CELEX: 32020M9447
Language: en
Date: 2020-05-28 00:00:00
Title: Commission Decision of 28/05/2020 declaring a concentration to be compatible with the common market (Case No COMP/M.9447 - HITACHI / ABB (POWER GRID DIVISION)) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                 Brussels, 28.5.2020
                                                                 C(2020) 3595 final
                                                                                  PUBLIC VERSION
                                                                  In the published version of this decision,
                                                                  some information has been omitted
                                                                  pursuant to Article 17(2) of Council
                                                                  Regulation (EC) No 139/2004 concerning
                                                                  non-disclosure of business secrets and
                                                                  other confidential information. The
                                                                  omissions are shown thus […]. Where
                                                                  possible the information omitted has been
                                                                  replaced by ranges of figures or a general
                                                                  description.
                                                                'To the notifying party
Subject:             Case M.9447 – Hitachi/ABB (Power Grid Division)
                     Commission decision pursuant to Article 6(1)(b) of Council Regulation
                     No 139/20041 and Article 57 of the Agreement on the European Economic
                     Area2
Dear Sir or Madam,
       (1)      On 20 April 2020, the European Commission received notification of a
                proposed concentration pursuant to Article 4 of the Merger Regulation by which
                Hitachi Ltd (“Hitachi”, Japan) acquires within the meaning of Article 3(1)(b) of
                the Merger Regulation sole control of ABB Management Holding AG (“ABB
                (Power Grid Division)” or “Target”, Switzerland), controlled by ABB Ltd
                (“ABB”)3. Hitachi is referred to as the “Notifying Party” and Hitachi and ABB
                (Power Grid Division) collectively are designated hereinafter as the “Parties”.
1     OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009, the Treaty on the
      Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of
      “Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will
      be used throughout this decision.
2     OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).
3     Publication in the Official Journal of the European Union No C 136, 27.4.2020, p. 7-8.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 1.      THE PARTIES
    (2)     Hitachi is a global company, headquartered in Japan and active in a variety of
            business segments including IT Solution, Energy Solution, Industry Solution,
            Mobility Solution and SmartLife Solution.
    (3)     ABB (Power Grid Division)'s activities involve the development, engineering,
            manufacturing and sale of products, systems and projects relating to: (a) high
            voltage (“HV”) products; (b) transformers; (c) power grid automation (“GA”);
            and (d) power grid integration (“GI”).
2.      THE CONCENTRATION
    (4)     The concentration relates to the proposed acquisition from ABB, of 80.1% of
            the issued share capital of ABB Management Holding AG of Switzerland, by
            Hitachi. It will result in the acquisition of sole control by Hitachi of the Target
            within the meaning of Article 3(1)(b) of the EU Merger Regulation (EUMR),
            following which ABB will retain 19.9% of the Target (“the Proposed
            Transaction”).
    (5)     Prior to the Proposed Transaction, ABB will contribute its entire power grids
            business to the newly created Swiss legal entity ABB Management Holding AG,
            which will be the holding company for the Target Group. As such, following the
            SPA signed by Hitachi and ABB on 17 December 2018, Hitachi will acquire
            80.1% of the issued share capital of the Target.
    (6)     ABB will hold a non-controlling minority shareholding in the Target post-
            transaction (19.9%). ABB will not acquire, or retain, any additional rights,
            which confer upon it the power to veto decisions which are essential for the
            strategic commercial venture of the Target.
    (7)     Accordingly, the Proposed Transaction involves the acquisition of sole control
            of the Target by Hitachi within the meaning of Article 3(1) (b) of the EUMR.
3.      EU DIMENSION
    (8)     The undertakings concerned have a combined aggregate world-wide turnover of
            more than EUR 5 000 million4 (Hitachi: EUR 99 647 million; ABB:
            [confidential details on the Target's worldwide turnover]). Each of them has an
            EU-wide turnover in excess of EUR 250 million (Hitachi: [confidential details
            on the Parties' EEA-wide turnover]; ABB: [confidential details on the Parties'
            EEA-wide turnover]), but they do not achieve more than two-thirds of their
            aggregate EU-wide turnover within one and the same Member State. The
            notified operation therefore has an EU dimension.
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.
                                                         2
 ---pagebreak--- 4.       MARKET DEFINITION
     (9)      Hitachi and the Target are both active in the supply of electrical equipment for
              use in the transmission and distribution of electricity within power systems,
              including (i) HV products, (ii) transformers, (iii) GA products and (iv) GI
              products. The focus of the assessment is on these four general product groups
              with several segments.5 The products are sold as part of turnkey systems or on a
              stand-alone basis for industries like power generation or transportation.6
4.1.     High voltage (HV) products
     (10)     HV products are predominantly used in transmission networks, operating at high
              voltages (above 52 kV7) to transmit electricity over long distances.
     (11)     HV products are usually installed in HV substations.8 The main components of
              HV substations are: (i) HV circuit breakers; (ii) HV disconnectors; (iii) HV
              instrument transformers; (iv) power transformers; and (v) HV or MV surge
              arresters. These components in an HV substation must be insulated in order to
              prevent short circuits. This can either be done by installing the components at a
              distance from each other, so they are air-insulated (air-insulated switchgear
              substation, or “AIS substation”). Where less space is available, the switchgear
              units of the substation are assembled within encapsulated enclosures infused
              with pressurised sulfur hexafluoride gas, so they are gas-insulated (“GIS
              substation”).9
     (12)     HV products are also used in a variety of other power-system related
              applications, such as switching and protection of power transmission and
              distribution grids or power generation plants, integration of renewables,
              enhancement of energy efficiency in industrial settings, and improvement of
              power quality in industry and power grids.
     (13)     The Notifying Party has only limited activities in HV products, focusing on a
              few components: HV gas-insulated switchgear (“GIS”), HV circuit breakers,
              and LV capacitors). The Target is an important producer of most HV products
              as well as certain MV and LV products and related services.10
4.1.1. Product market
         (A)       The Commission’s decisional practice
     (14)     In previous cases, the Commission has acknowledged the existence of a HV
              product market, subdividing electrical products and systems according to their
              respective voltage levels into three broad product segments:
                Low Voltage (“LV”) products (<1 kV)
5   Form CO, paragraph 104.
6   Form CO, paragraph 105.
7   Case COMP/M.8678 – ABB/General Electric Industrial Solutions, paragraph 6.
8   Form CO, paragraph 124.
9   Form CO, paragraph 125 et seq.
10  Form CO, paragraph 130.
                                                     3
 ---pagebreak---                Medium Voltage (“MV”) products for distribution networks operating at
                voltages between 1kV and 52 kV;
               HV products for transmission networks operating at voltages between 52 kV
                and 800 kV.
    (15)     The Commission also considered whether individual HV products might
             constitute a separate product market. However, the Commission has to date left
             open whether individual HV products belong to separate markets or whether
             they all belong to one overall market.11
    (16)     Individual HV products previously considered by the Commission are (i) HV
             switchgear (both AIS and GIS); (ii) HV circuit breakers; (iii) HV instrument
             transformers; (iv) HV disconnectors; and (v) HV coils.12
       (B)        The Notifying Party’s view
    (17)     The Notifying Party considers that the entire HV product area should be treated
             as one overall product market for all HV products and that it should not be
             further segmented, insofar as: (i) customers tender on a project-based basis and
             do not specifically look for suppliers of specific products but rather expect
             suppliers to offer a comprehensive product range; (ii) from a supply-side
             perspective, customers will often require and purchase a variety of HV products
             for one and the same project; (iii) in a previous decision, which concerned a
             similar product portfolio as the Proposed Transaction, the Notifying Party
             suggested an overall market for HV products on the basis of similar
             considerations,13 and this approach was largely confirmed by the market
             investigation.14
    (18)     Taking into account the Parties' activities in the HV area, this market would
             include but not be limited to HV switchgear (incl. GIS and AIS), HV circuit
             breakers, HV instrument transformers, HV disconnectors, HV surge arresters
             (incl. accessories), HV circuit breaker components and other HV products, HV
             cable accessories and HV capacitors, harmonic filters, and other Reactive Power
             Compensation (“RPC”)15 products.
    (19)     In any case, given Hitachi's de minimis position on a global and EEA-wide
             basis, the Notifying Party submits that the exact product market definition for
             HV products can be left open since, even if the Commission were to examine
             the Proposed Transaction on the basis of the narrowest plausible HV product
             segments, this would not give rise to any competition concerns on a global or
             EEA-wide basis.
11 Case COMP/M.8678 – ABB/General Electric Industrial Solutions, paragraph 6. Case COMP/M.5754 -
   Alstom Holdings / Areva T&D Transmission activities, decision of 26 March 2010, paras. 52-53.
12 Case COMP/M.7278 - General Electric / Alstom (Thermal Power – Renewable Power & Grid Business),
   decision of 8 September 2015, para. 1798, Case COMP/M.3653 - Siemens / VA Tech, decision of 13 July
   2005, para. 76-78.
13 Case COMP/M.3653 - Siemens/VA Tech, paragraph 76.
14 Case COMP/M.3653 - Siemens /VA Tech, paragraphs 77 to 79. Form CO, paragraph 195 et seq.
15 RPC will be explained below in Annex I.
                                                      4
 ---pagebreak---         (C)        The Commission’s assessment
    (20)     In the market investigation, a majority of customers and competitors suggested a
             segmentation of the market for HV products into the following:16
        -   HV Instrument Transformers
        -   HV Disconnectors
        -   HV Switchgear, either overall or GIS and AIS separately
        -   HV Circuit Breakers, either overall or HV disconnecting circuit breakers and
            generator circuit breakers separately.
        -   (Competitors in addition also suggest a sub-segmentation for HV live-tank
            circuit breakers and HV dead-tank circuit breakers separately).
    (21)     At the same time, the market investigation confirmed the arguments of the
             Notifying Party regarding supply side substitutability. In particular, the results
             showed that the same suppliers typically supply all or most HV products in the
             sub-categories, with the possible exception of smaller suppliers that are more
             specialised.17 This would point to an overall market for HV products from a
             supply-side perspective.
    (22)     In any event, out of the potential markets for each HV product listed in
             paragraph (20), the Proposed Transaction only results in horizontally affected
             markets related to HV circuit breakers and HV generator circuit breakers (a
             potential sub-segment of this potential market) and vertically affected18 markets
16 Replies to eQuestionnaire – Customers, question 7; Replies to eQuestionnaire – Competitors, question 9.
17 Replies to eQuestionnaire – Customers, question 11; and Question 11.2: the Parties’ main competitors
   Siemens, GE/Alstom, Artech, Schneider Electric, Hapam, Pinggao, Hyosung, and Mitsubishi Electric
   supply all/most HV products.
18 An affected market consist of all relevant product and geographic markets, as well as plausible alternative
   relevant product and geographic markets, if in the EEA territory (a) two or more of the parties to the
   concentration are engaged in business activities in the same relevant market (“horizontal relationships”)
   and where the concentration will lead to a combined market share of 20 % or more; or (b) one or more of
   the parties to the concentration are engaged in business activities in a relevant market, which is upstream
   or downstream of a relevant market in which any other party to the concentration is engaged (vertical
   relationships), and any of their individual or combined market shares at either level is 30 % or more,
   regardless of whether there is or is not any existing supplier/customer relationship between the parties to
   the concentration. (See Section 6.3, Annex 1, Commission Regulation (EC) No 802/2004 of 21 April
   2004 implementing the Merger Regulation).
   The Commission may presume that concentrations where the market share of the undertakings concerned
   does not exceed 25 % either in the common market or in a substantial part of it are not liable to impede
   effective competition and are compatible with the common market. (See recital 32 of the Merger
   Regulation and paragraph 18 of the Guidelines on the assessment of horizontal mergers under the Council
   Regulation on the control of concentrations between undertakings (OJ C 31, 5.2.2004, p. 5).
   The Commission is unlikely to find concerns in non-horizontal mergers, be it of a coordinated or of a non-
   coordinated nature, where the market share post-merger of the new entity in each of the markets
   concerned is below 30 % and the post-merger HHI is below 2 000. Where a merged entity would have a
   market share just above the 30 % threshold on one market but substantially below on other, related,
   markets competition concerns will be less likely. (See paragraph 25 of the Guidelines on the assessment of
   non-horizontal mergers under the Council Regulation on the control of concentrations between
   undertakings (OJ C 265, 18.10.2008, p. 6).
                                                          5
 ---pagebreak---               related to HV AIS modules (downstream) and MV switchgear and power
              transformers (upstream).19
     (23)     As the other HV products do not give rise to any affected market, these will not
              be further discussed in this Decision.
     (24)     In conclusion, the Commission will analyse the Proposed Transaction on the
              basis of all plausible product markets, but will leave the market definition open
              as the Proposed Transaction does not raise concerns on any plausible market.
4.1.2. Geographic market
         (A)       The Commission’s decisional practice
     (25)     In previous decisions the Commission found that the market for HV products is
              at least EEA-wide.20
         (B)       The Notifying Party’s view
     (26)     Regarding the geographic market definition, the Notifying Party considers that,
              for all HV products, competition takes place on a global basis. As such, it agrees
              with the Commission’s previous findings that the relevant geographic market for
              HV products is at least EEA-wide.21
         (C)       The Commission’s assessment
     (27)     The results of the market investigation point towards a worldwide market for all
              sub-segments of HV products, as a clear majority22 of customers23 and of
              competitors24 confirmed. According to a majority of competitors,25 HV products
              sold in other world regions are generally substitutable for the HV products used
              in the EEA, as they are produced in line with international (IEC) standards.
              Nevertheless, some technical requirements are specific to the area of
              installation, such as special seismic conditions or minimum ambient
              temperatures.26
     (28)     Within the EEA, HV products do not differ across individual Member States,
              neither with regard to their technical specifications nor with regard to price, as
19  The exact market definition can be left open between MV products overall or each MV product (only MV
    switchgear is an input for HV AIS modules), as well as between transformers overall and each type of
    transformer (only power transformers are inputs for HV AIS), because even if the smallest plausible
    product definition would be taken, no serious doubts as to the compatibility of the transaction with the
    common market would arise.
20  Case COMP/M.8678 - ABB/General Electric Industrial Solutions, paragraphs 28 et seq; Case
    COMP/M.6642 - Eaton Corporation/Cooper Industries, paragraph. 29-30; Case COMP/M.5754 - Alstom
    Holdings/Areva T&D, paragraphs 69-72.
21  Form CO, paragraph 264.
22  “Majority” in this Decision stands for at least 50% of participants in the market investigation who replied
    to the question (excluding those that replied “not applicable”, or “I do not know”).
23  Replies to eQuestionnaire – Customers, question 39.
24  Replies to eQuestionnaire – Competitors, question 41.
25  Replies to eQuestionnaire – Competitors, question 42.
26  Replies to eQuestionnaire – Customers, question 40.
                                                            6
 ---pagebreak---               confirmed by a majority of participants in the market investigation.27
              Geographical proximity to end-customers is not required to be successful in the
              electrical equipment industry28 and transport costs only make up a small
              percentage of the purchase price of individual HV products (less than 5%
              according to a majority of customers).29 National markets can thus be excluded
              for the purpose of the present case.
     (29)     In conclusion, the exact definition of the market for HV products can be left
              open between the EEA and worldwide, as the Proposed Transaction does not
              give rise to serious doubts as to its compatibility with the internal market or the
              functioning of the EEA Agreement on any of the two plausible geographic
              market definitions.
4.2.    Transformers
     (30)     A transformer is the electromagnetic equipment that transfers electricity from
              one electrical circuit to another and steps the voltage up or down as required.30
              There are two main types of transformers used within a power grid: power
              transformers and distribution transformers. Another type of transformers, used
              in railway rolling stock applications, is traction transformers.
     (31)     Transformers come in different sizes (large, medium and small), depending on
              the voltage and power rating covered, but categorisation varies from supplier to
              supplier. Transformers always consist of two main components: the steel core,
              and several winding coils. Together, the steel core and the winding coils form
              the "active part" of a transformer.
     (32)     Transformers might be further sub-segmented within the three segments
              indicated above (power transformers, distribution transformers and traction
              transformers):
        -    Power transformers: generator step-up transformers; substation and system
             inertia transformers; HVDC converter transformers; power transformers used in
             industrial or special applications; and shunt reactors (and other types of reactors).
        -    Distribution transformers: liquid-filled distribution transformers; and dry-type
             distribution transformers.
        -    Traction transformers: used for railway rolling stock applications, and come in
             different designs in terms of size, weight and power ratings.
     (33)     The Parties’ activities in transformers:
27  Replies to eQuestionnaire – Customers, questions 41 and 42; Replies to eQuestionnaire – Competitors,
    questions 43 and 44.
28  Replies to eQuestionnaire – Competitors, question 47.
29  Replies to eQuestionnaire – Customers, question 43.
30  See description provided by ABB to the Commission in Case M.8678 - ABB/General Electric Industrial
    Solutions, Annex I, page 34 (IV). See also ABB glossary of technical terms, "Transformer" and
    "Distribution transformers" (https://new.abb.com/media/glossary).
                                                         7
 ---pagebreak---          -   The Target is active in the design, manufacture and sale of different types of
             transformers (such as power transformers, distribution transformers, and traction
             transformers) as well as specific transformer components (including, e.g.,
             bushings and tap-changers) and related services.31
         -   The Notifying Party has limited activities in transformers on a global basis.
             Although Hitachi has a transformer portfolio which is similar to that of the
             Target, its sales of transformers are [outside the EEA] and, in particular, it has no
             stand-alone sales of transformers in the EEA.32 In addition, Hitachi does not sell
             any transformer components externally.
4.2.1. Product market
         (A)        The Commission’s decisional practice
     (34)     In previous decisions the Commission has considered whether power and
              distribution transformers constituted separate relevant product markets or
              whether they belong to an overall market for transformers, while ultimately
              leaving the precise product market definition open.33
         (B)        The Notifying Party’s view
     (35)     The Notifying Party submits that the relevant product market is the overall
              transformers market since, ultimately, all transformers serve the same purpose,
              i.e. mainly to increase or decrease the voltage levels of electrical power for its
              efficient transport on transmission and distribution networks. Hitachi submits
              that it would be inappropriate to further segment the overall transformers market
              from a demand or from a supply-side perspective by voltage type, technology
              used (e.g., dry-type or liquid filled) or end-use application (e.g. utility vs.
              industrial customers, subsea or railway rolling stock), and that this is in line with
              the market investigation in Alstom Holdings/Areva T&D, in which a majority of
              respondents supported an overall transformers market.
     (36)     In any event, the Notifying Party submitted information for the narrower
              product segments of (i) power transformers, (ii) distribution transformers overall
              (as well as (ii.1) oil-filled distribution transformers, and (ii.2) dry-type
              distribution transformers); and (iii) traction transformers.
31  In addition, the Target provides captive after-sale services for its own transformers ([confidential]% of the
    transformer service revenue) and to a limited extent service transformers of other OEM suppliers
    ([confidential]% of the transformer service revenue). In 2018, the Target realized worldwide revenues of
    approximately [confidential details on the Target's worldwide revenues generated from servicing
    transformers] with servicing of its own and third-party transformers, of which approximately [confidential
    details on the Target's EEA-wide revenues generated from servicing transformers] represented sales in the
    EEA.
32  Hitachi's activities mostly focus [outside the EEA]. [Confidential details on Hitachi's position on the
    worldwide market, and Hitachi's sales strategy for traction transformers]. In addition, Hitachi provides
    captive after-sale services, but only for its own transformers.
33  See most recently Case COMP/M.8678 - ABB/General Electric Industrial Solutions, paragraphs 70 and
    73; Case COMP/M.3296 - Areva/Alstom T&D, paragraph 11, and Case COMP/M.5755 - Schneider
    Electric/Areva T&D, paragraph 8, Case COMP/M.5754 - Alstom Holdings/Areva T&D, paragraphs 59-60;
    and Case COMP/M.3653 - Siemens/VA Tech, paragraph 76.
                                                             8
 ---pagebreak---     (37)      In addition, with regard to components used for the manufacture of
              transformers, the Notifying Party provided data for each of the transformer
              components that the Target sells externally (bushings, tap changers,
              measurement and safety devices, and insulation components and materials),
              even though it submits that the relevant market should be the overall market for
              transformers (including components), and that it would not be appropriate to
              define separate markets for transformer components or sub-segment it by
              specific component products.
        (C)        The Commission’s assessment
    (38)      The vast majority of the respondents to the Commission’s market investigation
              consider that, in light of their characteristics, price and intended use, it is
              appropriate (both from a supply-side and demand-side substitutability point of
              view) to segment the market by transformer type into power transformers,
              distribution transformers and traction transformers, and have not signalled that a
              further segmentation beyond that is warranted.34
    (39)      In any event the precise product market definition can be left open since the
              Notifying Party provided market shares for the narrowest plausible
              segmentations of transformers according to the Commission’s previous
              assessments, i.e. for power35 and traction36 transformers separately, and for
              overall distribution transformers as well as for oil-filled and dry-type
              distribution transformers separately,37 (as well as for each transformer
              component that the Target sells externally)38 and no competition concerns arise
              regardless of the ultimate product market definition.
34 Replies to eQuestionnaire – Competitors, question 14, e.g. a respondent stated that “they are different
   solutions with different uses and voltages” whilst another one stated that “each category of transformer
   specified above requires specific design/manufacturing capabilities. Hence they need to be segregated”,
   one stated that “each transformer type has a different purpose on the market, a different end usage and a
   different strength for each manufacturer. Saying this, is important to have a segmentation for each type”,
   and another one explained that “different norms and regulations apply to each segment”. Only a minor
   fraction of respondents signaled that an overall market for transformers could be considered as the
   appropriate relevant product market, e.g. one stated that “there is no clear definition between Power and
   Distribution Transformers and manufacturers handle this often differently. Transformers should be looked
   at as one single segment”. Replies to eQuestionnaire – Customers, question 13, e.g. a respondent stated
   that “each type of transformer has specific constraints and characteristics (e.g: norms, standards, ….) for
   intended application”, whilst another stated that “there are different markets for each type of
   transformers”.
35 See most recently Case COMP/M.8678 - ABB/General Electric Industrial Solutions, paragraph 70.
36 Case COMP/M.5754 - Alstom Holdings/Areva T&D Transmission activities, paragraph 68.
37 See most recently Case COMP/M.8678 - ABB/General Electric Industrial Solutions, paragraph 70.
38 Bushings, tap changers, measurement and safety devices and insulation materials and components.
                                                         9
 ---pagebreak--- 4.2.2. Geographic market
         (A)        The Commission’s decisional practice
     (40)      In previous cases the Commission considered that the relevant geographic
               market for transformers was at least EEA-wide in scope, possibly even
               worldwide, although the precise definition was left open.39
         (B)        The Notifying Party’s view
     (41)      In relation to the geographic scope of the market for transformers (and
               transformer components), Hitachi argues that it is global and that it can
               ultimately be left open since Hitachi is not active in the EEA.
     (42)      In any event, the Notifying Party provided information on both an EEA-wide
               and global basis and for the narrowest segments within the area of transformers
               and for each transformer component that the Target sells externally.
         (C)        The Commission’s assessment
     (43)      The market investigation is not conclusive on whether the relevant geographic
               market should be EEA-wide or global.40 In any event, no horizontal concerns
               arise under either definition (because Hitachi is not active in the EEA). For the
               purpose of the assessment of the only material vertical link (that for traction
               transformers used for railway rolling stock), the market shares at both the EEA
               and globally are similar and thus the competition analysis is applicable
               regardless of the precise geographic market definition.
4.3.     Railway rolling stock
4.3.1. Product market
         (A)        The Commission’s decisional practice
     (44)      In previous decisions the Commission has considered trains reaching speeds
               equal to or higher than 250 km/h (high and very high-speed trains) as a separate
               product market, distinct from intercity trains which are incapable of achieving
               similar speeds. Moreover, the Commission has considered a potential further
               sub-segmentation between high-speed trains (top speed between 250 and 300
               km/h) and very high-speed trains (top speed greater than 300 km/h), while
               ultimately leaving the precise product market definition open.41
39  See most recently Case COMP/M.8678 - ABB/General Electric Industrial Solutions, paragraph 74; Case
    COMP/M.5754 - Alstom Holdings/Areva T&D, paragraphs 69-72.
40  However, some customers have signalled that the market could be wider than the EEA, e.g. in relation to
    traction transformers one customer, when asked whether it could purchase from suppliers located outside
    the EEA or whether that would be difficult, replied that “Mitsubishi is an example of an Asia supplier”
    (correspondence with customer of 8 May 2020).
41  Case COMP/M.8677 – Siemens/Alstom, paragraphs 105 and 106.
                                                        10
 ---pagebreak---         (B)       The Notifying Party’s view
     (45)   The Notifying Party submits that the relevant product markets for railway
            rolling stock are (i) very high-speed trains (top speed above 300 km/h), (ii) high-
            speed trains (top speed between 250 and 299 km/h), and (iii) mainline railway
            rolling stock (intercity and regional trains).
     (46)   In any event, the Notifying Party submitted information for the narrowest
            plausible product segments of (i) high-speed trains (top speed between 250 and
            299 km/h), (ii) very high-speed trains (top speed equal to or above 300 km/h),
            (iii) intercity/regional trains (top speed between 160 and 249 km/h), and (iv)
            commuter trains (top speed below 160 km/h), as well as for the broader product
            markets of (v) all high-speed trains (including high-speed and very high-speed
            trains) and (vi) combined market for intercity/regional + commuter trains.
        (C)       The Commission’s assessment
     (47)   For the purpose of the present case, the Commission considers that the precise
            product market definition can be left open since, for the purpose of the vertical
            assessment for traction transformers for railway rolling stock applications, the
            Proposed Transaction does not raise concerns even on the narrowest segments
            (in particular, in the segment for intercity/regional trains, where the Notifying
            Party is present).
4.3.2. Geographic market
        (A)       The Commission’s decisional practice
     (48)    In previous decisions the Commission has defined the relevant markets for high
            and very high-speed rolling stock as at least EEA-wide (including Switzerland)
            while not excluding the possibility of these markets being worldwide (excluding
            China, South Korea and Japan) and leaving the precise geographic market
            definition open.42
     (49)   For regional trains43 and intercity trains44, the Commission has previously
            considered the market to be likely at least EEA-wide.
        (B)       The Notifying Party’s view
     (50)    The Notifying Party submits that in its view, and in line with the geographic
            market definition in Siemens/Alstom, the geographic market for high and very
            high-speed trains is at least EEA wide, if not worldwide (excluding China, Japan
            and Korea).
     (51)   In any event, the Notifying Party also submitted information on a worldwide
            basis (including China, Japan and Korea) for all plausible segments.
42  Case COMP/M.8677 – Siemens/Alstom, paragraph 133.
43  Case COMP/M.7871 – Bombardier/CDPQ/Bombardier Transportation UK, paragraph 24.
44  Case COMP/M.5754 – Alstom Holdings/Areva T&D, paragraph 43.
                                                   11
 ---pagebreak---         (C)      The Commission’s assessment
     (52)   For the purpose of the present case, the Commission considers that the precise
            geographic market definition can be left open since, for the purpose of the
            vertical assessment for traction transformers for railway rolling stock
            applications, the Proposed Transaction does not raise concerns either in the EEA
            or globally (in particular, given that both the upstream shares of the Target for
            traction transformers and the downstream shares of the Notifying Party in the
            different railway rolling stock segments are relatively similar in the EEA and
            worldwide).
4.4.    Grid automation
     (53)   GA is the digitalisation and automation of power grids and/or substations, which
            provide the ability to remotely control and monitor the operating conditions of
            primary and secondary assets of a transmission or distribution network
            throughout the entire network. GA solutions consist of hardware and software
            products, systems and services.45
     (54)   GA systems that digitalize and automatize power grid operations can be
            summarized under the term "Power System Management Solutions". GA
            solutions operating at substation level include products and systems that enable
            the automated monitoring, control and supervision of substation assets - these
            solutions are referred to as "Substation Automation Systems" (SAS). GA
            solutions operating at the enterprise level via the control center are used to
            manage the entire grid network composed of numerous substations, using
            SCADA software solutions to enable secure, efficient and optimized operation
            of the electric power system as a whole. They are therefore referred to as
            "Network Management Systems" (NMS).46
     (55)   GA solutions also exist for Microgrids, i.e. distributed energy resources that can
            also operate in "islanded" mode (so-called "Microgrid Automation Systems"
            (MAS)). The automation system architecture is similar to SAS and NMS, but
            MAS additionally includes battery energy storage solutions (BESS) and a power
            conversion system (PCS).47
     (56)   GA solutions can also include enterprise application software (“EAS”) solutions
            which help businesses improve their efficiency, reliability, safety and
            sustainability.48 In GA solutions, enterprise software is used in the control
            center to collect and manage data on the condition and availability of major
            plant equipment, thus enabling plant operators to plan maintenance schedules
            more effectively and avoid unnecessary equipment inspections and unexpected
            breakdowns, which can cause expensive interruptions in production time.
            Business analytics solutions track, analyze and manage data in support of
            corporate decision making processes.49
45  Form CO, paragraph 327.
46  Form CO, paragraph 347.
47  Form CO, paragraph 348.
48  Form CO, paragraph 377.
49  Form CO, paragraph 382.
                                                  12
 ---pagebreak---      (57)    The Target's GA business is divided into (i) GA systems and products, including
             SAS, NMS, microgrid automation systems and communication systems; (ii)
             standalone GA products, including different GA components and software sold
             on a standalone basis; and (iii) enterprise application software (EAS).50
             Approximately [confidential details on the Target's breakdown of GA sales]% of
             the Target’s GA sales are generated with system solutions.51
     (58)    Hitachi has only limited activities in GA on a global basis [mainly focusing
             outside the EEA], and Hitachi does not offer GA products or systems in Europe.
             Hitachi's GA solutions are designed and developed [Confidential details on
             Hitachi's sales strategy for GA products]. [Confidential details on
             Hitachi's sales strategy for GA products].52
4.4.1. Product market
        (A)       The Commission’s decisional practice
                  Energy Automation and Information Systems
     (59)    The Commission has previously considered an overall market for Energy
             Automation and Information Systems (‘EAIS’) as a potential segment within the
             market for Transmission and Distribution.53
     (60)    The Commission has also considered dividing the market for EAIS into two
             sub-segments: i) power system management and ii) protection relays.54
             Furthermore, the Commission has considered whether a market exists both in
             the turnkey area and at the level of individual components.55
     (61)    The Commission has also considered a potential sub-segmentation of power
             system management into i) Substation Automation Systems (‘SAS’) and ii)
             Network Management Systems (‘NMS’), because they from a demand-side
             perspective perform different functions.56
     (62)    Additionally, the Commission has considered to do a further sub-segmentation
             of NMS into i) Energy Management Systems (‘EMS’), ii) Distribution
             Management Systems (‘DMS’) and iii) Wide Area Monitoring Systems
50  Form CO, paragraph 342.
51  Form CO, paragraph 343.
52  Form CO, paragraph 344-346.
53  Case COMP/M.5755 – Schneider Electric/Areva T&D, paragraph 23; Case COMP/M.3296 –
    Areva/Alstom T&D, paragraphs 11-15; Case COMP/M.3653 – Siemens/VA Tech, paragraphs 76-78; and
    Case COMP/M.7278 – General Electric/Alstom, paragraph 1796.
54  Case COMP/M.5755 – Schneider Electric/Areva T&D, paragraphs 24-26; Case COMP/M.3653 –
    Siemens/VA Tech, paragraph 76; and Case COMP/M.7278 – General Electric/Alstom, paragraph 1797.
55  Case COMP/M.3653 – Siemens/VA Tech, paragraphs 77-78.
56  Case COMP/M.7278 – General Electric/Alstom, paragraph 1793.
                                                    13
 ---pagebreak---             (‘WAMS’).57 Ultimately, the Commission has left the final definition of the
            product market open in all its previous decisional practice.58
                 Enterprise Application Software
    (63)    The Commission has previously considered a market for the provision of
            enterprise application software (‘EAS’) as a segment within business software59.
            Furthermore, the Commission has considered further distinctions, ultimately
            leaving the market definition open. These possible further distinctions are
            explained in the three paragraphs below.
    (64)    The Commission has considered dividing EAS into the following sub-segments:
            i) Enterprise Resource Planning (‘ERP’), ii) Customer Relationship
            Management (‘CRM’), iii) Supplier Relationship Management (‘SRM’), iv)
            Supply Chain Management (‘SCM’), v) Product Lifecycle Management
            (‘PLM’) and vi) Business Analytics (‘BA’).60
    (65)    Within the ERP segment, sub-segments based on functionality have been
            considered, namely i) Financial Management Systems (‘FMS’), ii) Human
            Resources (‘HR’) and iii) Enterprise Project Management (‘EPM’).61
            Furthermore, the Commission has considered whether each of these three
            segments should be subdivided into two sub-segments, namely i) high-function
            solutions and ii) mid-market solutions.62
    (66)    Within the BA segment the Commission has in past cases considered a possible
            distinction between i) Performance Management Tools and Applications
            (‘PMT’) and ii) Data Warehouse Platforms (‘DWP’).63 PMT was itself
            considered as possibly divided between i) business intelligence (‘BI’), ii)
            Financial performance strategy management (‘FPSM’) applications, iii) CRM
            analytics, iv) SCM analytics, (v) service operations management applications,
            vi) workforce analytics, and vii) analytic spatial information management
            tools.64 BI has been considered as possibly sub-segmented into i) Query,
            Reporting and Analysis (‘QRA’) tools on the one hand and ii) Advanced
            Analytics on the other.65
57 Case COMP/M.7278 – GE Alstom/Alstom, paragraph 1794.
58 Case COMP/M.5755 – Schneider Electric/Areva T&D, paragraph 26; Case COMP/M.3296 –
   Areva/Alstom T&D, paragraph 15; Case COMP/M.3653 – Siemens/VA Tech, paragraph 78; and Case
   COMP/M.7278 – General Electric/Alstom, paragraph 1799;
59 Case COMP/M.8274 – Cinven/Permira/Allegro/Ceneopara, paragraph 53.
60 Case COMP/M.8274 – Cinven/Permira/Allegro/Ceneopara, paragraph 54; Case COMP/M.4944 –
   SAP/Business Objects, paragraph 7.
61 Case COMP/M.5128 – Nordic Capital/TietoEnator, paragraph 15; and Case COMP/M.3216 –
   Oracle/PeopleSoft, paragraph 18.
   Case COMP/M.5128 – Nordic Capital/TietoEnator, paragraph 15; and Case COMP/M.8274 –
   Cinven/Permira/Allegro/Ceneopara, paragraph 56.
63 Case COMP/M.4987 – IBM/Cognos, paragraph 10; and Case COMP/M.4944 – SAP/Business Objects,
   paragraph 9.
   Case COMP/M.4987 – IBM/Cognos, paragraph 11; and Case COMP/M.4944 – SAP/Business Objects,
   paragraph 10.
65 Case COMP/M.4944 – SAP/Business Objects, paragraph 11 and 16.
                                                   14
 ---pagebreak---        (B)       The Notifying Party’s view
                 EAIS
    (67)    The Notifying Party submits that the relevant product market is the overall EAIS
            market.66 However, the precise market definition can be left open as no concerns
            will arise under any plausible market definition.
    (68)    According to the Notifying Party, Automation customers require the set-up of a
            complete solution and hence issue a call for tenders for an entire EAIS rather
            than for individual automation products, making it necessary for suppliers to
            offer a comprehensive range of products in order to be able to compete
            successfully on the market. Where products are sold on a stand-alone basis,
            those sales are usually made to other system integrators for a specific project.67
    (69)    Furthermore, the Notifying Party argues that a distinction between SAS and
            NMS or any further sub-segmentation is not appropriate, as the underlying
            system remains the same and there is a high degree of supply-side
            substitutability in relation to the automation products required (both hardware
            and software).68 Likewise, after-sale services should not be considered a
            separate market, as they are inherent to and constitutive of the different products
            and systems which the Parties offer in the area of transmission and
            distribution.69
    (70)    The Notifying Party submits that there is no separate market or segment for
            power network communication solutions, noting that the activities of the Parties
            in this area predominantly involve the supply of communication solutions in the
            context and as part of the provision of a SAS or NMS system (i.e. the Parties do
            not focus on the supply of stand-alone communication systems).70
    (71)    Furthermore, the Notifying Party submits that products, systems and services for
            energy management solutions should fall within an overall market for EAIS
            including both power system management and single devices that are sold stand-
            alone, such as e.g. protective relays, communication equipment and automation
            software.71
                 EAS
    (72)    The Notifying Party submits that the relevant product market should be the
                                         72
            overall market for EAS. While there is business software with various
            different functionalities, there is no clear-cut line between those functionalities
            as often software solutions are tailored to the needs of a respective customer and
66 Form CO, paragraph 424. The Notifying Party also submits that the narrowest plausible markets within
   the EAIS market are: i) Substation Automation Systems (‘SAS’), ii) Network Management Systems
   (‘NMS’), iii) Microgrid Automation Systems (‘MAS’), and iv) stand-alone automation products (Form
   CO, paragraph 425).
67 Form CO, paragraph 394.
68 Form CO, paragraph 395.
69 Form CO, paragraph 397
70 Form CO, paragraph 403.
71 Form CO, paragraph 407.
72 Form CO, paragraph 414.
                                                    15
 ---pagebreak---                                                                       73
            hence usually include more than just one functionality. In addition, supply-side
                                                                         74
            substitutability between the single functionalities is high. However, given that,
            in its view, there is an absence of any concerns arising under all plausible
            market delineations, the Notifying Party submits that the market definition can
                                     75
            ultimately be left open.
       (C)       The Commission’s assessment
                 EAIS
    (73)    The Commission considers that the EAIS market can be segmented between
            power management systems and stand-alone products. Within power system
            management systems a segmentation between SAS and NMS can be considered,
            the latter potentially further divided between EMS, DMS and WAMS.
    (74)    Furthermore, a separate segment for MAS can be considered as well as stand-
            alone products for communication products or systems, protective relays,
            automation software and remote terminal units (RTUs).
    (75)    The results of the market investigation were mixed but generally supported a
            segmentation of the EAIS product market.76
    (76)    However, in this case the Commission can leave the product market definition
            open as the Proposed Transaction does not raise competition concerns on any
            plausible market.
    (77)    Given the absence of any horizontally or vertically affected markets, the
            Commission will not further discuss this market.
                 EAS
    (78)    The results of the market investigation were mixed but generally supported a
            segmentation of the EAS market.77 However, in this case the Commission can
            leave the product market definition open as the Proposed Transaction does not
            raise competition concerns on any plausible market.
    (79)    Given the absence of any horizontally or vertically affected markets, the
            Commission will not further discuss this market.
73 Form CO, paragraph 410.
74 Form CO, paragraph 416.
75 Form CO, paragraph 416.
76 Replies to eQuestionnaire – Competitors, question 19 and Replies to eQuestionnaire – Customers,
   question 17.
77 Replies to eQuestionnaire – Competitors, question 19 and Replies to eQuestionnaire – Customers,
   question 17.
                                                    16
 ---pagebreak--- 4.4.2. Geographic market
        (A)       The Commission’s decisional practice
                  EAIS
     (80)    The Commission has previously considered the plausible EAIS markets to be
             EEA-wide or world-wide, but has ultimately left the precise geographic market
                               78
             definition open.
                  EAS
     (81)    The Commission has considered the relevant geographic market for EAS to be
             EEA-wide or worldwide.79 With respect to CRM and BA (including possible
             sub-segments), the Commission has considered the market to be at least EEA-
             wide and possibly worldwide.80
     (82)    Concerning high function solutions for HR and FMS, the Commission has
             concluded that the market is global.81
        (B)       The Notifying Party’s view
                  EAIS
     (83)    The Notifying Party submits that the relevant geographic market for EAIS is
             global and, in any event, far larger than a geographic area including the EEA.
             All product markets within GA are global in scope, as there are no trade barriers
             through technical standards, the vast majority of customers and the major
             suppliers are active at a global level, and transportation costs do not limit the
             ability of manufacturers to compete effectively in countries where they do not
             have production. However, the geographic market definition can be left open in
             this case, as Hitachi is not active in the EEA.82
                  EAS
     (84)    The Notifying Party submits that the relevant geographic market for EAS (and
             its segments and sub-segments, if examined separately) is global and, in any
             event, far larger than a geographic area including the EEA. All product markets
             within GA are global in scope, as there are no trade barriers through technical
             standards, the vast majority of customers and the major suppliers are active at a
             global level, and transportation costs do not limit the ability of manufacturers to
             compete effectively in countries where they do not have production. However,
78  Case COMP/M.5755 – Schneider Electric/Areva, paragraph 32; Case COMP/M.3296 – Areva/Alstom,
    paragraphs 17-18; and Case COMP/M.7278 – General Electric/Alstom, paragraph 1803.
79  Case COMP/M. 7334 – Oracle/Micros, paragraph 17; and Case COMP/M.5904 – SAP/Sybase, paragraphs
    29-30.
80  Case COMP/M.3978 – Oracle/Siebel, paragraph 19; Case COMP/M.4944 – SAP/Business Objects,
    paragraph 18.
81  Case COMP/M.3216 – Oracle/PeopleSoft, paragraph 179.
82  Form CO, paragraph 430 and 436.
                                                     17
 ---pagebreak---              the geographic market definition can be left open in this case, as Hitachi had no
             sales in EAS in the past three years (2016-2018).83
        (C)       The Commission’s assessment
                  EAIS
     (85)    The Commission has in the past analysed the segments of the EAIS market at
             EEA and worldwide level. The majority of the respondents to the market
             investigation considered the plausible EAIS markets worldwide in scope.84
             However, as the Proposed Transaction does not raise competition concerns on
             any plausible market the geographic market definition can be left open.
     (86)    Given the absence of any horizontally or vertically affected markets, the
             Commission will not further discuss this market.
                  EAS
     (87)    The Commission has in the past analysed the segments of the EAS market at
             EEA and worldwide level. The majority of the respondents to the market
             investigation considered the plausible EAS markets to be worldwide in scope.85
             However, as the Proposed Transaction does not raise competition concerns on
             any plausible market the geographic market definition can be left open
     (88)    Given the absence of any horizontally or vertically affected markets, even for
             the narrowest plausible combination of product and geographical market
             definitions, the Commission will not further discuss this market.
4.5.    Grid Integration
     (89)    The Target’s Grid Integration (“GI”) business line is active in the design,
             manufacture and sale of HV substations, high voltage direct current (HVDC)
             stations, flexible alternating current transmission systems (FACTS), and (high)
             power semiconductors as well as related services. Each of these products could
             be potentially sub-segmented into several other different markets. This business
             line also includes charging infrastructure for buses, trams and electric vehicles,
             and power consulting services. Hitachi has de minimis activities in GI on a
             global basis. In this business area, Hitachi's focus is on the manufacturing and
             supply of power semiconductors.86
83  Response to RFI 6, 9 April 2020.
84  Replies to eQuestionnaire – Competitors, question 54 and Replies to eQuestionnaire – Customers,
    question 52.
85  Replies to eQuestionnaire – Competitors, question 54 and Replies to eQuestionnaire – Customers,
    question 52.
86  Form CO, paragraph 440.
                                                     18
 ---pagebreak--- 4.5.1. Product market
                 T&D turnkey systems
        (A)      The Commission’s decisional practice
     (90)   In previous decisions relating to the overall market for transmission and
            distribution and its various components, the Commission has considered the
            overall market for transmission and distribution and its various components,
            both when they are supplied individually or integrated into a system.87
     (91)   In one decision, while the market definitions were ultimately left open,
            the following potential product markets were identified: (i) HV products, (ii)
            MV products, (iii) power transformers, (iv) transmission systems and
            distribution systems, (v) energy automation and information systems and
            (vi) transmission and distribution services.88
     (92)   The Commission has considered in the past that the transmission and
            distribution systems could constitute a single market comprising the design and
            installation of turnkey systems, either for transmission networks or for
            distribution networks, but ultimately left the market definition open.89 The
            Commission has previously considered identifying tentative product markets for
            HV turnkey projects (transmission systems), as distinguished from MV turnkey
            projects (distribution systems).90 In another decision, the question whether the
            transmission and distribution systems together constitute a separate market, or
            whether the market for transmission systems should be considered as a separate
            market was left open.91 Also, the Commission has previously looked into the
            markets for HVDC and FACTS,92 but ultimately left the market definition
            open.93
        (B)      The Notifying Party’s view
     (93)   The Notifying Party submits that the relevant product market is the overall
            market for T&D turnkey systems, and that the narrowest plausible segments
            within this market are HVDC stations/systems, FACTS and substations.
     (94)   The Notifying Party submits that it would also be inappropriate to further
            segment the overall market for T&D turnkey systems from a demand or supply-
            side perspective. This is because from a supply-side perspective, all major EPC
            companies in the T&D sector have the necessary capabilities to offer all main
            types of T&D projects (including HVDC, FACTS and substations) and
            equipment and resources will typically be sourced externally as required.
            Whereas from a demand-side perspective, customers will set out the required
87  Case COMP/M.7278 - General Electric/Alstom paragraph 1792.
88  Case COMP/M.3296 - Areva/Alstom T&D, paragraphs 11-15.
89  Case COMP/M.5754 - Alstom Holdings/Areva T&D, paragraph 62; Case COMP/M.3296 - Areva/Alstom
    T&D, paragraph 15.
90  Case COMP/M.3653 – Siemens/VA Tech; Case COMP/M.5754 - Alstom Holdings/Areva T&D, paragraph
    63.
91  Case COMP/M.5754 - Alstom Holdings/Areva T&D, paragraph 65.
92  Case COMP/M.4892 - Infineon/Siemens/JV, paragraph 17.
93  Case COMP/M.4892 - Infineon/Siemens/JV, paragraphs 17-19.
                                                    19
 ---pagebreak---       specifications for a project in the tender documents and it is not decisive which
      type of provider undertakes the project, as long as the specifications are met, and
      all major providers can do all types of projects. In addition, large-scale T&D
      projects often include a combination of HVDC, FACTS and substations.
(95)  As regards HVDC, the Notifying Party maintains that neither HVDC, nor the
      following HVDC solutions – HVDC Light and HVDC Classic solutions, belong
      to separate product markets, for the following reasons.
(96)  HVDC Classic is the "traditional" HVDC technology, which operates with a
      power of more than 100 MW whereas, HVDC Light is a technology developed
      by ABB in the 1990s. While there are certain differences in the distance and
      power ranges that can be covered by each of the systems, they are now largely
      interchangeable and it often depends on the customer's preferences and/or
      budget whether to choose a "classic" or "light" HVDC solution. Furthermore,
      from a supply-side perspective most large vendors now offer both types of
      HVDC solutions.
(97)  Moreover, each HVDC station is a tailored solution, depending on the
      requirements and characteristics of the respective project and the customer. A
      segmentation on the basis of these two technologies would not reflect the
      complexity of these systems, and the variety of HVDC station offerings. Such
      systems are in practice largely customized to meet the needs of customers so
      that the exact composition and set-up of HVDC stations based on the same
      technology can differ.
(98)  The Notifying Party submits that it would not be appropriate to segment FACTS
      (into Series compensation FACTS, and the latter into a) fixed (Fixed Series
      Compensation or Fixed SC), and b) controlled Series compensation FACTS; and
      (ii) (Dynamic) Shunt compensation FACTS, and the latter into: (i) static
      compensators (STATCOM), and (ii) static VAR compensators (SVC)) for the
      reasons explained below.
(99)  First, the main intended use of any FACTS, irrespective of the technology used,
      is to boost transmission capacities without having to build or use new
      transmission lines or power generation facilities. Both Series Compensation and
      (Dynamic) Shunt Compensation are used to compensate power quality issues
      quickly through reactive power, ensuring higher grid stability.
(100) Second, both technologies use similar impedance devices, like capacitors or
      reactors, which are used to control voltage in the network.
(101) Third, a segmentation by these technologies would not reflect the complexity
      and variety of FACTS offerings. Such systems are in practice largely
      customized to meet the needs of customers so that the exact composition and
      set-up of FACTS based on the same technology can differ. The choice between
      series or shunt type of compensation is the result of plan optimization based on
      customer requirements and network characteristics.
(102) Fourth, just as the Target and Hitachi offer these technologies, other players in
      this space, such as Siemens, also offer different technologies to customers
      indicating a high degree of supply-side substitutability.
                                            20
 ---pagebreak---     (103) The Notifying Party further submits that it is not appropriate to further
            differentiate between different types of substations within this segment for the
            following reasons.
    (104) Substations are used in transmission and distribution networks to convert and
            transfer electricity from the power generation plant to the end-customer.
            Depending on the terrain, specific project, amount of energy supplied, budget,
            customer requirements, etc., the supplier will choose a substation setup that is
            suitable to meet the requirements. However, the basic function of a substation is
            always the same, namely to convert and to transfer electricity.
    (105) While substation setups can roughly be divided into AIS substations, GIS
            substations, and mobile substations, the additional existence of Hybrid
            Substations already shows that the distinction between the different types is
            blurred. There is no clear-cut distinction between AIS, GIS and Hybrid and
            there are many different setups that are possible and which use either more air-
            insulated or more gas-insulated equipment, depending on the respective project.
    (106) In addition, substation-offerings are tender-based, and the EPC companies will
            source the required equipment according to the project specifications. From a
            supply and demand-side point of view, there is no significant difference in
            supplying either an AIS or GIS (or hybrid) substation.
       (C)       The Commission’s assessment
    (107) The Commission conducted its market investigation on the basis of and in
            respect of the plausible sub-segments mentioned above. The market
            investigation examined whether sub-segmentation is warranted for the following
            products that could be offered within HVDC stations, FACTS and substations:94
       -   segmentation of HVDC stations/systems into: (i) HVDC Classic (the
           “traditional” HVDC technology, operating with a power of more than 100 MW),
           and (ii) HVDC Light/Plus (used for undersea cable links and long underground
           cable links, with range from around 80 kV up to 320 kV);
       -   segmentation of FACTS into: (i) Series compensation FACTS, and the latter into
           a) fixed (Fixed Series Compensation or Fixed SC), and b) controlled Series
           compensation FACTS; and (ii) (Dynamic) Shunt compensation FACTS, and the
           latter into: (i) static compensators (STATCOM), and (ii) static VAR
           compensators (SVC);
       -   segmentation of substations into: (i) AIS substation; (ii) GIS substation; (iii)
           Hybrid substation; and (iv) Mobile substation.
    (108) The market investigation confirmed that T&D turnkey systems could be viewed
            as a separate market, with the majority of customers and competitors confirming
94 For more information on these products please see Annex 1.
                                                       21
 ---pagebreak---               such an understanding.95 The results of the market investigation on any plausible
              segmentations within T&D turnkey systems were mixed.
     (109) As regards T&D turnkey systems, the majority of customers considered that
              T&D turnkey systems could be segmented between HVDC stations/systems,
              FACTS and substations. For example, a customer explained that these segments
              require different knowledge. Another customer explained that the products
              require different supply chains.96 On the other hand, competitors had divergent
              views whether HVDC stations/systems, FACTS and substations are part of one
              market for T&D turnkey systems, or can be viewed as belonging to different
              markets. One competitor that opined that these products belong to different
              markets explained that there are different electronic engineering standards
              applicable to these products.97
     (110) As regards a possible segmentation between HVDC Classic and HVDC
              Light/Plus, the market investigation also yielded mixed results. While the
              majority of customers considered that a segmentation between HVDC Classic
              and HVDC Light/Plus is warranted,98 the majority of competitors were of the
              opposite view.99
     (111) As regards FACTS sub-segmentation into Series compensation FACTS and
              (Dynamic) Shunt compensation FACTS, the majority of customers considered
              that such a segmentation is not warranted.100 One customer explained that there
              is not a lot of difference between these two products, and another one that it is
              likely that these products will be supplied by the same manufacturers.101
              Competitors were split in their view as to whether Series compensation FACTS
              and (Dynamic) Shunt compensation FACTS belong to the same market or not.
              Those who considered that the products should not be segmented explained that
              these different technologies have the same basic functionality and suppliers
              mostly offer several technologies; and that these products are complementary to
              secure the grid quality.102
     (112) As regards the possible segmentation of Series compensation FACTS into fixed
              (Fixed Series Compensation or Fixed SC), and controlled Series compensation
              FACTS, the majority of customers and competitors considered that such a
              segmentation is not warranted.103
     (113) As regards the possible segmentation of (Dynamic) Shunt compensation FACTS
              into static compensators (STATCOM), and static VAR compensators (SVC),
95  Replies to eQuestionnaire – Customers, questions 22 and 22.1; Replies to eQuestionnaire – Competitors,
    questions 24 and 24.1.
96  Replies to eQuestionnaire – Customers, questions 23 and 23.1.
97  Replies to eQuestionnaire – Competitors, questions 25 and 25.1.
98  Replies to eQuestionnaire – Customers, question 24.
99  Replies to eQuestionnaire – Competitors, question 26.
100 Replies to eQuestionnaire – Customers, question 25.
101 Replies to eQuestionnaire – Customers, question 25.
102 Replies to eQuestionnaire – Competitors, questions 27 and 27.1.
103 Replies to eQuestionnaire – Customers, questions 26 and 26.1; Replies to eQuestionnaire – Competitors,
    questions 28 and 28.1.
                                                        22
 ---pagebreak---               customers and competitors were split in their view as to whether these products
              should belong to separate markets or not.104
     (114) Finally, as regards the possible segmentation of substations into: (i) AIS
              substations; (ii) GIS substations; (iii) Hybrid substations; and (iv) Mobile
              substations, the majority of customers considered that these products could be
              part of different markets. For example, customers explained that prices of the
              products differ; there are different supply chain operating for these products; and
              not all suppliers can offer the various different designs.105
     (115) Taking into account the Notifying Party's arguments and the results of the
              market investigation, the Commission considers that, in any case, the precise
              scope of the product market definition of T&D Turnkey systems can be left
              open since the Proposed Transaction does not raise serious doubts on the
              narrowest plausible segmentation within T&D turnkey systems, which in this
              case is HVDC stations, FACTS and substations, and the further sub-
              segmentation for HVDC stations/systems between HVDC Classic and HVDC
              Light/Plus; for FACTS between Series compensation FACTS (fixed (Fixed
              Series Compensation or Fixed SC), and controlled Series compensation FACTS)
              and (Dynamic) Shunt compensation FACTS (static compensators (STATCOM),
              and static VAR compensators (SVC)); and for substations between AIS
              substations, GIS substations, hybrid substations, and mobile substations.
                   Power semiconductors
     (116) Semiconductors are materials, such as silicon, which can act as an insulator, but
              are also capable of conducting electricity. Therefore, they are a good medium
              for the control of electrical current. Semiconductors are at the heart of many
              devices which are produced by the Parties and can be found in virtually every
              electronic device today. They are rarely bought as end-products by consumers.
              Rather, they are an input product for equipment manufacturers in virtually all
              sectors within the electronic equipment industry.
     (117) The Proposed Transaction relates to power semiconductors (including high
              power semiconductors), which have a different functionality compared to
              general semiconductors.106 Power semiconductors include integrated circuits
              (ICs), discretes, as well as many other types of power semiconductors and
              modules. The Proposed Transaction relates to power discretes, such as diodes,
              rectifiers, transistors or thyristors, and modules (the transaction relates to these
              products in the sense that one or both of the Parties produces them).
     (118) The overlap between the Parties' global offerings mainly relates to high power
              standard IGBT modules, where both Parties have a limited position at a global
104 Replies to eQuestionnaire – Customers, questions 27 and 27.1; Replies to eQuestionnaire – Competitors,
    questions 29 and 29.1.
105 Replies to eQuestionnaire – Customers, questions 28 and 28.1; Replies to eQuestionnaire – Competitors,
    questions 30 and 30.1.
106 While general semiconductors (operating in ranges of mW or µW) are used to control devices with
    millions of (low-power) switching functions, power semiconductors (operating in ranges > 1 W) and high
    power semiconductors (operating in ranges > 1200 V / 300 A) only provide for one switch with high
    power.
                                                        23
 ---pagebreak---             level and in the EEA. In addition, both Parties also had minor sales of discretes
            (more specifically: diodes / rectifiers) both globally and in the EEA.107
        (A)      The Commission’s decisional practice
     (119) In previous cases relating to semiconductors, the Commission distinguished
            between ICs, discretes, and sensors and actuators, respectively (and further sub-
            segments, as applicable).108 The Commission also considered within discretes a
            distinction between the segments for RF and microwave, power transistors
            and thyristors, rectifiers and power diodes, and small signal and other
            discretes.109
        (B)      The Notifying Party’s view
     (120) The Notifying Party submits that these cases relating to general semiconductors
            can give a rough indication as to how to further segment the relevant markets
            based on the relevant types of semiconductors available, as they are not directly
            applicable to high power semiconductors which differ in functionality and in the
            relevant sub-types compared to general semiconductors.
     (121) The Notifying Party submits that in the area of power semiconductors, a
            distinction can be made between discretes (including, e.g., thyristors and
            diodes/rectifiers) and modules. While it would also appear plausible to further
            segment discretes into thyristors, diodes/rectifiers, IGCTs, GTOs and GCTs as
            well as IGBTs, the Notifying Party maintains that it would not be appropriate to
            distinguish between power, high power and extra-high power semiconductors
            for the following reasons.
     (122) First, the basic functionality remains the same regardless of the exact (high)
            power level. Power semiconductors provide for one switch with high power, as
            opposed to “general semiconductors” that provide for millions of “low power”
            switches.
     (123) Second, the input material for all power semiconductors is the same (primarily
            silicon). Producing different power semiconductors therefore does not require
            any substantive change in the materials used, or the manufacturing facilities.
     (124) Third, there is no established standard or defined term as to where to draw the
            line between power, high power and extra high power - notably, also established
            industry reports including IHS only provide sales data for power semiconductors
            overall rather than splitting between power and high power or power, high
            power, and extra high power. Suppliers such as the Target offer a wide range of
            product types with voltage ratings ranging (in the case of the Target) from 200
            to 8500 V and current ratings from 25 to 13500 A. Whether or not a product
            would qualify as power, high power or even extra high power would ultimately
            depend (apart from the definition of these categories) on the required
            specifications of the customer on these two metrics. Moreover, the IHS reports
107 Form CO, paragraph 494.
108 Case COMP/M.7585 - NXP Semiconductor/Freescale Semiconductor, paragraph 14.
109 Case COMP/M.7585 - NXP Semiconductor / Freescale Semiconductor, paragraph 78.
                                                   24
 ---pagebreak---               only distinguish between power levels (powers vs. high power) for two types of
              semiconductors, i.e., thyristors and diodes/rectifiers.
     (125) Fourth, while there is a difference in suppliers for “general” semiconductors and
              “power semiconductors”, there is no such distinction between power, high
              power and extra high power. While certain suppliers (such as e.g. Hitachi) may
              focus on semiconductors that are usually provided at the lower end of the range,
              in principle, all suppliers are capable of providing power and high-power
              semiconductors as the underlying basic technology is similar.
     (126) Fifth, while there is a difference between the types of semiconductors included
              in the categories of “general” semiconductors and “power semiconductors”,
              there is no such difference between the types of devices that are offered in
              power, high power and extra high power. Furthermore, the types of
              semiconductors offered by the Parties can be both power and high power (or
              extra high power).
     (127) Lastly, in terms of downstream use, parallel and multilevel connection of lower
              power semiconductors are increasingly used to better harvest the economy of
              scale of the lower power components.
     (128) In any event, the Notifying Party submits that the market definition can
              ultimately be left open.110
        (C)        The Commission’s assessment
     (129) The Commission conducted its market investigation on the basis of and in
              respect of the plausible sub-segments of power semiconductors mentioned
              above.
     (130) The majority of customers and competitors considered that power
              semiconductors could be segmented between thyristors, diodes/rectifiers,
              integrated gate-commutated thyristors (IGCTs), gate turn-off thyristors (GTOs),
              gate-commutated thyristors (GCTs), transistors (insulated gate-bipolar
              transistors (IGBTs), IGBT dies, press-pack IGBTs, bipolar semiconductors,
              IGBT modules, diode modules, Integrated Circuits (ICs), and modules of
              thyristors/diodes.111 Some customers and competitors further explained that
              there could be also other plausible segments of power semiconductors.112
     (131) As regards plausible segmentation of power semiconductors as per different
              power levels (power, high power, extra high power), the market investigation
              yielded mixed results. The majority of customers considered that such
              segmentation is not warranted.113 On the other hand, the majority of competitors
              considered that power semiconductors could be further segmented into power,
110 The Notifying Party has provided data for various product splits of power semiconductors.
111 Replies to eQuestionnaire – Customers, questions 30 and 30.1; Replies to eQuestionnaire – Competitors,
    questions 32 and 32.1.
112 Replies to eQuestionnaire – Customers, questions 30 and 30.1; Replies to eQuestionnaire – Competitors,
    questions 32 and 32.1.
113 Replies to eQuestionnaire – Customers, questions 31 and 31.1.
                                                         25
 ---pagebreak---               high power, extra high power.114 Some competitors however did not consider
              such a segmentation appropriate. For example, a competitor explained that the
              distinction between general semiconductors and power semiconductors is
              sufficient to classify the use of the semiconductor, and a further distinction of
              power semiconductors is not needed. This competitor also explained that
              customers usually can choose between several options of power semiconductors
              depending on the topology used in the system and the design of the system in
              terms of building block, and this makes a segmentation into power ranges
              difficult.115
     (132) As regards a plausible segmentation of IGBT modules into (i) standard IGBT
              modules and (ii) other (application-specific) IGBT modules, the majority of
              customers considered that this is not warranted.116 Competitors’ view on this
              question were split.117 For example, competitors explained that the value of
              specific modules parameters differ per application, but they are usually not
              specific for one application; It is not important to segment the IGBT, as specific
              modules are only for specific cases; the technology for the IGBT modules is the
              same.118
     (133) Taking into account the Notifying Party's arguments and the results of the
              market investigation, the Commission considers that, in any case, the precise
              scope of the product market definition for power semiconductors can be left
              open since the Proposed Transaction does not raise serious doubts on the
              narrowest plausible segmentation within power semiconductors, which in this
              case are power semiconductor discretes; power semiconductor modules; high-
              power semiconductors; power diodes/rectifiers (including all power levels); high
              power diodes/rectifiers; power thyristors (including all power levels); high
              power thyristors; standard IGBT modules (which are only high power);
              thyristor/diode modules (& rectifier bridges) (which are only high power);
              GTOs, IGCTs & GCTs (which are only high power); press-pack IGBT modules
              (which are only high power); discrete IGBTs (which are only high power);
              intelligent power modules (IGBT-IPMS) (which are only high power); power
              integrated modules (PIM/CIB) (which are only high power); bipolar power
              transistors (which are only lower to medium power, but not high power); power
              ICs (which are only lower to medium power, but not high power).119
                   EV charging infrastructure
        (A)        The Notifying Party’s view
     (134) The Notifying Party submits that charging infrastructure for electric vehicles
              could form a distinct product market within the area of Grid Integration, without
              further distinguishing between the different vehicle types e.g. (a) charging
              infrastructure for public transportation and (b) charging infrastructure for other
114 Replies to eQuestionnaire – Competitors, questions 33 and 33.1.
115 Replies to eQuestionnaire – Competitors, question 33.1.
116 Replies to eQuestionnaire – Customers, questions 32 and 32.1.
117 Replies to eQuestionnaire – Competitors, questions 34 and 34.1.
118 Replies to eQuestionnaire – Competitors, question 34.1.
119 None of the Parties have any activities in thyristor/diode modules (& rectifier bridges), intelligent power
    modules (IGBT-IPMS), power integrated modules (PIM/CIB), bipolar power transistors, and power ICs.
                                                           26
 ---pagebreak---               vehicles. Nevertheless, the Notifying Party submits that the precise market
              definition can be left open, as the Proposed Transaction will not raise any
              competitive concerns in relation to EV charging systems.
        (B)        The Commission’s assessment
     (135) The majority of customers and competitors considered that EV charging
              infrastructure could be viewed as a separate market within GI products.120
     (136) Furthermore, the majority of customers considered that EV charging
              infrastructure could be segmented into (i) charging infrastructure for electric
              vehicles for the public transport (trams and buses), and (ii) charging
              infrastructure for other electric vehicles types.121 Some customers explained that
              not all suppliers are capable of providing (yet) the whole range of charging
              infrastructure. However, the majority of competitors were of the opposite view,
              and considered that such a segmentation is not warranted.122
     (137) Taking into account the Notifying Party's arguments and the results of the
              market investigation, the Commission considers that, in any case, the precise
              scope of the product market definition for charging infrastructure for electric
              vehicles can be left open since the Proposed Transaction does not raise serious
              doubts on the narrowest plausible segmentation within charging infrastructure
              for electric vehicles, which in this case is charging infrastructure for electric
              buses used for public transportation.
4.5.2. Geographic market
        (A)        The Commission’s decisional practice
     (138) The Commission has considered in a previous case that the scope of the
              geographic market for transmission & distribution (T&D) equipment is at least
              EEA-wide.123 In another case, the Commission left open the question whether
              the geographic market for transmission and distribution products is EEA-wide
              or worldwide in scope.124
        (B)        The Notifying Party’s view
     (139) The Notifying Party submits that, in particular, HVDC stations and FACTS are
              tendered globally and all large suppliers are also active globally. The Notifying
              Party submits that the exact scope of the geographic market for T&D turnkey
              systems need not be defined in this case, as concerns will neither arise in case of
              an EEA-wide market definition (in which case there would not be an overlap
              between the parties, as Hitachi is not active in T&D turnkey systems within the
              EEA) nor in case of a global market definition.
120 Replies to eQuestionnaire – Customers, questions 22 and 22.1; Replies to eQuestionnaire – Competitors,
    questions 24 and 24.1.
121 Replies to eQuestionnaire – Customers, questions 29 and 29.1.
122 Replies to eQuestionnaire – Customers, questions 31 and 31.1.
123 Case COMP/M.3296 - Areva/ALSTOM T&D, paragraph 17.
124 Case COMP/M.7278 - General Electric/Alstom paragraph 1803.
                                                        27
 ---pagebreak---      (140) As regards semiconductors, the market investigation in a recent Commission
               decision gave strong indications that the markets for semiconductors are
               worldwide in scope (although the Commission has left open the precise scope of
               the geographic market).125
     (141) The Notifying Party submits that the markets for power semiconductors are
               indeed global in scope and that all the larger providers are also active globally.
     (142) The Notifying Party submits that the market segment for charging infrastructure
               for electric vehicles is global in scope. First, all major suppliers of charging
               infrastructure for electric vehicles are active globally and sell to customers on a
               global basis. Second, prices for charging infrastructures for electric vehicles are
               quoted on a global basis, and do not vary substantially according to geographic
               region. Third, manufacturers of electric vehicles generally apply a worldwide
               purchasing policy to most of their input products, including for the charging
               infrastructures. In any event, the Notifying Party submits that the precise
               geographic market definition can ultimately be left open in this case as no
               concerns will arise under any plausible narrower geographic market
               definition.126
         (C)        The Commission’s assessment
     (143) The results of the market investigation point towards a worldwide market for all
               sub-segments of GI products, as a majority of customers127 and of competitors128
               confirmed. According to a majority of competitors, GI systems and products
               sold across different world regions are substitutable (e.g., in terms of product
               specifications, safety and industry standards). Competitors also explained that
               standards are similar across the world and suppliers can comply with the diverse
               standards.129 Both customers and competitors confirmed that suppliers of GI
               products participate in tenders across the whole of the world.130
     (144) Within the EEA, competitors do not supply the same GI systems and/or products
               at materially different prices (by 5-10%) across individual Member States.131
               Transport costs for GI products across the EEA only make up a small percentage
               of the purchase price of individual GI products (less than 5% according to a
               majority of customers132 and between 5-10% according to a majority of
               competitors133). The majority of competitors explained that they participate in
               tenders for GI systems and products in the whole of the EEA,134 and this was
125 Case COMP/M.7585 - NXP Semiconductor / Freescale Semiconductor, paragraphs 58, 85, 99.
126 The Target is only active in Switzerland, and Hitachi is not active in the market for charging infrastructure
    for electric vehicles anywhere in the world.
127 Replies to eQuestionnaire – Customers, questions 59, 59.1, 67 and 67.1.
128 Replies to eQuestionnaire – Competitors, questions 63, 63.1, 71 and 71.1.
129 Replies to eQuestionnaire – Competitors, questions 63 and 63.1.
130 Replies to eQuestionnaire – Customers, questions 61 and 61.1; Replies to eQuestionnaire – Competitors,
    questions 65 and 65.1.
131 Replies to eQuestionnaire – Customers, question 63; Replies to eQuestionnaire – Competitors, question
    67.
132 Replies to eQuestionnaire – Customers, question 66.
133 Replies to eQuestionnaire – Competitors, question 70.
134 Replies to eQuestionnaire – Competitors, question 68.
                                                          28
 ---pagebreak---               also confirmed by customers.135 National markets can thus be excluded for the
              purpose of the present case.
     (145) In any event, there is no need to close the geographic market definition for GI
              products between the EEA and worldwide, as the Proposed Transaction does not
              lead to serious doubts under any plausible market definition.
4.6.     Internet of things (IoT) platforms
4.6.1. Product market
     (146) Hitachi has an IoT platform called "Lumada" which can be used for the
              acceleration of digital solutions using field data from customer assets.
     (147) Whilst the term “platform” is used for many sorts of platforms, the “real IoT
              platforms” are so-called IoT Application Enablement Platforms, i.e. IoT
              platforms to develop and run industrial IoT applications. In that sense, IoT
              platforms are comparable to operating systems, since, like an operating system,
              the platforms serve as a basis for the development and operation of software. In
              the context of industrial IoT, this software consists of industrial IoT applications
              that meet industrial customers’ growing needs.136
     (148) The Commission has not yet considered the supply of IoT platforms such as the
              Lumada Platform in detail. However, the Commission has examined operating
              systems on several occasions.137
     (149) The Notifying Party submits that the relevant product market for the purposes of
              assessing the Lumada Platform should be the market for the supply of IoT
              platforms, or, alternatively, a broader market for “infrastructure software”
              (Infrastructure software is typically distinguished from other (secondary)
              software products such as middleware, application software and office software,
              and operating/browser software). According to the Notifying Party, IoT
              platforms constitute comprehensive solutions with many functionalities, as
              opposed to a specific solution for a particular functionality. In any event, the
              Notifying Party submits that the exact product market definition can be left open
              since the Proposed Transaction does not substantially affect the supply of IoT
              platforms.
     (150) The majority of customers and competitors explained that industrial IoT
              platforms should not be considered separately from other (non-industrial) IoT
              platforms.138 Market respondents explained that a platform is rarely segment
              specific even though it can host apps that could be segment specific; that such
135 Replies to eQuestionnaire – Customers, question 64.
136 Form CO, paragraph 984.
137 In terms of operating systems, the Commission has distinguished operating systems for different types of
    devices (PC vs. smart mobile devices (smartphones and tablets) vs. simple mobile devices such as PDAs),
    based on different hardware requirements and performance capacities, see Case COMP/M.6381 –
    Google/Motorola Mobility, paragraph 26, referring to Case COMP/C-3/37.792 – Microsoft, paragraphs
    324-330.
138 Replies to eQuestionnaire – Customers, questions 36 and 36.1; Replies to eQuestionnaire – Competitors,
    questions 38 and 38.1.
                                                        29
 ---pagebreak---               platforms can be employed for both industrial and non-industrial use; and that
              IoT platforms can span across different commercial segments.139
     (151) The majority of customers and competitors confirmed that IoT platforms are
              part of a broader market for “infrastructure software” (infrastructure software
              being the foundation and thus the infrastructure for the development and
              operation of secondary software).140
     (152) Finally, majority of customers and competitors considered that IoT platforms are
              rather a comprehensive solution with many different functionalities, as opposed
              to a specific solution for a particular functionality.141
     (153) Taking into account the Notifying Party's arguments and the results of the
              market investigation, the Commission considers that, in any case, the precise
              scope of the product market definition can be left open since the Proposed
              Transaction does not raise serious doubts on the narrowest plausible
              segmentation, which in this case is IoT platforms.
4.6.2. Geographic market
     (154) The Notifying Party submits that the geographic scope of both the market for
              IoT platforms or the broader market for infrastructure software is global in
              scope. According to the Notifying Party, licensing agreements for IoT platforms
              such as the Lumada platform are generally concluded on a global basis and the
              objective conditions for competition are essentially the same across the world.
              Neither import restrictions, transport costs nor technical requirements constitute
              significant limitations. Certain country-specific limitations due to regulations
              may exist, but, as far as the supply-side is concerned, they do not constitute an
              obstacle for swift supply on a global basis.
     (155) The Commission market investigation gave strong indications that the market
              for IoT platforms is worldwide in scope, with the vast majority of competitors
              and customers confirming such scope.142 Competitors and customers explained
              that the market conditions are the same worldwide, and that IoT platforms
              suppliers are active and offer the same platforms on a worldwide basis.
     (156) In any event, there is no need to close the geographic market definition for IoT
              platforms, as the Proposed Transaction does not lead to serious doubts under any
              plausible market definition (EEA-wide or worldwide).
139 Replies to eQuestionnaire – Customers, questions 36 and 36.1; Replies to eQuestionnaire – Competitors,
    questions 38 and 38.1.
140 Replies to eQuestionnaire – Customers, questions 37 and 37.1; Replies to eQuestionnaire – Competitors,
    questions 39 and 39.1.
141 Replies to eQuestionnaire – Customers, questions 38 and 38.1; Replies to eQuestionnaire – Competitors,
    questions 40 and 40.1.
142 Replies to eQuestionnaire – Customers, questions 68 and 68.1; Replies to eQuestionnaire – Competitors,
    questions 72 and 72.1.
                                                       30
 ---pagebreak--- 5.       COMPETITIVE ASSESSMENT
     (157) In the EEA and/or globally, the activities of the Parties give rise to a number of
              affected markets in relation to HV products, transformers, and GI products.
              Specifically, the affected markets relate to: (i) three HV product categories
              (including a number of plausible sub-segments thereof)143, (ii) two transformer
              categories (including a number of plausible sub-segments thereof)144, and (iii)
              two GI product categories – HVDC and FACTS (including a number of
              plausible sub-segments thereof).
     (158) The competitive assessment below addresses the potential horizontal, vertical
              and conglomerate effects derived from the Proposed Transaction in the affected
              markets.
5.1.     The Notifying Party’s view
     (159) The Notifying Party argues that the Proposed Transaction will not give rise to
              any Significant Impediment to Effective Competition (“SIEC”) on any market,
              for the following reasons:
             (i) The activities of the Parties are complementary, both as far as the scope of
                  products are concerned, and in relation to their geographic presence (with
                  Hitachi being active mainly [outside the EEA], where the Target has minor
                  activities at best).145 In the EEA, overlaps resulting from the activities of the
                  Parties are limited.146 Even in these markets, the Proposed Transaction will
                  only lead to small market share increments and not give rise to any
                  substantive foreclosure effects.147
             (ii) Even on a global level, the Parties do not consider each other close
                  competitors and face competitive constraints from major suppliers such as
                  Siemens, GE and Schneider. On the markets for transmission and distribution
                  products as well as turnkey solutions and related services, new Chinese and
                  Korean suppliers are increasingly present.148
             (iii)On the newer markets for automation software and solutions, the companies
                  face competition both from a large number of established IT companies and
143 Horizontally, in a global market for HV circuit breakers and HV generator circuit breakers. Vertically,
    both globally and in the EEA, in the market for HV AIS modules (downstream) and, in the EEA, the
    overall categories MV products (MV switchgear in particular) and transformers (power transformers in
    particular)(upstream).
144 Horizontally, in a global market for traction transformers. Vertically, both globally and in the EEA, in the
    overall category of transformers and for the segment of power transformers (with HVDC, FACTS and HV
    AIS (Multifunctional) Modules), as well as for the segment of traction transformers (with railway rolling
    stock (downstream), and bushings, tap changers, measurement and safety devices, and insulation materials
    and components (upstream).
145 Form CO, paragraph 1085.
146 Form CO, paragraph 1086.
147 Form CO, paragraph 1090.
148 Form CO, paragraph 1087.
                                                          31
 ---pagebreak---                   their competitors in the "traditional" fields, as well as additional pressure
                  from several new entrants in these markets with low entry barriers. This
                  pressure is exacerbated by the competitive nature of the sector and strong
                  downward pricing pressure from customers.
5.2.    Horizontal non-coordinated effects
     (160) The Proposed Transaction would, based on the 2018 market share data, give rise
              to two horizontally affected markets, one in relation to HV circuit breakers, and
              the other in relation to traction transformers, both in a global market.
     (161) Market share data for these affected markets are available in Annex II to this
              Decision (“Annex II”).
5.2.1. HV products
     (162) In the group of HV products, based on 2018 figures an affected market only
              arises on a global149 market for HV circuit breakers and, in case of a further sub-
              segmentation, HV generator circuit breakers.
5.2.1.1. HV circuit breakers and HV generator circuit breakers
        (A)         The Notifying Party’s view
     (163) The Notifying Party argues that one overall market should be defined for HV
              products, as outlined in paragraph (17). This market would not be affected either
              at EEA or at worldwide level. The Parties’ combined market shares in an
              worldwide market for HV products would remain below 20% in the past years
              ([10-20]% in 2016, [10-20]% […] and [10-20]% in 2018). In an EEA market
              for HV products, there would be no overlap as Hitachi is not present.
     (164) A further segmentation leads to an affected market for HV circuit breakers and
              HV generator circuit breakers at worldwide level. However, on an EEA-wide
              market, there would not be a horizontal overlap between the Parties as Hitachi is
              not present in the market for HV circuit breakers within the EEA.
     (165) The Notifying Party also points out that the market is highly competitive, given
              the presence of strong global suppliers for HV circuit breakers (and relevant
              sub-segments), notably GE/Alstom and Siemens, which both have market shares
              of more than 20%, as well as Meclo and Schneider Electric.
        (B)         The Commission’s assessment
     (166) In a global market for HV circuit breakers, the Parties’ combined share was
              approximately [20-30]% in 2016-2018. Hitachi's worldwide market share was
              below [0-5]% in 2016, 2017 and 2018, and the increment would be de minimis.
              The five year average (2014-2018) was higher, with a combined market share of
              the Parties of [30-40]% at global level. Given Hitachi’s share of [0-5]% (over
149 On an EEA-wide market, there would be no overlap as Hitachi had no sales in the EEA in 2016-2018.
 Should read: ‘2017’
                                                      32
 ---pagebreak---               the period 2014-18), the increment in market share resulting from the Proposed
              Transaction would be small even when looking at a longer time frame.
     (167) The pre-merger HHI for HV circuit breakers on a worldwide sales basis in 2018
              was [2000 – 2500] and the post-merger HHI will be [2000 – 2500] resulting in
              a delta of [50-60]. As such, the Parties’ activities in HV circuit breakers meet
              the requirements of the filter contained at paragraph 20 of the Horizontal Merger
              Guidelines.
     (168) A further horizontally affected markets would arise in the potential sub-segment
              of the market of HV generator circuit breakers. These markets are only
              horizontally affected in a potential worldwide market, as Hitachi is not present
              in circuit breakers in the EEA. The Parties’ combined share in a worldwide
              market for HV generator circuit breakers was [40-50]% in 2018. Hitachi’s
              worldwide market share was below [0-5]% in 2016, 2017 and 2018, and the
              increment would be de minimis ([0-5]%) in 2018.
     (169) The pre-merger HHI for generator circuit breakers on a worldwide sales basis in
              2018 was [4000 – 4500] whereas the post-merger HHI will be [4000 – 4500]
              resulting in a delta of just [60-70]. As such, the Parties’ activities in generator
              circuit breakers meet the requirements of the filter contained at paragraph 20
              Horizontal Merger Guidelines.
     (170) In addition, the arguments of the Parties that Hitachi and the Target do not
              compete in the EEA and that on a global level strong competitors are present
              (see paragraph (159)) were confirmed in the market investigation for HV
              products in general, without exceptions, and are thus also valid for HV circuit
              breakers and HV generator circuit breakers.
     (171) First, the market investigation confirmed the argument of the Notifying Party
              that it and the Target do not compete in HV products in the EEA. Hitachi is not
              considered an important supplier of HV products in the EEA, as confirmed by a
              majority of participants in the market investigation.150 In particular, Hitachi is
              not perceived as a key supplier of HV circuit breakers and HV generator circuit
              breakers by a majority of both customers and competitors,151 neither in the EEA
              overall nor in a part of it.152 Therefore the Proposed Transaction does not
              materially change the competitive structure of the market for HV circuit
              breakers and HV generator circuit breakers.
     (172) Second, the Target’s main competitors mentioned by most market participants
              are Siemens, GE/Alstom, Schneider Electric,153 with no major differences
              between countries in the EEA.154 As a customer explained, “[t]here is a
150 Replies to eQuestionnaire – Customers, question 73;  Replies to eQuestionnaire – Competitors, question
    74.
151 Replies to eQuestionnaire – Customers, question 75;  Replies to eQuestionnaire – Competitors, question
    74.2.
152 Replies to eQuestionnaire – Customers, question 76;  Replies to eQuestionnaire – Competitors, question
    74.3.
153 Replies to eQuestionnaire – Customers, question 72.
154 Replies to eQuestionnaire – Customers, question 73;  Replies to eQuestionnaire – Competitors, question
    73.4.1.
                                                        33
 ---pagebreak---               sufficiently large number of companies that manufacture HV products so that a
              selection is possible at any time.” The market investigation also showed that
              specialised or local suppliers of HV products are generally able to compete with
              large-scale suppliers such as the Target and Hitachi.155 There are thus sufficient
              credible producers of HV circuit breakers and HV generator circuit breakers
              available throughout the EEA.
     (173) Third, switching from one supplier of HV products to another is easy. A very
              large majority of customers reported that they had switched supplier in the
              past.156 A clear majority of customers consider that they would retain sufficient
              alternative sources of supply and could switch to another supplier than the
              Target or Hitachi if the merged entity were to supply at worse conditions after
              the Proposed Transaction is implemented.157 This would be the case for any
              subsegment of a HV product market, in any part of the EEA.158 The possibility
              to switch suppliers of any HV products, including HV circuit breakers and HV
              generator circuit breakers, thus constitutes additional competitive constraints.
     (174) Finally, none of the customers who participated in the market investigation
              expect the Proposed Transaction to have a negative impact on the markets for
              any HV products, including circuit breakers and generator circuit breakers.159
     (175) Therefore, taking into account the Notifying Party's arguments and the results to
              the market investigation, the Commission concludes that the Proposed
              Transaction does not raise serious doubts as to its compatibility with the internal
              market as a result of horizontal non-coordinated effects with respect to the
              affected HV product categories HV circuit breakers and its sub-segment, HV
              generator circuit breakers.
5.2.2. Transformers
        (A)        The Notifying Party’s view
     (176) The Notifying Party submits that the appropriate data with which to assess
              traction transformers is the order basis, which allows for a more accurate
              comparison with the order-based railway rolling stock share data. However, if
              reviewed on a sales basis, the Proposed Transaction would only give rise to one
              horizontally affected segment in 2018 in the market for traction transformers on
              a worldwide basis.
     (177) The combined share of the Parties would be [40-50]% in 2018 with a de minimis
              increment from Hitachi of [0-5]%. Hitachi had no sales of traction transformers
              in the EEA in 2018 and, globally, [Confidential details on Hitachi's position on
              the worldwide market for traction transformers].
155 Replies to eQuestionnaire – Customers, question 89; Replies to eQuestionnaire – Competitors, question
    81.
156 Replies to eQuestionnaire – Customers, question 93.
157 Replies to eQuestionnaire – Customers, question 79.
158 Replies to eQuestionnaire – Customers, questions 80 and 81.
159 Replies to eQuestionnaire – Customers, question 169.
                                                        34
 ---pagebreak---      (178) There are no other horizontally affected markets or segments in 2018 within
              transformers. On this basis, Hitachi submits that the Proposed Transaction will
              not give rise to any competition concerns.
        (B)        The Commission’s assessment
     (179) The Commission considers that, taking into account the Notifying Party's
              arguments and in particular the fact that Hitachi had sales of traction
              transformers [outside the EEA], and the minimal increment of market shares
              worldwide (below [0-5]%, and with an HHI delta brought by the Proposed
              Transaction below 150160). As such, the Parties’ activities in traction
              transformers meet the requirements of the filter contained at paragraph 20 of the
              Horizontal Merger Guidelines.
     (180) Also no respondent to the Commission’s market investigation raised any
              horizontal concerns with respect to the Parties’ combined activities in traction
              transformers. The Commission therefore concludes that the Proposed
              Transaction does not raise serious doubts as to its compatibility with the internal
              market with regard to horizontal non-coordinated effects in relation to
              transformer products.
5.3.    Vertical non-coordinated effects
     (181) The Proposed Transaction gives rise or strengthens various vertical relationships
              at EEA-wide or worldwide level. Hitachi has a limited presence in most
              products and, out of these, the relationships in the table below lead to affected
              markets. All materially vertically affected markets result from one of the
              Parties’ relatively strong presence in five product markets: HV AIS modules,
              traction transformers, HVDC and FACTS. Therefore the analysis of vertical
              non-coordinated affects will focus on the analysis of these product groups.161
160 On a worldwide order intake basis both for 2018 and for the period 2013-2018.
161 No vertical link arises in relation to inputs for semiconductors (such as for example electronic adhesives
    and map molding support tape) as an upstream market and semiconductors as a downstream market.
    Hitachi Chemical which produces a number of input materials for semiconductors is no longer a
    subsidiary of and is no longer controlled by Hitachi as of 28 April 2020. Hitachi Chemical is now a
    consolidated subsidiary of Showa Denko. There is no information suggesting that that divestiture of
    Hitachi Chemical was caused by the Proposed Transaction (Source: Form CO, Parties’ response of 18
    May 2020 to Commission’s Request for information 11, Parties’ response of 19 May 2020 to
    Commission’s Request for information 13).
                                                           35
 ---pagebreak---  ---pagebreak--- 5.3.1. HV products: vertical links in relation to HV AIS modules
     (182) Both in the EEA and at worldwide level, two vertically affected markets arise
           because of the activities of the Target in HV AIS modules, a market which is
           downstream of the market for MV products (MV switchgear in particular) and
           transformers (power transformers in particular) where Hitachi also has some
           very limited activities.
     (183) In the EEA, the Target’s market share in HV AIS modules was [30-40]% in
           2018 ([70-80]% in 2016 and [40-50]% in 2017). In a worldwide market, the
           Target’s market share in HV AIS was [60-70]% in 2018 ([80-90]% in 2016 and
           [70-80]% in 2017).
     (184) As for the upstream markets, only Hitachi is present in the global market for
           MV switchgear, but its market shares in 2018 remained de minimis below [0-
           5]%. In the EEA, none of the Parties is active in MV switchgear. In a broader
           market encompassing all MV products, the Parties’ combined market shares in a
           worldwide market and in the EEA remain below 5%.162
     (185) In the global market for power transformers, both Parties are active, with a
           combined market share of [10-20]%. Hitachi’s market share is de minimis with
           [0-5]% in 2018. In a broader worldwide market encompassing all transformers,
           the Parties’ combined market share was [10-20]%. In the EEA, only the Target
           is active in transformers.
5.3.1.1. No foreclosure in relation to HV AIS modules
     (186) The Notifying Party argues that the Proposed Transaction does not lead to a
           foreclosure risk given Hitachi’s very limited activities in all plausible upstream
           markets and a decreasing position of the Target in the downstream market for
           HV AIS modules. Its market shares have been steadily decreasing in the last
           three years. A number of other large suppliers of HV AIS Modules, such as
           GE/Alstom, Pinggao or Siemens, make the global industry increasingly
           competitive. Pinggao and Siemens gained shares in 2018. Moreover, the
           Notifying Party argues that the market for HV AIS modules is a niche market
           with very limited global total market sizes.163
     (187) In the upstream markets, following the completion of the Proposed Transaction,
           various credible competitors will pose additional competitive constraints. In the
           market for MV switchgear, highly competitive alternative suppliers who can
           equally offer MV switchgear, such as Schneider Electric, Siemens, Eaton,
           Melco and Toshiba T&D.164 In the market for power transformers, these
           include GE/Alstom, Getra, Koncar Siemens, SGB, Tamini-Tes, Xian XD, and
           TBEA. These will continue to offer MV switchgear and power transformers to
           competing suppliers of HV AIS modules and hence no input foreclosure will
           arise.165
162 Form CO, paragraph 637.
163 Form CO, paragraph 1114.
164 Form CO, paragraph 638a.
165 Form CO, paragraph 636.
                                                 37
 ---pagebreak---      (188) In addition, the Notifying Party notes that both MV switchgear and power
              transformers are inputs to several other downstream applications beyond HV
              AIS Modules.166 For instance, power transformers are also an input for
              substations with customers such as Siemens, GE, Ocean Industry, Hyosung or
              Eico and hence no customer foreclosure can arise.167
     (189) The Commission considers that the Proposed Transaction would not lead to a
              foreclosure risk, as Hitachi will neither have the actual nor potential ability, nor
              incentive to either hamper or eliminate rivals' access to supplies or markets as a
              result of the Proposed Transaction.
     (190) First, the Target’s strong position in the downstream market for HV AIS is pre-
              existing and the Proposed Transaction only leads to affected markets as a result
              of Hitachi’s presence on global markets, outside the EEA. Given that Hitachi’s
              shares even on these global markets are de minimis in all plausible upstream
              markets (as outlined in paragraphs (184)-(185))), the Proposed Transaction
              would not materially alter the current market structure and the Parties’
              competitive incentives.
     (191) Second, the presence of credible competitors in both upstream and downstream
              markets was confirmed in the market investigation for all HV products, hence
              also HV AIS, as described in paragraph (172). As outlined in paragraph (173),
              there are no barriers to switching in any category of HV products. This would
              pose an additional competitive constraint eliminating the Parties’ abilities and
              incentives to foreclose rivals' access to supplies or markets.
     (192) Finally, none of the customers who participated in the market investigation
              expect the Proposed Transaction to have an impact on competition, input or
              customer foreclosure, on the markets for any HV products (see also paragraph
              (174)(174).168
     (193) The Commission therefore considers that the Proposed Transaction does not
              raise serious doubts about its compatibility with the internal market in relation to
              the market for HV AIS modules as the Parties will have neither the ability nor
              the incentive for input or customer foreclosure.
5.3.2. Transformers: Vertical links in relation to traction transformers
     (194) Railway rolling stock manufacturers (including Hitachi) purchase traction
              transformers (including from the Target) for use in their railway rolling stock.
     (195) The Target supplies its traction transformers either directly to railway rolling
              stock manufacturers (“OEMs”) or to system integrators which incorporate the
              traction transformer into the wider propulsion chain package which is then sold
              to OEMs. ABB itself has a division, ABB Motion (not part of the Proposed
              Transaction), which acts as a system integrator, i.e. as an intermediary between
              the Target’s manufacture of traction transformers and the OEM customers,
              which it offers as part of its propulsion systems.
166 Form CO, paragraph 638b (MV switchgear) and paragraph 636 (power transformers).
167 Form CO, paragraph 636.
168 Replies to eQuestionnaire – Customers, question 169.
                                                        38
 ---pagebreak---      (196) Although Hitachi's share in any of the plausible relevant markets in relation to
               railway rolling stock is below 30% worldwide and in the EEA, the Target's
               shares in the segment for traction transformers are above 30% both on a global
               and EEA-wide basis. Therefore, a vertically affected market arises (both
               globally and in the EEA) because of the activities of ABB in traction
               transformers.
     (197) In the upstream market for traction transformers, the Target’s market share was
               [50-60]% on average from 2013 to 2018 in the EEA; and [40-50]% on average
               from 2013 to 2018 globally. Hitachi is not active in traction transformers in the
               EEA, and has a de minimis share in traction transformers globally ([0-5]% on
               average from 2013 to 2018, [with sales outside the EEA]). Moreover, sales are
               limited since Hitachi does not supply its traction transformers to third parties,
               except when the railway rolling stock operators ask the contract award winner to
               use Hitachi traction transformers.
     (198) At the downstream level of railway rolling stock, Hitachi’s market share was
               below 10% regardless of the precise market segmentation, both in the EEA and
               globally. Hitachi’s presence is in fact minimal in most railway rolling stock
               segments both globally and in the EEA, and only in the segment of
               intercity/regional trains its market shares were higher, but still below 10%, both
               globally and in the EEA.
     (199) More precisely, Hitachi’s market share in the EEA and Switzerland was, on
               average between 2014 and 2018: [0-5]% for very high speed trains, [0-5]% for
               high speed trains, [5-10]% for intercity/regional trains, and [0-5]% for
               commuter trains; whereas Hitachi’s market share globally (except in China,
               Japan and South Korea) was, on average between 2014 and 2018: [0-5]% for
               very high speed trains, [0-5]% for high speed trains, [5-10]% for
               intercity/regional trains, and [0-5]% for commuter trains.169
     (200) The Notifying Party submits that the Proposed Transaction will not give rise to
               any significant impediment to effective competition as a result of this vertical
               relationship, since there is no risk of input or customer foreclosure.170
         (A)         No upstream input foreclosure for traction transformers
     (201) With regard to input foreclosure, the Notifying Party claims that Hitachi will not
               have the ability or incentive to foreclose railway rolling stock competitors,
               since:
169 Note that Hitachi is mostly active in the segment of intercity/regional trains, and has a minor/no presence
    in the segments for (very) high speed trains, which typically require the more sophisticated traction
    transformers.
170 For all other technically affected markets in the area of transformers (i.e. upstream: bushings, tap
    changers, measurement and safety devices, and insulation materials and components; and downstream:
    traction transformers), the Commission does not consider further these links on the basis that Hitachi’s
    individual shares in the respective markets are very limited (if not de minimis) and the Target is already
    integrated, i.e. there would not be any merger-specific foreclosure effects or otherwise a negative impact
    on competition resulting from the transaction.
                                                          39
 ---pagebreak---         -   Railway rolling stock manufacturers are typically large vertically integrated
            companies (e.g. Siemens, Alstom) or have sufficient alternatives to the Target
            (e.g. Bombardier, Stadler).
        -   Traction transformers represent a very small share of the total value of AC
            railway rolling stock, typically less than [0-5]%.
        -   Railway rolling stock manufacturers and final customers (railway operators)
            have sufficient countervailing buyer power.
        -   Most customers of the Target’s traction transformers purchase and use them for
            railway rolling stock contracts for which Hitachi is not a competitor.
        -   Competing railway rolling stock manufacturers generally bid in tenders without
            having finalised the contract and terms for the supply of traction transformers so
            if they have won the project already, Hitachi would have no incentive to not
            supply the traction transformer for the project with a view to win the business
            itself.
     (202) Moreover, the Notifying Party argues that even if Hitachi had the ability and
             incentive to foreclose rivals, there would be no significant effect on competition
             since such a strategy would relate to a limited portion of the downstream market
             where Hitachi is active.
     (203) The market investigation confirms that the Proposed Transaction is unlikely to
             lead to input foreclosure in the market for traction transformers, either in the
             EEA or globally. One customer expressed concerns about possible input
             foreclosure as the merged entity, post-Transaction, would have a strong position
             in traction transformers and be present in the market for railway rolling stock
             (particularly intercity and regional trains). However, for the reasons explained
             below, the Commission finds that this concern is not substantiated and
             concludes that foreclosure is unlikely.
     (204) The Parties are unlikely to have post-Transaction the ability to foreclose
             customers from sourcing traction transformers.
     (205) First, the Target has a strong position in the upstream market,171 but below 60%
             in both in the EEA and globally. In other words, the Target is not an
             unavoidable trading partner, and even if Hitachi refused to supply the Target’s
             traction transformers to certain customers post-Transaction, these would have
             sufficient alternatives to source their requirements from. Given the strong
             presence of vertically integrated companies in these markets and the possible
             entry of new players, the market share data on the merchant market is not
             necessarily an indication of market power as discussed below.
     (206) There are multiple suppliers of traction transformers for railway rolling stock
             applications which represent credible alternatives to the Target for traction
             transformers used across all segments of railway rolling stock. Major traction
             transformers suppliers are global vertically integrated companies that also sell
171 Some respondents indicated that ABB is a key supplier of traction transformers, Replies to eQuestionnaire
    – Competitors, questions 18.3 and 85.1.
                                                       40
 ---pagebreak---               railway rolling stocks downstream (e.g. Siemens, Alstom, CRRC Zhuzhou, who
              use traction transformers captively but also sell them to third parties and
              represent a large portion of the merchant market demand),172 and long-
              established and experienced non-vertically integrated companies such as JST,
              BNP, ETD, Fuji Electric, Mitsubishi Electric, Končar, and Toshiba.
     (207) There are sufficient and credible alternatives, both globally and in the EEA. In
              the EEA Siemens was the largest competitor with a market share on average
              between 2013 and 2018 of [10-20]%, Alstom followed with a market share of
              [5-10]% and JST had a market share of [0-5]%. Globally Zhuzhou was the
              largest competitor with a market share on average between 2013 and 2018 of
              [10-20]%, followed by Siemens and Alstom with a market share of [5-10]% and
              [0-5]% respectively. The market investigation also showed that these companies
              are credible alternatives to the Target, with equivalent after-sale/support
              capabilities and technical qualifications.173
     (208) Customers have largely confirmed during the market investigation that there are
              credible alternative suppliers to the Target, with a vast majority considering that
              they will retain sufficient alternative sources of supply and could switch to
              another supplier if the Parties were to supply at worse conditions after the
              Proposed Transaction.174
     (209) Second, traction transformers suppliers and vertically integrated OEM
              competitors have the possibility to expand their (in-house) production of traction
              transformers, and there are recent examples of such expansion. Vertically
              integrated players can expand their in-house production. For instance Siemens
              decided to expand its traction transformers’ production [confidential details on
              the Target's position as a supplier to Siemens]; and Alstom moved to in-house
              production and [confidential details on the Target's position as a supplier to
172 “Alstom’s growth has been so significant that Alstom advertises that it has the capacity to produce more
    than 400 traction transformer units per year, which is more than double Alstom’s average internal needs
    in the period 2016-2018. As such, Alstom has expanded its in-house production not only for Alstom’s own
    internal use, but also as an increasingly active player on the market selling traction transformers to
    railway rolling stock companies”, Notifying Party’s Reply to RFI 8.
173 For instance a customer currently sourcing traction transformers from the Target stated that it “has
    already explored other alternatives in the past, among others Mitsubishi, JST as good examples, so we
    believe other options are available” (correspondence with traction transformers’ customer of 14 May
    2020).
174 Replies to eQuestionnaire – Customers, questions 103, 103.1 and 104. Some customers explained that
    “competition is present in the transformer business”, and that “there are other suppliers in the market”.
    Some other customers expressed doubts but overall were positive about the existence of alternatives, e.g. a
    customer stated that “for traction applications that is something we are not fully sure but we believe we
    should find an additional partner/supplier in Europe”. Another customer stated that “there are few other
    alternatives on these solutions as JST and Mitsubishi as relevant independent companies. Also Siemens is
    another potential supplier …” and, when asked whether other suppliers had a similar offering to that of
    the Target, that e.g. “Mitsubishi have references in all types of rolling stocks platforms actually running
    (…) with different technologies of materials and requirements for different application (…). In the case of
    JST they have solutions for all type of platforms (…)”, and that alternative suppliers “have the capacity to
    supply transformers for the different types of rolling stock platforms” (i.e. for all railway rolling stock
    segments) (correspondence with customer of 7 and 8 May 2020).
                                                          41
 ---pagebreak---                Alstom] reduced its demand of traction transformers from the Target as a
               consequence.175
      (210) Third, non-vertically integrated OEM competitors may start the in-house
               production of traction transformers, since there are no material barriers to entry
               in terms of access to raw materials, capacity constraints, intellectual property or
               regulatory aspects. In fact the barriers to entry would be lower for a railway
               rolling stock firm, as it would be able to more easily validate its own in-house
               design, and would face less risk as it has a guaranteed purchaser.176
      (211) New companies could also enter the traction transformers’ market. The
               Notifying Party estimates that it would take a maximum of two years, if not less,
               for a non-established player to enter the market.177 Traction transformers are
               technically mature products and there are no significant scale economies. As
               explained above, there are no significant barriers to entry; and while a traction
               transformer needs to be tested as part of a railway rolling stock comprehensive
               certification process, this is the case for all traction transformer brands due to
               testing and certification requirements for each project. In addition, there are
               examples of recent entry and expansions in the EEA, e.g. Mitsubishi Electric, or
               companies which are currently developing traction transformers, e.g. Turkish
               company Sönmez Transformer or Indian manufacturers such as HVEPL or JST
               Stesalit Transformers.
      (212) Fourth, customers (either OEMs or system integrators) can switch their traction
               transformer supplier in a relatively short time. Years often pass between the
               announcement of a railway rolling stock tender, the contract award and the first
               delivery of the railway rolling stock; therefore, customers of traction
               transformers can switch their supplier in the timeframe of one project.178
               Moreover, in the railway rolling stock where Hitachi is mostly active
               (intercity/regional trains) the traction transformers required are typically less
               sophisticated than those for (high) speed trains, and therefore switching is easier
               in such a segment, as confirmed by the market investigation.179
      (213) The market investigation confirmed that the vast majority of customers can and
               do switch their transformers suppliers.180
175 [Confidential details on the Target's position as a supplier to Alstom].
176 There are examples of this, such as collaborations between railway rolling stock manufacturers in order to
     supply traction transformers (e.g. Bombardier’s joint venture BNP, or Alstom’s joint venture EKZ, see
     https://www.bombardier.com/en/media/newsList/details.bt-20170807-bombardiers-chinese-joint-venture-
     to-provide-propulsion-and-control-equipment-for-nanchang-metro-01.bombardiercom.html;                and
     https://www.alstom.com/alstom-kazakhstan).
177 Notifying Party’s Response to RFI 8.
178 Notifying Party’s Response to RFI 8.
179 One customer explained with regard to their ability to switch supplier for traction transformers that
     “complexity of the product differs from Commuter and Regional applications to HST or VHST, so for
     certain tenders and/or platforms the decision could be harder or simpler to take” (correspondence with
     customer of 14 May 2020).
180 Replies to eQuestionnaire – Customers, question 116: 77% of respondents indicated that they have in the
     past switched to a different supplier and some customers explained that “varying on projects, we have
     used other suppliers for traction transformers”.
                                                            42
 ---pagebreak---      (214) The Parties are also unlikely to have post-Transaction the incentive to foreclose
              customers from sourcing traction transformers.
     (215) First, as explained above, traction transformers represent a small share of the
              total value of railway rolling stock, and are not generally purchased before the
              award of a contract for a certain railway rolling stock project. The market
              investigation confirmed that most suppliers have the ability to design the
              transformer according to the required functionality or specific requirements
              from the customer,181 and confirmed the Parties’ proposition that railway rolling
              stock manufacturers are first awarded a contract and afterwards negotiate and
              even co-design with the selected traction transformer supplier.182
     (216) In other words, Hitachi will not have an incentive to stop supplying ABB’s
              traction transformers to its competitors downstream. Once the latter are awarded
              a project, a refusal to supply traction transformers to them would entail a loss of
              the upstream profit without any gain at the downstream level.
     (217) Second, even if the sales of traction transformers were executed before the
              award of a railway rolling stock project, and Hitachi decided to not supply
              traction transformers to OEM customers also bidding for that project, this would
              (i) in principle not materialise in non-vertically integrated OEMs being excluded
              from the bid (since they have alternative suppliers they can turn to, or produce
              in-house, see paragraphs (205)-(211) above), and (ii) even if non-vertically
              integrated companies were excluded from the bidding process, this would also
              increase the options of vertically integrated competitors to win the project. Since
              the diversion ratio from non-vertically integrated players is not 100% towards
              Hitachi, it is unlikely that Hitachi would have the incentive to sacrifice profits
              upstream (the sale of traction transformers) as this loss would not automatically
              and in all cases be compensated by profits obtained downstream (as a result of
              Hitachi winning the railway rolling stock project).
     (218) Third, the Notifying Party has indicated that it will continue supplying traction
              transformers to ABB Motion post-Transaction [Confidential details on future
              contractual arrangements between the Parties]. As noted above, ABB Motion
              (not part of the Proposed Transaction) acts as a system integrator, i.e. as an
              intermediary between the Target’s manufacture of traction transformers and the
              OEM customers, which it offers as part of its propulsion systems. [Confidential
              details on future contractual arrangements between the Parties]. Therefore, as a
              result of the Proposed Transaction, Hitachi will not acquire the relationships
              with ABB Motion's customers, which will continue to be served by ABB
              Motion. [Confidential details on future contractual arrangements between the
              Parties]. Finally, [Confidential details on future contractual arrangements
              between the Parties], the other two reasons given above for not finding a SIEC
              would still apply, and the reasoning below would still apply.
181 Replies to eQuestionnaire – Competitors, question 17.
182 Customers have confirmed this, e.g. a customer indicated that “the usual process starts with the request
    for an offer for rolling stock vehicles of a customer, on which basis the manufacturer works out a concept
    and simultaneously requests an offer from a traction transformer supplier. The manufacturer then submits
    the offer, gets awarded and finally is able to award the traction transformer supplier. In summary, the
    rolling stock award is done prior to the purchase of the traction transformer” (correspondence with
    customer of 8 May 2020).
                                                            43
 ---pagebreak---      (219) Moreover, even if the Parties had the ability and incentive to foreclose rival
              railway rolling stock manufacturers from sourcing the Target’s traction
              transformers by raising its prices, such strategy would not have a significant
              effect on the market. Even if customers could not or decided not to switch to
              alternative suppliers, a hypothetical price increase of the Target’s traction
              transformers post-Transaction would in principle not translate into OEMs being
              foreclosed downstream to the benefit of Hitachi. In other words, increasing the
              Target’s traction transformers prices would not mean that OEMs cannot be
              awarded a railway rolling stock project (which Hitachi could therefore win).
              This is because traction transformers represent a small fraction of the railway
              rolling stock project’s total cost ([typically less than [0-5]%] according to the
              Notifying Party and in any event below 8%, as confirmed by the market
              investigation).183
         (B)        No downstream customer foreclosure for railway rolling stock applications
     (220) The Parties submit that there is also no risk of customer foreclosure in relation
              to traction transformers, since the Target is not active downstream in the
              manufacturing of railway rolling stock, and Hitachi does not currently source
              traction transformers from any supplier in Europe other than the Target, i.e. the
              purchases of traction transformers by Hitachi are effectively already internalised
              and the market structure will therefore remain unaffected as the demand of
              Hitachi is already internalised.
     (221) Moreover, even if Hitachi sourced from third party traction transformers
              suppliers, its market share in the downstream market for railway rolling stock,
              regardless of its precise segmentation, is not substantial (its highest market share
              is that for intercity/regional trains, which was in any event below 10% on
              average between 2014 and 2018, both in the EEA and globally). A foreclosure
              strategy is therefore not plausible even if the Parties had the incentive to do so,
              since traction transformers suppliers would always be able to address a
              substantial proportion of the demand.
     (222) The predominant view among the respondents of the market investigation
              confirms that the Proposed Transaction would not have a substantial impact on
              the market, and the Commission did not receive any substantiated complaint.184
183 Notifying Party’s Response to RFI 8. A customer stated that, in their experience, “the value of the traction
    transformer lies between 4-8%” (correspondence with customer of 8 May 2020).
184 Amongst customers who responded to the Commission’s market investigation, the vast majority
    considered that the Proposed Transaction would have a neutral effect, including on the supply of
    transformers (Replies to eQuestionnaire – Customers, question 187). For completeness, only one customer
    expressed that Hitachi could have, post-Transaction, the incentive to weaken its competitors [Confidential
    details on the issues raised by the customer] (correspondence with customer of 6 and 8 May 2020).
    However, the Commission asked subsequent questions to this and other respondents and excluded that the
    Proposed Transaction will likely enable or incentivise the merged entity to foreclose rival railway rolling
    stock manufacturers. [Confidential details on the issues raised by the customer]. Moreover, the same
    customer confirmed the Notifying Party’s argument that the rolling stock award is done prior to the
    purchase of the traction transformer (see paragraph (215)), and that the value of the traction transformer
    within the total value of a railway rolling stock project is below 8% (see paragraph (219)). As explained
    above, other customers confirmed that there are sufficient suppliers of traction transformers as an
    alternative to the Target’s offering (see paragraph (208)).
                                                           44
 ---pagebreak---      (223) The Commission therefore considers that the Proposed Transaction does not
             raise serious doubts about its compatibility with the internal market as the
             Parties will have neither the ability nor the incentive to input or customer
             foreclose their competitors in relation to the market for traction transformers
             used for railway rolling stock.
5.3.3. Grid integration
             Vertical links in relation to HVDC
             Vertical link Overall HV products – HVDC
     (224) Under a narrower market definition looking at HVDC, affected markets could
             arise as a result of the combination of Hitachi’s activities in overall HV products
             at worldwide level and the Target’s activities in HVDC. The Target’s worldwide
             market share in HVDC was [30-40]% on the basis of average projects won in
             2008-2018, whereas its market share in the EEA was [40-50]% on the basis of
             that same parameter.185 The Target’s projects-based market share within the
             segment for HVDC Light in 2008-2018 was [50-60]% at worldwide level and
             [50-60]% at EEA-wide level. In HVDC Classic, the Target’s projects-based
             market share in 2008-2018 was [20-30]% at worldwide level and [30-40]% at
             EEA-wide level.
     (225) The Commission considers that the Proposed Transaction will not lead to a
             foreclosure risk, since the merged entity will neither have the ability nor the
             incentive to foreclose.
     (226) Hitachi’s presence in overall HV products is limited (with a market share of
             only [0-5]% in 2016-2018 worldwide and [0-5]% in the EEA). In particular,
             there are no indications of merger-specific foreclosure concerns, as the Target is
             already active both upstream and downstream pre-merger, and the addition of
             Hitachi’s market position in overall HV products will not appreciably reinforce
             this position (the post-merger share of the merged entity in overall HV products
             will be only [10-20]%, with an increment of only [0-5]% under a narrow
             product market definition at worldwide level).
     (227) Hitachi will have neither the ability nor the incentive to either hamper or
             eliminate rivals' access to supplies or markets as a result of the Proposed
             Transaction. There are many alternative suppliers for overall HV products
             upstream (such as e.g. Siemens, GE/Alstom, Pinggao, Hyosung, and others) and
             at the downstream level, there are other customers (such as e.g. HVDC suppliers
             Siemens and GE/Alstom).
             Vertical link overall MV products – HVDC
     (228) Given the limited activities of both Hitachi and the Target in MV products (the
             Parties’ combined market share in 2018 was less than 5% both at worldwide and
             at EEA-wide level), the fact that Hitachi is not active in MV products within the
185 Source: Form CO, Table 7.71a Worldwide projects and shares (excluding China and Japan) within the
    segment for HVDC systems; Table 7.72a EEA-wide projects and shares within the segment for HVDC
    systems.
                                                   45
 ---pagebreak---       EEA, and that the Target is already active both upstream and downstream pre-
      merger, the Commission considers that the Proposed Transaction will not lead to
      a foreclosure risk, since the merged entity will neither have the ability nor the
      incentive to engage in input or customer foreclosure.
      Vertical link HV switchgear – HVDC
(229) Under a narrower market definition looking at HVDC, affected markets could
      arise (at worldwide level) as a result of the combination of Hitachi’s activities in
      HV switchgear and the Target’s activities in HVDC. The Target’s worldwide
      market share in HVDC was [30-40]% on the basis of average projects won in
      2008-2018, whereas its market share in the EEA was [40-50]% on the basis of
      that same parameter. The Target’s projects-based market share within the
      segment for HVDC Light in 2008-2018 was [50-60]% at worldwide level and
      [50-60]% at EEA-wide level. In HVDC Classic, the Target’s projects-based
      market share in 2008-2018 was [20-30]% at worldwide level and [30-40]% at
      EEA-wide level.
(230) The Commission considers that the Proposed Transaction will not lead to a
      foreclosure risk, since the merged entity will neither have the ability nor the
      incentive to foreclose.
(231) Hitachi’s presence in HV switchgear is limited (with a market share of only [5-
      10]% in 2016-2018 at worldwide level and [0-5]% at EEA-wide level). In
      particular, there are no indications of merger-specific foreclosure concerns, as
      the Target is already active both upstream and downstream pre-merger, and the
      addition of Hitachi’s market position in HV switchgear will not appreciably
      reinforce this position (noting that the post-merger market share of the merged
      entity in HV switchgear will be [10-20]%, with an increment of just [5-10]%).
(232) Hitachi will neither have the actual nor potential ability, nor incentive to either
      hamper or eliminate rivals' access to supplies or markets as a result of the
      Proposed Transaction. There are many alternative suppliers for HV switchgear
      upstream (such as e.g. Siemens, GE/Alstom, Pinggao, and Hyosung) and at the
      downstream level, there are other HV switchgear customers (such as e.g. HVDC
      suppliers Siemens and GE/Alstom).
      Vertical link HV GIS – HVDC
(233) Under a narrower market definition looking at HVDC, affected markets could
      arise as a result of the combination of Hitachi’s activities in HV GIS and the
      Target’s activities in HVDC (both under a worldwide and EEA-wide market
      definition). The Target’s worldwide market share in HVDC was [30-40]% on
      the basis of average projects won in 2008-2018, whereas its market share in the
      EEA was [40-50]% on the basis of that same parameter. The Target’s projects-
      based market share within the segment for HVDC Light in 2008-2018 was [50-
      60]% at worldwide level and [50-60]% at EEA-wide level. In HVDC Classic,
      the Target’s projects-based market share in 2008-2018 was [20-30]% at
      worldwide level and [30-40]% at EEA-wide level.
                                            46
 ---pagebreak--- (234) The Commission considers however that the Proposed Transaction will not lead
      to a foreclosure risk, since the merged entity will neither have the ability nor the
      incentive to foreclose.
(235) Hitachi’s presence in HV GIS is limited (in 2018 market share of [5-10]% at
      worldwide level and [0-5]% at EEA-wide level), whereas the Target had a
      market share of [10-20]% at worldwide level and [10-20]% at EEA-wide level
      in 2018. There are no indications of merger-specific foreclosure concerns, as the
      Target is already active both upstream and downstream pre-merger, and the
      addition of Hitachi’s market position in HV GIS will not appreciably reinforce
      this position. (The Commission also notes that the post-merger share of the
      merged entity in HV GIS will still remain clearly below 30%, with an increment
      of about [5-10]% under a narrow product market definition and wide geographic
      market definition).
(236) Hitachi will neither have the actual nor potential ability, nor incentive to either
      hamper or eliminate rivals' access to supplies or markets as a result of the
      Proposed Transaction. There are alternatives in the EEA and global suppliers for
      HV GIS upstream (such as e.g. Siemens, GE/Alstom, Pinggao, and others) and
      at the downstream level, there are other HV GIS customers (such as e.g. HVDC
      suppliers Siemens and GE/Alstom, and Chinese companies).
      Vertical link Transformers – HVDC
(237) In a broader worldwide market encompassing all transformers, the Parties’
      combined market share in 2018 was [10-20]% (the Target – [10-20]%, Hitachi
      – [0-5]%). In the EEA, only the Target is active in transformers with a market
      share of [10-20]% in 2018.
(238) In a narrower market for power transformers, both Parties are active, with a
      combined market share in 2018 of [10-20]% at worldwide level (the Target –
      [10-20]%, Hitachi – [0-5]%). In the EEA, only the Target is active in power
      transformers with a market share of [20-30]% in 2018.
(239)  The Target’s worldwide market share in HVDC was [30-40]% on the basis of
      average projects won in 2008-2018, whereas its market share in the EEA was
      [40-50]% on the basis of that same parameter. The Target’s projects-based
      market share within the segment for HVDC Light in 2008-2018 was [50-60]%
      at worldwide level and [50-60]% at EEA-wide level. In HVDC Classic, the
      Target’s projects-based market share in 2008-2018 was [20-30]% at worldwide
      level and [30-40]% at EEA-wide level.
(240) The Commission considers that the Proposed Transaction will not lead to a
      foreclosure risk, since the merged entity will neither have the ability nor the
      incentive to foreclose.
(241) There are no indications of merger-specific foreclosure concerns, as the Target
      is already active both upstream and downstream pre-merger, and the addition of
      Hitachi’s de minimis market position in transformers and power transformers
      will not appreciably reinforce this position. Furthermore, Hitachi is not active in
      transformers (and power transformers) in the EEA. Also, in the market for
                                           47
 ---pagebreak---       (power) transformers there are other suppliers such as GE/Alstom, Koncar,
      SGB, Tamini-Tes, Xian XD, and others.
      Vertical links in relation to FACTS
      Vertical link Overall HV products – FACTS
(242) Under a narrower market definition looking at FACTS (and sub-segments of
      FACTS), affected markets could arise as a result of the combination of Hitachi’s
      activities in overall HV products at worldwide level and the Target’s activities
      in FACTS. The Target’s worldwide market share in 2018 in FACTS was [5-
      10]%, and [30-40]% at EEA-wide level. On the segment for FACTS – Series
      Compensation, the Target’s market share in 2018 was [50-60]% at worldwide
      level, and on the segment for FACTS – (Dynamic) Shunt Compensation, the
      Target’s market share in 2018 was [10-20]% at worldwide level and [30-40]%
      at EEA-wide level.
(243) The Commission considers that the Proposed Transaction will not lead to a
      foreclosure risk, since the merged entity will neither have the ability nor the
      incentive to foreclose.
(244) Hitachi’s presence in overall HV products is limited (with a market share of
      only [0-5]% in 2016-2018 at worldwide level and [0-5]% at EEA-wide level). In
      particular, there are no indications of merger-specific foreclosure concerns, as
      the Target is already active both upstream and downstream pre-merger, and the
      addition of Hitachi’s de minimis market position in overall HV products will not
      appreciably reinforce this position.
(245) Hitachi will have neither the ability nor the incentive to either hamper or
      eliminate rivals' access to supplies or markets as a result of the Proposed
      Transaction. There are many alternative suppliers for overall HV products
      upstream (such as e.g. Siemens, GE/Alstom, Pinggao, Hyosung, and others) and
      at the downstream level, there are other customers (such as e.g. FACTS
      suppliers Siemens, GE/Alstom, and others).
      Vertical link MV products – FACTS
(246) Given the limited activities of both Hitachi and the Target in MV products (the
      Parties’ combined market share was less than 5% both at worldwide level and at
      EEA-wide level in 2018), the fact that Hitachi is not active in MV products
      within the EEA, and that the Target is already active both upstream and
      downstream in MV products and FACTS pre-merger, the Commission considers
      that the Proposed Transaction will not lead to a foreclosure risk, since the
      merged entity will neither have the ability nor the incentive to engage in input or
      customer foreclosure.
      Vertical link HV switchgear – FACTS
(247) Under a narrower market definition looking at FACTS, affected markets could
      arise (at worldwide level) as a result of the combination of Hitachi’s activities in
                                            48
 ---pagebreak---               HV switchgear and […] activities in FACTS. […] worldwide market share in
              2018 in FACTS was [5-10]%, and [30-40]% at EEA-wide level. On the segment
              for FACTS – Series Compensation, the Target’s market share in 2018 was [50-
              60]% at worldwide level, and on the segment for FACTS – (Dynamic) Shunt
              Compensation, the Target’s market share in 2018 was [10-20]% at worldwide
              level and [30-40]% at EEA-wide level.
     (248) The Commission considers that the Proposed Transaction will not lead to a
              foreclosure risk, since the merged entity will neither have the ability nor the
              incentive to foreclose.
     (249) Hitachi’s presence in HV switchgear is limited (with a market share of only [5-
              10]% in 2016-2018 at worldwide level and [0-5]% at EEA-wide level). In
              particular, there are no indications of merger-specific foreclosure concerns, as
              […] is already active both upstream and downstream pre-merger, and the
              addition of Hitachi’s market position in HV switchgear will not appreciably
              reinforce this position.
     (250) Hitachi will neither have the actual nor potential ability, nor incentive to either
              hamper or eliminate rivals' access to supplies or markets as a result of the
              Proposed Transaction. There are many alternative suppliers for HV switchgear
              upstream (such as e.g. Siemens, GE/Alstom, Pinggao, Hyosung) and at the
              downstream level, there are other HV switchgear customers (such as e.g.
              FACTS suppliers Siemens, GE/Alstom, and others).
              Vertical link MV switchgear - FACTS
     (251) Given the limited activity of Hitachi in MV switchgear (worldwide market share
              of less than [0-5]% in 2016-2018), and that Hitachi is not active in MV
              switchgear in the EEA, the Commission considers that the Proposed Transaction
              will not lead to a foreclosure risk, since the merged entity will neither have the
              ability nor the incentive to engage in input or customer foreclosure.
              Vertical link HV GIS – FACTS
     (252) Under a narrower market definition looking at FACTS, affected markets could
              arise as a result of the combination of Hitachi’s activities in HV GIS and the
              Target’s activities in FACTS. […] worldwide market share in 2018 in FACTS
              was [5-10]%, and [30-40]% at EEA-wide level. On the segment for FACTS –
              Series Compensation, the Target’s market share in 2018 was [50-60]% at
              worldwide level, and on the segment for FACTS – (Dynamic) Shunt
              Compensation, the Target’s market share in 2018 was [10-20]% at worldwide
              level and [30-40]% at EEA-wide level.
 Should read: ‘the Target’.
 Should read: ‘the Target’.
 Should read: ‘the Target’.
 Should read: ‘the Target’.
                                                    49
 ---pagebreak---      (253) The Commission considers that the Proposed Transaction will not lead to a
              foreclosure risk, since the Parties will neither have the ability nor the incentive
              to foreclose.
     (254) Hitachi’s presence in HV GIS is limited (in 2018 market share of [5-10]% at
              worldwide level and [0-5]% at EEA-wide level), whereas the Target had a
              market share of [10-20]% at worldwide level and [10-20]% at EEA-wide level
              in 2018. In particular, there are no indications of merger-specific foreclosure
              concerns, as the Target is already active both upstream and downstream pre-
              merger, and the addition of Hitachi’s market position in HV GIS will not
              appreciably reinforce this position (noting that the post-merger share of the
              merged entity in HV GIS will still remain clearly below 30%, with an increment
              of about [5-10]% under a narrow product market definition and wide geographic
              market definition).
     (255) Hitachi will neither have ability, nor incentive to either hamper or eliminate
              rivals' access to supplies or markets as a result of the Proposed Transaction.
              There are alternative suppliers for HV GIS upstream (such as e.g. Siemens,
              GE/Alstom, Pinggao, others), and at the downstream level, there are other HV
              GIS customers (such as FACTS suppliers Siemens, GE/Alstom and others).
              Vertical link Transformers – FACTS
     (256) In a broader worldwide market encompassing all transformers, the Parties’
              combined market share in 2018 was [10-20]% ([…] – [10-20]%, Hitachi – [0-
              5]%). In the EEA, only the Target is active in transformers with a market share
              of [10-20]% in 2018. In a narrower market for power transformers, both Parties
              are active, with a combined market share in 2018 of [10-20]% at worldwide
              level ([…]– [10-20]%, Hitachi – [0-5]%). In the EEA, only […] is active in
              power transformers with a market share of [20-30]% in 2018.
     (257) The Target’s worldwide market share in 2018 in FACTS was [5-10]%, and [30-
              40]% at EEA-wide level. On the segment for FACTS – Series Compensation,
              the Target’s market share in 2018 was [50-60]% at worldwide level, and on the
              segment for FACTS – (Dynamic) Shunt Compensation, the Target’s market
              share in 2018 was [10-20]% at worldwide level and [30-40]% at EEA-wide
              level.
     (258) The Commission considers that the Proposed Transaction will not lead to a
              foreclosure risk, since the merged entity will neither have the ability nor the
              incentive to foreclose.
     (259) There are no indications of merger-specific foreclosure concerns, as the Target
              is already active both upstream and downstream pre-merger, and the addition of
              Hitachi’s de minimis market position in transformers will not appreciably
              reinforce this position. Furthermore, Hitachi is not active in transformers (and
              power transformers) in the EEA. Also, in the market for (power) transformers
 Should read: ‘the Target’.
 Should read: ‘the Target’.
 Should read: ‘the Target’.
                                                   50
 ---pagebreak---              there are other suppliers such as GE/Alstom, Koncar, SGB, Tamini-Tes, Xian
             XD, and others, and there are other FACTS suppliers such as Siemens,
             GE/Alstom and others.
             Conclusion on vertical non-coordinated effects in relation to GI products
     (260) With view of the above, the Commission concludes that the Proposed
             Transaction does not raise serious doubts as to its compatibility with the internal
             market with regard to vertical non-coordinated effects in relation to any Grid
             Integration products including HVDC and FACTS, and any plausible sub-
             segments of these products (see Section 4.5 above).
5.4.     Conglomerate effects
     (261) The Proposed Transaction involves a large number of products and applications
             across the area of Power Transmission and Distribution (“T&D”), in which both
             Parties are active.
         (A)      The Notifying Party’s view
     (262) The Notifying Party submits that the Proposed Transaction will not give rise to
             conglomerate concerns in the area of T&D for the following reasons:
                    (i) In the area of T&D, closely related markets as a result of the
                         Proposed Transaction would only arise in case of a worldwide
                         geographic market definition, as the Parties' activities have a different
                         geographic focus (as Hitachi is essentially not active in Europe or the
                         EEA as far as T&D is concerned);
                    (ii) Hitachi's worldwide market share in relation to all plausible relevant
                         product markets in the area of T&D in which it is active186 is low (if
                         not de minimis) and will only insignificantly add to the Target's
                         market position before the Proposed Transaction;
                    (iii) In the few plausible product markets, in which - only under a narrow
                         market definition - the merged entity’s combined share could be
                         considered “significant” in the sense of the Non-Horizontal Merger
                         Guidelines, this share is either not increased a result of the Proposed
                         Transaction (as there is no overlap), or the increment is minimal;
                    (iv) At a worldwide level, the combination of the Target's portfolio with
                         Hitachi's concentrated activities does not give rise to any new
                         combinations of products, that could be tied or bundled across the
                         merged entity's portfolio, regardless of market shares;
                    (v) To the extent it exists at all, the possibility to offer bundled or tied
                         products would already exist for the Target pre-merger; also, the fact
                         that the Target has so far not offered any bundles of T&D products
                         pre-merger, despite already now having a comprehensive portfolio of
186 Certain HV, MV and LV Products, Transformers, Grid Automation and Grid Integration including Power
    Semiconductors.
                                                    51
 ---pagebreak---                            products, suggests that such offerings are generally not likely to be
                           attractive in the area of T&D;
                      (vi) The main competitors of the merged entity in the area of T&D have
                           comparable portfolios and could deploy effective and timely counter-
                           strategy in the event the Parties were able to bundle or tie their
                           products;
                      (vii)        As customers can pick and combine equipment based on
                           relevant specifications for projects, a bundled offer may be risky and
                           unprofitable, if it does not meet customers’ requirements.
     (263) The Notifying Party also submits that the Proposed Transaction will not give
             rise to conglomerate concerns from the combination of Hitachi’s IoT solutions
             with the Target’s business activity such as for example Grid Integration, HVDC
             stations, FACTS systems or substations offered by the Target, for the following
             reasons:
                      (i) Customers are not interested in simultaneously buying GI products
                           and an IoT platform, and may have developed their own IoT platform
                           and solutions;
                      (ii) Technical bundling is not currently possible, and contractual tying
                           would also not be a commercially realistic strategy;
                      (iii) Competitors could offer equally attractive bundles;
                      (iv) Hitachi would have no incentive to bundle, as it may incur
                           significant losses;
                      (v) IT solutions represent a very small proportion of the Grid Integration
                           system;
                      (vi) Hitachi is not a leader on the market for IoT platforms (there are other
                           large undertakings, such as Dell EMC, Hewlett Packard Enterprise,
                           IBM, and Lenovo, who are specialized IT companies);
                      (vii)        Bundling or tying would have no effect on prices and choice
                           for products.
     (264) The Notifying Party also submits that the Proposed Transaction will not give
             rise to conglomerate concerns as regards also the Parties’ semiconductors’
             portfolio for the following reasons.
     (265) The Target offers a comprehensive portfolio of power and high power
             semiconductors prior to the Proposed Transaction.187 The Proposed Transaction
187 This includes also power semiconductors for MV power converters and drives. However, MV power
    converters and drives currently offered by ABB are not part of the Target business and are outside of the
    scope of the Proposed Transaction. Almost all of ABB's MV (and LV) equipment business, with the
    exception of those products expressly mentioned in the Form CO (i.e., MV Surge Arresters, MV and LV
    Cable Accessories, and MV and LV Capacitors, Harmonic filters and Other RPC Products), will remain
                                                        52
 ---pagebreak---                will not significantly alter or expand this offering and therefore not alter any
               incentive to engage in a foreclosure strategy on prices and choice for products.
               Hitachi submits that such a strategy would not make sense from either a
               technical or economic point of view for the following reasons:188
                       (i) While there are hundreds of different semiconductor devices,
                            customers usually use either one particular type of semiconductor
                            device, or a project-based combination of different devices, in their
                            equipment. High power semiconductor applications are complex and,
                            to reduce prototyping, require evaluations and analyses to find the
                            best possible semiconductor for customized settings and conditions.
                            Finding the right device, or tailored combination of devices, is the
                            key element of a successful project-based procurement process for the
                            customer and normally requires a case-by-case assessment.
                            Therefore, bundling or tying of certain devices does not make sense
                            from a technical point of view. Rather on the contrary, tying or
                            bundling products that do not perfectly match the customers'
                            specifications for a particular project bears the risk of losing those
                            customers if they are unable to source the precise product (or
                            combination of products) suitable for their needs;
                       (ii) The market for power semiconductors (including all power levels), as
                            well as any plausible segment thereof, is highly fragmented with
                            many established suppliers that can all supply the different types of
                            power and high power semiconductors. The industry is competitive
                            and changes rapidly, allowing companies to enter or expand their
                            share by bringing new products to the market. Any tying or bundling
                            strategy would therefore not force a customer to buy the tied product,
                            as they could switch to competing suppliers offering the same
                            products without a tie or outside of a bundle;
                       (iii) For standard (non-integrated) IGBT modules in particular, the
                            Parties' combined worldwide market share in 2016-2018 was in the
                            range of [0-5]%-[5-10]% and they face competition from larger
                            players such as Infineon Technologies, Mitsubishi, Fuji Electric, and
                            Semikron, who equally supply other types of power and high power
                            semiconductors.189 It is therefore possible for customers to switch
                            suppliers for any given device;
                       (iv) Customers for power and high power semiconductors are large
                            established players in both traditional and innovative industries, who
                            enjoy a significant degree of countervailing purchasing power vis-à-
                            vis the semiconductor manufacturers;
    with ABB's Electrification ("EL") business post-transaction (Parties’ response of 8 May 2020 to
    Commission’s Request for information 9).
188 Parties’ response of 8 May 2020 to Commission’s Request for information 9.
189 Per Table 7.84j at paragraph 1286 of the Form CO, the same applies with regard to the EEA, where the
    Parties' combined share in 2016-2018 was similarly low (between [5-10]%-[5-10]% in 2016-2018) and
    large players are also active (e.g., Infineon Technologies, Semikron, Mitsubishi, Bosch, Vincotech).
                                                           53
 ---pagebreak---                        (v) Even if the merged entity were to tie or bundle its semiconductor
                           devices as a result of the Proposed Transaction, it is therefore
                           unlikely that such strategy would be successful or result in any anti-
                           competitive foreclosure effects.
         (B)        The Commission’s assessment
      (266) The Commission has investigated whether the Proposed Transaction could give
               rise to conglomerate effects in relation to the combination of the Parties’
               activities and has reached the conclusion that it does not raise serious doubts in
               this regards for the following reasons.
      (267) As far as the area of T&D is concerned, the Target is already offering a
               comprehensive portfolio of products for various applications worldwide. As the
               Parties' portfolios are largely complementary the Proposed Transaction will not
               result in new opportunities to bundle products.190
      (268) Customers confirmed that, generally speaking, neither ABB nor Hitachi
               currently ties or bundles its products.191 In the few cases where ABB does,
               bundling is a result of the negotiations with the customer.192 The tendency to sell
               products in a bundle thus “varies from customer to customer and even within
               customer, from project to project”.193 Many customers explained that there is a
               widespread “preference to mix and match to avoid dependency towards
               suppliers”.194 The merged entity will thus not be able to exercise any leverage
               from the breadth of its portfolio.
      (269) Customers also indicated that products supplied by ABB and /or Hitachi will not
               be more attractive even if a wider choice of those products were to be available
               from the merged entity post-Transaction.195 This again confirms that, therefore,
               the enlarged portfolio is unlikely to give leverage to the merged entity.
      (270) Customers also indicated that even if post-transaction Hitachi were to tie or
               bundle some of its products, they would have sufficient suppliers to purchase the
               products separately at competitive conditions.196 Customers explained that they
               have a multitude of other suppliers to choose from, such as for example
               Siemens, Schneider, GE, Mitsubishi, and others. Competitors also indicated that
               enough competition would remain in the market even in a hypothetical
               tying/bundling strategy of the merged entity, and that competitors would be able
               to compete with a combined offer of the merged entity,197 as well as that
               customers will have sufficient suppliers to purchase the products from
190 Form CO, paragraph 945.
191  Replies to eQuestionnaire – Customers, questions 170 and 171.
192 Replies to eQuestionnaire – Customers, question 170.2.
193 Replies to eQuestionnaire – Competitors, question 156.
194 Replies to eQuestionnaire – Customers, question 184.
195 Replies to eQuestionnaire – Customers, question 177.
196 Replies to eQuestionnaire – Customers, question 176.
197 Replies to eQuestionnaire – Competitors, question 147.
                                                         54
 ---pagebreak---                separately at competitive conditions.198 As a result, the merged entity will still
               face competition post-Transaction.
     (271) IT solutions represent (such as Hitachi’s Lumada Platform) a (very small)
               proportion of the value of an HVDC system (or any other Grid Integration
               system).199 Hitachi is not a leader on the market for IoT platforms and other
               large undertakings, such as Dell EMC, Hewlett Packard Enterprise, IBM, and
               Lenovo, who are specialized IT companies with significant buying power and
               leverage are equally present in this sector.200
     (272) The majority of the participants in the market investigation did not have any
               conglomerate concerns in particular as regards the combination of Hitachi’s IT
               solution portfolio and/or Hitachi’s IoT platform solutions (Lumada Platform)
               with the ABB product offerings.201 A customers for example clarified that it is
               unlikely that ABB products would be offered exclusively together with
               Hitachi’s IoT Platform solutions, and even in such a scenario, there are other
               supply resources comparable to ABB products.202
     (273) The Target already offers a comprehensive portfolio of power and high power
               semiconductors prior to the Proposed Transaction,203 and this will not be
               significantly changed post-merger.204 A competitor for example explained that
               “Hitachi already has Power semiconductor, therefore the addition of the ABB
               portfolio does not give an over proportional benefit.”205
     (274) Customers and competitors explained that the Parties have a number of
               competitors for the supply of power semiconductors, such as for example
               Infineon, Melco, Mitsubishi, ON Semi, and STM.206
     (275) Customers also explained that they are not obliged to procure certain GI systems
               and products together, in bundle (GI systems/products include power
               semiconductors),207 which confirms that bundling of GI systems/products
               (including power semiconductors) are not attractive for customers. In this
               regard, a competitor explained “We offer a range of products which are needed
               within the system our customers are manufacturing, e.g. for an industrial drive
               we offer the power switches, the gate drivers, sensor and so forth. Nonetheless,
               these are interchangeable with the corresponding products from other
               players.”208
198 Replies to eQuestionnaire – Competitors, question 148.
199 Form CO, paragraph 1032.
200 Form CO, paragraph 1034.
201 Replies to eQuestionnaire – Customers, questions 180, 181 and 182; Replies to eQuestionnaire –
    Competitors, question 152, 153, 154.
202 Replies to eQuestionnaire – Customers, question 180.1.
203 Form CO, paragraphs 495 to 499.
204 Parties’ response of 8 May 2020 to Commission’s Request for information 9.
205 Competitor’s reply to eQuestionnaire – Competitors, question 152.1.
206 Replies to eQuestionnaire – Customers, question 146, 146.1. Replies to eQuestionnaire – Competitors,
    question 119.
207 Replies to eQuestionnaire – Customers, question 155.
208 Competitor’s reply to eQuestionnaire – Competitors, question 128.1.
                                                        55
 ---pagebreak---      (276) Customers also considered that they have some degree of buyer power in GI
              systems/products (including power semiconductors), which could be qualified as
              medium buyer power.209
     (277) Taking into account the Notifying Party’s arguments and the results of the
              market investigation, the Commission takes the view that, with respect of any of
              the Parties’ product categories and considered plausible sub-segments thereof,
              the Proposed Transaction is unlikely to raise serious doubts as to its
              compatibility with the internal market as a result of conglomerate effects.
6.      CONCLUSION
     (278) For the above reasons, the European Commission has decided not to oppose the
              notified operation and to declare it compatible with the internal market and with
              the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of
              the Merger Regulation and Article 57 of the EEA Agreement.
                                                           For the Commission
                                                           (Signed)
                                                           Margrethe VESTAGER
                                                           Executive Vice-President
209 Replies to eQuestionnaire – Customers, question 164.
                                                        56
 ---pagebreak---                                                ANNEX I
                                    Relevant product categories210
    I.       MV Product categories and considered sub-segments
       MV Switchgears are electrical equipment used to control, protect, and regulate the flow of
        electrical power in a transmission or distribution network. MV Switchgears are available for
        both AC environments and DC environments. MV AC Switchgears are used in
        Transmission and Distribution networks or industrial settings. MV DC Switchgears are used
        in fixed Substations which feed power to railway power lines (so-called Traction
        Substations) or in industrial settings which operate on DC power (e.g., mines or cranes).
    II.      HV Product categories and considered sub-segments
       HV Switchgear is a combination of pieces of electrical equipment (i.e. HV circuit breakers,
        HV instrument transformers, HV disconnectors, and control & protection equipment) which
        controls and regulates the flow of electricity in a transmission network to protect it from
        short circuits or overload currents.
       HV GIS (HV gas-insulated switchgear): refers to a compact metal encapsulated switchgear
        unit consisting of high voltage components which can be safely operated in confined spaces.
       HV AIS (HV air-insulated switchgear) modules refers to the primary components used in
        an AIS substation.
       HV circuit breakers are used in substations to interrupt the flow of electricity where
        necessary to isolate the affected part of the network.
       Live-tank circuit breakers (LTBs): the switching unit is located in an insulator bushing
        which is live at line voltage (or some voltage above ground)
       Dead-tank circuit breakers (DTBs): the switching unit is located within a metallic
        container which is kept at earth potential (grounded). Insulated bushings allow the current
        transformers to be placed on the incoming/outgoing conductors.
       Generator circuit breakers (GCBs) are used in power generation plants to protect electric
        generators and power transformers.
       Disconnecting circuit breakers (DCBs) provide the functionality of a circuit breaker and a
        disconnector in one single unit and are commonly considered a sub-type of an LTB.
       HV Instrument Transformers are devices that step down the voltage or current to reduced
        secondary voltage or current so that it can be measured in order to protect primary
        equipment (especially the circuit breaker or power transformer).
210 Source: Form CO.
                                                       57
 ---pagebreak---     HV Disconnectors are mechanical safety switch devices which provide, in an open position,
     an insulating distance. They are mainly used to protect personnel and ensure that an
     electrical circuit is completely de-energised and isolated for service or maintenance
     purposes, after the circuit has been interrupted by a HV circuit breaker.
    Surge arresters are used to protect installations (transmission lines, substations, etc.) and
     other primary equipment, such as power transformers, from atmospheric and switching over
     voltages resulting from lightning strikes to transmission lines, manoeuvres in the electrical
     system or internal faults in the system by limiting the maximum overvoltage to a level safe
     for the equipment to be protected.
    Cable accessories include joints, connectors, and terminations used to link various pieces of
     equipment in different voltage settings.
    Capacitors (also referred to as a "condenser") are multi-purpose devices that can store
     electrical charge in the form of an electric field. Capacitors are used to improve the power
     quality of HV, MV and LV electrical networks by eliminating disturbances and improving
     the power factor in line with grid requirements (RPC). A single capacitor is called a
     "capacitor unit"; a number of capacitor units connected in parallel are called a "capacitor
     bank".
    Harmonic filters are used to reduce the issue of harmonics (oscillations in the base power
     frequency, typically 50 or 60 Hz), which is a disturbance ("pollution" or "noise") of the
     voltage or current in electrical lines that disrupts the flow of electricity. Such electrical noise
     can result in fires/equipment burnout, intermittent or mal-operation of sensitive electronic
     equipment, failure of capacitors and other problems.
III.      Transformers
    A transformer is the electromagnetic piece of equipment that transfers the electricity
     (characterised by a certain voltage and electric current level) from one electrical circuit to
     another (often, but not necessarily, of another voltage and electric current level) through the
     coupling of a magnetic core. Transformers therefore are used to transfer energy from one
     AC power circuit to another and to increase ("step-up") or reduce ("step-down") voltage as
     required.
    Power transformers are components in power networks. They are used in substations and,
     alongside the switchgear units, are considered a primary piece of the system of the
     substation, ensuring the integrity of the power system and availability of power to the end-
     user. They are also usually the biggest cost factor in a substation.
    Distribution transformers provide the final voltage transformation in the electricity
     distribution system, stepping down the voltage used in the distribution lines to the level used
     by residential premises, factories and similar.
    Liquid-filled distribution transformers contain a liquid (usually oil), which is used to
     insulate the windings (copper or aluminium conductors) of the transformer and to keep the
     transformer temperature at a specific operating level.
    Dry-type distribution transformers do not require a liquid, such as oil, to cool down the
     electrical steel core and winding coils; the winding coils of dry-type distribution
                                                     58
 ---pagebreak---     transformers are simply cooled by normal air ventilation and use resin as insulation (they
    thus do not contain dangerous fluids and require no special fire proof vaults or venting of
    toxic gases).
   Traction transformers are a component of a rail locomotive's traction chain, i.e., they are
    used in railway rolling stock applications including high-speed, commuter and regional
    trains, locomotives, tram-trains and AC metros.
   Bushings are cylindrical insulating components (usually made from porcelain) that house a
    conductor. This enables a conductor to pass through a grounded enclosure, such as a
    transformer tank (the physical shell of a transformer), a wall or other physical barrier, to
    connect electrical installations. In the case of a transformer, bushings protect the conductors
    that connect a transformer's steel core to the power system it serves through channels in the
    transformer's housing.
   Tap changers are used to adjust the performance of transformers by changing the turn ratio
    between the windings in a transformer. Adjusting the tap changes the voltage level of the
    transformer's input or output. This is essential for stabilization of the network voltage under
    variable load conditions. Tap changers may be paired with motor drive mechanisms to drive
    the connected on-load tap changer or large de-energized tap changer to a higher or lower tap
    of a transformer.
   Measurement and safety devices monitor a transformer's health and improve safe, reliable
    and efficient operation of the transformer. Measurement and safety devices address various
    types of variables, including humidity, liquid levels, temperature, pressure and flow as well
    as monitor systems and related metal accessories (such as connectors and fuses). The
    Target's measurement and safety devices also include mechanical components, valves, and
    eDevices.
   Insulation materials and components are a vital part of transformers, as they must
    withstand the operating temperatures that occur during the transformer's operating life.
    Insulation materials and components include composite insulators, insulation and winding
    kits (i.e., insulation of a transformer's active part), and other insulation components made
    from pressboard and other materials such as paper, composites, or flexible and rigid
    laminates. Insulation materials and components are also used in other (non-transformer)
    applications.
IV.      Grid Integration
   T&D Turnkey Systems. The turnkey project-related GI business vertically integrates HV
    products, transformers and GA solutions, depending on the specific needs of a project.
   HVDC stations. HVDC is a technology used for transmitting electricity (flowing in DC)
    between two grid systems, and is considered to be the most advanced solution for the
    transmission of energy over long distances by overhead transmission lines or (underground
    or submarine) power cables. The HVDC system converts electricity generated as AC to DC
    through a HVDC station, to be able to transmit electrical power in the latter format. At the
    other end of the system, DC is converted back to AC by another HVDC station so that the
    electricity can be fed back into the AC transmission or distribution network.
                                                   59
 ---pagebreak---  HVDC Classic. HVDC Classic is the “traditional” HVDC technology, operating with a
  power of more than 100 MW. HVDC Classic is used for: (i) long undersea cable links (> 50
  km); (ii) long overhead lines (> 600 km); (iii) interconnection of different grids of networks;
  (iv) where control of transmitted power is of importance; and (v) combinations of the above.
 HVDC Light/Plus. HVDC Light is a technology developed by ABB in the 1990s. It is used
  for: (i) undersea cable links and (ii) long underground cable links, and is not adapted for
  overhead lines. It is often used in off-shore installations or wind farms, due to the smaller
  size of the stations and its ability to stabilize the AC voltage at the terminals. HVDC Light
  also allows for a connection of isolated loads, and has a relatively short delivery. HVDC
  Light systems range from around 80 kV up to 320 kV.
 FACTS. FACTS (Flexible Alternating Current Transmission Systems) refers to
  technologies that can be installed in new or existing power transmission and distribution
  lines to enhance the security, controllability and flexibility of an AC power system and to
  increase its capacity.
 Series compensation FACTS. Series compensation uses capacitors and reactors to
  introduce voltage in series with the line. Their major task is to reduce the inductivity of the
  transmission line. They supply or consume variable reactive power. Series compensation
  can be either fixed (Fixed Series Compensation or Fixed SC) or controlled.
 Fixed (Fixed Series Compensation or Fixed SC) FACTS. These FACTS are useful for
  optimizing performance in very large bulk transmission corridors (typically longer than 200
  km).
 Controlled Series compensation FACTS. These FACTS, usually called Thyristor
  Controlled Series Capacitor (TCSC), are especially useful for damping power oscillation
  over interconnections between transmission grids.
 (Dynamic) Shunt compensation FACTS also uses variable impedance devices like
  capacitors or reactors, here to introduce current in shunt with the line, which is in phase with
  the line voltage. The technologies can also be combined to either create a series-shunt-
  compensation or a series-series compensation. Examples for such systems include static
  compensators (STATCOM) or static VAR compensators (SVC).
 Static compensators (STATCOM). Installing a STATCOM at one or more suitable points
  in a grid will increase power transfer capability by enhancing voltage stability and
  maintaining a smooth voltage profile under different network conditions. Its ability to
  perform active filtering is also very useful for improvements in power quality.
 Static VAR compensators (SVC). SVC will typically regulate and control the voltage to
  the required set point under normal steady state and contingency conditions and thereby
  provide dynamic, fast response reactive power following system contingencies (e.g.,
  network short circuits, line and generator disconnections). In addition, SVC can also
  increase transfer capability, reduce losses, mitigate active power oscillations and prevent
  over voltages at loss of load.
 Substations. Substations are key installations in the power grid that facilitate the efficient
  flow of electricity within the grid as well as the connection of power plants to the grid. They
  also interconnect transmission lines (including those with different voltage levels, such as
  transmission and distribution networks), link end-consumers to these networks and protect
  the grid from risks (e.g., short circuit).
                                                  60
 ---pagebreak---        AIS substation. Substation which contains air-insulated switchgear.
       GIS substation. Substation which contains gas-insulated switchgear.
       Hybrid Substation. Substation which contain both gas- and air-insulated switchgear.
       Mobile Substation. Mounted on skids, trailers or in containers for rail, road or air
        transportation, these substations come in the form of ready-to-connect, complete assemblies
        and are designed for grid code compliance and easy mobility. The solutions are available for
        voltage levels up to 420 kV and all power ratings, and ensure reliable and high-quality
        energy supplies.211
       Power semiconductors. Semiconductors are materials, such as silicon, which can act as an
        insulator, but are also capable of conducting electricity. The Proposed Transaction relates to
        power semiconductors (including high power semiconductors). While general
        semiconductors (operating in ranges of mW or µW) are used in integrated circuits,
        memories and other to control devices such as computers or washing machines with millions
        of (low-power) switching functions, power semiconductors (> 1 W) and high power
        semiconductors (> 1200 V / 300 A) only provide for one switch with high power.
       EV charging infrastructure. Charging infrastructure for electric vehicles. The Target
        offering relates to offering relates to EV charging stations (TOSA), which are fast charging
        stations with a mechanical arm that can be used to fast-charge buses or trams by driving
        them under it.
211 See https://new.abb.com/substations/mobile-substations.
                                                        61
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