CELEX: 32020M9585
Language: en
Date: 2020-05-13 00:00:00
Title: Commission Decision of 13/05/2020 declaring a concentration to be compatible with the common market (Case No COMP/M.9585 - OUTOTEC / METSO (MINERALS BUSINESS)) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 13.5.2020
                                                                C(2020) 3254 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                                                                 information omitted has been replaced by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.
                                                                Outotec Oyj
                                                                Rauhalanpuisto 9
                                                                FI-02230 Espoo
                                                                Finland
Subject:            Case M.9585 - OUTOTEC / METSO (MINERALS BUSINESS)
                    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 2 April 2020, the European Commission received notification of a proposed
          concentration pursuant to Article 4 of the Merger Regulation by which Outotec Oyj
          (‘Outotec’, Finland) acquires within the meaning of Article 3(1)(b) of the Merger
          Regulation sole control of the minerals business of Metso Oyj (Finland) (the
          “Transaction”).3 Outotec is designated hereinafter as the “Notifying Party”.
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 (the “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 123, 16.4.2020, p. 51.
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)      Outotec is incorporated in Finland. It is active mostly in the mineral and metal
         business on a world-wide basis. Outotec develops technologies and services in two
         areas: minerals processing, and metals, energy and water.
(3)      Metso Oyj is also incorporated in Finland. It is active globally in products and
         services for the mining, aggregates, and recycling industries.
2.       THE OPERATION
(4)      The Transaction consists of an acquisition of sole control of Metso Oyj’s minerals
         business (“Metso Minerals”) by Outotec. Outotec and Metso Minerals together are
         referred to as the “Parties”. The acquisition is based on a Combination Agreement
         and a Demerger Plan of July 2019. Metso Oyj’s will partially demerge so that the
         minerals business will be transferred out of the group. Metso Oyj’s flow control
         business will continue existing independently under the name Neles. Outotec will
         acquire Metso Oyj’s former minerals business (assets, rights, debts and liability
         relating to the Metso Oyj’s minerals business) and integrate it within its own
         business. Outotec will continue to exist as a legal entity after the Transaction and be
         renamed ”Metso Outotec”. In return for the transfer of this business to Outotec, the
         shareholders of Metso Oyj will receive newly issued shares in Metso Outotec and
         hold approximately 78% of its shareholding. The economic entity resulting from the
         Transaction (the “combined entity”) will have an atomistic shareholder structure,4
         consisting of both Metso Oyj’s and Outotec’s shareholders. Therefore, the combined
         entity will not be controlled by any of its shareholders after the Transaction.
(5)      The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of
         the Merger Regulation.
3.       UNION DIMENSION
(6)      The Transaction does not meet the jurisdictional thresholds of article 1(2) and 1(3) of
         the Merger Regulation. The Transaction therefore does not have a Union dimension
         within the meaning of Article 1 of the Merger Regulation.
(7)      The case was capable of being reviewed under the national merger control laws of (i)
         Austria, (ii) Bulgaria, (iii) Finland, (iv) Germany, (v) Portugal, (vi) Spain and (vii)
         Sweden.
(8)      On 7 November 2019, the Parties informed the Commission by means of a reasoned
         submission that the concentration should be examined by the Commission. The
         Commission transmitted the reasoned submission to the Member States. As none of
         the Member States expressed within 15 working days its disagreement with the
         referral of the case, the Transaction was deemed to have a Union dimension pursuant
         to Article 4(5) of the Merger Regulation. On 2 December 2019 the Commission
4   None of Metso Outotec’s shareholders will hold more than 15% of its shares and voting rights. Overall,
    Metso Outotec’s five largest shareholders will hold 32,9% of the combined entity’s shares and voting
    rights.
                                                        2
 ---pagebreak---      informed the Parties accordingly of the referral and that the Transaction would have
     to be notified to the Commission.
4.   INTRODUCTION
4.1. The minerals processing value chain
(9)  Minerals processing includes the process steps following the extraction of the feed
     material from the mine/quarry. In general, the goal of minerals processing activities
     is either (i) the preparation for further use as construction material (in the case of
     aggregates) or (ii) the upgrading to allow for even further processing (by smelting or
     electrolysis) to produce metals or other minerals.
(10) The following chart, submitted by the Notifying Party, provides an overview of the
     most important steps of the minerals processing business.
     Graph 1: Overview of minerals processing business
(11) The Parties’ products become relevant once the feed material has been extracted.
     The first process step following the extraction of the feed material is referred to as
     comminution. The comminution cycle is primarily concerned with reducing the size
     of the feed material. The size reduction is necessary to liberate the value minerals
     from the surrounding host rock. This size reduction is typically achieved through
     several stages of crushing and grinding. To achieve an efficient size reduction
     process, the feed material is classified for size between each of the size reduction
     steps and either carried through to the next step or re-introduced to the previous step
     if the desired particle size has not yet been achieved.
(12) Once the desired particle size has been achieved in the comminution cycle, the feed
     material is further processed in several stages referred to as beneficiation.
     Beneficiation activities aim at increasing purity and “processability” of the value
     minerals by separating the value minerals from the host rock. Typically, the
     beneficiation process steps include, in particular, flotation, magnetic separation
                                                 3
 ---pagebreak---          leaching, dewatering/filtration, washing, thermal drying, and, in certain instances,
         initial thermal processing steps (such as iron ore pelletizing).
(13)     The Parties’ activities overlap in the supply of several types of capital equipment5
         used in the mining and minerals industry, where both Parties are long-established
         players.
(14)     More specifically they overlap in relation to such equipment for: (i) grinding, (ii)
         flotation, (iii) filtration, and (iv) iron ore pelletizing (and possible segmentations).
         The Parties’ activities also overlap with respect to the supply of aftermarket services,
         spare parts and wear parts in relation to each of these types of equipment.
4.2.     Customers of mining equipment/engineering companies
(15)     The ultimate customers of minerals processing equipment are mining companies.
         Customers are often assisted by specialised engineering companies, in particular (but
         not only) for greenfield and large brownfield projects.6
(16)     While all mining projects typically involve engineering, the level of involvement of
         engineering companies in a mining project varies. Some engineering companies are
         specialised in conducting the initial study and testing works in order to develop a
         flowsheet for a project.7
(17)     The Notifying Party submits that once a project is started, customers generally
         involve engineering companies to provide engineering, procurement, and
         construction services (the “EPCs”) or engineering procurement construction
         management services (“EPCMs”):
               EPC contractors develop the project from commencement to final
                  completion, delivering a complete solution, enter into separate agreements
                  with vendors and subcontractors (such as the original equipment
                  manufacturers, referred to as “OEMs”) for the project but on their own
                  behalf, carry the risk for the project and guarantee performance of the
                  completed project;
               EPCM contractors are not directly involved in building and construction of
                  the project, but are rather responsible for the overall management on behalf
                  of the customer. EPCM contractors have the duty to supervise, manage and
                  co-ordinate construction interface, and run the procurement and negotiate
                  contracts with sub-contractors and vendors as the agent of the customer.8
4.3.     Procurement
(18)     The typical key steps leading to the procurement of a minerals processing
         equipment, from a customer’s perspective, can be summarised as follows:
5   “Capital equipment” refers to standalone pieces of machinery to fulfil a certain function. All other sales
    are considered as aftersales (spare and wear parts) and services.
6   Form CO, paragraph 1103.
7   Form CO, paragraph 1128.
8   Form CO, paragraph 1130.
                                                           4
 ---pagebreak---             first, a customer may engage an EPC(M) for feasibility studies. OEMs can
               sometimes be involved at this stage, especially if no EPC(M) is hired. Certain
               mining companies may also have the relevant in-house engineering
               capabilities to conduct feasibility studies and thus not require the intervention
               of an EPC(M);
            second, either the mining company or the EPC(M) organises a tender to
               procure mining equipment from equipment suppliers (OEMs) on the basis of
               a request for quotations (“RFQ”). After the tender has been awarded, the
               selected OEM may conduct additional engineering work to finalize the line
               (“flowsheet”);
            third, once order for the equipment has been placed by the mining company,
               the OEM procures parts and/or components from its own suppliers;
            the fourth and final step consists in shipping the components and/or
               equipment to the customer’s site, and installing the equipment on site.9
(19)   The entire process can take several years from initial feasibility studies to the final
       procurement decision and installation.
(20)   According to the Notifying Party, EPC(M)s have significant influence on the
       procurement process for mining equipment. The Notifying Party submits that
       EPC(M)s take the lead and act as integrators of the entire mining project in around
       40-50% of global cases. The involvement of EPC(M)s tends to be more extensive
       with the larger and more complex projects, but EPC(M)s are also involved in smaller
       projects.10 In cases where EPC(M)s do not have the leading role, mining customers
       typically rely on their in-house services to ensure the proper performance of the
       mining project.11
4.4.   Manufacturing of capital equipment
(21)   The Parties operate under a so-called “asset-light” business model. This means that
       neither Metso Minerals or Outotec have their own production capabilities for their
       core (large) minerals processing equipment, with some limited exceptions.12 Instead,
       both Parties outsource the manufacturing of the required components and parts to
       third parties. Outotec and Metso Minerals own the required patents, expertise,
       technical drawings, and engineering capabilities to produce most of their mining
       equipment.13
(22)   The Notifying Party explains that minerals processing equipment for mining
       applications is not “off-the shelf” equipment, but “engineer to order” and tailored to
9   Form CO, paragraph 1160.
10  Form CO, paragraph 1134.
11 Form CO, paragraph 1137.
12 Outotec only has four production facilities (three in Finland and one in China), see Form CO, paragraph
    1064.
13 Form CO, paragraph 1059.
                                                          5
 ---pagebreak---         each project, and can differ significantly between mining projects. Suppliers thus
        source components from a number of alternative suppliers located across the globe.14
(23)    The assembly of the mining equipment is then carried out on-site at the mine or
        plant. The assembly of mining equipment is usually done by EPC(M) firms (who
        hire sub-contractors), while the supplier who provided the equipment sends
        supervisors on site to oversee it. Assembly can also be done by customers with in-
        house engineering expertise, under the supervision of the OEM.15
5.      RELEVANT MARKETS
5.1.    Product market definition
5.1.1. Grinding
5.1.1.1. Grinding capital equipment
(24)    Grinding is a powdering or pulverising process using the rock mechanical forces of
        impaction, compression, shearing, and attrition. Grinding machinery is used to
        achieve a size reduction of the feed material (the ore) and to liberate the individual
        minerals therein. Grinding machinery is part of the comminution (size reduction)
        cycle, and can be distinguished from crushing equipment because the particle size
        achieved through grinding is smaller.
(25)    The Notifying Party submits that there are three basic methods for applying energy
        to feed material in a grinding mill in mining applications: tumbling, stirring, and
        vibration. In addition, high pressure grinding rolls (referred to as “HPGRs”) can be
        used for further size reduction. Moreover, the Notifying Party submits that grinding
        is typically achieved through the combination of several grinding stages to achieve
        the desired end product. Several types of grinding mills could thus be used to
        achieve an intended size reduction.
(26)    According to the Notifying Party, the selection of a certain mill type and its interplay
        in the overall grinding circuit is a complex process. In addition to the operational
        considerations regarding the effective power range of the mill (usually expressed in
        kw), the customers’ main objective is to balance efficiency, capital expenses
        (“CAPEX”), and operating expenses (“OPEX”) while obtaining the desired grinding
        result.
(27)    According to the Notifying Party, typical decision factors for a mining company
        when purchasing a grinding mill include (i) the required installed power (which is a
        function of the characteristics of the feed material (including hardness of the mineral,
        rock, or ore; variability of the ore in the mine), capacity needed), (ii) the energy
        efficiency of the application in each mill type, (iii) energy costs, (iv) the
        desire/capacity to have similar/common equipment with other applications in the
        plant, (v) the desired output (i.e., required product gradation,), (vi) the space
14  Form CO, paragraph 1063.
15  By way of exception, Outotec assembles its filters in its own factories and filters are then shipped to
    customer site. See Form CO, paragraph 1064.
                                                       6
 ---pagebreak---       available in the processing plant and (vii) other cost considerations (both for the
      initial purchase and on an operating basis).16
(28)  In the Notifying Party’s view, geographic factors do not play a significant role when
      choosing a certain mill type. While minor pieces of auxiliary equipment (including
      lubrication and motors) need to be adapted to the operating conditions (e.g., a mill
      operated in Siberia vs. a mill operated in Sub-Saharan Africa), the mill type as such
      is agnostic to geographic considerations as long as it can achieve the desired
      grinding result.
(29)  According to the Notifying Party, there is a high degree of overlap in capabilities for
      the different types of mills. In essence, while at the extremes (in terms of feed
      material size and output size) there is a degree of differentiation between the
      different mills, on balance grinding mills have, according to the Notifying Party, a
      high degree of overlap in their capabilities.
(30)  The efficient use of different types of mills may impose further practical limitations.
      For instance, certain mill types may be more efficient to achieve a certain size
      reduction than others. Further, certain mill types have a range of applications that is
      more suited to specific grinding application (allowing the mill to operate within its
      efficiency range).
(31)  In the Notifying Party’s view, two of the most important factors regarding the
      application range of a specific mill type are the so-called “F100” and the “P80”
      ranges. The “F100” range is the largest expected feed material that will be fed to the
      mill. The “P80” range is a size where 80% of the output material will be below the
      defined size. According to the Notifying Party, there is no industry standard
      regarding the total application range or on the efficiency ranges of the individual mill
      types.17
(32)  From a technical point of view, the following basic grinding mill types can be
      distinguished: tumbling (horizontal) mills, stirred (vertical) mills, vibrating mills and
      HPGRs.
      Tumbling (horizontal) mills
(33)  Tumbling mills comprise a horizontally rotating drum (horizontal mills). The
      different types of tumbling mills can differ in size and operation. A distinction can
      be made between autogenous (“AG”) and semi-autogenous (“SAG”) mills, which
      are both are used for primary grinding, i.e. the first grinding stage post-crushing.
(34)  AG mills use the feed material as grinding media, therefore they do not require
      additional grinding media such as steel balls. Grinding is achieved by colliding rock
      on rock or via rock impact on the mill shell liners. SAG mills also use the feed
      material as grinding media, plus (mainly forged steel ball) grinding media.
(35)  Other types of horizontal mills include rod, ball, and pebble mills. The design of
      ball, rod, and pebble mills is similar to AG and SAG mills, the main difference being
16 Form CO, paragraph 203.
17 Form CO, paragraph 211.
                                                 7
 ---pagebreak---         the grinding media used to grind the feed material and the ratio of mill diameter to
        length.
        Stirred (vertical) mills
(36)    Stirred mills have a rotating shaft inside a tank, stirring the feed material and
        grinding media. Size reduction is mostly achieved by attrition and abrasion. Stirred
        mills are typically used in later stages of the grinding circuit to achieve finer particle
        sizes and improve grade and/or recovery.
        Vibrating mills
(37)    Vibrating mills achieve a size reduction through impact, shearing and attrition. Steel
        balls can be used as grinding media. While vibrating mills are relatively inexpensive
        and simple to install, they typically have a low capacity (size limitation) and cause a
        high noise level. Vibrating mills are typically used for specialty applications such as
        low throughput and small footprint installations, batch grinding and temperature-
        controlled grinding applications.
        HPGRs
(38)    HPGRs are a product type in between crushing and grinding as they combine the
        mechanical forces of crushing between two surfaces and the effect of a coarse
        grinding mill. HPGRs utilise two counter-rotating rolls in order to crush ore.
        According to the Notifying Party, HPGRs can be used for broad range of processes
        from relatively coarse crushing to grinding for pelletizing. Despite its broad use
        range, HPGRs typically require a previous crushing stage in the comminution cycle
        to operate properly. 18
        (A)       The Parties’ activities
(39)    The Parties’ activities overlap with respect to tumbling mills and stirred mills.19
        More specifically, both Parties offer the main types of tumbling mills, i.e., AG/SAG
        mills, rod mills, ball mills, and pebble mills, and stirred mills.20
        (B)       Commission precedents
(40)    In its decision Metso/Svedala21 the Commission found that a basic distinction could
        be made between crushers (technically comparable comminution machinery, but
        leading to a coarser result) used for aggregate production and construction (A&C
        crushers) on the one hand, and crushers used for mining applications on the other
        hand.
(41)    In the Metso/Svedala decision, the Commission also distinguished minerals
        processing equipment by type and found that grinding mills constituted a separate
18 Form CO, paragraphs 199-231.
19 A very marginal overlap of activities exists also with respect to HPGRs, where Outotec is virtually not
   active and does not offer any proprietary equipment. Outotec is merely cooperation partner of a third party
   supplier. […].
20 Form CO, paragraphs 235-240.
21 Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, paragraphs 48 to 54.
                                                         8
 ---pagebreak---       relevant product market.22 The Commission considered a possible distinction
      between horizontal tumbling mills on the one hand, which could be further
      subdivided into autogenous mills, semi-autogenous mills, rod mills and ball mills,
      other horizontal mills, and vertical mills on the other hand, but ultimately left the
      question open whether these mill types constituted separate product markets.23
      (C)       The Notifying Party’s views
(42)  The Notifying Party submits that the supply of grinding mills for the mining and
      minerals industry constitutes a relevant product market, distinct from such
      equipment supplied to other industries (e.g., the aggregates industry). The Notifying
      Party submits that the market should however not be segmented by type of grinding
      mill (tumbling/stirred mills), by size and/or power categories and that tumbling mills
      should not be segmented by tumbling mill type (AG, SAG, rod, ball, pebble mills).
      Tumbling (horizontal) mills vs. stirred (vertical) mills
(43)  The Notifying Party considers that differences between the types of mills (including
      tumbling vs. stirred) do not warrant distinct relevant product markets. The Notifying
      Party argues that despite the different grinding methods all mills serve the same
      purpose, i.e., to reduce the particle size of feed materials.
(44)  The Notifying Party submits that the specific choice of grinding equipment is
      typically dependent on several factors. While certain types of mills can treat coarser
      material, and others achieve a finer grind, their operating range would typically
      overlap to some degree. A mill circuit is typically designed to achieve an optimum
      combination of different mill types to provide the customer a solution optimised,
      also regarding CAPEX and OPEX, for a full circuit. According to the Notifying
      Party, this further blurs the delineation between the different mills.
(45)  Furthermore, according to the Notifying Party, the bespoke setup of a grinding
      circuit is not limited to the choice and sequence of mills, but also includes a tailoring
      of the mill as such to meet the specific requirements of a mining project.
(46)  The Notifying Party argues that from the supply side, there is a significant degree of
      substitutability. First, all major competitors offer all types of tumbling mills. All
      global competitors also offer vertical mills to complete their portfolio. The Notifying
      Party contends that no IP barriers prevent competitors from entering this market. It
      identifies no specific need to obtain access to patents, proprietary know-how, or
      other IP to compete in grinding or stirred mills such that additional suppliers are
      expected to start supplying stirred mills in the near future). Therefore, according to
      the Notifying Party, there are no supply-side considerations mandating a
      differentiation based on the grinding method.
(47)  Consequently, according to the Notifying Party, there would be no relevant barriers
      for a supplier of horizontal mills to expand into the supply of stirred mills.
(48)  The Notifying Party also considers that there are no significant barriers hindering the
      ability of suppliers of other comminution equipment to expand their offerings into
22 Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, paragraph 47.
23 Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, paragraph 15.
                                                   9
 ---pagebreak---       grinding mills. It explains that such suppliers have started supplying stirred mills in
      the last ten years.
(49)  The Notifying Party further submits that, overall, stirred milling is a relatively new
      technology within minerals processing. Due to the depletion of high-grade ores
      globally, much finer grinding would be likely to be required in the future to extract
      the desired minerals. The Notifying Party believes that this development will
      generate additional demand for stirred mills in the future and incentivise additional
      competitors to start offering stirred mills and existing ones to expand their offering.24
      Size and/or power categories
(50)  The Notifying Party contends that the market for tumbling mills should not be
      segmented by mill size and/or mill power.25 The Notifying Party submits these
      explanations with reference to Metso Mineral’s technical power band specifications
      and internal mill diameter references which are as follows: (i) small up to 15 ft (c. 5
      m), (ii) medium 15 – 30 ft (c. 5 m to 10 m), and (iii) large, more than 30 ft (c. 10 m).
      The Notifying Party argues that the choice between different mill sizes/power
      outputs is primarily capacity-driven. High-capacity mining projects, typically iron
      ore and copper mines, require larger, more powerful mills to fulfil the throughput
      requirements than smaller projects (typically gold/zinc/lead mines). According to the
      Notifying Party, the process as such, i.e., the pulverization of the feed material,
      however, would not depend on the mill size/power output.
(51)  Further, the size and/or power output of a given mill is typically customised to meet
      the specific requirements of the project. Accordingly, mills can be up- and
      downscaled to optimise the performance and achieve the desired outcome and there
      are numerous factors influencing the choice of mill type and grinding flowsheet (i.e.,
      the composition of the grinding circuit) more generally.
(52)  In the Notifying party’s view, in most instances, a desired result can be achieved by
      several different setups, including the use of several smaller mills instead of one
      larger mill, or the use of a ball mill with long retention time instead of a stirred mill
      for fine grinding due to throughput considerations. Customers would therefore not be
      tied to a specific mill type or size.
(53)  Finally, in the Notifying Party’s view, no supply-side arguments justify any
      segmentation by mill size/power output as most major suppliers can offer mills in all
      the main desired sizes and power ranges.
      Different types of tumbling mills (AG, SAG, rod, ball, pebble mills)
(54)  The Notifying Party submits that the market should not be segmented by individual
      tumbling mill type. The main difference between AG/SAG mills is the addition of
      steel balls as grinding media for SAG mills and both types of mills are used at the
      same stage of the grinding circuit. While AG and SAG mills are not perfectly
      substitutable from a demand-side perspective, the Notifying Party submits that all
      major manufacturers of AG mills also offer SAG mills. The Notifying Party argues
24 Form CO, paragraphs 243-253.
25 Form CO, paragraphs 255-261, paragraphs 391 to 399.
                                                     10
 ---pagebreak---        that because AG/SAG mills are custom-designed to meet the requirements of the
       individual mining project, the differences between AG and SAG mills would not
       justify distinguishing relevant markets for the two types of mills. Similarly, no
       segmentation would be required between rod, ball, and pebble mills. 26
(55)   The Notifying Party states that on this basis all grinding mill types and sizes/powers
       are fully substitutable with one another. The Notifying Party considers that the
       precise market definition can be left open since the Transaction does not raise
       concerns under any market definition that the Commission considers to be plausible.
       (D)         The Commission’s assessment
       Tumbling (horizontal) mills vs. stirred (vertical) mills
(56)   The Commission has assessed whether a segmentation between tumbling mills and
       stirred mills is warranted. Contrary to the Notifying Party’s view, the results of the
       market investigation indicate that tumbling mills and stirred mills may form two
       separate product markets. A vast majority of the mining customers that replied to the
       Commission’s market investigation states that tumbling mills and stirred mills are
       not substitutable from a demand-side perspective.27 Most customers indicate that
       they would not be likely to switch from one type of grinding mill to another type,
       including between tumbling mills and stirred mills, in the event of a durable price
       increase of 5–10% for one type of grinding equipment.28
(57)   Moreover, only half the suppliers of grinding equipment that responded to the
       market investigation consider that tumbling mills and stirred mills are substitutable
       from a customers’ point of view.29 A the same time, almost two thirds of suppliers
       consider that their companies would not be able to easily start offering a specific
       type of grinding equipment not yet offered or switch between different types of
       grinding mills30 and that such a switch would take longer than two years.31 Only a
       minority of the suppliers who participated in the market investigation indicates that
       in case of a durable price increase of 5-10% customers would be likely to switch
       from one type of grinding mill to another one.32 This shows that the participants in
       the market investigation do not share the Notifying Party’s views in this respect.
(58)   Therefore, in line with the Commission’s precedent and the results of the market
       investigation, the Commission considers that for the purposes of this decision a
       possible distinction can be made between tumbling mills on the one hand and stirred
       mills on the other hand.
       Size and/or power categories
(59)   The Commission has also examined whether tumbling mills should be distinguished
       on the basis of their different power and size based categories and whether these
26 Form CO, paragraph 254.
27 Questionnaire to Mining Operators (“Q2”), replies to question 8.
28 Q2, replies to question 11.
29 Questionnaire to Suppliers of Mining Equipment (“Q1”), replies to question 9.
30 Q1, replies to question 8.
31 Q1, replies to question 8.1.1.
32 Q1, replies to question 12.
                                                        11
 ---pagebreak---        categories may form distinct product markets. The Commission considers that,
       contrary to the Notifying Party’s view, such a segmentations may be warranted.
       While approximately half of the customers submits that a segmentation by size
       and/or diameter is appropriate33 a large majority of suppliers supports such a
       segmentation.34 Both customers and suppliers confirm a distinction between small,
       medium and large tumbling mills would be appropriate because the throughput
       requirements of a given grinding circuit can only be met with a mill of the correct
       size.35
(60)   There are however slightly different views between respondents about the limits
       between the different categories,. Nevertheless, the replies from suppliers and
       customers are broadly consistent with the categorisation considered in the Notifying
       Party’s submissions, namely (i) small: 0 – 3,000 kw, (ii) medium: 3,000 – 20,000
       kw, and (iii) large: more than 20,000 kw.36
(61)   Similarly, the results of the market investigation broadly confirm the size/diameter
       categories considered by the Notifying Party, namely (i) small: up to 15 ft (c. 5 m),
       (ii) medium 15 – 30 ft (c. 5 m to 10 m), and (iii) large, more than 30 ft (c. 10 m).37
(62)   On this basis the Commission considers that the relevant product market for grinding
       equipment could plausibly be segmented into (i) large, (ii) medium and (iii) small
       mills, for the purposes of this this decision being categorised as follows: (i) small up
       to 15 ft (c. 5 m), (ii) medium 15 – 30 ft (c. 5 m to 10 m), and (iii) large, more than 30
       ft (c. 10 m).
(63)   Therefore, the Commission considers that, for the purposes of this decision, it will
       consider a possible segmentation according to the following power and/or size
       segment ranges: (i) small: 0 – 3,000 kw/up to 15 ft (c. 5 m), (ii) medium: 3,000 –
       20,000 kw/15 – 30 ft (c. 5 m to 10 m), and (iii) large: more than 20,000 kw/30 ft (c.
       10 m).38
       Different types of tumbling mills (AG, SAG, rod, ball, pebble mills)
(64)   The Commission has further considered a possible differentiation between AG,
       SAG, rod, ball and pebble mills to the extent that they may form distinct product
       markets. The Commission considers that, contrary to the Notifying Party’s view,
       such a segmentation may be warranted. The vast majority of customers that
       participated in the market investigation indicates that rod, ball and pebble mills are
       not substitutable, while the substitutability of AG and SAG mills is supported by a
       vast majority of customers.39
33 Q2, replies to questions 5, 5.1.1.
34 Q1, replies to question 5.
35 Q1, replies to question 5.1. Q2, replies to questions 6, 6.1.
36 Q1, replies to question 5.1. Q2, replies to question 5.1.
37 Q1, replies to question 5.1. Q2, replies to question 5.1. In the absence of standard categories, the
   respondents to the market investigation used possible power and size categories that marginally varied
   between the different respondents.
38 Q1, replies to question 5.1.
39 Q2, replies to question 12.
                                                           12
 ---pagebreak--- (65)    Similarly, suppliers of grinding equipment indicate that these types grinding
        equipment are, for the most part, not substitutable. For rod, ball and pebble mills, a
        majority of respondents indicates that they are not substitutable, while a majority
        confirms the existence of supply side substitutability between AG and SAG mills,
        because the main difference between AG and SAG mills is whether grinding media
        are used or not while the mills are similar.40
(66)    Accordingly, in line with the Commission’s precedent41 and the results of the market
        investigation, the Commission considers for the purpose of this decision that rod,
        ball and pebble mills may form distinct relevant product markets.. Conversely, the
        Commission considers that AG and SAG mills may belong to the same product
        market for the purpose of this decision.
(67)    In any event, regarding the possible segmentations of the grinding equipment
        discussed at paragraphs 56 to 66 for the purpose of this decision, the exact product
        market definition can be left open as the Transaction does not raise serious doubts as
        to its compatibility with the internal market or the functioning of the EEA
        Agreement under any product market definition discussed above.
5.1.1.2. Grinding aftermarkets
(68)    According to the Notifying Party, the aftermarket for grinding includes three main
        categories of products or services, namely (i) spare parts (worn out/broken
        components that are not designed to be replaced regularly), (ii) services (labour to
        maintain and/or repair the equipment, including the installation of wear and spare
        parts), and (iii) wear parts (parts that are subject to wear and tear, typically in direct
        contact with the feed material) designed to be replaced regularly.42
        (A)         The Parties’ activities
(69)    Both Parties offer spare parts, services, and wear parts for grinding mills; the
        Notifying Party notes that Outotec’s activities in this area are very limited.43
        (B)         Commission precedents
(70)    The relevant product market for grinding aftermarket services, spare and wear parts
        has not been previously examined by the Commission.
        (C)         The Notifying Party’s view
(71)    The Notifying Party considers that the aftermarket for grinding mills is distinct from
        the market for capital equipment, in particular, because customers would source
        aftermarket parts and services separately from the capital equipment. In addition, the
        Notifying Party argues that they source much of the service, spare and wear parts
        from suppliers other than the equipment suppliers, such as engineering houses,
40  Q1, replies to question 13.
41  This is in line with the Commission’s considerations in its Metso/Svedala decision (except for pebble
    mills which was not considered) where the Commission ultimately left the market definition open. See
    Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, paragraph 15
42 Form CO, paragraph 451.
43 Outotec is active almost exclusively with respect to its own installed base, Form CO, paragraph 453.
                                                          13
 ---pagebreak---        independent parts suppliers, wear part suppliers, or the suppliers’ own equipment
       providers. Furthermore, many customers would have their own internal service
       departments. At the same time, the Notifying Party indicates that some suppliers
       (including Outotec) are much less active in the aftermarkets than in the capital
       equipment market. This means that the commercial focus of these suppliers is to sell
       their own capital equipment while limiting their aftermarket activity largely or
       exclusively on servicing their own installed base. These suppliers would typically
       abstain from securing service contracts for equipment installed by other suppliers.
       Furthermore, Metso Minerals and Outotec have dedicated services (spare parts,
       highly engineered wear parts, services) and consumables businesses, separate from
       their capital equipment businesses, further supporting a separation between the
       capital equipment segment and the aftermarket segment.
(72)   The Notifying Party considers that further segmentation of the grinding aftermarket
       into (i) services, (ii) spare parts and (iii) wear parts is not warranted. In the Notifying
       Party’s view, aftermarket services and spare parts generally belong to the same
       market. From the demand-side perspective, while services are not substitutable with
       spare parts, customers typically source them, during the lifetime of the equipment,
       from the same supplier or under a contract including an assortment of services and
       spare parts. From the supply-side perspective, suppliers typically provide a range of
       both spare parts and services.44
(73)   With regard to wear parts,45 the Notifying Party explains that customers tend to buy
       them separately and they are generally supplied by specialized wear parts
       suppliers.46
(74)   The Notifying Party submits that the exact product market definition in this respect
       can ultimately be left open because no competition concerns would arise under any
       plausible market definition. 47
       (D)         The Commission’s assessment
(75)   As concerns aftermarkets, the Commission has examined three layers of possible
       market segmentation: (i) the distinction between the supply of capital equipment and
       aftermarkets, (ii) the distinction between aftermarkets for each main types of capital
       equipment, i.e., grinding, flotation, filtration, and iron ore pelletizing, and (iii) within
       each aftermarket, the distinction between services, spare parts and wear parts.
(76)   First, in line with the Notifying Party’s view, the results of the market investigation
       indicate that aftermarkets and the supply of capital equipment belong to separate
       relevant product markets.
(77)   A majority of competitors and customers that responded to the market investigation
       confirms that aftermarkets constitute a separate market from the supply of capital
       equipment due to limited substitutability in terms of service characteristics,
       technicians’ skills, prices, and timing delivery. 48 While some customers that
44 Response to RFI 24 of 1 May 2020, question 1.
45 The Notifying Party submits that there is no substantial demand for wear parts outside of grinding.
46 Response to RFI 24 of 1 May 2020, question 1.
47 Form CO, paragraph 459.
48 Q1, replies to question 43; Q2, replies to question 37.
                                                           14
 ---pagebreak---        responded to the market investigation express the view that capital equipment and
       aftermarkets belong to the same product market, this is predominantly based on the
       fact that these customers purchase aftermarket services, spare and wear parts from
       the suppliers that installed the capital equipment.49
(78)   However, the results of the market investigation confirm that the majority of
       customers procure aftermarket products from the OEMs during a warranty period
       (typically limited to 1-3 years). After the warranty period has expired, customers can
       and do switch to third party suppliers.50 From the supply-side perspective, the results
       of the market investigation suggest that independent third party providers of
       aftermarket products offer the same range of services, wear and spare parts.51
(79)   Second, the Commission notes that both the Notifying Party’s submissions and the
       results of the market investigation indicate that the aftermarkets for each type of
       capital equipment, i.e., grinding, flotation, filtration, and iron ore pelletizing
       constitute separate product markets.52 While there may be a degree of supply-side
       substitutability as some market players offer a range of aftermarket services and
       parts, the market investigation confirms that services, spare and wear parts are
       specific to each type of equipment.53
(80)   Therefore, for the purpose of this decision, the Commission considers that the
       aftermarket for each type of capital equipment, i.e., grinding, flotation, filtration, and
       iron ore pelletizing constitutes a separate market from the supply of the respective
       mining capital equipment.
(81)   Third, the market investigation was inconclusive as to whether aftermarkets should
       be further segmented into (i) services, (ii) spare and (iii) wear parts.
(82)   From the demand-side perspective, a majority of customers that responded to the
       market investigation does not consider that a further market segmentation between
       services, spare and wear parts is warranted.54 However, some grinding customers
       indicate that typically more supply options exist for wear parts than for spare parts.55
       Customers also indicate that some types of services concerning grinding mills are
       carried out by capital equipment suppliers and that during the warranty period
       aftermarket services, spare and wear parts are purchased from these suppliers. After
       the warranty period, others indicate that they have no general preference for the
       suppliers from whom they purchased the equipment, but that they choose according
       to their needs. 56
(83)   From the supply-side perspective, a small majority of capital equipment suppliers is
       of the view that services, spare parts and wear parts belong to separate markets57 and
49 Q2, replies to question 37.
50 Q2, replies to question 40.1.
51 Q1, replies to question 49.
52 Q2, replies to questions 38 and 38.1.
53 Q2, replies to questions in Section B.1.5.
54 Q2, replies to questions 39 and 39.1.
55 Q2, replies to questions 39 and 39.1.
56 Q2, replies to questions 39.1.
57 Q1, replies to question 45.
                                                   15
 ---pagebreak---          a majority of them offer all three elements.58 Nevertheless, a majority indicates that
         they could not easily start offering another type of aftermarket product. 59
(84)     In any event, the Commission considers that for the purpose of this decision, the
         exact definition of the aftermarket in relation to grinding equipment (i.e., whether
         overall or segmented into services, spare parts and wear parts) can be left open as the
         Transaction does not raise serious doubts as to its compatibility with the internal
         market or the functioning of the EEA Agreement under any product market
         definition that the Commission considers to be plausible.
5.1.2. Flotation
5.1.2.1. Flotation capital equipment
(85)     The flotation process consists in splitting selected minerals from a water-mineral
         mix (including other undesired minerals, referred to as “slurry”). The surfaces of
         specific minerals are made hydrophobic (water repellent) by adding reagents to the
         slurry. The hydrophobic mineral particles become attached to air bubbles that are
         introduced into the slurry. The air bubbles – and the mineral parts attached thereto –
         rise to the top of the slurry to create a froth layer. In addition to the reagent added,
         retention time and agitation/aeration are the determining parameters for the flotation
         process.
(86)     A flotation circuit typically comprises three stages: roughing, scavenging, and
         cleaning. First, the roughing process aims to maximise the recovery of minerals from
         the slurry. Second, the tailings of the roughing stage (in some instances following a
         re-grind), are introduced to the scavenger stage. The slurry is floated again in order
         not to lose any valuable minerals that were not floated in the roughing stage. Finally,
         the rougher/scavenger concentrates60 are fed to the cleaning stage.61 Cleaner cells are
         used to maximize the grade of the final concentrate.
(87)     The exact design of a flotation circuit depends on the mineral/ore and the volume to
         be processed. For example, coal typically only requires a single stage flotation
         without cleaning of the froth, while copper requires a complex circuit with several
         stages of scavenging and cleaning (and a regrind of certain fractions).
(88)     There are two main types of flotation equipment:
               mechanical cells, the most common type of flotation equipment, uses
                  mechanical agitation (through impellers) to stir the slurry and create optimum
                  particle-bubble contact. Mechanical cells are generally accepted for all three
                  stages of the typical flotation cycle (i.e., roughing, scavenging, and cleaning);
                  and
               column flotation cells, in which the slurry is introduced near the top of the
                  cell and tailings are removed from the bottom, while bubbles are introduced
58  Q1, replies to question 46.
59  Q1, replies to question 47.
60 In many instances following a re-grind in order to achieve the desired final grade.
61 The cleaning stage itself typically comprises several stages to upgrade the feed material further step by
    step (the feed material is typically re-circulated several times).
                                                            16
 ---pagebreak---                  near the bottom of the cell. Mixing is achieved by the turbulence provided by
                 the rising bubbles and the counter-flow of down-flowing slurry.
(89)    Other flotation methods include flash flotation,62 pneumatic cells63 (other than
        column flotation cells), contact cells,64 Jameson cells,65 and Woodgrove (SFR/DFR)
        cells.66
(90)    The evolution in flotation technology has led to an increase in the size of the
        flotation cells. While in the 1970s, a typical flotation cell size was in the order of
        3m³, today projects can include flotation equipment with 300-600m³ cells, or even
        above 600m³ for the largest.
        (A)        The Parties’ activities
(91)    The Notifying Party indicates that the Parties’ activities overlap only in respect of
        two types of flotation equipment, namely mechanical and column cells. The Parties’
        sales overwhelmingly concern mechanical cells, as column cells roughly represent
        […]% of Metso Minerals’ sales of flotation equipment and less than […]% of
        Outotec’s.67 The Notifying Party further indicates that only Outotec offers flash
        flotation equipment.
(92)    In terms of cell size, Metso Minerals’ portfolio includes mechanical cells from
        0.34m³ to 300m³ volume and Outotec offers mechanical cells from 0.5m³ to 630 m³
        volume. As to column cells, both Parties’ portfolio includes equipment with a
        diameter up to 6 meters.68
        (B)        Commission precedents
(93)    The relevant product market for flotation equipment has not been previously
        examined by the Commission.
        (C)        The Notifying Party’ views
(94)    The Notifying Party considers that the supply of flotation equipment for the mining
        and minerals industry constitutes a separate market. It further states that, within the
        flotation process area, the relevant product market should not be segmented by (i)
        types or (ii) cell size.
62 Flash flotation represents approximately 2% of the total flotation business. It is used for the recovery of
   floatable minerals within the grinding circuit. The target material are soft, heavy materials (for instance,
   free gold) that are ground to the desired size but cannot exit the grinding circuit size classification step due
   to their high density.
63 Pneumatic cells are primarily used for single stage coal flotations.
64 Contact cells are used for finer grade concentrates. The Notifying Party indicates that this technology is
   rarely used in practice (Form CO, paragraph 479).
65 The Jameson Cell produces fine bubbles without requiring additional external equipment of spargers and
   creates an intensive mixing with small bubbles achieving rapid flotation without mechanical agitation.
66 Woodgrove cells aim at handling two functions in one cell, by optimising the processes of particle
   collection, slurry disengagement, and froth recovery independently.
67 Form CO, paragraphs 503, 625 and 627.
68 Form CO, paragraph 503.
                                                          17
 ---pagebreak---        Segmentation by type of flotation equipment: mechanical cells vs. column cells
(95)   The Notifying Party states that the market for flotation equipment should not be
       segmented by type.
(96)   From the demand side, the Notifying Party states that most flotation technologies are
       substitutable. It indicates that, while column cells are typically used for the later
       cleaning stages in a multistage circuit, mechanical cells and the other flotation
       technology can be used for each stage of the flotation cycle.69 In addition, the
       Notifying Party considers that, compared to the specific process requirements of a
       mining project, price differences between mechanical and column cells are not
       decisive for a customer’s choice.70
(97)   From the supply side, the Notifying Party asserts that most suppliers offer or are able
       to offer both mechanical and column cell technologies. With respect to the suppliers’
       ability to provide different types of flotation equipment, the Notifying Party states
       that production capabilities of one or several types of flotation equipment are not
       decisive, given that most of the OEMs operate under an asset light business model,
       meaning that the Parties and their competitors do not manufacture flotation
       equipment themselves and do not have dedicated production lines for mechanical or
       column cells. In that regard, the Notifying Party argues that most OEMs own the
       necessary drawings to design, engineer and supervise the installation of both
       mechanical and column cells, on customer demand. Consequently, the Notifying
       Party considers that most suppliers may decide to respond to an RFQ regardless of
       whether it concerns a mechanical cell or a column cell. However, the Notifying Party
       admits that not all suppliers have an equal strength when it comes to column cells.
       For example, […], whereas the Notifying Party identifies Eriez as a leader in this
       technology.71
       Segmentation by size of mechanical cells
(98)   The Notifying Party explains that the main categories of mechanical cell sizes are
       within the following ranges: cells below 300m³, between 300 m³ and 600 m³ or
       above 600 m³.72 However, it considers that the market for mechanical flotation
       equipment should not be segmented by cell size.
(99)   In the Notifying Party’s views, from a customer’s perspective, there is limited
       demand for very large cells. A typical flotation bank includes several flotation tanks
       in a range of cell sizes. The Notifying Party states that the major competitors offer a
       range of cell sizes to construct a typical flotation bank and respond to customers’
       needs. The Notifying Party further states that there are no substantial technological
       barriers to offer different cell sizes and therefore suppliers that currently do not offer
       the very large flotation cells would face significant barriers to switch their
69 The Notifying Party further indicates that column cells are more widely used for iron ore and industrial
   application (non-mining) mineral, as they show a higher process performance than mechanical cells in
   those areas (Form CO, paragraph 509).
70 Form CO, paragraph 509.
71 Form CO, paragraph 509.
72 Form CO, paragraph 494.
                                                       18
 ---pagebreak---        production towards larger cells.73 Finally, the Notifying Party submits that any
       flotation project includes a variety of cell sizes.74
(100) The Notifying Party submits that segmenting the flotation equipment market by type
       of equipment and by cell size is not justified, and that the relevant product market
       should be the market for the supply of flotation equipment for the mining and
       minerals industry.
       (D)         The Commission’s assessment
       Segmentation by type of flotation equipment
(101) The Commission has assessed whether flotation capital equipment should be
       segmented by type of flotation equipment (e.g., mechanical cells, column cells, flash
       flotation, etc.). In that respect, contrary to the Notifying Party’s views, the results of
       the market investigation show that the different types of flotation equipment (e.g.,
       mechanical cells, column cells, flash flotation, etc.) are neither substitutable from a
       customer nor a supplier perspective.
(102) In that regard, a majority of suppliers and customers that responded to the market
       investigation considers that the different types of flotation cells (e.g., mechanical
       cells, column cells, flash flotation, etc.) are not substitutable.75
(103) From the demand-side perspective, respondents indicate that flotation equipment are
       individually selected based on the mining operators’ specific needs and various input
       and output requirement. According to some respondents, the different types of
       flotation equipment do not allow to reach the same required recovery rate and
       capacity, considering the type of ore to be processed. The use of an ill-adapted
       flotation equipment can thus lead to an inefficient separation process and high
       lifecycle costs. In that regard, in order to select the most adequate equipment, some
       respondents indicate that the choice of a flotation plant is preceded by an in-depth
       study of the properties of ore. The selection of the flotation equipment is then
       decided based on the results of this study and the required productivity.76
       Respondents to the market investigation further indicate that the flotation equipment
       is selected in consideration of other criteria, namely the type of separation to be
       conducted (single stage/multistage flotation circuit) and the stage (roughing,
       scavenging, cleaning) of the flotation circuit in which the equipment is embedded.77
(104) As a consequence, a majority of respondents indicates that they would not be likely
       to switch form one type of flotation equipment to another in case of a price increase
       of 5-10%.78 The customer’s choice is not driven by a price comparison between the
       different types of flotation equipment but primarily by the equipment’s ability to
       proceed with the required beneficiation at the best possible operating costs. For
       instance, a customer explains that “the total cost of ownership of making the change
       would need to be viable. Likewise the impact on the beneficiation process would
73 Form CO, paragraph 510.
74 Form CO, paragraph 626.
75 Q1, replies to questions 19 and 19.1; Q2, replies to questions 17 and 17.1.
76 Q2, replies to questions 18.1 and 19.1.
77 Q1, replies to questions 20 and 20.1; Q2, replies to questions 18 and 18.1.
78 Q1, replies to questions 22 and 22.1; Q2, replies to questions 20 and 20.1.
                                                          19
 ---pagebreak---        need to be technically acceptable in obtaining either the same or better
       recoveries.”79 Likewise, another customer indicates that the “selection will be
       largely the result of the technical solution. Price would play a role IF multiple
       solutions were available to accomplish the same task.”80
(105) From the supply-side perspective, the market investigation confirms the Notifying
       Party’s position related to the breadth of the product portfolio of flotation equipment
       suppliers. In that regard, several competitors, such as BGRIMM and Tenova,
       indicate that they offer at least two types of flotation equipment (mechanical cell,
       column cell, flash flotation or pneumatic cell).81 The main competitors’ offering in
       various types if flotation equipment is further confirmed by […].82
(106) However, a majority of competitors states that their company would not be able to
       easily start offering a different type of flotation equipment or switch between the
       different types of flotation equipment even if prices for this new equipment become
       more attractive.83 Besides, half of the competitors that responded to the market
       investigation indicates that such a switch would require two years or more, which
       suggests that the development and the marketing of a new flotation equipment would
       not be possible in a short period for a significant part of the Parties’ competitors.84
       Segmentation by size of mechanical cells
(107) The Commission has further assessed whether mechanical cells should be segmented
       by size (below 300m³, between 300m³ and 600m³, above 600m³ or other relevant
       segmentations).85 In that respect, the results of the market investigation show that,
       contrary to the Notifying Party’s views, the different cell sizes of flotation
       equipment are not substitutable, from a customer’s or a supplier’s perspective.
(108) In this regard, a majority of suppliers and customers that responded to the market
       investigation considers that mechanical cells of different sizes are not substitutable.86
(109) From the demand-side perspective, most customers indicate that they typically
       purchase various sizes of flotation equipment, depending on various parameters such
       as the desired throughput rate, the type of ore, the number of stages or the flowsheet
       configuration.87 For example, a customer indicates that “[f]lotation cell sizes are
79 Q2, reply to question 20.1.
80 Q2, reply to question 20.1
81 Q1, replies to question 23.
82 “Supporting fact base for the competition authority filings”, dated September 2019, McKinsey, annex 5-
   98 to the Form CO, slide 23.
83 Q1, replies to question 24.
84 Q1, replies to question 24.1.1.
85 For the purpose of this decision, the Commission will not assess the question of a possible segmentation
   by size column cells (whose size is typically ranged up to 6-meter diameter), since Outotec’s sales of
   column flotation are non-significant (less than […]% of its flotation equipment sales) and the Parties’
   combined market share remains below [10-20]% irrespective of the diameter considered (response to RFI
   20 of 20 April 2020, question 14).
86 Q1, replies to question 25; Q2, replies to question 22.
87 Q2, replies to question 24.1.
                                                           20
 ---pagebreak---        selected to meet a specific process duty and achieve a required residence time.
       Changing cell sizes would change this and affect the process outcome.”88
(110) Some respondents further explain that various cell sizes present differentiated
       properties and are not necessarily used for the exact same purpose throughout the
       beneficiation process. For example, a customer states that “separation efficiency
       decreases as cell size increases. Large cells are only good for economies of scale,
       not for finessing performance.”89 Likewise, another customer indicates having
       switched from 300m³ cell size to 150 m³ cell size because larger flotation units
       presented poorer performance.90 The difference in the flotation plant productivity
       according to its size is also confirmed by a supplier, who states that “[t]he size of the
       flotation machine, ceteris paribus, determines its productivity, so replacing the size
       without changing the productivity of the entire process is impossible.”91 Besides,
       some respondents indicate that not all cell sizes can be selected at all stages of the
       beneficiation process. In that regard, one customer indicates that “larger flotation
       cells [are] for primary flotation, while final cleaning stage will be much small flows
       and therefore cells used.”92
(111) From the supply-side perspective, competitors confirm offering a broad range of
       flotation cell sizes. The broad portfolio available with different suppliers is also
       confirmed by a customer, which states that “suppliers often supply a full range of
       cell sizes from small to very large to suit client requirements.”93 However, the
       market investigation provides mixed results as to the suppliers’ ability to easily start
       offering different sizes of cells or switch between different cell sizes of flotation
       equipment.94 In that regard, one respondent indicates that such a switch would
       require less than a year, while other respondents consider that they would need more
       than two years.95
(112) Overall, the market investigation did not provide conclusive results concerning the
       relevant cell size segmentation.96 A majority of customers indicates that they
       purchase various size of cells depending on the particular process duty.97 Some of
       them explain that the majority of the cell purchases concerns cells with a size below
       100m³ or 300m³ and that cell size above 600m³ are rarely used 98 Most respondents
       do not provide further explanation in that regard.99
(113) An internal document dated […] containing the Notifying Party’s own assessment of
       the relevant cell size categories, […] distinguishes three size segments for
       mechanical cells, namely “small and medium size cells” (below 300 m³), “large
88 Q2, reply to question 22.1.
89 Q2, reply to question 22.1.
90 Q2, reply to question 24.1.
91 Q1, reply to question 25.1.
92 Q2, reply to question 24.1.
93 Q2, reply to question 24.1.
94 Q1, replies to question 28.
95 Q1, replies question 28.1.1.
96 Q1, replies to questions 26 and 26.1; Q2, replies to questions 23 and 23.1.
97 Q2, replies to questions 24 and 24.1.
98 Q2, replies to question 23.1.
99 Q1, replies to question 26.1; Q2, replies to question 23.1.
                                                          21
 ---pagebreak---          cells” (300 m³ and above) and “ultra large cells” (above 600 m³). 100 As a starting
         point, the Commission will consider these categories for the purpose of this decision.
         In addition, in order to take due account of the results of the market investigation, the
         Commission will also assess the impact of the Transaction on mechanical cells
         below 100m³.
(114) In light of the above, the Commission considers that the market for flotation
         equipment could be segmented by type. The Commission further considers that the
         plausible market for mechanical cells could be sub-segmented by cell size. However,
         for the purpose of this decision, the exact market definition can be left open as the
         Transaction does not raise serious doubts as to its compatibility with the internal
         market or the functioning of the EEA Agreement under any product market
         definition that the Commission considers to be plausible.
5.1.2.2. Flotation aftermarkets
(115) The Notifying Party indicates that flotation aftermarkets and services are very
         limited and do not constitute a major cost factor for flotation customers compared to
         comminution (grinding and crushing).101 Flotation tanks require little to no servicing,
         and very few consumables (apart from chemical reagents). The only relevant spare
         parts are impellers used in mechanical cells. Due to their constant rotation in
         (abrasive) slurry, impellers need to be replaced from time to time: for abrasive
         rougher stages, the impellers have to be replaced every 12-24 months on average,
         while the average replacement interval is every 24-36 months for cleaner
         applications. Some installations can run significantly longer without any need for
         replacement parts or major service.
         (A)        The Parties’ activities
(116) Both Parties offer spare parts and services for flotation equipment.102 Metso
         Minerals' and Outotec’s activities almost exclusively rely on their own installed
         base.103
         (B)        Commission precedents
(117) The relevant product market for flotation aftermarkets has not been previously
         examined by the Commission.
         (C)        The Notifying Party’s views
(118) Similarly to the grinding aftermarkets, the Notifying Party states that aftermarkets
         for flotation constitute a market separate from the capital equipment. In that regard,
100 Annex 5-98 to the Form CO.
101 In that regard, the Notifying Party estimates that total market volume for grinding services and spare parts
    is more than 6 times the size of the estimated total market volume for flotation services and spare parts
    (Form CO, footnote 670).
102 The main wear parts (i.e., consumables) in flotation are chemical reagents, and the Parties neither
    manufacture nor actively market flotation reagents (Form CO, footnote 674; Response to RFI 24, 1 May
    2020, question 2).
103 Form CO, paragraphs 634 and 643. The Notifying Party specifies that Metso Minerals supplies flotation
    consumables upon specific customer request and that Outotec also conducts retrofits of third-party
    flotation equipment.
                                                            22
 ---pagebreak---         the Notifying Party indicates that customers are not captive to OEMs for aftermarket
        services and spare parts, but rather source these from third parties. It further indicates
        that competitors on this market are different from competitors on the equipment
        market, as OEMs largely focus on their own installed base. Other competitors
        include the mining customers themselves, global engineering houses, the parties’
        own sub-suppliers who compete on parts and services, and local workshops.104
(119) Similarly to grinding aftermarkets, the Notifying Party submits that the flotation
        aftermarket should not be further segmented into (i) services, (ii) spare parts and (iii)
        wear parts.105
(120) However, the Notifying Party submits that the exact product market definition can
        ultimately be left open since the Transaction will not raise concerns regarding the
        flotation aftermarkets and services under any plausible market definition.106
        (D)         The Commission’s assessment
(121) For the purpose of this decision, the Commission considers that, for the same
        considerations as those applicable to grinding aftermarkets, as set out at paragraphs
        76 to 80 above, aftermarkets for flotation equipment are distinct from the market for
        the supply of the capital equipment.
(122) In line with the Notifying Party’s views, respondents to the market investigation
        confirm that the aftermarket for flotation is separate from aftermarkets for other
        types of capital equipment (e.g., grinding, filtration, and iron ore pelletizing).
        Respondents thus indicate that flotation parts (e.g., impellers) require specific
        process knowledge.107
(123) In addition, the market investigation provided inconclusive views as to a possible
        segmentation between flotation aftermarket services, spare and wear parts.108
(124) In any event, for the purpose of this decision, the exact definition of the aftermarket
        in relation to flotation equipment (i.e., whether overall or segmented into services,
        spare parts and wear parts) can be left open as the Transaction does not raise serious
        doubts as to its compatibility with the internal market or the functioning of the EEA
        Agreement under any product market definition that the Commission considers to be
        plausible.
5.1.3. Filtration
5.1.3.1. Filtration capital equipment
(125) Filtration technology is used in mining to separate solid contents from liquids. It
        consists of a mechanical removal of liquids from a slurry to obtain the solids and/or
        recovery of a valuable liquid for, e.g., further processing, transportation,
104 Form CO, paragraph 635.
105 The Notifying Party submits that there is no substantial demand for wear parts outside of grinding. See
    Response to RFI 24 of 1 May 2020, question 1.
106 Form CO, paragraph 636.
107 Q1, replies to questions 44 and 44.1; Q2, replies to questions 38 and 38.1.
108 Q1, replies to question 45.1; Q2, replies to question 39.1.
                                                           23
 ---pagebreak---           agglomeration or disposal. The two main pressure dewatering mechanics are (i)
          compression (replacing the liquid in the filter cake with particles) and (ii) through
          blow (replacing the liquid in the filter cake with air).109
(126) There are several types of filters with different functionalities and pressure ranges
          that can be used in the mining industry, including (i) vacuum filtration110, (ii)
          polishing filters111 (both low pressure filters), (iii) pressure filters, and (iv) tube press
          filters.112
(127) Only the filters using medium (up to 16 bars) and high (above 16 bars) pressure
          ranges are collectively referred to as “pressure filters” in the industry. 113 Pressure
          filters include: filter press, membrane filter, vertical plate filter, horizontal plate filter
          and revised vertical plate filter.114
          (A)        The Parties’ activities
(128) The Notifying Party submits that Outotec’s filtration offerings – mainly based on its
          acquisition of Larox in 2010 – include a wide range of filtration equipment that is
          not only used for mining applications, but also, for example, in the food, chemical
          and industrial minerals industries. Metso Minerals' product range is much more
          limited than Outotec’s and almost exclusively used for (heavy-duty) mining
          applications.115
109 Form CO, paragraphs 646-647.
110 Vacuum filtration is the simplest form of through blow dewatering. A low pressure differential created by
    a vacuum applied to the inside of the filter drum causes air to flow through the filter cake, thereby
    displacing the contained water. See Form CO, paragraph 655.
111 Polishing filters are another type of low pressure filtration equipment (in the range of 3-4.5 bar pressure).
    Polishing filters are used for the filtration of very fine (micronic and sub-micronic) particles. See Form
    CO, paragraph 657.
112 A tube filter is a typical form of high pressure dewatering (generally 25 bar and above). Tube press
    filtration is a variable volume filter using a flexible membrane to apply high-pressure (up to 100 bar)
    mechanical compression to the slurry that is dewatered. See Form CO, paragraph 665.
113 Form CO, paragraph 651.
114 Most types of pressure filters are based on the vertical filter press. Filtration in a standard filter press is
    achieved by pumping slurry into the filter chambers. To speed up the process, inflatable membranes can
    be added to the plates on the inside of the filter chambers (membrane filter press). Filter presses – be it
    standard or membrane types – can be oriented vertically (vertical plate) or horizontally (horizontal plate).
    A typical form of medium pressure dewatering (10-16 bar pressure) is (vertical or horizontal) plate
    pressure filtration. See Form CO, paragraphs 659-663.
115 Form CO, paragraph 680. Metso Minerals sells VPAs to the industrial minerals customers only on rare
    occasions. However, Metso Minerals does sell Tube Presses to industrial minerals customers.
                                                            24
 ---pagebreak---  ---pagebreak--- (133) From the supply-side perspective, the Notifying Party considers that suppliers offer a
        range of filtration equipment for various industries (e.g., chemicals, fertilizers, edible
        oils, and industrial materials).122 In the Notifying Party’s view, from a product
        perspective, certain filters can be used for both mining and non-mining applications
        as the core filtration technology is the same across industries.123
(134) Metso Minerals’ filters are primarily used in the mining industry. The Notifying
        Party explains that if Metso Minerals wanted to sell filters for the food industry, it
        would use the same core technology, but would need to redesign the filters to make
        them lighter, more suitable for the food applications, and cheaper. According to the
        Notifying Party, while there are no technological, time related or financial barriers to
        do so, […].124 The Notifying Party submits that the fact that […] has no bearing on
        whether the market is broader.125
(135) In the Notifying Party’s view, from a demand-side perspective, customers tend to
        buy equipment that achieves the best outcome. The Notifying Party considers that
        combinations of different filtration methods can be used to achieve the desired
        dewatering result.126
        Segmentation by pressure/filter type
(136) The Notifying Party further submits that the product market for filtration equipment
        should be defined as a single market and not be further segmented by filtration
        method or between vacuum filtration, polishing filters, pressure filters, and tube
        press filters.
(137) From the demand-side perspective, the Notifying Party submits that customers
        typically do not specify the pressure or filtration method in the RFQ process. The
        required type of filtration equipment depends on several variables, in particular (i)
        the characteristics of the feed material (i.e., size and shape of the particles, solids
        concentration, and particle size distribution), (ii) the desired residual moisture of the
        filtered cake, and (iii) required filtration capacity. Some other selection criteria
        include available capital, electric power availability and cost, available manpower,
        value of commodity, viscosity, toxicity, temperature (ambient/process), and altitude
        of the project location.127
(138) The Notifying Party explains that, based on these parameters, equipment suppliers
        decide which type of equipment can achieve the desired results from a customer’s
        perspective. In general, the finer the size of the particles in the concentrate, the
        higher filtering pressure is required to get the desired dewatering result. According to
122 Form CO, paragraph 686. According to the Notifying Party, other major suppliers, such as FLSmidth,
    Diemme, Andritz, Matec, Jingjin, TH Filtration, Jord, Ishigaki, BHS, and several other Chinese filter
    manufacturers (e.g., Tonxing and Zongha Bright) offer filtration equipment to both the mining and non-
    mining industries.
123 Form CO, paragraph 689.
124 Form CO, paragraph 691.
125 Form CO, footnote 709.
126 Form CO, paragraph 692.
127 Form CO, paragraph 694.
                                                      26
 ---pagebreak---         the Notifying Party, different types of technologies may be substitutable from the
        customer’s perspective.128
(139) The Notifying Party also submits that further segmentation of pressure filters by
        filter type is not relevant for the assessment of the Transaction. According to the
        Notifying Party, Outotec has been competing against vertical plate filters with its
        horizontal plate filter (PF). Likewise, the Notifying Party explains that a competitor
        (Andritz) has historically been competing against horizontal and vertical plate filters
        with its hyperbaric disk filter. In the Notifying Party’s view, the dewatering result is
        a more important selection factor rather than the technology used by the
        equipment.129
(140) The Notifying Party argues that the Transaction would not raise competition
        concerns under any plausible market definition. In the Notifying Party's view, even
        based on a narrow market definition, namely vertical plate filters for the mining
        industry, there are several other competitors which continue to constrain the
        combined entity post-Transaction that therefore the market definition can be left
        open.
        (D)         The Commission’s assessment
        Segmentation by filters used for mining and non-mining applications
(141) The Commission has assessed whether a segmentation between filtration capital
        equipment for the mining industry and other industries is warranted. In that respect,
        the Commission notes that the market investigation provided inconclusive results as
        to whether filtration equipment for mining applications is substitutable with such
        equipment for non-mining applications.
(142) From the supply-side perspective, the market investigation confirms that some
        competitors offer filtration equipment that is used also in other industries, such as
        winemaking, utilities, wastewater treatment and the cellulose industry.130
(143) Based on the Notifying Party’s submission,131 Metso Minerals’ filters are used
        almost exclusively for heavy-duty mining applications and are not readily suitable
        for filtration applications in other industries without further re-designing. The results
        of the market investigation generally confirm that filter equipment for non-mining
        applications would also require re-designs and modifications in order to be used in
        the mining industry.132
(144) From the demand-side perspective, respondents to the market investigation consider
        that filtration equipment for the mining industry is heavy-duty and substitutable with
        such equipment used in other industries only in “broad terms”. According to the
128 Form CO, paragraph 695.
129 Response to RFI 20 of 24 April 2020, question 16.
130 Q1, replies to question 3.1; Q2, replies to question 3.1 and 88.2.
131 See paragraph 125 of this decision.
132 Q1, replies to question 98.2; Q2, replies to question 88.2.
                                                            27
 ---pagebreak---         results of the market investigation, filtration equipment for the mining industry is
        different due to customers’ technical requirements and specifications.133
(145) The Commission considers that for the purpose of this decision the exact product
        market definition (i.e., whether overall market for filtration capital equipment for all
        industries or for the mining industry) can be left open as the Transaction does not
        raise serious doubts as to its compatibility with the internal market or the functioning
        of the EEA Agreement under any product market definition that the Commission
        considers to be plausible. The Commission carries out the competitive assessment in
        Section 6.8 of the present decision in the narrowest plausible market where the
        Parties’ activities overlap, i.e., the market for the supply of filtration equipment for
        the mining industry.
        Segmentation by pressure/filter type
(146) The Commission further assessed whether filtration capital equipment should be
        segmented based pressure or by filter type.
(147) There are mixed views as to whether filtration equipment markets should be
        segmented by filter type.
(148) A majority of respondents to the market investigation does not consider that pressure
        filters are substitutable with other types of filtration technology (vacuum, polishing
        or tube press filters). From the demand-side perspective, pressure and other types of
        filtration methods are not substitutable due to different ranges of application and
        specific requirements for filtering different materials (the properties of the slurry).134
        According to a competitor, “[e]very process has different performance criteria
        (moisture, capacity, wash result) which leads to certain preferred filtration
        technology (e.g. pressure filtration may be preferred instead of vacuum filtration)
        and even to preferred equipment type ( e.g. vertical pressure filter instead of
        horizontal pressure filter).”135
(149) Accordingly, demand for pressure filters is not responsive to price changes. A
        majority of respondents to the market investigation indicates that customers are not
        likely to switch from one type of filtration equipment (e.g., pressure filters) to
        another type of filtration method in case of a 5-10% price increase.136
(150) From the supply-side perspective, the results of the market investigation confirm that
        suppliers offer a range of filters.137 A majority of competitors that responded to the
        market investigation consider that starting the supply of different filters or switching
        between different types of filters would require a substantial investment (between
        EUR 1-2 million) and time (responses range between 1 and 5 years).138
133 Q1, replies to question 3.1.
134 Q1, replies to question 29.1; Q2, replies to question 25.1
135 Q1, reply to question 29.1.
136 Q1, replies to questions 35 and 35.1; Q2, replies to questions 31 and 31.1.
137 Q1, replies to question 36.
138 Q1, replies to questions 37 and 37.1.
                                                           28
 ---pagebreak--- (151) The market investigation provided mixed results as to whether all types of pressure
        filters are substitutable or whether pressure filters for mining applications should be
        further segmented by filter type.139
(152) From the demand-side perspective, respondents to the market investigation confirm
        that filtration equipment is selected on the basis of the following criteria:
        (i)characteristics of the feed material, (ii) desired residual moisture of the filtered
        cake, (iii) required filtration capacity, (iv) temperature and altitude of project
        location, (v)throughput capacity.140 The specific type of filters are typically chosen
        pursuant to detailed engineering studies, models etc. in order to select the filter that
        is best-suited for a given operation/feed material.141
(153) Customers indicate that distinguishing relevant markets by filter type may be
        appropriate due to different performance with the same slurry, different
        characteristics of the source power, and application conditions.142 Some respondents
        point out that using different types of filters will not influence the dewatering result
        significantly but will have important economic implications.143
(154) Competitors, on balance, consider that different types of filter presses are
        substitutable from a customer’s perspective. Some competitors indicate that
        horizontal or vertical plate filters are substitutable and compete for the same
        applications.144 A competitor indicates that Metso Minerals and Outotec competed in
        a project in Australia, whereby Metso Minerals offered a vertical plate filter and
        Outotec a horizontal plate filter, indicating that both solutions will deliver the same
        result for the specific application.145 Respondents to the market investigation
        consider that the vast majority of pressure filters (above 90%) are vertical plate
        filters.146
(155) The Commission considers that for the purpose of this decision the exact product
        market definition (i.e., whether overall market for filters for the mining industry or
        segmented into pressure filters, and sub-segmented by filter type) can be left open as
        the Transaction does not raise serious doubts as to its compatibility with the internal
        market or the functioning of the EEA Agreement under any product market
        definition that the Commission considers to be plausible.
5.1.3.2. Filtration aftermarkets
(156) As explained above for grinding and flotation, the aftermarket for filtration includes:
        (i) services, (ii) spare parts and (iii) wear parts.
(157) The Notifying Party explains that aftermarket spare parts include filter plates, rubber
        membranes, gaskets, valves, hydraulic equipment, and made-to-order steel parts.
        According to the Notifying Party, despite the fact that filter cloth has to be replaced
139 Q1, replies to question 30.1.; Q2, replies to questions 26 and 26.1.
140 Q1, replies to question 33; Q2, replies to question 29.
141 Q2, replies to question 29.1.
142 Q2, replies to question 26.2.
143 Q1, replies to question 30.1.; Q2, replies to questions 26 and 26.1.
144 Q1, replies to question 30.2.
145 Q1, reply to question 93.1.
146 Q1, replies to questions 30.1 and 30.2.
                                                            29
 ---pagebreak---         regularly, it is often considered a spare part in the industry. The Notifying Party
        submits that filtration equipment requires only very limited wear parts.147
        (A)        The Parties’ activities
(158) Metso Minerals offers spare parts and services for filtration equipment. While Metso
        Minerals supplies filter cloth […] also for third-party pressure filters, […].148
(159) Outotec also supplies spare parts (including third-party filter cloth) and services for
        filtration equipment, […].149
        (B)        Commission precedents
(160) The relevant product market for filtration aftermarket services, spare and wear parts
        has not been previously examined by the Commission.
        (C)        The Notifying Party’s views
(161) In line with grinding and flotation aftermarkets, the Notifying Party submits that the
        aftermarkets for filtration are separate from the market for filtration equipment.
        According to the Notifying Party, customers are not captive to OEMs for aftermarket
        services and spare parts, but rather source these from third parties. Competitors on
        these markets are different from the capital equipment market, as OEMs largely
        focus on their own installed base. Other suppliers include the mining customers
        themselves, global engineering houses, the Parties’ own suppliers who compete for
        parts and services, and local workshops.150
(162) Similarly to grinding and flotation aftermarkets, the Notifying Party submits that the
        filtration aftermarket should not be further segmented into (i) services, (ii) spare
        parts and (iii) wear parts.151
(163) The Notifying Party submits that the exact product market definition can ultimately
        be left open since the Transaction will not raise concerns regarding the filtration
        aftermarkets and services under any plausible market definition.
        (D)        The Commission’s assessment
(164) For the purpose of this decision, the Commission considers that, for the same
        considerations applying to the aftermarkets in relation to grinding and flotation, the
        aftermarket for filtration is distinct from the capital equipment market.152
(165) In line with the Notifying Party’s view, respondents to the market investigation
        confirm that the aftermarket for filtration is separate from aftermarkets for other
        types of capital equipment (e.g., grinding, flotation and iron ore pelletizing). While
147 Form CO, paragraphs 785-786.
148 Form CO, paragraph 788.
149 Form CO, paragraphs 788-789.
150 Form CO, paragraphs 790-791.
151 The Notifying Party submits that there is no substantial demand for wear parts outside of grinding. See
    Response to RFI 24 of 1 May 2020, question 1.
152 See Sections 5.1.1.2 and 5.1.2.2 of this decision.
                                                        30
 ---pagebreak---          there may be a degree of supply side substitutability as some market players offer a
         range of aftermarket services and parts, the market investigation confirms that
         filtration spare and wear parts (e.g., filter cloths) are specific to this type of
         equipment.153
(166) Respondents to the market investigation present mixed views as to whether a further
         segmentation of the filtration aftermarket into (i) services, (ii) spare parts and (iii)
         wear parts is warranted.154
(167) In any event, for the purpose of this decision, the Commission considers that the
         exact definition of the aftermarket in relation to filtration equipment (i.e., whether
         overall or segmented into services, spare parts and wear parts) can be left open as the
         Transaction does not raise serious doubts as to its compatibility with the internal
         market or the functioning of the EEA Agreement under any product market
         definition that the Commission considers to be plausible.
5.1.4. Iron ore pelletizing
5.1.4.1. Iron ore pelletizing capital equipment
(168) Pelletizing is the process through which iron ore fines are agglomerated into “iron
         ore pellets” suitable for use in an iron-making furnace. A typical iron ore pellet is
         roughly spherical in shape, measuring between 6-16mm in diameter and having a
         crushing strength of >200kg. Iron ore pelletization is, by definition, only relevant to
         iron ore operations. Practically all iron ore is used in steel production.155
(169) Not all mined iron ore is pelletized. The need for pelletization is linked to the quality
         of the iron ore being mined, and thus the amount of upgrading that is necessary to
         process the iron ore. Lower grade iron ore must be finely ground so that impurities
         (phosphorus, sulphur, etc.) can be separated from the iron ore. Pelletization serves
         the processability and transportability of such finely ground ore. Higher grade ores
         do not require the same degree of processing, however, meaning that the ground
         material is less fine and can be upgraded through magnetic separation and screening,
         without the need for a full beneficiation process.
(170) The pelletizing process takes place in several steps. First, finely ground iron ore is
         slightly moistened and mixed with a binder. This mixture is continuously fed to a
         balling disc or drum that forms spheres from the ore fines (called green pellets). The
         green pellets are then screened for size and transported to the thermal processing. 156
         The thermal processing stage step for iron ore pellets is called indurating. During
         that process, the green balls are hardened by baking in an oxidizing atmosphere in a
153 Q1, replies to questions 44 and 44.1; Q2, replies to questions 38.1 and 40.1.
154 Q2, replies to questions 40.1, 101.1
155 In a first step, the pelletizing process consists slightly moistening infinely ground iron ore and mixing it
    with a binder. This mixture is continuously fed to a balling disc or drum that forms spheres from the ore
    fines, called green pellets. The green pellets are screened for size and either transported to the thermal
    processing stage or crushed and returned to the first step (if too large or too small). The thermal
    processing step for iron ore pellets is called indurating. During the indurating process, the green balls are
    hardened by baking in an oxidizing atmosphere in a high temperature furnace. The indurated product is
    called fired pellets. The final process steps include cooling and screening for size.
156 If too large or too small, green pellets are crushed and return to the first step.
                                                             31
 ---pagebreak---         high temperature furnace. The indurated product is called fired pellets. The final
        process steps include cooling and screening for size.
(171) The need in pelletization is increasing across the world, as higher grade ores have
        mostly been consumed and mines ore grades are progressively getting lower. In that
        regard, pelletization is common in North America, Brazil, Russia, Europe, the
        Middle East and in India and China.157
(172) There are two main indurating technologies:
              The straight (or “travelling”) grate system, where the pellets are conveyed on
                  straight traveling grates through the entire heat treatment process of drying,
                  pre-heating, indurating, and cooling. To protect the travelling grate from the
                  extreme heat of the indurating process, the green balls have to be placed on
                  top of a layer of already fired pellets (called hearth layer);
              The grate kiln system consist of three consecutive parts, i.e., a traveling grate
                  for drying and pre-heating, a rotary kiln for indurating at very high
                  temperatures, and a cooling section. The rotary kiln is a sloped rotating
                  cylindrical furnace with a burner at the discharge end. Through application of
                  heat and uniform mixing of the pellet bed through tumbling as the kiln
                  rotates the rotary kiln heat-hardens and indurates the pellets.
(173) In addition, the Notifying Party indicates that a new circular pelletizing design in
        2013 has been introduced by Primetals Technologies Ltd. This equipment is based
        on the straight grate technology, but uses a circular design for the indurating process.
        According to the Notifying Party, the circular pelletizing technology operates
        similarly to the straight grate technology with the main difference being the
        mechanical design.158
        (A)         The Parties’ activities
(174) Both Parties offer straight grate kiln iron ore pelletizing equipment globally. Only
        Metso Minerals offers grate kiln pelletizing equipment.159
        (B)         Commission precedents
(175) The relevant product market for iron ore pelletizing equipment has not been
        previously examined by the Commission.
        (C)         The Notifying Party’s views
(176) The Notifying Party considers that the iron ore pelletizing process is partially
        substitutable with sintering. It states that the main difference between sintering and
        pelletizing is the size of the ore to be pyro-processed (i.e. agglomerated). The
        possible alternative use of sintering or pelletizing equipment concerns lower grade
        ores which end up in finer particles mainly because they need to be ground more and
        separated further than high-grade ores, which have less impurities and thus need to
157 In Australia, where higher quality ore is still being mined, iron ore is hardly ever pelletized.
158 Form CO, paragraph 815.
159 Form CO, paragraphs 825 and 826.
                                                            32
 ---pagebreak---          be processed less ahead of pyro-processing (i.e., sintering or pelletizing). Certain
         steelmaker customers, in particular, use sintering instead of iron ore pelletization.
         However, the Notifying Party further indicates that finer fines resulting from the
         grinding and separation of lower grade ores cannot usually be processed in a
         sintering plant and must be agglomerated in a pelletizing plant.160
(177) In addition, the Notifying Party submits that the market for iron ore pelletizing
         should not be further segmented by technology.
(178) From a demand-side perspective, the Notifying Party considers that both pelletizing
         technologies (straight grate system and grate kiln) are largely substitutable for
         several reasons.
(179) First, both systems serve the same purpose of indurating iron ore pellets for the steel-
         making process and there are no compelling technical reasons to opt always for one
         specific technology.161
(180) Second, straight grate system and grate kiln encompass comparable costs over time.
         A straight grate system has initial capital costs approximately […]% lower than
         those of a grate kiln system162 and requires lower maintenance than the latter.
         However, the price differences between the two technologies are insignificant over
         time given that the electrical power consumption of a grate kiln system is
         significantly lower than that of a straight grate system. In addition, in the Notifying
         Party’s views, the initial capital cost of the core pelletizing equipment does not
         typically drive the choice between the two types of technology, as it only represents
         around 8% of the total CAPEX for a pelletizing plant.163
(181) Third, the Notifying Party submits that due to its greater consistency, some
         customers consider kiln pellets to have a higher economic value than straight kiln.164
         Grate kiln also provides efficiency gains due to the lower installed power in a grate
         kiln system. As regards after-sales costs, straight grates are easier to maintain, given
         that the pallet cars can be taken off-line, while a grate kiln system needs to be shut
         down for maintenance.165
(182) The Notifying Party considers, however, that these differences are not significant in
         the choice of a pellet plant and that the technologies are largely substitutable.166
         Even if the majority of projects known by the Parties over the past 10 years involved
         straight grate technology, the Notifying Party submits that both technologies are in
         use all over the world and, subject to a few exceptions, regional preferences and
         specificities are rare.167
160 Form CO, paragraph 828.
161 Form CO, paragraph 830.
162 Notably because a grate kiln requires more structural steel in its build.
163 Form CO, paragraph 831.
164 Form CO, paragraph 832. The product quality of pellets in a grate kiln system is more consistent, because
    the tumbling action of the kiln facilitates (a) uniform transfer of heat (more consistent strength and lower
    decrepitation) (b) removing edges and shaping the pellets (resulting in rounded pellets).
165 Form CO, paragraph 832.
166 Form CO, paragraph 832.
167 Form CO, paragraph 834.
                                                           33
 ---pagebreak--- (183) From a supply-side perspective, the Notifying Party states that it is not necessary to
        offer both technologies to establish a market position. For example, […].
(184) In conclusion, the Notifying Party submits the iron ore pelletizing process is partially
        substitutable with sintering and that segmenting the iron ore pelletizing equipment
        market by type of equipment is not justified.
        (D)         The Commission’s assessment
(185) The Commission has assessed whether a segmentation between iron ore pelletizing
        and sintering is warranted.
(186) In that respect, contrary to the Notifying Party’s views, the results of the market
        investigation show that iron ore pelletizing equipment is not substitutable to
        sintering equipment.168 In that regard, some respondents explain that iron ore
        pelletizing equipment and sintering equipment are not used for the same purpose.
        Iron ore pelletizing aims at the agglomeration of very fine (<75μm) raw materials
        into spherical products of 9–16mm diameter for transportation and further
        processing in blast furnaces or direct reduction plants. Sinter plants are used for
        coarser input material (>1 mm) and installed within the steel works to also recycle
        plant residues into the plant169.
(187) Furthermore, the market investigation was inconclusive as to whether different types
        of iron ore pelletizing equipment (straight grate systems; grate kiln systems; circular
        pelletizing) should be distinguished for the purpose of market definition. Although a
        majority of respondents considers, contrary to Notifying Party’s views, that the
        various types of iron ore pelletizing equipment are not substitutable, certain
        respondents explained that straight grate and grate kiln achieve the same product
        result, the only difference being that drying, firing and cooling are done in one
        induration in straight grate and in separate units in grate kiln.170 Respondents further
        explained that grate kiln is predominately used for magnetite type of iron ore and
        straight grate for hematite type of ore and other iron ores.171 Besides, a number of
        customers indicates that they purchase several types of iron ore pelletizing
        equipment.172 From the supply-side perspective, a majority of competitors considers
        that they would not be able to easily start offering another type of iron ore pelletizing
        equipment or switch between different types of iron ore pelletizing equipment.173
        Furthermore, suppliers generally specialize in specific types of iron ore pelletizing
        equipment.174
(188) Nevertheless, for the purpose of this decision, the exact product market definition for
        iron ore pelletizing (whether overall or segmented by type) can be left open as the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market under any plausible product market definition.
168 Q1, replies to question 34; Q2, replies to question 39.
169 Q1, replies to question 39.1.
170 Q1, replies to question 38.1; Q2, replies to question 33.1.
171 Q1, replies to question 38.1.
172 Q2, replies to question 35.
173 Q1, replies to question 41.
174 Q1, replies to question 40.1.
                                                            34
 ---pagebreak--- 5.1.4.2. Iron ore pelletizing aftermarket
(189) Iron ore pelletizing spare parts include “grate cars” (through which the feed material
         is transported in the indurating heat and that have to withstand extremely high
         temperatures), shafts, bearings, and rollers. Aftermarket services include
         modifications and redesigns of equipment and processes, replacements, repair
         services, machine inspections, maintenance, and trainings. Services are often carried
         out by plant maintenance staff, as opposed to suppliers. The main wear parts are
         additives (binder).175
         (A)       The Parties’ activities
(190) Both Parties offer a full range of spare parts and services for pelletizing equipment.
         The Parties are not active in wear parts (additives for pellet production).176
         (B)       Commission precedents
(191) The relevant product market for flotation aftermarkets has not been previously
         examined by the Commission.
         (C)       The Notifying Party’s views
(192) The Notifying Party submits that aftermarkets for iron ore pelletizing are separate
         from capital equipment. It states that customers are not captive from suppliers and
         can choose from a wide range of alternative competitors.177 After the warranty
         period, customers focus on price and look for competing offers from various types of
         suppliers, namely global engineering companies, independent third parties, local
         workshops, the mining equipment manufacturers who sell parts in competition with
         the suppliers and local suppliers able to offer a fast delivery.178
(193) Similarly to grinding, flotation and filtration aftermarkets, the Notifying Party
         submits that the iron ore pelletizing aftermarket should not be further segmented into
         (i) services, (ii) spare parts and (iii) wear parts.179
(194) However, the Notifying Party submits that the exact product market definition can
         ultimately be left open since the Transaction will not raise concerns regarding the
         iron ore pelletizing aftermarkets and services under any plausible market
         definition.180
         (D)       The Commission’s assessment
(195) For the purpose of this decision, in line with the Notifying Party’s views, the
         Commission considers that similarly to the aftermarkets in relation to grinding,
         flotation and filtration, as set out at paragraphs 76 to 80, the aftermarket for iron ore
175 Form CO, paragraph 887.
176  Form CO, paragraphs 888 and 889.
177 Form CO, paragraph 890.
178 Form CO, paragraph 891.
179 The Notifying Party submits that there is no substantial demand for wear parts outside of grinding. See
     Response to RFI 24 of 1 May 2020, question 1.
180 Form CO, paragraph 893.
                                                        35
 ---pagebreak---         pelletizing is distinct from the market for the supply of iron ore pelletizing
        equipment.
(196) In this regard, respondents to the market investigation confirm that the aftermarket
        for iron ore pelletizing is distinct from aftermarkets for other types of capital
        equipment (e.g., grinding, filtration, and iron ore pelletizing). One competitor
        indicates that pelletizing plants, which can be classified as process plants due to
        various steps and multiple equipment, require specific technology and skills.181
(197) In addition, although one supplier indicates that iron ore pelletizing spare parts and
        wear parts belong to the same market since they are usually serviced by the
        suppliers, the number of submissions received by the Commission in response to the
        market investigation does not allow to reach a definitive conclusion as to a possible
        segmentation between iron ore pelletizing aftermarket services, spare parts and wear
        parts.182
(198) In any event, for the purpose of this decision, the exact definition of the aftermarket
        in relation to iron ore pelletizing equipment (i.e., whether overall or segmented into
        services, spare parts and wear parts) can be left open as the Transaction does not
        raise serious doubts as to its compatibility with the internal market or the functioning
        of the EEA Agreement under any product market definition that the Commission
        considers to be plausible.
5.1.5. Other capital equipment
5.1.5.1. Crushing
(199) Crushing is the first step of the comminution cycle. It aims at obtaining the desired
        product size.
(200) While Metso Minerals produces and sells crushers, Outotec does not own proprietary
        crushing equipment. [BUSINESS STRATEGY].183 [BUSINESS STRATEGY]. 184
(201) In the Metso/Svedala decision the Commission considered that crushers used in for
        mining applications could be segmented by type and that “[j]aw crushers, gyratory
        crushers, cone crushers, horizontal shaft impactors, vertical shaft impactors […]
        each belong to specific product markets.”185
(202) The Notifying Party submits that a distinction by crusher type is not justified,
        considering in particular that most suppliers of crushing equipment offer a broad
        range of crusher types. However, the Notifying Party considers that the precise
        market definition can be left open since the Transaction does not raise concerns due
        to Outotec’s limited activities in that matter.186
181 Q1, reply to questions 44 and 44.1.
182 Q1, replies to question 45.1; Q2, replies to question 39.1.
183 Form CO, paragraph 909. [BUSINESS STRATEGY].
184 Form CO, paragraph 910.
185 Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala, para. 47.
186 Form CO, paragraph 913.
                                                           36
 ---pagebreak--- (203) The Commission considers that the exact market definition can be left open for the
        purpose of this decision, as the Transaction does not raise serious doubts as to its
        compatibility with the internal market or the functioning of the EEA Agreement
        under any product market definition that the Commission considers to be plausible.
5.1.5.2. Size control
(204) Crushers and grinding mills do not allow very precise size reduction operations.
        Therefore, throughout the different stages of the crushing and grinding cycles, the
        feed material has to be controlled for size. The two main size control methods are
        screening and classification187.
(205) Within size control equipment, Metso Minerals offers screens and a range of
        classification equipment.188 Outotec’s activities are more limited and focus on spiral
        classifier, screens and hydro-cyclones.189
(206) In the Metso/Svedala decision the Commission considered that screens, feeders and
        conveyors also appear to constitute distinct product markets.190 It further considers
        that each technology, including screens, should be further segmented by
        size/application into A&C products on the one hand, and mining products on the
        other hand.191 The Commission did not address, however, the potential market for
        classification.
(207) The Notifying Party submits that the approach to market definition for classification
        should be similar to the one adopted by the Commission regarding screens. 192 It
        further submits that the exact product market definition can be left open, considering
        the Parties’ limited activities in size control.193
(208) The Commission considers that the exact market definition can be left open for the
        purpose of this case, as the Transaction does not raise serious doubts as to its
        compatibility with the internal market or the functioning of the EEA Agreement
        under any product market definition that the Commission considers to be plausible.
5.1.5.3. Washing
(209) Washing is mainly used in the beneficiation process of industrial minerals, coal,
        aggregates, sand, and gravel. Typical washing equipment includes wet screens and
        scrubbers.194
187 Classification uses particle motion for size control.
188 Hydro-cyclones, spiral classifers, gravitational centrifugal, and cyclonic classifiers, gyrators, delta sizers
    (Form CO, paragraph 927).
189 Form CO, paragraph 928.
190 Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala, paragraph 47.
191 Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala, paragraph 74.
192 Form CO, paragraph 930.
193 Form CO, paragraph 931.
194 For wet screens, material is moved across a screen and sprayed with water, thereby washing away smaller,
    unwanted particles that fit through the screen media. A tumbling scrubber, used when the feed material
    contains a high and sticky content of clay and dirt, is a medium-speed washing drum in which solids are
    scrubbed against solids, thereby removing the impurities (akin to a very large washing machine). For
                                                           37
 ---pagebreak--- (210) Within washing equipment, Metso Minerals offers wet screens, tumbling scrubbers
        and attrition scrubbers.195 Outotec’s washing offering is limited to tumbling
        scrubbers.196
(211) The relevant product market for washing has not been previously defined by the
        Commission.
(212) The Notifying Party submits that the precise market definition can be left open, since
        the Parties’ activities overlap regarding one type of washing equipment (tumbling
        scrubbers) for which the Transaction will not raise concerns.197
(213) The Commission considers that the exact market definition can be left open for the
        purpose of this decision, as the Transaction does not raise serious doubts as to its
        compatibility with the internal market or the functioning of the EEA Agreement
        under any product market definition that the Commission considers to be plausible.
5.1.5.4. Magnetic Separation
(214) Magnetic separation equipment is used to separate (valuable) magnetic or
        magnetized particles from the feed stream (part of the separation stage within
        beneficiation).198 There are two main types of magnetic separation:
               Low intensity magnetic separation (“LIMS”), used for the separation of
                  ferromagnetic particles of up to 300 mm in size;
               High gradient magnetic separation (“HGMS”), used for the separation of
                  paramagnetic particles in very strong magnetic fields. HGMS is limited to a
                  particle size <1mm.
(215) Within magnetic separation equipment, Metso Minerals offers various LIMS
        models199 and HGMS equipment.200 Outotec does not have proprietary LIMS and
        HGMS equipment. [BUSINESS STRATEGY].201
(216) The relevant product market for magnetic separation has not been previously defined
        by the Commission.
(217) The Notifying Party considers that the relevant product market should not be further
        sub-segmented by type or size, but rather be defined as magnetic separation.
(218) The Commission considers that the exact market definition can be left open for the
        purpose of this decision, as the Transaction does not raise serious doubts as to its
    smaller material (<10mm), attrition scrubbers are used to effectively remove impurities by scrambling the
    feed material in water tanks with opposing flow directions.
195 Form CO, paragraph 942.
196 Form CO, paragraph 943.
197 Form CO, paragraph 944.
198 Magnetic separation utilizes magnetic, gravitational, and drag forces to separate magnetic from non-
    magnetic particles.
199 Wet, belt, and dry drums (drum diameters of 3ft up to 4ft) (Form CO, paragraph 954). .
200 Field rating of 3,000 Gauss up to 20,000 Gauss (Form CO, paragraph 954)
201 Form CO, paragraph 955.
                                                         38
 ---pagebreak---          compatibility with the internal market or the functioning of the EEA Agreement
         under any product market definition that the Commission considers to be plausible.
5.1.5.5. Sedimentation
(219) Sedimentation is a continuous solid-liquid separation process with settling of solids
         by gravity.202
(220) Within sedimentation equipment, Metso Minerals offers inclined plate settlers
         (clarification equipment). [BUSINESS STRATEGY]. Outotec focuses on traditional,
         large-scale thickening tanks and offers paste, compression, and high rate
         thickeners/clarifiers.203
(221) The relevant product market for sedimentation has not been previously defined by
         the Commission.
(222) The Notifying Party submits that the relevant product market should not be further
         sub-segmented by type or size, but rather be defined as the overall market for
         sedimentation.204
(223) The Commission considers that the exact product market definition can be left open
         for the purpose of this decision as the Transaction does not raise serious doubts as to
         its compatibility with the internal market or the functioning of the EEA Agreement
         under any product market definition that the Commission considers to be plausible.
5.1.5.6. Calcining and Roasting
(224) Calcining is used for the thermal processing of various materials. 205. There are
         several types of calcining technologies, including kiln calcining systems (such as
         rotary kilns) and fluid bed calciners (including for lithium and clay calcining).206
         Roasting is the heating of feed material in the presence of oxygen, seeking to
         decompose, reduce, or morph the mineralogy of the feed material.207
(225) Within calcining and roasting equipment, Metso Minerals is almost exclusively
         active with its (directly and indirectly heated) rotary kilns used for petroleum coke
         and lime calcining and certain roasting applications. Metso Minerals only has a very
         limited presence in fluid bed calcining ([…]). Outotec’s activities in calcining and
         roasting equipment, on the other hand, are based on fluid bed applications.208 Both
         Parties provide fluid bed technologies for lithium and clay calcining.
202 Sedimentation can be used for (i) clarification and/or (ii) thickening. Clarification is the process for
    removal of solids from a dilute solid/liquid suspension. Thickening is the process for concentrating
    particles in a suspension by gravity compression.
203 Form CO, paragraphs 969 and 970.
204 Form CO, paragraph 972.
205 Including limestone (decomposition of limestone (calcium carbonate) into lime (calcium oxide) and CO2),
    aluminium tri-hydroxide into alumina, and petroleum coke (decomposition of volatile materials in raw
    petroleum coke.
206 Form CO, paragraphs 982 and 983.
207 Form CO, paragraph 983.
208 Form CO, paragraph 984.
                                                        39
 ---pagebreak--- (226) The relevant product market for calcining and roasting has not been previously
        defined by the Commission.
(227) The Notifying Party submits that the market for calcining may have to be
        distinguished further by technology. In particular, the various technologies that can
        be used for calcining and roasting (kilns, fluid beds, grates, etc.) are not substitutable
        for different applications.209
(228) The Commission considers that the exact product market definition can be left open
        for the purpose of this decision as the Transaction does not raise serious doubts as to
        its compatibility with the internal market or the functioning of the EEA Agreement
        under any product market definition that the Commission considers to be plausible.
5.1.5.7. Materials Handling
(229) The handling of dry materials is typically referred to as materials handling.210
(230) While Metso Minerals produces and sells standalone materials handling equipment,
        Outotec is not active in this area. The Notifying Party notes that Outotec sells plant
        solutions that include (non-rebranded) third-party materials handling equipment. In
        addition, Outotec produces and sells limited quantities of specialized conveyors that
        form part of its dewatering equipment. However, Outotec does not sell any
        standalone materials handling equipment.211
(231) In the Metso/Svedala decision, the Commission considered that screens, feeders and
        conveyors also appear to constitute distinct product markets. 212 The Commission
        further concluded that each technology should be further segmented by
        size/application into A&C products on the one hand, and mining products on the
        other hand.213 The Metso/Svedala decision did not, however, specifically address
        other types of materials handling equipment.
(232) The Notifying Party submits that a distinction by type of materials handling
        equipment is not warranted (in particular with a view to the fact that most suppliers
        of material handling equipment offer a broad range of products). In the Notifying
        Party's view, that exact product market definition can be left open in light of Metso
        Minerals’ limited presence and Outotec’s negligible activities with regard to material
        handling equipment.214
(233) The Commission considers that the exact product market definition can be left open
        for the purpose of this decision as the Transaction does not raise serious doubts as to
        its compatibility with the internal market or the functioning of the EEA Agreement
        under any product market definition that the Commission considers to be plausible.
209 Form CO, paragraph 994.
210 Materials handling equipment includes everything from railcar dumpers to ship unloading and loading
    equipment, stockyard equipment (stackers and reclaimers), feeders, and conveyors.
211 Form CO, paragraph 1000.
212 Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, para. 47.
213 Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, para. 74.
214 Form CO, paragraph 1002.
                                                        40
 ---pagebreak--- 5.1.5.8. Slurry Handling
(234) Slurry handling refers to the hydraulic transportation of solids, i.e., the pumping of
         slurry. There are several different types of slurry pumps based on their operation
         environment and application.215
(235) Within slurry handling, Metso Minerals offers the following equipment: (i) slurry
         hoses and slurry pipe systems; (ii) slurry valves (third-party equipment). While
         Outotec is not active in slurry hoses, pipes, or valves, Outotec’s portfolio includes
         slurry and water pumps, slurry pumps and centrifugal water pumps. However,
         Outotec does not offer any proprietary equipment.
(236) The relevant product market for sedimentation has not been previously defined by
         the Commission.
(237) The Notifying Party submits that the relevant product market should not be further
         segmented by type or size, but rather be defined as slurry handling. However, given
         Outotec’s de minimis activities based on third-party products, the Notifying Party
         submits that the product market definition can ultimately be left open.216
(238) The Commission considers that the exact product market definition can be left open
         for the purpose of this decision as the Transaction does not raise serious doubts as to
         its compatibility with the internal market or the functioning of the EEA Agreement
         under any product market definition that the Commission considers to be plausible.
5.1.6. Engineering services
(239) As set out in Section 4.3, specialised engineering companies in the mining industry
         offer EPC and EPCM services.
(240) The relevant market for EPC services in the mining industry has not been previously
         defined by the Commission. However, the Commission previously has assessed the
         possible market for engineering services in other industries. The Commission
         concluded that there is a separate market for provision of EPC services for onshore
         Oil & Gas projects, and considered that a separate EPC market may exist for wind
         farming. No further market segmentation was considered.217
(241) The Notifying Party submits that the same approach should be applied to
         engineering services in the mining industry, with EPC services being separate from
         engineering services provided as part of the supply of capital equipment. The
         Notifying Party further considers that the market should not be segmented by type of
         engineering services (EPC, EPCM). From the demand side, different services can be
215 Slurry pumps typically have a dry end (the motor driving the pump) and a wet end (the pump itself).
    Slurry pumps can be installed dry (drive and bearings are kept out of the slurry and the wet end is closed)
    or semi-dry (wet end submerged in the slurry). They are typically also classified as horizontal or vertical.
    See Form CO, paragraph 1010.
216 Form CO, paragraph 1011.
217 Commission decision of 22 November 2016 in Case M.8132, FMC Technologies/Technip, paragraphs 32-
    34; Commission decision of 29 October 2013 in Case M.6995, Reggeborgh/Boskalis/VSMC, paragraphs
    18-20
                                                         41
 ---pagebreak---          included depending on the exact scope of the agreement. Furthermore, from the
         supply side, most engineering companies provide both EPC and EPCM services.218
(242) The results of the market investigation confirm that in the mining industry, EPC
         services constitute a separate market from the supply of capital equipment by OEMs
         and aftermarkets due to limited substitutability in terms of service characteristics,
         technicians’ skills, prices, liability of suppliers.219 The market investigation provided
         mixed results as to whether the possible market for EPC services in the mining
         industry should be further segmented by type of engineering services into EPC,
         EPCM or other types of plant engineering services (e.g., EPS 220).221 According to a
         customer , the type of service is “usually specific to a contract or project and most
         vendors will tailor their offering to the clients requirements”.222
(243) For the purpose of this decision, the Commission concludes that there is a separate
         market for EPC services in the mining industry. The Commission considers that the
         question whether the market for EPC services should be further segmented by type
         of services can be left open as the Transaction does not raise serious doubts as to its
         compatibility with the internal market or the functioning of the EEA Agreement
         under any product market definition that the Commission considers to be plausible.
5.1.7. Manufacturing of mining equipment
(244) As stated in Section 4.4., the Parties outsource most of the manufacture of equipment
         parts to suppliers. According to the Notifying Party, this means that there may be
         upstream markets for the manufacture and supply of individual components. Mining
         equipment is assembled on-site by the customer or an engineering company, and
         component suppliers typically deliver their components directly to the customer
         site.223
(245) The Notifying Party submits that, considering that the Parties outsource the
         manufacture of parts to suppliers, there may be upstream markets for the
         manufacture and supplier of individual components. Although the Parties are not
         active on any potential market for the supply of components for minerals processing
         equipment, the Commission considers that, for the purpose of this decision, the
         possible upstream market for the manufacturing of mining equipment needs to be
         addressed, considering potential concerns raised by the Transaction on the supply of
         components for minerals processing equipment.
(246) No views were expressed by the Notifying Party on potential sub-segmentations
         related to the market of manufacturing of mining equipment.224 A majority of mining
         equipment manufacturers considers that the manufacture and supply of mining
         equipment to suppliers constitute a separate market from the provision by suppliers
218 Form CO, paragraph 1046.
219 Q1, replies to questions 50 and 50.1; 1,Q2 replies to questions 42 and 42.1.
220 Engineering procurement service (EPS) is a contract whereby the EPS provider is responsible at least for
    some part of the integration engineering, but not the construction works, and does not carry the overall
    pricing risk and guarantee performance of the completed project.
221 Q1, replies to questions 51 and 51.1; Q2 replies to questions 43 and 43.1.
222 Q2, reply to question 43.1.
223 Response to RFI 20 of 24 April 2020, question 22.
224 Response to RFI 20 of 24 April 2020, question 22.
                                                           42
 ---pagebreak---         of mining capital equipment and aftermarkets to mining companies.225 In that regard,
        several respondents indicate that suppliers hold a greater responsibility vis-à-vis final
        customers (mining companies) than the mining equipment manufacturers. The
        suppliers responsibility involves the production quantity, while manufacturers is
        responsible for the quality of the equipment delivered. Another respondent further
        indicates that suppliers provide a larger scope of supply to the mining companies
        than the mining equipment manufacturers.226 In addition, the results of the market
        investigation did not provide conclusive views as to possible sub-segmentations of
        the market for the manufacturing of mining equipment.
(247) In any event, the Commission considers that the exact product market definition can
        be left open for the purpose of this decision as the Transaction does not raise serious
        doubts as to its compatibility with the internal market or the functioning of the EEA
        Agreement under any product market definition that the Commission considers to be
        plausible.
5.2.    Geographic market definition
5.2.1. Capital equipment
(248) This section refers to all types of capital equipment assessed in this decision because
        the same considerations and evidence apply to the different types of capital
        equipment addressed, namely grinding equipment, flotation equipment, filtration
        equipment and iron ore pelletizing equipment.
5.2.1.1. Commission precedents
(249) In its Metso/Svedala decision the Commission found that the relevant geographic
        market for crushers sold to mining customers was EEA-wide in scope.227
5.2.1.2. The Notifying Party’s view
(250) The Notifying Party submits that the relevant markets for mining capital equipment
        have evolved since 2001, when the Metso/Svedala decision was adopted, such that it
        would be justified to assess the Transaction on a world-wide geographic market for
        the following reasons.228
(251) First, the Notifying Party argues that EEA customers no longer require a significant
        local or EEA-based presence from their suppliers in tenders for capital equipment.
        The procurement of mining equipment has become a global process with
        international players bidding from across regions. The Notifying Party thus explains
        that non-EEA suppliers (e.g., CITIC, BGRIMM, Woodgrove) regularly participate in
        tenders in Europe.
(252) Second, the Notifying Party further argues that, within the EEA, today’s mining
        industry operates mostly in a few regions, such as the Nordic countries, the Iberian
        Peninsula and Eastern Europe. Mining operators active in the EEA are often part of
225 Q4 – Questionnaire to Mining Equipment Manufacturers (“Q4”), replies to question 3.
226 Q4, replies to question 3.1.
227 Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala, paragraph 114.
228 Form CO, paragraphs 101 to 155.
                                                     43
 ---pagebreak---         large global groups.229 This “globalization” of the customer structure230 results in a
        standardisation of purchasing processes and product requirements across borders. As
        a result, customers’ preferences and requirements are no longer strongly regionally
        differentiated, but tend to be homogeneous across continents, reflecting the
        customers’ global presence and their global approach to sourcing.
(253) Third, the Notifying Party contends that the mining capital equipment markets are
        characterised by substantial trade flows between the EEA and other regions globally,
        with a trend towards increasing imports/exports, while some impediments to trade
        between these regions may exist. In particular, there are no substantial trade barriers
        with respect to the capital equipment supplied by the Parties (in terms of quotas,
        tariffs, regulations, technical and safety requirements, or high transportation costs)
        that would restrict the flow of imports/exports into/out of the EEA.
(254) Fourth, the Notifying Party emphasises that suppliers typically have global
        organisational structures (e.g., Metso Minerals’ grinding division is based in the
        USA, Outotec’s international “centre of excellence” model relies on multiple centres
        located around the world). This also applies to the Parties’ main competitors, such as
        FLSmidth or the Chinese supplier CITIC, which became a global competitor over
        the past few years. Therefore, according to the Notifying Party, the main suppliers
        are active globally, with strong presence both inside and outside of the EEA.
(255) Fifth, the Notifying Party argues that the supply chain for capital equipment is global
        and that capital equipment components are produced anywhere in the world, shipped
        to the customer’s mine and assembled and installed on-site.
(256) Sixth, the Notifying Party argues that the main capital equipment suppliers in the
        mining industry are active globally. To demonstrate this, the Notifying Party
        analysed bidding data according to which the 7 to 12 main mining equipment
        suppliers of each of the main types of capital equipment are active in three or more
        regions231 of the world.
(257) Finally, the Notifying Party also considers that there are no significant price and
        margin differences across regions showing that there is no appreciable difference in
        the degree of competitive intensity between the EEA and other regions. […].232 The
        Notifying Party also submits that the geographical scope of the relevant market does
        not differ depending on the product supplied and that the EEA does not present
        specific characteristics that would identify it as a separate geographic market.
5.2.1.3. The Commission’s assessment
(258) Taking into account the Notifying Party’s submissions, the Commission has carried
        out a market investigation with the aim to determine the scope of the relevant
        geographic market for the types of mining capital equipment assessed in this
        decision, namely grinding equipment, flotation equipment, filtration equipment and
229 Such as GE, Boliden, Sibelco, Grupo México, Dundee Precious Metals, Mitsubishi Hitachi, LKAB and
    others).
230 Form CO, paragraph 118.
231 For this purpose the five global regions are defined as: Africa, APAC, the Americas, the EEA, and
    EMEA. See Form CO, paragraph 135.
232 Form CO, paragraph 142.
                                                       44
 ---pagebreak---         iron ore pelletizing equipment (including all plausible sub-segmentations). The
        Commission’s market investigation has largely confirmed the Notifying Party’s
        position that the relevant geographic market for both (i) capital equipment and (ii)
        aftermarkets is global in scope.
(259) A vast majority of the customers that responded to the market investigation indicates
        that they purchase mining capital equipment (i.e., grinding, flotation, filtration, iron
        ore pelletizing and all plausible segmentations) at global level.233 Customers thus
        indicate that they choose the most appropriate equipment on a global basis without
        local preferences.234 Only a minority of customers considers that local presence is a
        key requirement when choosing a capital equipment supplier. Nonetheless, these
        customers confirm that capital equipment suppliers operate world-wide service
        networks and/or that local presence is only one out of several criteria taken into
        account in a decision to purchase capital equipment.235 The vast majority of
        customers confirms that no specific barriers to entry or trade exist between different
        countries or regions of the world.236
(260) A vast majority of the suppliers that responded to the market investigation explains
        that they supply capital equipment globally,237 and indicates that local presence is a
        key requirement to win tenders, but confirms at the same time that their global
        networks allowed them to meet local presence requirements.238
(261) On this basis, the Commission concludes that the relevant geographic market for the
        supply of mining capital equipment, assessed in this decision (i.e., grinding,
        flotation, filtration, iron ore pelletizing) including the plausible sub-segmentations,
        is global in scope.
5.2.2. Aftermarkets
(262) The Commission’s market investigation also covered aftermarkets comprising
        services and the supply of spare parts and wear parts for the types of mining capital
        assessed in this decision, namely grinding equipment, flotation equipment, filtration
        equipment and iron ore pelletizing equipment (as discussed in Sections 5.1.1.2,
        5.1.2.2, 5.1.3.2, 5.1.4.2).
5.2.2.1. Commission precedents
(263) The relevant geographic market for aftermarket services, spare and wear parts for
        capital equipment in the mining industry has not been previously assessed by the
        Commission.
5.2.2.2. The Notifying Party's views
(264) The Notifying Party submits that the relevant geographic markets for the
        aftermarkets in relation to grinding, flotation, filtration, and iron ore pelletizing (and
233 Q2, replies to question 44.
234 Q2, replies to question 44.1
235 Q2, replies to question 45.
236 Q2, replies to question 46, 46.1.
237 Q1, replies to question 52.
238 Q1, replies to question 54, 54.1
                                                     45
 ---pagebreak---         possible segmentations of those markets) are global in scope for the following
        reasons.
(265) First, the Notifying Party argues that a local presence is (nowadays) not a
        requirement to provide maintenance services. The Notifying Party considers that
        technology allows supervision by experts based anywhere in the world (for example
        through remote maintenance), and should an on-site inspection be required, experts
        can intervene from anywhere in the world. In addition, technological advancements
        allow for remote support in many instances, thus making a local presence less
        crucial.
(266) Second, as regards spare parts, the Notifying Party argues that they are typically
        produced only in a few locations around the globe and are shipped in as needed.
        Regarding wear parts, they would be typically mass-produced on a global basis and
        stocked/shipped in as needed. According to the Notifying Party, the market is
        characterised by the presence of several suppliers not linked to OEMs, which supply,
        for example, mill linings on a global or regional basis.
(267) The Notifying Party argues that the precise scope of the relevant geographic market
        can be left open as in any even the Transaction would not raise competition concerns
        either on an EEA basis or on a worldwide basis.239
5.2.2.3. The Commission’s assessment
(268) Taking into account the Notifying Party’s submissions, the market investigation
        aimed at determining the scope of the relevant geographic market for the aftermarket
        services and the supply of spare and wear parts relating to the types of mining capital
        equipment assessed in this decision, namely grinding equipment, flotation
        equipment, filtration equipment and iron ore pelletizing equipment (including all
        plausible sub-segmentations). The market investigation has largely confirmed the
        Notifying Party’s position that the relevant geographic markets for these services and
        products is global in scope. A majority of customers that responded to the market
        investigation indicates that aftermarket services, spare and wear parts for mining
        capital equipment are procured at a global level.240 Customers indicate that they
        choose the most appropriate equipment on a global basis and have no local
        preferences.241 While a majority of respondents considers that local presence is an
        important factor when choosing a supplier, the results of the market investigation
        confirm that most companies are present world-wide and that, in addition, local
        presence is only one of multiple factors taken into account to select suppliers.242
        Only a minority of customers considers that specific barriers to entry or trade exist in
        certain countries or regions of the world, referring however to general barriers such
        as customs or anti-dumping measures.243
(269) The majority of suppliers that responded to the market investigation also indicates
        that that they provide their aftermarket services, spare and wear parts for mining
239 Form CO, paragraphs 156 to 158.
240 Q2, replies to question 47.
241 Q2, replies 47.1
242 Q2, replies to questions 48 and 48.1.
243 Q2, replies to questions 49 and 49.1
                                                  46
 ---pagebreak---          capital equipment globally.244 A vast majority of suppliers considers that local
         presence is a key requirement to win tenders, but indicate at the same time that they
         operate global networks and are therefore able to comply with this requirement.245
(270) On this basis, the Commission concludes that the relevant geographic market for
         aftermarkets and the supply of spare parts and wear parts in relation to grinding,
         flotation, filtration, and iron ore pelletizing are global in scope.246
5.2.3. Other capital equipment
(271) In the Metso/Svedala decision the Commission considered that the markets for
         crushers used for mining applications were EEA-wide.247 The relevant geographic
         markets for size control (for mining applications),248 washing, magnetic separation,
         sedimentation, calcining and roasting, material handling, slurry handling have not
         been previously defined by the Commission.
(272) The Notifying Party considers that, for the reasons set out in relation to the markets
         for grinding, flotation, filtration and iron ore pelletizing equipment (see Section
         5.2.1.3), the geographic definition for the markets for crushing, size control,
         magnetic separation, sedimentation, calcining and roasting, material handling, slurry
         handling should be considered as global in scope.249
(273) The Commission considers that, based on the Notifying Party’s submission, the
         market conditions described in sections 5.1.1.1., 5.1.2.1., 5.1.3.1. and 5.1.4.1.,
         related to the geographic scope of the markets for grinding, flotation, filtration and
         iron ore pelletizing apply irrespective of the type of mining equipment considered in
         this decision.
(274) Therefore, the Commission considers that, for the purpose of this decision, the
         markets for crushing, size control (for mining applications), washing, magnetic
         separation, sedimentation, calcining and roasting, material handling, slurry handling
         (and possible segmentations) are global in scope.
5.2.4. Engineering services
(275) The Notifying Party submits that engineering services in the mining industry are
         provided at a global level in line with the Commission’s precedents relating to
         engineering services in other industries.250
(276) The results of the market investigation confirm that EPC services in the mining
         industry are provided and procured at a global level.251
244 Q2, replies to question 47.
245 Q1, replies to questions 56, 56.1.
246 The effects of the Transaction on a possible EEA-wide geographic market will not be assessed for the
    purposes of this decision.
247 Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala, para. 114.
248 In its decision Metso/Svedala, the Commission considered that the geographic markets for screens, feeders
    and conveyors for A&C applications (and not for mining applications) was national (paragraph 72).
249 Form CO, Section 6B and paragraphs 914, 932, 960, 973, 993, 1003 and 1014.
250 Commission decision of 22 November 2016 in Case M.8132, FMC Technologies/Technip, paragraph 49.
251 Q1, replies to question 58; Q2, replies to question 50.
                                                            47
 ---pagebreak--- (277) The Commission considers that, for the purpose of the this decision, the geographic
        market for EPC services (and possible sub-segmentations) in the mining industry is
        global in scope.
5.2.5. Manufacturing of mining equipment
(278) The Notifying Party did not provide its views related to the geographic definition of
        the potential market for the manufacturing of mining equipment.252
(279) The results of the market investigation indicate that mining equipment are provided
        to OEMs at global level.253
(280) The Commission considers that, for the purpose of the this decision, the geographic
        market for the manufacturing of mining equipment (and possible sub-segmentations)
        in the mining industry is global in scope.
6.      COMPETITIVE ASSESSMENT
6.1.    Framework for the competitive assessment
6.1.1. Horizontal non-coordinated effects
(281) The Horizontal Merger Guidelines describe horizontal non-coordinated effects as
        follows: “A merger may significantly impede effective competition in a market by
        removing important competitive constraints on one or more sellers who
        consequently have increased market power. The most direct effect of the merger will
        be the loss of competition between the merging firms. For example, if prior to the
        merger one of the merging firms had raised its price, it would have lost some sales to
        the other merging firm. The merger removes this particular constraint. Non-merging
        firms in the same market can also benefit from the reduction of competitive pressure
        that results from the merger, since the merging firms’ price increase may switch
        some demand to the rival firms, which, in turn, may find it profitable to increase
        their prices. The reduction in these competitive constraints could lead to significant
        price increases in the relevant market.”254
(282) A merger giving rise to such non-coordinated effects might significantly impede
        effective competition, in particular by creating or strengthening the dominant
        position of a single firm, one which, typically, would have an appreciably larger
        market share than the next competitor post-merger. Furthermore, mergers in
        oligopolistic markets involving the elimination of important competitive constraints
        that the merging parties previously exerted upon each other together with a reduction
        of competitive pressure on the remaining competitors may, even where there is little
        likelihood of coordination between the members of the oligopoly, also result in a
        significant impediment of competition.
(283) The Horizontal Merger Guidelines list a number of factors which may influence
        whether or not significant horizontal non-coordinated effects are likely to result from
252 Response to RFI 20 of 24 April 2020, question 22.
253 Q4, replies to questions 4 and 4.1.
254 Horizontal Merger Guidelines, para. 24.
                                                      48
 ---pagebreak---         a merger, such as the large market shares of the merging firms, the fact that the
        merging firms are close competitors, the limited possibilities for customers to switch
        suppliers, or the fact that the merger would eliminate an important competitive
        force.255 That list of factors applies equally regardless of whether a merger would
        create or strengthen a dominant position, or would otherwise significantly impede
        effective competition due to horizontal non-coordinated effects. Furthermore, not all
        of these factors need to be present to make significant horizontal non-coordinated
        effects likely and it is not an exhaustive list.256
(284) Finally, the Horizontal Merger Guidelines describe a number of factors, which could
        counteract the harmful effects of the merger on competition, including the likelihood
        of buyer power, entry and efficiencies.
6.1.2. Conglomerate effects
(285) According to the Non-Horizontal Merger Guidelines, in most circumstances,
        conglomerate mergers do not lead to competition problems.257
(286) However, foreclosure effects may arise when the combination of products in related
        markets confer on the combined entity the ability and incentive to leverage a strong
        market position from one market to another closely related market by means of tying
        or bundling or other exclusionary practices. The Non-Horizontal Merger Guidelines
        distinguish between bundling, which usually refers to the way products are offered
        and priced by the combined entity258 and tying, usually referring to situations where
        customers that purchase one good (the tying good) are required to also purchase
        another good from the producer (the tied good).
(287) Tying and bundling as such are common practices that often have no anticompetitive
        consequences. Nevertheless, in certain circumstances, these practices may lead to a
        reduction in actual or potential rivals’ ability or incentive to compete. Foreclosure
        may also take more subtle forms, such as the degradation of the quality of the
        standalone product.259 This may reduce the competitive pressure on the combined
        entity allowing it to increase prices.260
(288) In assessing the likelihood of such a scenario, the Commission examines, first,
        whether the combined firm would have the ability to foreclose its rivals,261 second,
        whether it would have the economic incentive to do so262 and, third, whether a
        foreclosure strategy would have a significant detrimental effect on competition, thus
255  Horizontal Merger Guidelines, paras. 27 et seq.
256  Horizontal Merger Guidelines, para. 26.
257  Non-Horizontal Merger Guidelines, paragraph 92.
258 Within bundling practices, the distinction is also made between pure bundling and mixed bundling. In the
    case of pure bundling the products are only sold jointly in fixed proportions. With mixed bundling the
    products are also available separately, but the sum of the stand-alone prices is higher than the bundled
    price.
259 Non-Horizontal Merger Guidelines, para. 33.
260 Non-Horizontal Merger Guidelines, para. 93.
261 Non-Horizontal Merger Guidelines, para. 95 to 104.
262 Non-Horizontal Merger Guidelines, para. 105 to 110.
                                                          49
 ---pagebreak---        causing harm to consumers.263 In practice, these factors are often examined together
       as they are closely intertwined.
(289) In order to be able to foreclose competitors, the combined entity must have a
       significant degree of market power, which does not necessarily amount to
       dominance, in one of the markets concerned. The effects of bundling or tying can
       only be expected to be substantial when at least one of the merging parties’ products
       is viewed by many customers as particularly important and there are few relevant
       alternatives for that product.264 Further, for foreclosure to be a potential concern, it
       must be the case that there is a large common pool of customers for the bundled or
       tied products, which is more likely to be the case when the products are
       complementary.265 The foreclosure effects of bundling and tying are likely to be
       more pronounced in industries where there are economies of scale and the demand
       pattern at any given point in time has dynamic implications for the conditions of
       supply in the market in the future. Conversely, the scope for foreclosure tends to be
       smaller where the merging parties cannot commit to making their tying or bundling
       strategy a lasting one.266 Finally, bundling is less likely to lead to foreclosure if rival
       firms are able to deploy effective and timely counter-strategies, such as single-
       product companies combining their offers.267
(290) The incentive to foreclose rivals through bundling or tying depends on the degree to
       which the strategy is profitable.268 Bundling and tying may entail losses or foregone
       revenues for the combined entity.269 However, they may also allow the combined
       entity to increase profits by gaining market power in the tied goods market,
       protecting market power in the tying good market, or a combination of the two.270
(291) It is only when a sufficiently large fraction of market output is affected by
       foreclosure resulting from the concentration that the concentration may significantly
       impede effective competition. If there remain effective single-product players in
       either market, competition is unlikely to deteriorate following a conglomerate
       concentration.271 The effect on competition needs to be assessed in light of
       countervailing factors such as the presence of countervailing buyer power or the
       likelihood that entry would maintain effective competition in the upstream or
       downstream markets.272
6.2.   Market data methodology
(292) As regards the market share data used in the Form CO, the Notifying Party notes that
       the Parties generally have limited visibility regarding the size of the affected markets
       and the sales and shares of their main competitors. This is because mining customers
263 Non-Horizontal Merger Guidelines, para. 111 to 118.
264 Non-Horizontal Merger Guidelines, paragraph 99.
265 Non-Horizontal Merger Guidelines, paragraph 100.
266 Non-Horizontal Merger Guidelines, paragraphs 101-102.
267 Non-Horizontal Merger Guidelines, paragraph 103.
268 Non-Horizontal Merger Guidelines, paragraph 105.
269 Non-Horizontal Merger Guidelines, paragraph 106.
270 Non-Horizontal Merger Guidelines, paragraph 108.
271 Non-Horizontal Merger Guidelines, paragraph 113.
272 Non-Horizontal Merger Guidelines, paragraph 114.
                                                        50
 ---pagebreak---         typically purchase equipment through competitive tenders to which the Parties are
        not always invited.
(293) The Notifying Party’s market share estimates used for the purposes of this decision
        are based on estimates produced by McKinsey for sales to mining customers
        (referred to below as “McKinsey Data”).
6.2.1. McKinsey Data
(294) The Notifying Party has commissioned a study from the consultancy firm McKinsey
        for the purpose of assessing the Transaction. The Notifying Party submits that
        McKinsey’s modelling tool is considered as one of the most reliable databases on the
        mining industry.
(295) The methodology used by McKinsey relies on a modelled estimated size for the
        global mining market for the four main capital equipment markets (grinding,
        flotation, filtration, and iron ore pelletizing) and their respective segments.273 The
        Parties’ market shares in value were calculated taking into account the actual sales
        recorded by each Party and the market size estimates provided by McKinsey for the
        period 2014-2018.274
(296) The Commission has relied on value market shares based on McKinsey data as a
        primary source for assessing the Parties’ market position in this decision.
6.2.2. Pooled bidding data
(297) The Notifying Party has also submitted bidding data to the Commission, which had
        been compiled for the purpose of assessing the Transaction. Each Party identified
        mining projects of which they were aware of in the last seven to ten years. Following
        this exercise, they then identified same projects that appeared in both Outotec’s and
        Metso Minerals’ datasets, and added tenders identified by only one of the Parties
        and finally combined these in order to create a “pooled” bidding dataset.275 The
        Notifying Party used the pooled bidding dataset as an alternative source for market
        shares as well as a tool to assess the closeness of competition between the Parties.
        However, the pooled bidding data is incomplete.276 First, it does not include the
        projects to which the Parties were not invited to submit bids, and the projects that
        they were not aware of over the relevant period. Second, as it relies on the Parties’
        market knowledge, the dataset lacks complete and verified information on the
        participation of other competitors, and overlooks the participation of suppliers in
        certain tenders that the Parties were unaware of. As a result, the participation of
        competitors is likely underestimated. Third, the Notifying Party submits that while
        the Parties tend to keep a good record of won tenders, their lost bids are likely to be
        under-reported. The Commission also notes that in some instances the identity of
        winners has not been recorded, hence further underestimating the wins of the
        Notifying Party’s competitors.
273 Form CO, Annex 7.1.
274 For some segments the market share estimates were provided for the period 2014 – 2019.
275 Form CO, paragraph 173.
276 Response to RFI 17 of 2 April 2020.
                                                       51
 ---pagebreak--- (298) In light of these shortcomings, market shares based on wins from recorded tenders in
        the pooled bidding data cannot be considered to constitute reliable estimates.277 As
        explained in Section 6.2.1, the Commission primarily relies on McKinsey market
        share estimates to assess the Parties’ position. However, the Commission used the
        pooled bidding dataset to examine the closeness of competition between the Parties
        and to supplement the results of the market investigation. The Commission analysed
        the Parties bidding behaviour and winning rates in the markets of grinding, flotation
        and filtration in competitive tenders278 based on the Parties’ pooled bidding data for
        the period 2013-2019, and iron ore pelletizing for the period 2010-2019. The
        difference between those two periods results from the fact that the Parties were able
        to submit data over a longer period of time in iron pelletizing. Bidding analysis
        conducted on the basis of the Parties’ pooled bidding data should be interpreted in
        light of the fact that the information on other competitors is likely under-reported.
        Therefore, the Commission considers that its analysis of the participation and
        winning patterns in the present case constitutes a conservative measure of the
        closeness of competition between the Parties and likely overstates the competitive
        pressure on each other.
(299) The results of the Commission’s analysis are presented in respective competitive
        assessment sections for each product market.
6.2.3. Installed base data (for grinding)
(300) The Parties’ installed base data refer to grinding equipment installed by the different
        suppliers throughout 2014-2019 and is based on the Parties’ internal tracking of the
        relevant projects of which they are aware. The Commission analysed these data, but
        the resulting market share estimates were not sufficiently precise to serve as a basis
        for the competitive assessment. The lack of preciseness follows from the fact that the
        Parties are often not aware of projects if they are not invited to submit bids279,
        similar to the situation described for the pooled bidding data (see Section 6.2.2.
        above). The Commission has thus not relied on these data for its findings in this
        decision.280
6.3.    Procurement in the mining industry
(301) The results of the market investigation confirm that the vast majority of customers
        procures capital equipment through competitive tender procedures.281 According to a
        customer: “The tender process allows us to better understand technically and
        commercially what is available in the market at any given point in time”.282
        Respondents to the market investigation explain that bilateral negotiations are much
        more limited and are mainly used for the replacement of existing equipment (when it
        is not materially different from installed equipment) or for repeat orders.283
277 Form CO, paragraph 176.
278 Competitive tenders are defined as tenders with more than one participant.
279 Form CO, paragraph 186.
280 The Commission’s assessment for iron ore pelletizing will address the Parties’ installed base capacities
    based on market studies coming from mining industry experts (see Section 6.10.3.).
281 Q1, replies to question 59; Q2, replies to question 51.
282 Q2, reply to question 51.1.
283 Q2, replies to question 52.1.
                                                            52
 ---pagebreak--- (302) A typical tender process, according to the results of the market investigation,
        involves several rounds and discussions of technical and commercial terms.284 In
        their competitive tenders, customers invite between 2 and 5 bidders in order to
        compare technical features of the equipment, price and general contractual terms and
        conditions.285
(303) The main criteria for selecting suppliers of mining equipment include, inter alia,
        technical performance and quality, suppliers’ reputation and track record, price and
        total cost of ownership, availability and quality of service support, and delivery
        times.286
(304) The majority of customers does not consider that a prior commercial relationship
        would render an OEM a more credible bidder for greenfield projects.287 For
        brownfield projects, certain customers indicate the incumbent supplier may have an
        advantage if the project concerns an expansion or replacement of already installed
        equipment; however, that advantage is not systematic, as it also requires that the
        customer is satisfied with the existing technology and commercial relationship.288
        Other customers consider that the existence of a prior commercial relationship does
        not play an important role even in brownfield projects. Several competitors that
        responded to the market investigation also indicate that for brownfield projects,
        regarding which they are not the incumbent, they would submit a bid if the customer
        is seeking to change the installed equipment and technology.289
(305) A vast majority of customers that responded to the market investigation involves
        specialised engineering companies in mining projects.290 The customers’ decision to
        involve specialised engineering companies is driven by the value and technical
        complexity of the project.291 Engineering companies are primarily involved in
        greenfield projects and large-scale brownfield projects, whereas the majority of
        customers relies on in-house procurement and engineering departments for other
        small-scale brownfield projects.292 Customers which procure EPC or EPCM services
        from engineering companies indicate that an in-house team would typically oversee
        their work.293
(306) If requested by customers, an engineering company may also tailor and run the
        tender process according to the mining company’s specifications (i.e., under an
        EPCM contract).294 In that regard, engineering companies seek to obtain the most
        suitable offers at the most competitive conditions on behalf of the customer, by
        designing tenders (e.g., as a package for multiple types of equipment or as discrete
        lots) and inviting suppliers to bid accordingly. The involvement of engineering
284 Q1, replies to question 60; Q2, replies to question 52.
285 Q1, replies to question 61; Q2, replies to questions 51.1., 56 and 56.1
286 Q2, replies to question 53.
287 Q2, replies to questions 54 and 55.
288 Q2, replies to question 56.
289 Q1, replies to question 64.1.
290 Q2, replies to question 60.
291 Q2, replies to question 61.1.
292 Q2, replies to question 61.
293 Q2, replies to question 60.1.
294 Q2, replies to question 60.
                                                            53
 ---pagebreak---  ---pagebreak---          tumbling mill type are set out below, and the names of the main competitors in each
         segment:297
         -   Ball mills: Outotec [10-20]%, Metso Minerals [10-20]%, combined [20-30]% -
             main competitors FLSmidth, CITIC, thyssenkrupp;
         -   SAG/AG mills: Outotec [10-20]%, Metso Minerals [10-20]%, combined [30-
             40]% - main competitors FLSmidth, CITIC, thyssenkrupp;298
         -   Pebble mills: Outotec [0-5]%, Metso Minerals [0-5]%, combined [0-5]% - main
             competitors thyssenkrupp, FLSmidth, CITIC; and
         -   Rod mills: Outotec [5-10]%, Metso Minerals [0-5]%, combined [10-20]% - main
             competitors CITIC, thyssenkrupp, FLSmidth.
(311) Similarly, the Notifying Party provided the Parties’ combined market share estimates
         for a possible market segmentation of tumbling mills by power and/or size categories
         as discussed in Section 5.1.1.1 (paragraphs 59 to 63) above, and the names of the
         Parties’ main competitors in each possible market:299
         -   0 to 3,000 kw/up to 15 ft (c. 5 m): Outotec [10-20]%, Metso Minerals [10-20]%,
             combined [20-30]%, main competitors: FLSmidth, CITIC, thyssenkrupp;
         -   3,000 kw to 20,000 kw/15 to 30 ft (c. 5 to 10 m): Outotec [10-20]%, Metso
             Minerals [10-20]%, combined [20-30]%, main competitors FLSmidth, CITIC,
             thyssenkrupp;
         -   More than 20,0000 kw/30 ft (c. 10 m): Outotec [0-5]%300, Metso Minerals [30-
             40]%, combined [30-40]%, main competitors FLSmidth, CITIC, Cemtec.
(312) As regards a possible market for stirred mills, the Notifying Party estimates that
         Outotec has a world-wide market share of [10-20]%, Metso Minerals of [20-30]%
         and that both Parties combined have a world-wide market share of [30-40]%.
         According to the Notifying Party, the main competitors for stirred mills are
         Glencore, CITIC and Eirich.301
(313) The Parties’ main competitors in this market are companies that are mostly active
         globally. FLSmidth is headquartered in Denmark with global operations supplying a
         large portfolio of grinding equipment, and covering all the types of grinding mills in
         in which the Parties’ activities overlap. CITIC is a major Chinese supplier of
         grinding equipment with global coverage supplying equally all types of grinding
         mills in question. thyssenkrupp is a multinational conglomerate based in Germany
         focusing on industrial engineering and steel production and is a major player in the
         global grinding mill industry. Cemtec, also based in Germany and active world-
297 Response to RFI 22 of 28 April 2020, question 4.
298 The Notifying Party estimates that if a distinction is made between AG and SAG mills, the market shares
    for each of these two segmentations would be identical to those of the overall market for AG/SAG mills,
    response to RFI 24 of 1 May 2020, question 4 a.
299 Response to RFI 23 of 28 April 2020, question 1.
300 […].
301 Response to RFI 22 of 28 April 2020, question 4.
                                                           55
 ---pagebreak---        wide, has a diverse grinding mill portfolio covering all types of mills covered by this
       decision.
(314) In addition, there are other companies with strong regional (and, for some,
       increasingly global) competition such as NCP, Glencore, Eirich, CRIMM, Loesche,
       Farnell and Thompson (mostly North America), NHI and BGRIMM (China),
       Uralmash (Russia and CIS). Turkish suppliers Ersel and Remas have won projects
       for small mills in Europe in the last years.
6.4.2. The Notifying Party’s views
(315) The Notifying Party submits that the Transaction does not raise competition
       concerns in relation to grinding equipment on a worldwide geographic market for the
       reasons set out below.
(316) The Notifying Party argues that the Parties’ global combined share over the period
       2014-2018 ([30-40]%) is moderate. Over this period, Metso Minerals is estimated to
       have ranked fourth with [10-20]% of sales and was smaller than market leader
       FLSmidth ([10-20]%) and CITIC ([10-20]%).
(317) The Notifying Party also argues that in both tumbling mills including any plausible
       segmentations of these markets (i.e., ball mills, SAG/AG mills, pebble mills and rod
       mills and broken down by size/power categories) and stirred mills the Parties are
       exposed to competition from major global operators such as FLSmidth (DK), CITIC
       (China), thyssenkrupp (DE), Cemtec (DE), NCP (SA), Glencore (UK/CH), Eirich
       (DE), BGRIMM (China), Loesche (DE), Ersel (TK) and other – EU and non-EU -
       operators. The Parties notably emphasise that Chinese suppliers such as CITIC have
       significantly improved their position over the past years, to a point where they now
       exercise a strong competitive constraint on existing global suppliers, in particular as
       they can offer their products at a much lower price.
(318) The Notifying Party also argues that the Parties are not particularly close
       competitors. The Parties bidding data thus indicates that […].
(319) Further, the Notifying party emphasises that no barriers to entry and expansion exist
       as there would be no significant technological differentiation between the various
       competitors, and the smaller regional competitors would not face significant
       technological barriers to expand their market presence. The Notifying Party also
       submits that OEMs typically do not manufacture the equipment themselves, but
       rather use sub-suppliers to provide all parts of the equipment.
(320) The Notifying Party also argues that competition is significantly enhanced by the
       fact that grinding equipment is typically sourced through highly competitive bidding
       processes, ensuring strong competition irrespective of the size of the project in
       question.
(321) The Notifying party submits that the arguments above (paragraphs 315 to 320 to)
       apply mutatis mutandis to each segmentations of the grinding equipment market
       assessed by the Commission, i.e., grinding mills broken down by type (stirred mills,
       tumbling mills overall and tumbling mills broken down into AG/SAG mills, ball
       mills, pebble mills, and rod mills) as well as tumbling mills broken down by size,
       namely small mills, medium mills and large mills.
                                                  56
 ---pagebreak--- (322) In addition, the Notifying Party emphasises that for tumbling mills, the Parties will
       remain subject to significant competition from sophisticated international
       competitors and smaller, more regionally active suppliers alike. In particular, it
       submits that tumbling mills are even more commoditized than other types of
       grinding mills (including stirred mills), with a greater number of competitors
       constraining the Parties post-Transaction.
(323) Regarding stirred mills, the Notifying Party emphasises that the combined entity will
       also face several large global competitors, namely Glencore, CITIC, Eirich,
       FLSmidth, thyssenkrupp, and a number of smaller competitors. Metso Minerals, who
       introduced stirred mill technology many years ago, has lost its incumbent position
       following the entry of several global competitors. The Notifying Party expects that
       the stirred mills market will continue to attract additional competitors in the future.
       In addition, the Notifying Party considers that stirred mills are subject to substitution
       from ball (and other tumbling) mills to a significant extent.
(324) Furthermore, the Notifying Party considers their main competitors for small and
       medium-sized mills to be largely similar as all global competitors offer mills in the
       given power ranges. The top competitors include (in order of estimated market
       position) FLSmidth, CITIC, thyssenkrupp, NCP, Cemtec, NHI, and Uralmash. The
       number of competitors in the plausible segmentation for small grinding mills is the
       highest of all size-segments, with a significant number of smaller regional and local
       competitors. The Notifying Party submits that overall, there are more than a dozen
       global and regional suppliers for small grinding mills, including A.M. King, Cemtec,
       ChristianPfeiffer, CITIC, Eirich, Ersel, Farnell & Thompson, FLSmidth, NCP,
       Osborn, Remas, Sepro, Sturtevant, Tenova, thyssenkrupp, Weir, and Westpro.
(325) Lastly, the Notifying Party emphasises that Metso Minerals and FLSmidth are the
       main competitors regarding large grinding mills. Throughout the past five years, the
       Parties consider that FLSmidth was the clear market leader with a global share of
       [60-70]%. In the more distant past, CITIC has installed a number of large grinding
       mills as well. For its part, […].
6.4.3. Commission’s assessment
(326) The Commission considers that, for the reasons set out below, the Transaction does
       not raise serious doubts as to its compatibility with the internal market as a result of
       possible horizontal non-coordinated effects, and in particular through the creation or
       strengthening of a dominant position, in the market for the supply of grinding
       equipment and possible segmentations.
(327) First, the Parties’ combined market share remains moderate both in the overall
       market and in any of the plausible segmentations assessed for the purposes of the
       this decision (i.e., tumbling mills broken down by mill type and size/power category
       and stirred mills). The Notifying Party estimates that the Parties’ world-wide
       combined market share for tumbling mills only does not exceed [20-30]%. Further,
       the Notifying Party estimates that (i) the Parties’ combined market share only
       exceeds [30-40]% in the area of stirred mills and large tumbling mills (potentially
       reaching [40-50]%, whereby the increment in large tumbling mills is low), (ii) is
       [30-40]% in ball mills and AG/SAG mills, and (iii) remains below [20-30]% for
       pebble mills, rod mills and medium tumbling mills. In all these plausible segments,
       the combined entity will continue to face competition from several major global
                                                 57
 ---pagebreak---           players, in particular FLSmidth, CITIC, thyssenkrupp, as well as Cemtec (DE), NCP
          (SA), Glencore (UK/CH), Eirich (DE), BGRIMM (China), Loesche (DE), Ersel
          (TK) and other – EU and non-EU-based - operators.302 There are additional global
          and regional suppliers for small grinding mills.303
(328) Second, Outotec and Metso Minerals are not particularly close competitors with
          regard to the supply of grinding equipment. In this respect, while Outotec and Metso
          Minerals are indeed considered to be competitors in the grinding mills business304,
          they have a differentiated offering. One of the respondents in the market
          investigation states that Outotec and Metso Minerals “compete only in mills up to 12
          feet in diameter, however, there is multiple participation of suppliers in this segment.
          For larger diameters, Metso's competition would be FLSmidth, thyssenkrupp,
          CITIC.”305 An internal document submitted by the Notifying Party confirms that
          Outotec and Metso Minerals have a different commercial focus, […].306
(329) This assessment was confirmed by the results of the market investigation. Both
          customers and competitors consider that major suppliers, in particular FLSmidth,
          thyssenkrupp and CITIC, but also Cemtec and Christian Pfeifer can be considered
          very close, and in some respects closer competitors to Outotec and Metso Minerals
          respectively than the Parties are to one another, both on the overall market for
          grinding equipment and the plausible segmentations investigated for the purposes of
          the this decision.307
(330) In addition, the analysis of the Parties’ bidding data also confirms that the Parties are
          not the closest competitors as regards the common participation in tenders in which
          they respectively participated in the period 2013-2019. Outotec competes most
          frequently against […] in terms of common tendered value 308 ([…]%), followed by
          […]. Moreover, […] also won the largest value share amongst other competitors in
          tenders in which Outotec participated ([…]%), followed by […]. Similarly, the
          closest competitor in terms of common participation to Metso Minerals was also
          […], followed by […]. In terms of won value, […] of tenders in which Metso
          Minerals participated, while […] of the tendered value in tenders in which Metso
          Minerals participated for the period 2013-2019. In view of the foregoing and without
          prejudice to the data limitations described in Section 6.2.2 above, the bidding data
          overall indicate that the Parties are not the closest competitors.
(331) Further, as explained at paragraphs 328 and 329 above, the results of the market
          investigation indicate that the Parties’ offering within grinding equipment is
          differentiated, such that competitive dynamics within each possible segmentation of
          that market may provide more accurate indications of their closeness of competition.
302 This list of competitors is confirmed by an internal document, […].
303  The competitors Cemtec (Germany) and Ersel and Remas (Turkey) are […].
304 Q1, replies to question 76; Q2, replies to question 66.
305 Q2, reply to question 66.1.
306 […].
307 Q2, replies to questions 67 to 70; Q1, replies to question 77.
308 The share of tendered value with other competitors is a measure of common participation in tenders
     expressed in project value rather than project count. This measure indicates the percentage of one firm’s
     total tendered value, which is also bid for by another competitor. As an illustration, when analysing firm’s
     Y total tendered value, a 100% participation rate of firm X would indicate that firm X also bid for every
     euro in the same tenders that company Y bid for.
                                                            58
 ---pagebreak---         In this regard, however, the Commission observes that the number of tenders within
        each possible segmentation of the market for grinding equipment is more limited.
        The results of the bidding analysis at that level should therefore be interpreted with
        caution. With that in mind, the results of the bidding analysis for tumbling mills
        leads to similar competitive dynamics as on the overall grinding mills market, with
        […] representing the largest value share in terms of participation and wins in both
        tenders in which Metso Minerals and Outotec participated respectively. In stirred
        mills, […]. In light of the limited data, the Commission considers that these results
        overstate the closeness between the Parties. Indeed, the market investigation, as
        discussed above, revealed that the Parties are not the closest competitors, including
        as regards stirred mills. Moreover, the high common participation with other
        competitors FLSmidth, Glencore, CITIC, and in Metso Minerals’ tenders, Eirich,
        indicates that a sufficient competitive pressure in this segment will remain post-
        Transaction.
(332) Third, the results of the market investigation confirm that, post-Transaction, there
        will remain sufficient alternative suppliers to maintain a similar level of competition
        in the market for the supply of grinding equipment, in particular FLSmidth, CITIC,
        thyssenkrupp, Cemtec, Glencore and Eirich. This was indicated by a clear majority
        of the customers that participated in the market investigation.309
(333) Moreover, half of the customers of grinding equipment that participated in the
        market investigation considers that they would consider inviting Chinese suppliers in
        a tender for grinding equipment310, which suggests that the combined entity will be
        subject to competitive constraints post-Transaction. In this context, one customer
        explained that “China has progressed far in recent times in respect to quality control
        and is worthy to be considered in tender invites where they meet qualifications”.311
        The Notifying Party’s internal documents also supports the view that the Chinese
        operator CITIC exercises an effective and significant competitive constraint.312
(334) It should also be noted that a majority of customers that participated in the market
        investigation indicates that the impact of the Transaction on competition in respect
        of grinding equipment is expected to be neutral or positive.313
(335) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market or in the EEA as it
        does not give rise to horizontal non-coordinated effects, in particular through the
        creation or strengthening of a dominant position, in the market for the supply of
        grinding capital equipment for the mining industry (and all plausible market
        segments).
309 Q2, replies to question 72.
310 Q2, replies to question 71.
311 Q2, replies to question 71.1.
312 […].
313 Q2, replies to question 114.
                                                  59
 ---pagebreak---  ---pagebreak---         primarily because both Parties largely – almost exclusively for Outotec – focus on
        servicing their own installed base.
(342) Moreover, the Notifying Party submits that the aftermarkets for grinding mills are
        even more competitive than the capital equipment side, with a large number of
        additional suppliers competing with the equipment suppliers.
(343) According to the Notifying Party, this is illustrated by the fact that the aftermarkets
        for minerals processing equipment generally are not captive. In that respect, the
        Notifying Party submits that Metso Minerals’ sales share for spare parts for its own
        grinding installed base is at around [30-40]%, while Outotec’s share regarding spare
        parts for its own grinding installed base is approximately [40-50]%. Moreover,
        Metso Minerals estimates its share of sales of spare parts for other suppliers’
        installed grinding mills at only around [0-5]%, while Outotec’s activities outside its
        own installed base are negligible.
(344) The Notifying Party also argues that the Transaction will not result in any
        competitive concern regarding grinding mill aftermarket services, spare parts and
        wear parts under any market segmentation as the Parties’ estimated combined global
        share in each plausible segment does not exceed [5-10]% (with a maximum
        combined market share of [10-20]% if mill linings were considered to constitute a
        separate product market).
6.5.3. Commission’s assessment
(345) The Commission considers that, for the reasons set out below, the Transaction does
        not raise serious doubts as to its compatibility with the internal market with respect
        to non-coordinated horizontal effects, in particular through the creation or
        strengthening of a dominant position, in the market for the supply of grinding
        aftermarket services, spare and wear parts.
(346) First, the Transaction does not give rise to a horizontally affected market in relation
        to the grinding aftermarkets services, wear parts and spare parts, as the combined
        entity’s market share will remain well below [10-20]% in all plausible segmentations
        of the market (i.e., in a market for aftermarket services and spare parts, for wear
        parts only and separately for services and spare parts).
(347) Second, the Parties’ share of sales related to third parties’ installed base is not
        significant, i.e., below […]% for each of them. At the same time, the Commission
        notes that, based on the Notifying Party’s submission, more than […]% of the
        Parties’ installed grinding equipment is serviced by other suppliers, comprising a
        mix of competitors, such as engineering houses and third-party parts suppliers.318
(348) The results of the market investigation show that only few customers indicate that
        they procure grinding aftermarket spare and wear parts and services directly from the
        capital equipment suppliers, especially after the end of the warranty period,319
        showing the existence of a merchant aftermarket for grinding equipment. After the
        end of the warranty period, customers are free to procure wear parts, spare parts and
318 Form CO, paragraph 466.
319 Q2, replies to question 101.
                                                  61
 ---pagebreak---         services from third-party suppliers, a large majority of customers respondents
        indicates that they already have switched away from the OEM from which they
        procured the capital equipment to other suppliers for the purchase of aftermarket
        services, spare and wear parts.320 Customers further explain that the selection of
        alternative aftermarket suppliers would typically rely on criteria such as cost, quality
        of service, quality of parts or reliability of supply. 321 One respondent summarises
        mining companies’ objectives in these terms: “The objective during the warranty
        period is to maintain the relationship with OEM in order to preserve the warranty in
        the case of an event. However, this must be previously aligned with the maintenance
        strategy defined by each organization. In general, once this period is over, other
        aspects such as lower costs, maintaining or increasing the level of production are
        privileged.”322 Another customer indicates that “During the warranty period
        aftermarket services, spare or wear parts are purchased from OEMs, after the
        warranty period - we usually look for alternatives.”323
(349) The results of the market investigation also indicate that customers can procure wear
        parts, spare parts and services from a large number of suppliers. In that regard, a
        majority of respondents considers that more competitors are active in the supply of
        aftermarket services, spare and wear parts than in the supply of capital equipment.324
        Furthermore, a majority of customers would consider inviting Chinese suppliers to
        bid for the provision of aftermarket wear parts, spare parts and service.325 A majority
        of competitors also considers that the competitive pressure exerted by Chinese
        suppliers for the provision of aftermarket wear parts, spare parts and services is
        moderate to intense.326 In addition to this competition from globally active
        competitors, some respondents further explain that local suppliers exert an important
        competitive pressure in the aftermarket.327
(350) Finally, overall, the results of the market investigation do not raise concerns related
        to the provision of grinding spare parts, wear parts and services by the combined
        entity.
(351) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market or in the EEA by
        giving rise to horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in relation to aftermarket(s) for grinding
        equipment.
6.6.    Flotation capital equipment
(352) As mentioned in Section 5.1.2., the Parties’ activities overlap in respect of two types
        of flotation equipment, namely mechanical and column cells. The Parties’ sales
320 Q2, replies to question 102.
321 Q2, replies to question 102.2.
322 Q2, reply to question 102.2.
323 Q2, reply to question 40.2.
324 Q1, replies to question 109.
325 Q2, replies to question 100.
326 Q1, replies to question 110.
327 Q1, replies to question 109.1 ; Q2, replies to question 99.1.
                                                           62
 ---pagebreak---          overwhelmingly concern mechanical cells, as column cells roughly represent […] of
         Metso Minerals’ sales of flotation equipment and less than […] of Outotec’s.328
(353) In terms of cell size, Metso Minerals’ portofolio includes mechanical cells from
         0.34m³ to 600m³ volume and Outotec offers mechanical cells from 0.5m³ to 630m³
         volume.329 As to column cells, both Parties’ portfolio includes equipment with a
         diameter up to 6 meters.330
6.6.1. Market shares
(354) Based on McKinsey estimates, the market for the supply of flotation equipment will
         be affected at the global level, with a combined market share of [30-40]% in value,
         as shown in Table 3 below. The increment will be limited, as Metso Minerals’
         market share in value (in value) remains below [0-5]%. The Notifying Party
         confirms that the combined entity’s market share in the market for the supply of
         flotation equipment (and possible segmentations) for the period 2015-2019 does not
         materially differ from their market shares in the period 2014-2018.331
328 Form CO, paragraphs 503, 625 and 627.
329 Response to RFI 20, 24 April 2020, question 13. The Notifying Party indicates that while large 600m³
    flotation cells are technically part of Metso Minerals’s current product offering, […] (Form CO, footnote
    507).
330 Form CO, paragraph 503.
331 Response to RFI 20 of 24 April 2020, question 15.
                                                          63
 ---pagebreak---  ---pagebreak---  ---pagebreak--- 6.6.2. The Notifying Party’s views
(361) The Notifying Party submits that the Transaction is unlikely to give rise to horizontal
         non-coordinated effects in the market for the supply of flotation equipment and its
         possible segmentations for the reasons set out below.
(362) First, although the combined entity’s market share exceeds [30-40]% on a global
         basis, the Transaction will result in a very small increment. Metso Minerals’ market
         share prior to the Transaction is indeed only [0-5]%, well below Outotec’s most
         important competitors such as FLSmidth, BGRIMM and Woodgrove.343 In that
         regard, the Notifying Party indicates that, historically, Metso Minerals has not been a
         strong competitive force in flotation and [BUSINESS STRATEGY].344
(363) Second, the Notifying Party considers that the combined entity will remain subject to
         significant competition from major suppliers post-Transaction. In the Notifying
         Party’s views, the market for flotation equipment has never been as competitive as it
         is currently.345 While Outotec and FLSmidth have historically been the two main
         suppliers of flotation equipment, they are increasingly facing competitors offering
         competitive solutions in technology and price, such as BGRIMM,346 Woodgrove,
         Eriez and Glencore.347 In addition, the Notifying Party cites a variety of local and
         regional competitors, such as Tenova S.p.A. (Techint Group, Argentina), MBE-Coal
         & Minerals Technology (India), ENPROTEC (South Africa), Northern Heavy
         Industries Group Co. (NHI, China), Westpro Machinery (USA), Yılmaz Process
         Technology (YPT – Turkey), Zakład Działalności Innowacyjnej INNOVATOR
         (Innovator, Poland), or RIVS (Russia).348
(364) Third, the Notifying Party argues that, given Metso Minerals’ limited activities in the
         flotation market, the Parties cannot be regarded as particularly close competitors.
         According to the Parties’ bidding analysis, FLSmidth appears to be the Parties main
         competitor in for flotation capital equipment.
(365) The Notifying Party further indicates that the bidding data underestimate the
         competitive pressure exerted by the Parties’ competitors, given that Outotec was not
         able to identify the runner-up for more than half of all projects that it was awarded.
         While it can be assumed that Metso Minerals was not a runner-up for these projects
         (as Metso Minerals would otherwise have reported such information), it is, in the
         Notifying Party’s views, likely that […] was a runner-up on several of these bids.349
         In addition, the Notifying Party considers that, for the reasons set out in Section
         6.2.2., the Parties’ internal statistics likely underestimate competition from […].350
343 Form CO, paragraph 519.
344 Form CO, paragraph 530.
345 Form CO, paragraph 526.
346 In addition, the Notifying Party states that BGRIMM is a state-owned company receiving preferential
    treatment from the Chinese government (in securing licensing approvals and low-cost bank financing)
    which allows it to offer lower equipment prices compared to other mining equipment suppliers (Form CO,
    paragraph 547).
347 Form CO, paragraphs 533 to 566.
348 Form CO, paragraphs 567 to 595.
349 Form CO, paragraph 601.
350 Form CO, paragraphs 605 and 606.
                                                        66
 ---pagebreak--- (366) In addition, in the Notifying Party’s views, the closeness of competition between
       FLSmidth and Outotec is also reflected in their leadership in the supply of large
       flotation cells. Moreover, BGRIMM has recently installed a 680m³ flotation cell
       (purported to be the largest flotation cell ever installed)351. While Outotec has
       installed approximately […] flotation cells of 300m³, Metso Minerals […] for its 300
       m³ flotation cells ([…]).352
(367) Fourth, the Notifying Party explains that flotation equipment is largely sourced via
       global and highly competitive bidding processes, where the Parties face
       sophisticated purchasers and EPC companies with significant buyer power. It further
       argues that the customers’ strong position is strengthened by the regular involvement
       of highly specialized EPC(M)s, in particular for greenfield and large brownfield
       projects. These EPC(M)s have significant market insight and organize very
       competitive tenders globally. By issuing such international tenders, mining
       customers will continue to receive competitive bids from several established
       suppliers and this will ensure that they will maintain a large choice of suppliers post-
       transaction.353
(368) Fifth, the Notifying Party submits that there is no price transparency in the
       competitive bidding processes, and it is impossible for bidders to adjust their prices
       to those of competitors. Moreover, new projects take place so infrequently that every
       supplier must bid aggressively in order to be competitive. Therefore, the Notifying
       Party does not believe that other competitors such as FLSmidth, Eriez, BGRIMM, or
       Woodgrove would take advantage of the Transaction to price less aggressively.354
6.6.3. Commission’s assessment
(369) The Commission considers that, for the reasons set out below, the Transaction does
       not raise serious doubts as to its compatibility with the internal market or the
       functioning of the EEA Agreement as a result of possible horizontal non-coordinated
       effects, in particular through the creation or strengthening of a dominant position, in
       the market for the supply of flotation equipment and possible sub-segments thereof.
(370) First, the Transaction would result in only moderate market shares, regardless of any
       plausible market product segmentation.
(371) On the overall market for flotation equipment, the combined entity’s market share
       will be [30-40]%, with a [0-5]% increment coming from Metso Minerals (Outotec
       [30-40]%). The Parties’ market share does not differ when considering a potential
       market for mechanical cells. The Notifying Party’s estimates related to the Parties’
       market share are in line with the estimates provided by one of the Parties’ main
       competitor during the market investigation. In addition, this competitor’s estimates
       indicate that its own market share is higher than those provided by the Notifying
       Party ([20-30]% according to this competitor and [10-20]% according to the
351 Form CO, paragraph 495.
352 Form CO, paragraph 603.
353 Form CO, paragraphs 607 to 610.
354 Form CO, paragraph 611.
                                                  67
 ---pagebreak---         Notifying Party, both for the overall market for flotation equipment and for the
        potential market for mechanical cells).355
(372) The combined entity’s market share does not significantly change when considering
        different sizes of mechanical cells. In that regard, the combined entity’s market share
        does not exceed [30-40]% in any of the overlapping market segmentations (below
        100m³, between 100m³ and 300m³, between 300m³ and 600m³).356 Furthermore, the
        increment is limited (less than [5-10]% but closer to [0-5]% in most segmentations).
(373) Second, the Parties are not the closest competitors for flotation equipment. A
        majority of respondents to the market investigation considers that the Parties do not
        compete head-to-head in this market.357 Several customers thus highlight that the
        Parties’ activities in flotation equipment overlap only to a limited extent, given that
        they do not provide comparative offerings in cell size and that Outotec has a larger
        flotation installed base globally.358 In that regard, some respondents indicate that
        Outotec currently provides a wider range of mechanical cell sizes than Metso
        Minerals and that the latter has a larger installation base for column cells.
(374) In addition, and despite the limitations inherent with the Parties’ bidding data
        presented in Section 6.2.2. above, such data suggest that Metso Minerals does not
        constitute Outotec’s closest competitive constraint in the overall flotation market.
        Rather, Outotec competes most frequently against […] in terms of tendered value
        ([…] of common tendered value), followed by […] in the period 2013-2019. The
        largest won value share of these tenders among Outotec’s competitors was won by
        […], followed by […]. Moreover, Metso Minerals […] in terms of tendered value
        […], followed by […]. In light of data limitations and the results of the market
        investigation as discussed above, the Commission considers that the Parties are not
        the closest competitors and there is sufficient number of other players in overall
        flotation market.
(375) Furthermore, the Parties do not appear to constrain one another in the potential
        market of column flotation. While Metso Minerals participated in […] in the period
        2013-2018. […] of such tendered value in the period 2013-2018.
(376) The competitive dynamics in the potential market for mechanical flotation are
        similar to the overall market: […] common participation in tenders) and main
        competitive constraint […]. Similarly to overall market, athough the largest won
        value share of tenders in which Metso Minerals participated was won by […] largest
        common participation rate in terms of tendered value with Metso Minerals […]
        followed by […]. In light of the results of the market investigation as discussed
        above, the Commission considers that the Parties are not the closest competitors and
        there is a sufficient number of other players in mechanical flotation market.
(377) Third, a vast majority of respondents to the market investigation, including both
        competitors and customers, considers that, post-Transaction, there will remain
        sufficient alternative suppliers to maintain a similar level of competition in the
355 Non-confidential minutes of call with FLSmidth, 11 December 2019.
356 Outotec’ market share on the market segment for mechanical cells above 600m³ exceeds [40-50]%, but
    […].
357 Q1, replies to question 85; Q2, replies to question 75.
358 Q2, replies to question 75.1.
                                                            68
 ---pagebreak---         market for the supply of flotation equipment and its possible segmentations such as
        FLSmidth, BGRIMM, Eriez and Woodgrove.359
(378)    In that regard, many respondents consider FLSmidth as the Parties’ main
        competitor. For instance, a customer explains that “Metso is much smaller in
        flotation equipment supply and competes with the smaller companies, not
        Outotec/FLS.”360 Likewise, a competitor submits that “Outotec And Metso are
        competitors, but real competition is between Outotec and FLS.”361 Additional
        respondents submit that other suppliers, such as BGRIMM, Eriez, or Woodgrove,
        also provide competitive offerings, to different extents.362 In that regard, some
        respondents consider BGRIMM’s product portfolio in flotation equipment as broad
        as FLSmidth’s and Outotec’s ones, while Woodgrove (providing new types of cells
        supposed to provide comparable outcomes to the traditional mechanical flotation
        technology) and Eriez (specialised in column cells) provide smaller offerings.363 For
        instance, a customer describes the Parties’ competitors for flotation equipment as
        follows: “FLS produces and supplies mostly mechanical cells which are still the
        largest installed base of flotation capital equipment. BGRIMM makes everything,
        and while its installed base is mostly Asia, there are new operations in Australia and
        elsewhere that have BGRIMM equipment. Eriez is mostly in the column and related
        equipment space. Woodgrove has a small installed base but it is growing.”364
(379) Furthermore, respondents to the market investigation do not raise competition
        concerns when considering different cell sizes of mechanical flotation equipment.
        Customers indicate that important suppliers such as FLSmidth or BGRIMM offer
        various cell sizes. In addition, several competitors, such as Tenova or NPO Passats,
        also indicate that they supply or are able to supply various cell sizes.365 Some
        respondents suggest that the potential market for the supply of mechanical cells
        above 300m³ is more concentrated than the overall flotation market or the potential
        market for mechanical cell below 300m³, given than only few OEMs (including the
        Parties) provide large and very large mechanical cells. However, the results of the
        market investigation confirm that FLSmidth and BGRIMM exercise a significant
        competitive constraint on the merging parties in that segment.366
(380) The Parties’ internal documents also suggest that significant competitive constraints
        will remain post-Transaction. For instance, […]367. An internal document of Metso
        Minerals […]368. In addition, Outotec’s internal document […] identifies several
        competitors, […] for each of the flotation equipment type (mechanical flotation, sub-
        segmented by size and flotation columns) provided by both Parties.369
359 Q1, replies to questions 89 and 89.1; Q2, replied to questions 79 and 79.1.
360 Q2, reply to question 77.1.
361 Q1, reply to question 85.1.
362 Q1, replies to questions 86 and 87; Q2, replies to questions 76 and 77.
363 Q1, replies to question 87.2.
364 Q2, reply to question 76.1.
365 Q1, replies to questions 27.1 and 28.
366 Q2, replies to questions 76.2 and 77.2.
367 Annex 7-20 to the Form CO, slide 10.
368 Annex 7.31 to the Form CO, slide 2. Not dated.
369 Annex 5-98 to the Form CO, slide 23.
                                                           69
 ---pagebreak--- (381) Fourth, a majority of respondent considers that there are no substantial barriers to
        enter the market for flotation equipment, as flotation cells of all types are relatively
        simple devices even if they are subject to regular improvement.370 Some customers
        indicate, however, that a proven track record and strong reputation remain important
        to be selected.
(382) In addition, the results of the market investigation indicate that customers may
        sponsor entry in the market for flotation equipment. For example, the Jameson cell
        technology was developed by the mining company Glencore in partnership with the
        University of Newcastle Research Associates (Australia). According to Glencore,
        this partnership aimed at developing “a low cost machine to recover fine particles in
        cleaner applications.”371
(383) Fifth, overall, a majority of competitors and customers considers that the Transaction
        will have a neutral impact on the intensity of competition in the market for flotation
        equipment.372
(384) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market, or in the EEA, in
        the market for the supply of flotation capital equipment (and possible sub-segments)
        for the mining industry.
6.7.    Flotation aftermarkets
(385) As set out in Section 5.1.2., both Parties offer spare parts and services for flotation
        equipment.
6.7.1. Market shares
(386) Based on McKinsey estimates, the Parties’ combined share in value will remain well
        below [10-20]% at the global level, as stated in Table 5 below.
370 Q2, replies to questions 81 and 81.1.
371 Q2, reply to question 82.
372 Q1, replies to question 126.2; Q2, replies to question 114.2.
                                                           70
 ---pagebreak---  ---pagebreak---         first).378 After the warranty period, the Parties have to face open competition from
        engineering companies, third-party suppliers or suppliers that manufacture the parts
        in the first place for the Parties and may work directly with the mining customers for
        aftermarket business.379 The Notifying Party further indicates that the Parties’ sales
        share for spare parts for their own flotation installed bases during the period 2014-
        2018 is limited (around [20-30]% for Metso Minerals and [20-30]% for Outotec).
        Besides, the Parties’ sales share for flotation aftermarkets outside their own installed
        base is not significant (below [0-5]%).380
6.7.3. Commission’s assessment
(390) The Commission considers that for the reasons set out below the Transaction does
        not raise serious doubts as to its compatibility with the internal market with respect
        to non-coordinate horizontal effects in the flotation aftermarket (and possible sub-
        segmentations).
(391) First, the Transaction does not give rise to a horizontally affected market in relation
        to the flotation aftermarket as a whole as the combined entity’s market share
        (between [5-10]% and [5-10]%) will remain well below [10-20]% under any
        possible segmentation.381 In addition, the Parties’ share of sales related to third-
        parties’ installed base is non-significant, below [0-5]% for each of them.
(392) Second, the Parties do not overlap for wear parts and their share for the provision of
        spare parts for their own installed base, remain limited (around [20-30]%). In that
        regard, only few customers indicate that they tend to procure flotation aftermarket
        parts and services directly from the capital equipment suppliers after the warranty
        period.382
(393) Furthermore, based on the results of the market investigation,383 the Commission
        considers that the findings set out at paragraphs 347 to 349 above with respect to
        grinding aftermarkets, regarding the customers’ possibility to choose between a large
        range of third-party suppliers (i.e., different from the capital equipment supplier),
        similarly apply to flotation aftermarkets.
(394) Finally, overall, the results of the market investigation do not raise any concerns
        related to the provision of flotation spare parts, wear parts and services by the
        combined entity.
(395) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market or in the EEA by
        giving rise to horizontal non-coordinated effects, in particular through the creation or
378 Form CO, paragraph 640.
379 Form CO, paragraphs 640 and 643.
380 Form CO, paragraph 643. Outotec also conducts retrofits of third-party flotation equipment. Neither Party
    manufactures or actively markets flotation consumables (i.e., chemical reagents).
381 Response to RFI 24, 1 May 2020, question 2. The attribution of Metso Minerals’ un-allocated service
    labour revenue related to flotation aftermarkets would not significantly change the Parties’ combined
    market share, as Metso Minerals’ share would remain at around [0-5]% (Form CO, footnote 675).
382 Q2, replies to question 99.1 and 102.1 .
383 Q1, replies to questions in Section D.2.; Q2, replies to questions in Sections B.1.5. and D.2.
                                                            72
 ---pagebreak---  ---pagebreak---  ---pagebreak--- (402) FLSmidth’s filtration offering is close to that of Outotec, and includes pressure
        filters, vacuum filters and filter media.389 Diemme is a brand of the Aqseptence
        Group headquartered in Germany. Diemme offers a wide range of filter presses
        currently available in the global market. Its filtration equipment is used also in other
        industries such as the food, pharmaceutical, construction industries.390 Andritz AG is
        based in Austria and also offers a wide range of filtration equipment used in several
        industries.
6.8.2. The Notifying Party’s views
(403) The Notifying Party submits that the Transaction is unlikely to give rise to horizontal
        non-coordinated effects in the market for the supply of filtration equipment (and its
        possible segmentations) for the reasons set out below.
(404) First, the Notifying Party submits that the Parties’ combined market share in the
        global market for filtration equipment for mining applications, remains limited at
        [20-30]%, with a small increment added by Metso Minerals (estimated at [5-10]%).
        The Parties’ combined market share in possible sub-segmentations does not
        materially differ from their market share in the overall market and remains at around
        [30-40]%.
(405) Second, in the Notifying Party’s view, in the overall filtration market, the
        Transaction will not have any appreciable effect on competition. Metso Minerals’
        equipment will not significantly strengthen Outotec’s position. The Notifying Party
        argues that post-Transaction the combined entity will continue to be constrained by a
        large number of competitors that are able to effectively compete, including on
        price.391
(406) The Notifying Party considers that FLSmidth and Outotec are the market leaders in
        filtration equipment for the mining industry, followed by a large group of global
        competitors. Regional competitors, including Chinese competitor Jingjin, are also
        gaining a global reach and are very price competitive.392
(407) The Notifying Party submits that vertical plate filters are the most common type of
        pressure filters sold to the mining industry and that all competitors listed at Table 6
        above offer such products.393
(408) Third, the Notifying Party argues that the Parties are not close competitors.
        According to the Notifying Party, in the overall filtration market, Outotec has a
        broad portfolio of filtration equipment, whereas Metso Minerals has a more limited
        offering. Other competitors supply a wider range of filters, for example, FLSmidth
        has an offering closer to that of Outotec.394
389 Form CO, paragraphs 727-732.
390 Form CO, paragraphs 733-739.
391 Form CO, paragraphs 720 and 725.
392 Form CO, paragraph 721.
393 Response to RFI 20 of 24 April 2020, question 16.
394 Form CO, paragraph 761.
                                                      75
 ---pagebreak--- (409) The Notifying Party considers that Metso Minerals is not an important competitive
        force above and beyond its (limited) market position. In particular, […].395
(410) Fourth, the Notifying Party submits that there are no significant barriers to enter the
        market for filtration equipment for the mining industry as evidenced by recent
        examples. The Notifying Party refers to Diemme, which has manufactured filters for
        water treatment applications, but began supplying the mining industry. Other
        competitors who have recently entered the mining industry based on their prior
        activities in water treatment applications include Matec, Lasta, Diefenbach and
        Evoqua (formerly Siemens filtration).396 The Parties also face new market entries
        from component/aftermarket suppliers, such as filter cloth manufacturers.397
(411) Fifth, the Notifying Party considers that, as with grinding and flotation equipment,
        filtration equipment is largely sourced via highly competitive bidding processes,
        where the Parties will continue to face sophisticated purchasers (mining companies)
        and highly specialized EPC companies that enjoy significant buyer power.398
6.8.3. Commission’s assessment
(412) The Commission considers that, for the reasons set out below, the Transaction does
        not raise serious doubts as to its compatibility with the internal market as a result of
        possible horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in the market for the supply of filtration
        equipment for the mining industry and its possible segmentations.
(413) First, the Parties’ combined market share remains limited in all plausible
        segmentations (i.e., the overall market for filtration capital equipment for the mining
        industry, pressure filters and vertical plate filters). In the overall market for filtration
        equipment for the mining industry, the Parties’ combined market share is [20-30]%
        at a global level, with a small increment ([5-10]%) added by Metso Minerals. The
        combined entity’s share of the possible pressure filters market does not materially
        differ from its market share in the overall filtration equipment market. Even in the
        narrowest plausible market for vertical plate filters, the Parties’ market share remains
        moderate (around [30-40]% at a global level, see paragraph 399). The increment
        brought by the Transaction remains below [5-10]% also in this possible market.
(414) Second, Metso Minerals is not Outotec’s closest competitor with regard to the
        overall supply of filtration equipment. The market investigation provided mixed
        results as to whether Outotec and Metso Minerals compete head-to-head in this
        space.399 On the one hand, a majority of respondents to the market investigation
        considers that Outotec and Metso Minerals’ compete closely.400 On the other hand,
        however, the results of the market investigation, indicate that Outotec’s closest
        competitor is FLSmidth and that Andritz and Diemme are also considered as close
        competitors to Outotec, on par with Metso Minerals. Furthermore, customers
        indicate that Metso Minerals’ offering is much more limited, while Outotec is a
395 Response to RFI 19 of 10 April 2020, question 8.
396 Form CO, paragraph 772.
397 Form CO, paragraph 774.
398 Form CO, paragraph 775.
399 Q1, replies to question 93; Q2, replies to question 83.
400 Q2, replies to questions 85 and 85.1.
                                                            76
 ---pagebreak---         leading supplier with a broad portfolio.401 In that respect, respondents to the market
        investigation indicate that Metso Minerals is not an important player in filtration, as
        it offers types of filters for which there are a number of similar manufacturers.402
        Some customers thus indicate that Metso Minerals is not invited to participate in
        their tenders, while others explain that Metso Minerals does not participate in every
        project due to its limited offering.403
(415) In addition, and despite the limitations in the Parties’ bidding data presented in
        Section 6.2.2 above, the bidding data suggest that Metso Minerals does not appear as
        Outotec’s closest competitor in the possible market for pressure filters. Outotec’s
        most frequent competitor in terms of tendered value was […] of common tendered
        value with Outotec, followed by […] in the period 2013-2019. The largest won value
        share of these tenders among Outotec’s competitors was won by […]. Furthermore,
        winners of […] of the awarded value in tenders in which Outotec participated have
        not been recorded in the Parties’ dataset, hence further understating the winning rates
        of Outotec’s competitors other than Metso Minerals. Moreover, […].
(416) The Parties’ internal documents also confirm that Outotec and Metso Minerals are
        not each other’s closest competitors. Outotec refers to […].404 In its internal
        documents, Metso Minerals […].405 In particular, with regard to filtration equipment,
        Metso Minerals considers that, other than Outotec, […] are its main competitors and
        have a stronger market position than itself.406
(417) Therefore, on balance, the Commission considers that Outotec and Metso Minerals
        are not close competitors in the market for filtration equipment.
(418) Third, the results of the market investigation confirm that, post-Transaction, there
        will remain sufficient alternative suppliers to maintain a similar level of competition
        in the market for the supply of filtration equipment in the mining industry and its
        possible segmentations.407 In addition to FLSmidth, Diemme and Andritz,
        respondents to the market investigation consider that Jingjin, Ishigaki, Tenova,
        Matec are also credible competitors. Customers also mention local suppliers of
        filtration equipment such as BHS, Bokela, and Diefenbach.408
(419) Even within the narrowest possible market in which the Parties’ activities overlap,
        i.e., vertical plate filters, several credible alternative suppliers will continue to exert a
        competitive constraint on the combined entity. The Parties’ main competitors in
        vertical plate filters are FLSmidth, Andritz, Diemme. Based on the Notifying Party’s
        submission, all players listed at Table 6 are also present in this possible market and
        compete with the Parties.409 The market investigation also confirms that there are
        credible alternative suppliers in this possible market. According to a customer that
401 Q2, replies to questions 83 and 83.1.
402 Q2, replies to question 84.1.
403 Q2, replies to question 83.1.
404 […].
405 […].
406 […].
407 Q1, replies to questions 97 and 97.1; Q2, replies to questions 87 and 87.2.
408 Q1, replies to questions 94, 94.1, 95 and 95.1; Q2, replies to questions 84, 84.1, 85 and 85.1.
409 Response to RFI 22 of 28 April, question 3.
                                                           77
 ---pagebreak---          responded to the market investigation, for Metso Minerals’ more limited offering,
         “there are a number of similar manufacturers”.410
(420) Moreover, a majority of customers that responded to the market investigation would
         consider inviting Chinese suppliers to bid for the provision of filtration equipment.411
         For example, some customers explain that Jingjin is a frequent bidder in their
         tenders.412
(421) Fourth, a majority of customers considers that there are no substantial barriers to
         enter the market for filtration equipment.413 Reputation and a proven track record are
         nevertheless listed by some as factors liming potential entry, also considering that
         the mining industry is conservative with some specific requirements for the
         equipment.414
(422) The results of the market investigation indicate that customers sponsor entry in the
         market for filtration equipment. For example, a customer has a partnership with a
         Chinese supplier to develop an alternative to replace the ceramic plate currently
         supplied by Outotec.415 Boliden and Metso Minerals had a joint partnership dating
         back to 1980s to develop new pressure filter technology, which “later on became
         world leading”.416
(423) Finally, the vast majority of customers that responded to the market investigation
         consider that the Transaction will have a neutral impact on the intensity of
         competition in the market for the supply of filtration equipment and its plausible
         segmentations (i.e., the overall market for filtration capital equipment for the mining
         industry, pressure filters and vertical plate filters). While a majority of competitors
         indicate that the impact of the Transaction will be negative, respondents did not
         submit any further elements substantiating their views.417
(424) Based on the above, the Commission considers that the Transaction would not
         significantly impede effective competition in the internal market or in the EEA by
         giving rise to horizontal non-coordinated effects, in particular through the creation or
         strengthening of a dominant position, in the market for the supply of filtration
         capital equipment (and possible segmentations) for the mining industry
410 Q2, reply to question 85.2.
411 Q2, replies to question 86.
412 Q2, replies to question 86.1.
413 Q2, replies to questions 88 and 88.1.
414 Q2, replies to question 88.1.
415 Q2, reply to question 86.1.
416 Q2, replies to question 89.
417 Only one competitor put forward substantiated views. According to this competitor, Outotec and Metso
    Minerals are close competitors. The respondent further considers that, as a result of the Transaction, the
    combined entity will become dominant in the EEA and especially in Northern Europe thus making it more
    difficult for small local players active in the Nordic countries such as Flowrox to compete. However, the
    Commission takes note of the fact that the geographic scope of the market for the supply of filtration
    equipment is global as confirmed by the results of the market investigation. Therefore, the Commission
    carried out the competitive assessment on that basis.
                                                           78
 ---pagebreak---  ---pagebreak---          increment brought about by Metso Minerals’ very limited activities is very low ([0-
         5]%).421
(430) Second, the Notifying Party considers that the aftermarkets for filtration equipment
         are much more competitive than the capital equipment market. According to the
         Notifying Party, this illustrates the fact that the aftermarkets for minerals processing
         equipment are not captive. In that respect, the Notifying Party submits that Metso
         Minerals’ sales share for spare parts for its own filtration installed base is low at
         around [30-40]% ([20-30]% for filter cloth), while Outotec’s share regarding spare
         parts for its own filtration installed base is approximately [30-40]% during the period
         2014-2018. Moreover, Outotec’s filtration spare part sales are […].
(431) Third, in the Notifying Party’s view, warranties have had a limited effect on
         filtration aftermarkets, not least because the warranty period is generally very limited
         ([…] months from delivery and […] months from commissioning, whichever expires
         first). According to the Notifying Party, as soon as the initial warranty period
         expires, the customers have incentives to explore and source from third parties, for
         example for costs reasons, lead time, etc.422
6.9.3. Commission’s assessment
(432) The Commission considers that for the reasons set out below the Transaction does
         not raise serious doubts as to its compatibility with the internal market with respect
         to non-coordinated horizontal effects in the filtration aftermarket and possible
         segmentations thereof.
(433) First, the Transaction does not give rise to a horizontally affected market in relation
         to any filtration aftermarket as the combined entity’s market share remains below
         [10-20]% (at around [10-20]%) overall as well as under any plausible segmentation
         (i.e. filtration spare parts and services).423 In addition, Metso Minerals’ sales related
         to third-parties’ installed base are non-significant, below [0-5]% for filter cloth
         (spare parts).
(434) Second, the Parties’ activities for the provision of spare parts and services for their
         own installed base, remain limited (i.e., Outotec and Metso Minerals provide
         aftermarket products only to around […]% of their installed base).424 In that regard,
         few customers indicate that they procure filtration aftermarket parts and services
         directly from the capital equipment suppliers after the warranty period.425
(435) Furthermore, based on the results of the market investigation,426 the Commission
         considers that the findings set out at paragraphs 347 to 349 with respect to grinding
421 Form CO, paragraph 795.
422 Form CO, paragraph 798.
423 The attribution of Metso Minerals’ un-allocated service labour revenue related to filtration aftermarkets
    would not significantly change the Parties’ combined market share, as Metso Minerals’ share would
    remain at around [0-5]% (Form CO, footnote 779).
424 See paragraph 429 of the present decision. Metso Minerals’ sales share for spare parts for its own filtration
    installed base at around [30-40]% ([20-30]% for filter cloth), while Outotec’s share regarding spare parts
    for its own filtration installed base is approximately [30-40]% during the period 2014-2018.
425 Q2, replies to question 99.1 and 102.1 .
426 Q1, replies to questions in Section D.2.; Q2, replies to questions in Sections B.1.5. and D.2.
                                                            80
 ---pagebreak---         aftermarkets, regarding the customers’ possibility to choose between a large range of
        third-party suppliers (i.e., different from the capital equipment supplier), similarly
        apply to filtration aftermarkets.
(436) Finally, overall, respondents to the market investigation do not raise any concerns
        related to the provision of filtration spare parts, wear parts and services by the
        combined entity.
(437) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market or in the EEA, by
        giving rise to horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in relation to the aftermarket(s) for filtration
        equipment.
6.10. Iron ore pelletizing capital equipment
(438) As mentioned in Section 5.1.4., the Parties only overlap as regards straight grate iron
        ore pelletizing equipment globally. Unlike Metso Minerals, Outotec does not offer
        grate kiln iron ore pelletizing equipment.427
6.10.1. Market shares
(439) Based on McKinsey estimates, the overall market for the supply of iron ore
        pelletizing equipment will be affected at the global level, with a Parties’ combined
        market share of [30-40]%, as shown in the table below. The increment will be
        limited, as Metso Minerals’ market share in value (in value) remains at [0-5]%.428
427 Form CO, paragraphs 825 and 826. Although Metso Minerals’ product portfolio includes grate kiln
    equipment, the company has not sold such equipment for […] years (Form CO, paragraph 1172).
428 Form CO, paragraph 838. The Parties’ combined market share does not materially differ when considering
    the period 2014-2019 ([30-40]%, of which [20-30]% for Outotec and [5-10]% for Metso Minerals,
    response to RFI 20, 24 April 2020, question 4.b.).
                                                       81
 ---pagebreak---  ---pagebreak---          mentioned, the Parties’ activities do not overlap in the potential market for the
         supply of grate kiln iron ore pelletizing equipment.434
(443) The Parties’ main competitors in the market for iron ore pelletizing equipment (and
         possible segmentations, i.e., straight grate iron ore pelletizing equipment and grate
         kiln iron ore pelletizing equipment) include Sinosteel (China), Uralmash (Russia),
         Kobelco (Japan), Primetals (United Kingdom) and Nothern Heavy Industries Group
         Co (NHI – China).
(444) Sinosteel, based on the Parties’ estimates, is the number two player globally in iron
         ore pelletizing, after Outotec.435 Uralmash provides iron ore pelletizing equipment in
         Asia, Europe and Middle-East.436 Kobelco provides grate kiln pelletizing process
         worldwide, and also bids for straight grate projects (in India and Iran).437 Northern
         Heavy Industries Group Co (NHI – China) is a group of five state-owned enterprises
         offering a range of mining equipment including traveling grate machines.438
         Primetals (United Kindgom), founded in 2013 by Siemens, Mitsubishi and partners,
         offers circular pelletizing design based on the straight grate technology.439
6.10.2. The Notifying Party’s views
(445) The Notifying Party submits that the Transaction is unlikely to give rise to horizontal
         non-coordinated effects in the market for the supply of iron ore pelletizing
         equipment (and its possible segmentations) for the reasons set out below.
(446) First, although the combined entity’s market share exceeds [30-40]% in value on a
         global basis, the Transaction will result in a very limited increment stemming from
         Metso Minerals’ low market share ([0-5]%) for the period 2014-2019. The Notifying
         Party explains that […].440
(447) In addition, the Notifying Party submits that assessing the combined entity’s market
         position on the basis of its installed capacity (where Metso Minerals’ share amounts
         to [20-30]%) is not relevant to evaluate its post-Transaction market power. Indeed,
         the vast majority of Metso Minerals’ installed capacity in straight grate and grate
         kilns was installed in the 1980s and the 1990s.441 In the Notifying Party’s view, this
         historical position should be contrasted with the more recent performance of Metso
         Minerals, whose market share is of [0-5]% over the 2014-2018 period.
(448) Second, the Notifying Party states that the combined entity will face competition
         from several large global suppliers, such as Uralmash, Sinosteel, Kobelco and NHI.
         In addition, recent global entrants in the pellet plant market will continue to
434 Outotec does not offer grate kiln. In any case, […].
435 Form CO, paragraphs 846 and 847.
436 Form CO, paragraphs 849 to 851.
437 Form CO, paragraph 856.
438 Form CO, paragraphs 858 to 860.
439 Form CO, paragraphs 861 to 864.
440 With the recent exception of […].
441 […]% of Metso Minerals’ installed capacity in grate kilns was installed in the 1990s or before (almost
    […]% before the 1980s) and approximately […]% of the straight grate installed capacity was installed in
    the 1990s and before (approx. […]% in the 80s and before). RFI 19, paragraph 11.
                                                         83
 ---pagebreak---         constrain the combined entity, such as Primetals or Paul Wurth.442 In addition, the
        Notifying Party cites a variety of local competitors, such as Jiangsu Honda (China),
        Gang Engg, and VT Corp (India), Stemcor (United Kingdom), Mecon (India), SAIL
        (Steel Authority India Ltd. - India).443
(449) Third, the Notifying Party states that, due to its relatively weak market position,
        Metso Minerals exerts only a limited competitive constraint on Outotec. In that
        regard, the Notifying Party states that Outotec, when winning a tender, typically
        faces a number of bidders, including Uralmash, Kobelco, Primetals, Sinosteel, and
        Paul Wurth,444 and that the Parties’ are not each other’s closest competitors.
(450) Fourth, the Notifying Party states that iron ore pelletizing equipment are, like other
        mineral processing equipment, submitted to highly competitive bidding processes
        involving sophisticated customers and specialised engineering companies that enjoy
        significant buyer power. It further states that, regarding iron ore pelletizing, the total
        number of projects is very low compared to the total number of mining projects (as
        not every mine has a pelletizing plant). In the Notifying Party’s view, given the
        limited number and the large scale of pelletizing plant projects, tenders are typically
        particularly competitive. This materializes by starting the bidding process with a
        long list of suppliers (up to five), which is then narrowed down by customers to a
        shortlist of two or three final bidders.445
(451) Considering the competitive process, the Notifying Party states that previous sales
        successes are no indication of the competitive conditions for future pelletizing plants
        projects, […].446 Moreover, the Notifying Party submits that tenders are particularly
        price-competitive in the most active regions in mining business, including China,
        India and Russia. The Notifying Party estimates that local Indian and Chinese
        suppliers (such as Gang Engineering, VT Corp., Sinosteel, and NHI China) offer
        iron ore pelletizing equipment at significantly lower prices (in some cases prices are
        […]% lower, depending on the scope and quality requested).447
6.10.3. Commission’s assessment
(452) The Commission considers that, for the reasons set out below, the Transaction does
        not raise serious doubts as to its compatibility with the internal market as a result of
        possible horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in the market for the supply of iron ore
        pelletizing equipment (and possible segmentations).
(453) The Parties’ combined market shares are only moderate. Based on the sales value for
        the period 2014-2018, the Transaction will result in a very limited increment of [0-
        5]%, stemming from Metso Minerals’ position, leading to a combined market share
        of [30-40]% (Outotec [20-30]. In light of a few awards to Metso Minerals in 2019,
        the Commission requested additional estimates, extending the period covered to
        2019, but resulting estimates do not differ materially and would not lead to a
442 Form CO, paragraph 844.
443 Form CO, paragraph 868.
444 Form CO, paragraph 870.
445 Form CO, paragraph 873.
446 Form CO, paragraph 874.
447 Form CO, paragraph 875.
                                                    84
 ---pagebreak---          different assessment (Outotec [20-30]%, Metso [5-10]%).448The Parties’ combined
         market share are higher when considering a potential market for straight grate iron
         ore pelletizing equipment for the period 2014-2018 ([40-50]%). However, the
         increment remains limited (Metso Minerals [0-5]%).449
(454) Nevertheless, in the course of the market investigation, a competitor submitted that
         the combined entity would hold a dominant position due to its important installed
         based and would benefit from a competitive advantage stemming from its portfolio,
         which includes the two most widespread iron ore pelletizing technologies globally,
         namely straight grate and grate kiln.450 In addition, a customer further submitted that
         the Parties offer leading innovative technology equipment, in terms of efficiency and
         emission level.451
(455) The Commission considers that the Transaction does not give rise to competitive
         concerns based on the below considerations.
(456) First, market share estimates based on installed base overstate the Parties’ current
         competitive position in the market for iron ore pelletizing equipment. Indeed, the
         results of the market investigation indicate that mining equipment, including iron ore
         pelletizing, have a very long lifetime, which can last several decades.452 The
         Notifying Party estimates that the combined entity’s share of installed capacity in
         iron ore pelletizing amounts to [40-50]%.453 However, as explained by the Notifying
         Party, Outotec’s and Metso Minerals’ installed base is a result of their historical
         presence in the supply of iron ore pelletizing equipment. As such, the majority of
         their plants, still currently active, have been delivered and installed several decades
         ago454 and partly relates to equipment installed by companies subsequently acquired
448 Response to RFI 20, paragraph 11.
449 The assessment for the period 2014-2019 does not significantly change the Parties’ market share
    (combined entity’s market share of [40-50]% (Outotec [30-40]%; Metso Minerals [5-10]%) (Reply to RFI
    20, paragraph 11).
450 Non-confidential minutes of call with Primetals of 25 March 2020, paragraphs 6 and 8; Q1, reply to
    question 100.1.
451 Non-confidential version of Arcelor-Mittal’s contribution of 30 April 2020.
452 Non-confidential minutes of call with FLSmidth of 11 December 2019, paragraph 9.
453 This market share is significantly lower than the one estimated by Primetals. However, the Commission
    considers that Primetals’ estimate does not provide an accurate view of the merged entity’s position. First,
    Primetals’ estimate represents installed base capacities over a 20 year period, therefore including capacity
    installed two decades ago. As a result, although this equipment may still be in use due to its long lifetime,
    this estimate reflects a historic activity and does not provide an accurate view of current competitive
    conditions for the reasons set out at paragraph 455 of this decision. Second, Primetals indicates that its
    estimate, based on data available from the Steel Institute VDEh, market information and published data in
    internet, may not be exhaustive (slide 20 for straight grate). For its own estimate of the merged entity’s
    market share of installed base capacities, the Notifying Party used WoodMac Iron Ore Long Term
    Outlook data, McKinsey’s estimates, as well as its best estimates. It includes plants that were operational
    during all or part of the period 2010-2019, irrespective of the time of their startup. In addition, the
    Notifying Party indicates that McKinsey used VDEh as one of its primary sources, among others, but
    significantly modified the list provided by this institute based on custom research to adjust for current
    situation in project timings (delays), bankruptcies, etc. (reply to RFI 25, question 1.c.).
454 For instance, […]% of Metso Minerals’ installed capacity in grate kilns was installed in the 1990’s or
    before (almost […]% before the 1980’s) and approximately […]% of the straight grate installed capacity
    was installed in the 1990’s and before (approx. […]% in the 80’s and before).
                                                            85
 ---pagebreak---         by the Parties several decades ago.455 Consequently, market shares in terms of
        installed capacity may disproportionately reflect past awards and, conversely,
        provide a limited representation of the Parties’ current position.
(457) Consequently, estimates based on installed base do not reflect the current
        competitive dynamic. In this regard, as set out at paragraph 438, the combined
        entity’s market share based on the sales value for the periods 2014-2018 and 2014-
        2019 remains moderate.
(458) Second, despite the limitations of the Parties’ bidding data presented in Section
        6.2.2. above, such bidding data suggest that Metso Minerals does not appear to be
        the closest competitor to Outotec in the potential market of straight grate
        equipment.456 […] Therefore, the bidding data is already focused on the overlap of
        the straight grate technology.
(459) Outotec most frequently competes with […] of common tendered value against
        Outotec, followed […] in the period 2010 - 2019.457 The largest won value share of
        these tenders among Outotec’s competitors was […], followed by […]. Moreover,
        […] presented significant participation rates against Metso Minerals […].
(460) Third, the combined entity will continue to face several alternative suppliers post-
        Transaction, which will maintain a similar level of competition in the market for the
        supply of iron ore pelletizing equipment and the possible straight grate equipment
        segmentation thereof. In that regard, the results of the market investigation indicate
        that major competitors such as Sinosteel, Uralmash or Kobelco are active in the
        market for iron ore pelletizing and as regards straight grate equipment specifically.458
        This result is consistent with the market share estimates provided by the Notifying
        Party, which indicate that the combined entity will face competitive pressure exerted
        by Sinosteel ([20-30]%), Kobelco ([10-20]%), Uralmash ([10-20]%) or NHI ([5-
        10]%).459 The assessment does not differ when considering a specific market for
        straight grate equipment. Indeed, the Parties’ strongest competitors are mainly active
        on that potential market and hold, during the period 2014-2019, significant market
        shares (Sinosteel around [20-30]%,460 Uralmash [10-20]% and NHI [5-10]%461). In
        this regard, the complainant customer confirms that it also procures iron ore
        pelletizing equipment (straight grate and grate kiln) from the above-mentioned
        competitors.462
(461) Fourth, contrary to claims that iron ore pelletizing would be characterised by high
        technical and commercial barriers to enter, such as prior knowledge of processing
455 For instance, Metso Minerals’ current pelletizing plants installed base mostly rely on previously acquired
    companies, like Dravo/Lurgi in 2001 (reply to RFI 19, paragraph 10).
456 Although the results of the market investigation suggest that the Parties are close competitors (Q1, replies
    to questions 100 and 100.1 ; Q2, replies to questions 90 and 90.1.).
457 The Commission notes that two smaller competitors have also competed for value of […]% with Outotec,
    however, it related solely to two large projects in India which got eventually cancelled.
458 Q1, replies to questions 101 and 102; Q2, replies to questions 91 and 92.
459 Form CO, footnote 805 and reply to RFI 20, paragraph 18.
460 Response to RFI 20, paragraph 18,
461 Response to RFI 22, paragraph 15.
462 Non-confidential version of Arcelor-Mittal’s contribution of 30 April 2020.
                                                            86
 ---pagebreak---         the ore and experience from reference plants,463 a majority of respondents to the
        market investigation indicates that there are no substantial barriers to enter the
        market for iron ore pelletizing equipment.464 Besides, several companies recently
        entered this market. Companies like Uralmash or Sinosteel have been able to
        develop straight grate technologies similar to those of the Parties. 465 The Notifying
        Party provides additional examples of other recent entrants, such as Primetals, NHI,
        Paul Wurth or Stemcor/Mecon. Some of these companies have been able to enter the
        market based on their previous know-how from adjacent industries (such as
        sintering) or experience with similar technology, as EPC providers.466
(462) Fifth, the Commission notes that the demand for iron ore pelletizing mostly concerns
        straight grate equipment, which represent almost 80% of the market.467
        Consequently, the combined entity’s offering in grate kiln product would concern
        slightly more than 20% of the overall demand.
(463) In addition, the Parties’ activities do not overlap in grate kiln, since Outotec does not
        provide such equipment. Furthermore, Metso Minerals’ portfolio, which include
        both technologies, has not contributed to strengthen its market position in the overall
        market for iron ore pelletizing. Indeed, Metso Minerals’ market share remains quite
        limited ([…]%) and its recent sales in iron ore pelletizing equipment […]468.
(464) In any event, the Commission considers that the combined entity will face sufficient
        competition in both technologies. As already mentioned for straight grate, the
        combined entity will compete with important competitors such as Uralmash and
        Sinosteel. In grate kiln, the combined entity will face competition from important
        suppliers such as Kobelco, whose market share is estimated at 15-20% at least.469
(465) Sixth, the majority of customers that responded to the market investigation or
        submitted their views to the Commission, including both large global mining
        companies and smaller operators, confirms that the Transaction would have a neutral
        impact on the intensity of competition in the market for iron ore pelletizing
        equipment.470
(466) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market, or in the EEA, by
        giving rise to horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in the market for the supply of iron ore
        pelletizing capital equipment (and possible segmentations) for the mining industry.
463 Q1, reply to question 105.1.
464 Q1, replies to question 105; Q2, replies to question 95.
465 Outotec and Metso Minerals both offer straight grate iron ore pelletizing equipment originating from a
    design developed by U.S. manufacturer Dravo in the 1950s (Form CO, paragraphs 821 and 825, reply to
    RFI 19, paragraph 1).
466 Response to RFI 19, paragraph 5.
467 Form CO, paragraph 881.
468 Form CO, paragraph 1173. Metso Minerals’ most recent sales in 2018 and 2019 […].
469 Response to RFI 22 of 28 April, questions 3.a. and 3.b.
470 Q1, replies to question 126.4 ; Q2, replies to question 114.4. It is worth noting that a majority of
    customers considers that the Transaction will have a neutral impact on the intensity of competition.
                                                           87
 ---pagebreak---  ---pagebreak---         estimates that Metso Minerals’ share for its own installed base is approximately [10-
        20]% for spare parts ([5-10]% for third-party equipment) and [0-5]% for service
        labour ([0-5]% for third-party equipment) for the period 2014-2018.475 Besides, for
        the same period, Outotec’s share for its own installed base (accounting for around
        […]% of its aftersales revenues in relation to iron ore pelletizing) is below [5-10]%
        across services and spare and wear parts.476
(472) The Notifying Party further submits that customers are free to procure aftermarket
        services from a large range of competitors beside OEMs. Competitors include the
        customers themselves, global engineering houses, specialized parts suppliers
        (including strong competition from Chinese suppliers, e.g., for pallet cars), the
        OEMs’ sub-suppliers and local suppliers.477 In addition, the Notifying Party states
        that the design of most pelletizing plants is very similar, allowing open competition
        in the aftermarkets and service segment irrespective of the make of the equipment.
        The Notifying Party further states there are generally no IP rights or other barriers
        preventing independent aftermarket suppliers from making and selling copycat spare
        and wear parts for iron ore pelletizing.478
(473) Consequently, the Notifying Party indicates that the majority of Outotec and Metso
        Minerals iron ore pelletizing installed base globally is supplied with aftermarket
        products from and services by third parties.479
6.11.3. Commission’s assessment
(474) The Commission considers that, for the reasons set out below, the Transaction does
        not raise serious doubts as to its compatibility with the internal market with respect
        to non-coordinate horizontal effects in any aftermarket(s) for iron ore pelletizing
        equipment, including its possible segmentations.
(475) First, the Transaction does not give rise to a horizontally affected market in relation
        to the iron ore pelletizing aftermarket, as the combined entity’s market share
        (between [0-5]% and [0-5]%) will remain well below [10-20]% under any possible
        segmentation.480 In addition, Metso Minerals’ sales of parts to other OEM’s
        equipment are negligible (less than €[…] annually).481
(476) Second, the Parties’ share for the provision of spare parts, and services for their own
        installed base, remain limited (Metso Minerals: around [10-20]% for spare parts and
        [0-5]% for service labour; Outotec: below [5-10]% across services and spare
        parts).482
475 Form CO, paragraph 894.
476 Form CO, paragraph 898.
477 Form CO, paragraph 898.
478 Form CO, paragraph 899.
479 Form CO, paragraph 902.
480 Response to RFI 24, 1 May 2020, question 2. The attribution of Metso Minerals’ un-allocated service
    labour revenue related to iron ore pelletizing aftermarkets would not significantly change the Parties’
    combined market share, as Metso Minerals’ share would remain below [0-5]% (Form CO, footnote 860).
481 Form CO, footnote 858. The Notifying Party further states that Outotec supplies re-engineered parts for
    competitors’ straight grate plants outside the EEA.
482 Form CO, paragraph 898.
                                                        89
 ---pagebreak--- (477) Furthermore, based on the results of the market investigation,483 the Commission
        considers that the findings set out at paragraphs 347 to 349 with respect to grinding
        aftermarkets, regarding the customers’ possibility to choose between a large range of
        third-party suppliers (i.e., different from the equipment supplier), similarly apply to
        flotation aftermarkets.
(478) Finally, overall, the results of the market investigation do not raise any concerns
        related to the provision of flotation spare parts and services by the combined entity.
(479) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market, or in the EEA, by
        giving rise to horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in relation to aftermarket(s) for iron ore
        pelletizing equipment.
6.12. Other capital equipment markets
6.12.1. Market shares
(480) The Transaction gives rise to horizontally affected markets in the following possible
        markets: (i) crushing, (ii) LIMS (a possible market based on segmentation of the
        overall market for magnetic separation), (iii) sedimentation, and (iv) fluid bed
        technologies for lithium and clay calcining (a possible market based on segmentation
        of the overall calcining and roasting market).484
(481) As regards crushing, Metso Minerals’ market share is around [20-30]% in the period
        2014-2018 at a global level. Outotec’s activities in relation to crushing are very
        limited and its market share is estimated at below [0-5]% for the same period. The
        Parties’ main competitors in the possible market for crushing are FLSmidth ([10-
        20]%), thyssenkrupp ([10-20]%), Sandvik ([5-10]%), Tenova ([5-10]%), Weir ([0-
        5]%), and CITIC ([0-5]%).
(482) As regards the possible market for LIMS, Metso Minerals’ market shares is around
        [20-30]% in the period 2014-2018 at a global level. Outotec’s activities (selling of
        rebranded third party equipment) are very limited and its market share is estimated at
        below [5-10]% for the same period. The Parties’ main competitors in the possible
        market for LIMS are Eriez ([30-40]%), Stearns ([10-20]%), Steinert ([10-20]%),
        Malvern ([5-10]%), and BGRIMM ([5-10]%).485
(483) In the possible market for sedimentation, Outotec’s market share is around [10-20]%
        in the period 2014-2018 at a global level, while Metso Minerals’ market share
        remains below [0-5]% for the same period. The Parties’ main competitiors in the
        possible market for sedimentation are FLSmidth ([30-40]%), WesTech ([5-10]%),
        Tenova ([5-10]%), Roytec, and Andritz.486
483 Q1, replies to questions in Section D.2.; Q2, replies to questions in Sections B.1.5. and D.2.
484 In all remaining markets (and possible segmentations) set out in Section 5.1.5., the combined entity’s
    market share will remain below [20-30]%. Therefore, the Commission will not further assess these
    markets in Section 6.12.3 of this decision.
485 Form CO, paragraph 962.
486 Form CO, paragraph 976.
                                                            90
 ---pagebreak--- (484) In the possible market for fluid bed technologies for lithium and clay calcining, the
        combined entity’s market share in the period 2014-2018 is estimated at around [20-
        30]% at a global level, with a very limited increment added by Outotec (below [0-
        5%]). FLSmidth is main competitor in this market with a market share around [10-
        20]%. Other competitors, including local and regional suppliers together account for
        the remaining [60-70]% of the market.487
6.12.2. The Notifying Party’s views
(485) The Notifying Party submits that the Transaction will not raise concern in the
        markets for crushing, magnetic separation, sedimentation, calcining and roasting
        (and any possible market segmentation, i.e., LIMS and fluid bed technologies for
        lithium and clay calcining).
(486) In that regard, the Notifying Party indicates that the combined entity’s market share
        in any of these market remains moderate with a very limited increment (below [0-
        5]%).488 The Notifying Party further states that the combined entity will continue to
        face a sufficient number of alternative suppliers in each of the markets. 489 In
        addition, the Notifying Party considers that the Parties’ activities overlap only to a
        limited extent in the markets for crushing and magnetic separation because Outotec
        does not offer proprietary equipment and does not offer such equipment on a
        standalone basis.490
6.12.3. Commission’s assessment
(487) The Commission considers that the Transaction does not raise doubts as to its
        compatibility with the internal market with respect to non-coordinated horizontal
        effects, in particular through the creation or strengthening of a dominant position, in
        the possible markets for (i) crushing, (ii) LIMS (a possible market based on
        segmentation of the overall market for magnetic separation), (iii) sedimentation, and
        (iv) and fluid bed technologies for lithium and clay calcining for the following
        reasons.
(488) First, the combined entity’s market share remains limited and the increment brought
        by the Transaction is very small (below [0-5]% in all horizontally affected markets).
(489) Second, the combined entity will continue to face several alternative suppliers post-
        Transaction in all markets concerned, which will maintain a similar level of
        competition in the market (see paragraphs 481-484).
(490) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market by giving rise to
        horizontal non-coordinated effects, in particular through the creation or
        strengthening of a dominant position, in the market for the supply of crushing,
        LIMS, sedimentation, and fluid bed technologies for lithium and clay calcining.
487 Form CO, paragraph 994.
488 Form CO, paragraph 907.
489 Form CO, paragraphs 916, 934, 936, 962, 963, 976, 994, 995, 996, 1005 and 1016.
490 Form CO, paragraphs 909, 928, 955, 1000 and 1015.
                                                       91
 ---pagebreak--- 6.13. Manufacturing of equipment for the mining industry
(491) As explained in Section 4.4., the Parties operate under a so-called “asset-light”
        business model. This means that neither Metso Minerals nor Outotec have their own
        production capabilities for their core (large) minerals processing equipment, with
        some limited exceptions.491 Instead, both Parties outsource the production of the
        equipment (i.e., the required mining components) and parts to mining equipment
        manufacturers.
(492) As explained in Sections 6.4. to 6.11., the Commission considers that the combined
        entity would not hold a dominant position on the markets for the supply of mining
        capital equipment and aftermarkets.
(493) Nevertheless, in the course of the market investigation, a competitor submitted that
        the combined entity would enjoy sufficient buying power in the upstream markets
        for the manufacturing of equipment for the mining industry and aftermarkets such
        that it would have the ability to limit competing suppliers’ access to the necessary
        inputs from mining equipment manufacturers. Consequently, the Notifying Party’s
        competitors would not be able to provide mining equipment on the downstream
        markets for the supply of such equipment. The complainant submits that the
        combined entity would use its market power on the downstream markets for the
        supply of mining equipment to incite upstream mining equipment manufacturers not
        to provide mining equipment to its competitors, including the complainant.
(494) However, the results of the market investigation show that the functioning of the
        market for the manufacturing of mining equipment will prevent the combined entity
        from limiting its competitors’ access to the necessary input from equipment
        manufacturers.
(495) In that regard, a large majority of manufacturers indicates that supply agreements
        between the equipment manufacturers and suppliers typically do not include
        exclusivity provisions492 nor provisions for volume/amount commitments (in terms
        of supply or purchase).493 In addition, a vast majority of mining equipment
        manufacturers indicates that the Parties represents less than a third of their overall
        revenues.494 Even if some manufacturers submit that the proportion of their revenues
        achieved with the Parties is higher when considering the provision of mining
        equipment only,495 they further explain that the provision of mining equipment to the
        Parties is not steady throughout the years, depending on the overall market
        development in the mining business and the success of the different suppliers in
        winning individual projects.496
(496) Overall, a large majority of respondents considers that their company would still be
        able to sell mining equipment and spare/wear parts to suppliers other than the
        combined entity after the transaction, considering in particular the existence of a
491 Outotec only has four production facilities (three in Finland and one in China), see Form CO, paragraph
    1064.
492 Q4, replies to questions 11 and 16.
493 Q4, replies to questions 12 and 17.
494 Q4, replies to question 8.
495 Q4, replies to question 8.
496 Q4, replies to question 8.1.
                                                          92
 ---pagebreak---         sufficient demand stemming from the Parties’ competitors.497 Also, a majority of
        mining equipment manufacturers submits that the combined entity would not be able
        to impose exclusivity agreements for equipment and spare/wear parts after the
        Transaction.498 Furthermore, a majority of respondents indicates that the combined
        entity will not be able to degrade terms and conditions for the sales of mining
        equipment and spare/wear parts after the Transaction.499
(497) Based on the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market, or in the EEA, by
        giving rise to horizontal non-coordinated effects, in particular through the creation or
        strengthening of buying power in the markets for the manufacturing of equipment
        for the mining industry.
6.14. Conglomerate effects
(498) The Transaction creates potential conglomerate relationships between the Parties
        given the complementarity between their offerings. In particular, post-Transaction,
        the combined entity may have the ability and incentive to increase its bundled sales
        of: (i) comminution and beneficiation equipment (i.e. supplying a “full line” of
        equipment for the mining industry); (ii) equipment and aftermarket services, spare
        and wear parts; (iii) engineering services and equipment.
6.14.1. The Notifying Party’s views
6.14.1.1. Bundles of equipment
        As regards ability
(499) The Notifying Party submits that the combined entity will not have the ability to
        foreclose its rivals through any bundling strategies500 for the reasons set out below.
(500) First, the Notifying Party submits that the combined entity will lack sufficient
        market power in each type of mining equipment.501 Furthermore, in the Notifying
        Party’s view, customers do not view the Parties’ products as particularly important
        and there are sufficient alternatives for each of the Parties’ offerings.502
(501) Second, the Notifying Party argues that any potential conglomerate effects by
        bundling different types of equipment are excluded where a customer purchases only
        one type of equipment. In this regard, the Notifying Party states that customers
        rarely run joint tenders for the supply of two (or more) of grinding, filtration,
        flotation and/or pelletizing equipment (i.e., this only occurred in […] for the period
497 Q4, replies to questions 19, 21 and 21.1.
498 Q4, replies to question 20.
499 Q4, replies to questions 22 and 22.1.
500 The Notifying Party submits that in the case of minerals processing equipment, technical tying is not a
    viable option because each mining project is different, i.e., not every mine requires the same
    type/size/sequence of equipment, and there are no interoperability issues between different types of
    minerals processing equipment. (See Form CO, paragraph 1032).
501 Form CO, paragraphs 1024-1025.
502 Form CO, paragraph 1029
                                                       93
 ---pagebreak---         2013-2019503). In addition, based on the Parties’ bidding data, in the majority of
        projects covering more than one type of equipment, each type of equipment was
        sourced through a separate tender process. 504
(502) The Notifying Party further submits that tenders typically limit the ability of the
        combined entity to bundle equipment. Tenders are often carried out by large and
        sophisticated engineering companies with significant market insight. In addition,
        tender specifications limit the ability of suppliers to bundle different equipment if
        this would fall outside the scope of the tender.505 The Notifying Party further argues
        that there is no history of bundling in areas where Outotec has a relatively strong
        position (e.g., flotation, filtration, and iron ore pelletizing)..506
(503) Third, the Notifying Party considers that there are no significant economies of scale
        such that rivals’ competitiveness would not decrease even if they lost sales due to an
        increase in the Parties’ bundled sales. Furthermore, according to the Notifying Party,
        a bundling practice cannot have a lasting character given that mines are typically
        one-off projects without continuous repeat orders and technical specifications change
        between the time of the original orders and expansions/replacements.507
(504) Fourth, the Notifying Party considers that the Parties’ competitors will have the
        ability to deploy effective and timely counter-strategies. The Notifying Party
        explains that other suppliers such as FLSmidth (offering a broad mining equipment
        portfolio) can respond to any bundling attempts by offering a similar bundle, while
        other suppliers could enter into ad hoc partnerships/consortia to replicate the
        bundle.508 The Notifying Party further considers that competitors can defeat
        bundling strategies by differentiating themselves through innovation, price or
        customer proximity.509
        As regards incentive
(505) According to the Notifying Party, the combined entity will not have an incentive to
        force bundles of equipment on customers seeking to procure individual equipment as
        such strategy is likely to result in loss of sales and will thus be unprofitable.510
        As regards effects
(506) The Notifying Party considers that any hypothetical attempts of the combined entity
        to increase its bundled offerings will not lead to any reduction in actual or potential
503 Estimates based on the Parties’ bidding data.
504 Form CO, paragraphs 1027-1028.
505 Form CO, paragraphs 1035-1036.
506 Form CO, paragraph 1030.
507 Form CO, paragraphs 1031-1032.
508 The Notifying Party provides examples of Chinese consortia that employs such a strategy and other
    competitors such as Andritz and Weir Minerals that have entered into a long-term strategic cooperation
    agreement to offer joint tailing solutions.
509 Form CO, paragraph 1033-1034.
510 […]. See Form CO, paragraphs 1037-1039.
                                                      94
 ---pagebreak---         rival’s ability or incentive to compete since competitors and customers could easily
        defeat it.511
6.14.1.2. Other types of bundles
(507) The Notifying Party submits that the analysis at paragraphs 499-506 applies mutatis
        mutandis to other possible bundles listed at paragraph 498.
(508) With regard to the possible bundles of mining equipment and aftermarket services,
        spare and wear parts, the Notifying Party submits that while many RFQs already
        include some aftermarket products, the duration of such requests is typically limited
        to the warranty period (around two years). It argues that there is very limited scope
        for bundles concerning equipment and aftermarket products after the warranty period
        has expired as customers generally procure such aftermarket services, spare and
        wear parts separately from mining equipment. This is demonstrated by the Parties’
        limited market shares on their own installed base in the aftermarkets for each
        grinding, flotation, filtration, and iron ore pelleting equipment.512
(509) The Notifying Party further argues that it will not have the ability or incentive to
        increase bundled sales of mining equipment and aftersales services, spare and wear
        parts by extending the duration of the warranty period. According to the Notifying
        Party, extending the warranty period carries risks for suppliers, because, at the time
        of the equipment tender, it is challenging to predict the future demand for
        aftermarket parts and services over the long lifespan of minerals processing
        equipment.513
(510) The Notifying Party further explains that the industry standard warranty period of up
        to 24 moths coincides with the warranty periods that component manufacturers grant
        to the suppliers. In order to extend the warranty period for mining companies,
        suppliers need to negotiate a similar extension with component suppliers, who will
        likely apply an additional charge or deny an extension.514
(511) With regard to a possible bundle between EPC services and the provision of
        equipment, the Notifying Party submits that Outotec’s EPC activities are very
        limited. The Notifying Party argues that the combined entity will not have the ability
        to foreclose competitors because customers are reluctant to rely on mining
        equipment suppliers to act as EPCs and prefer to involve an independent player in
        order to ensure the most competitive outcome of the tender process. According to the
        Notifying Party, the combined entity will not have an incentive to increase the sale
        of any possible bundles of engineering services and equipment because EPC services
        are not the Parties’ core activity and they do not have the technical resources to take
        on EPC projects (other than in very limited instances).515 Furthermore, any attempt
        to significantly increase the Parties’ presence in this market could lead to
511 Form CO, paragraph 1039.
512 Form CO, paragraph 1041.
513 Form CO, paragraph 1041.
514 Response to RFI 19 of 10 April 2020, question 10.
515 Form CO, paragraphs 1042-1058.
                                                      95
 ---pagebreak---         corresponding losses in the equipment market if EPC companies turn to the Parties’
        competitors as a result.516
6.14.2. Commission’s assessment
(512) For the reasons stated below, the Commission considers that the combined entity
        will not have the ability and incentive to foreclose competitors by bundling and tying
        different types of equipment and/or services. Even if the combined entity engaged in
        a strategy to foreclose rivals though bundling, such a strategy would not have a
        significant detrimental effect on competition.
6.14.2.1. Bundles of capital equipment
        As regards ability
(513) First, the Commission considers that the combined entity does not have a sufficient
        degree of market power to leverage its position in the supply of any type of mining
        equipment (i.e., grinding, flotation, filtration, iron ore pelletizing, and any possible
        segmentations) as established in Sections 6.4, 6.6, 6.8 and 6.10 of this decision. In
        all the markets concerned, the Commission found that the Parties are not particularly
        important competitors and there are a several credible alternative suppliers.
(514) Second, the Commission considers that the combined entity is unlikely to be able to
        significantly increase its bundled sales of different types of capital equipment post-
        Transaction in light of customers’ demand patterns.
(515) In its assessment, the Commission considers that the more customers tend to buy
        both products (instead of only one of the products), the more demand for the
        individual products may potentially be affected through bundling.517
(516) The majority of customers that responded to the market investigation procures
        individual capital equipment rather than bundles of equipment.518 The results of the
        market investigation indicate that customers hold separate tenders for each piece of
        equipment they purchase, even in greenfield projects.519 In addition, the majority of
        competitors that responded to the market investigation do not offer bundles of
        equipment.520
(517) The results of the market investigation indicate that while there may be certain
        advantages of purchasing bundles of equipment (e.g., lower transaction cost, better
        price, increased technical performance and greater accountability of the vendor
        providing a complete solution),521 customers generally prefer to select individual
516 Form CO, paragraph 1058.
517 Non-Horizontal Merger Guidelines, paragraph 100.
518 Q2, replies to question 62.
519 Based on the results of the market investigation, customers organise tenders for equipment primarily in
    view of project schedules. It is thus possible that customers hold separate tenders for different types of
    equipment at the same time (mostly depending on delivery times) or gradually as the equipment becomes
    necessary. See Q2, replies to questions 64 and 64.1.
520 Q1, replies to question 114.
521 Q2, replies to question 62.2.
                                                          96
 ---pagebreak---         equipment that “best suits the process duty”.522 Respondents to the market
        investigation consider that the disadvantages of procuring a bundle of equipment are,
        inter alia, dependency on a single supplier, potential lower quality, technical
        difficulties in replacing the equipment with equipment from a different supplier
        (without a whole process redesign), and possible difficulties in obtaining aftermarket
        services for an integrated solution.523
(518) A small number of responding customers indicates that, mostly in greenfield
        projects, they purchase bundles of equipment.524 Nevertheless, the results of the
        market investigation confirm that customers seeking to procure bundles of
        equipment would typically involve EPC(M)s or system integrators 525. As explained
        at paragraph 17, under an EPC contract, the engineering company provides a
        complete solution to customers, whereby it procures equipment from suppliers of
        capital equipment. Under an EPCM contract, the engineering company, acting on
        behalf of a customer, runs tenders and engages with mining capital equipment
        suppliers.526 Generally, EPC(M)s are considered as more neutral than a supplier
        having a full-line portfolio. A small number of responding customers would
        purchase a full line of equipment from a capital equipment supplier covering the
        equipment in its portfolio.527
(519) Third, respondents to the market investigation consider that the combined entity will
        have the technical ability to respond with a bundled offer if a customer issues a
        request for a quote (RFQ) or a tender seeking to procure individual equipment.528 In
        that regard, respondents explain that Outotec’s and Metso Minerals’ products are
        rather complementary than competing, and as a result of the Transaction, the
        combined entity will cover the full range of mining capital equipment. According to
        a customer that responded to the market investigation “as such, there would be
        increased scope for the combined entity to offer a greater scope of work/service to
        bundle or package offerings”. 529
(520) However, the Commission notes that having a “broad range or portfolio of products
        does not, as such, raise competition concerns”.530 Therefore, the fact that the
        Transaction combines the complementary offerings of the Parties does not in itself
        translate into the ability to impose a bundled offering on customers seeking to
        procure individual equipment.
(521) The majority of the respondents to the market investigation considers that the
        combined entity is likely to be successful in increasing its bundled offerings.531
        However, only few respondents believe that such an increase would have a negative
522 Q2, replies to question 103.
523 Q2, replies to question 62.2.
524 Q2, replies to question 62.1.
525  A system integrator is a supplier that provides a full end-to-end solution by sourcing equipment it does
    not have in its portfolio from other suppliers of mining capital equipment. A system integrator provides
    performance guarantee for all equipment supplied to the customer.
526 Q2, replies to question 63.
527 Q2, replies to question 63.
528 Q1, replies to questions 115 and 116; Q2, replies to questions 105 and 106.
529 Q2, replies to question 105.1.
530 Non-Horizontal Merger Guidelines, paragraph 104.
531 Q1, replies to question 118.1; Q2, replies to question 107.1.
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 ---pagebreak---         impact on competition and make it more difficult for stand-alone players to compete.
        The vast majority of customers and competitors that responded to the market
        investigation considers that post-Transaction there will remain sufficient demand
        from customers procuring individual equipment.532 The results of the market
        investigation indicate that customers, including EPC(M)s, will continue to mix and
        match equipment of different suppliers “as a risk mitigation mechanism” and in
        order to select the equipment that is best suited for their applications. 533
(522) Fourth, the Commission notes that stand-alone competitors have effective and timely
        counter-strategies available in order to be able to effectively withstand a potential
        foreclosure strategy by the combined entity, as confirmed by the vast majority of
        respondents to the market investigation.534
(523) The majority of competitors and customers that responded to the market
        investigation considers that already today there are competitors who could match the
        combined entity’s bundled offering, such as FLSmidth and thyssenkrupp. In
        addition, competing stand-alone suppliers can sell their equipment to customers who
        seek to purchase a bundled offering also by engaging with EPC(M)s.535 The results
        of the market investigation also indicate that competitors could enter into
        partnerships in order to replicate the combined entity’s offering.536
        As regards incentive
(524) In light of the foregoing, the combined entity is unlikely to have an incentive to
        engage in a pure bundling or tying strategy. As explained at paragraph 516, the
        majority of customers is not interested in procuring bundles of equipment but instead
        prefers to purchase mining capital equipment on a stand-alone basis. If the combined
        entity pursued a pure bundling or tying strategy, it would risk losing sales from
        customers who prefer to mix and match equipment from different suppliers. As a
        result, some customers may cease purchasing equipment from the combined entity.
(525) It also appears unlikely that the combined entity will have the incentive to foreclose
        competitors through a mixed bundling strategy. Even if the merged entity offered
        bundles at a discounted price, given customers’ purchasing patterns such a strategy
        is unlikely to divert a large proportion of demand for individual equipment to the
        merged entity’s bundled offerings such that stand-alone players will be unable to
        compete. Moreover, a bundle does not necessary lead to a lower price. A customer
        that procured a full-line of equipment from Outotec (acting as an EPC) explains that
        “the package may have been more expensive than a solution where the prices for all
        elements are negotiated separately, […]. But the higher price also includes a more
        convenient risk allocation between Outotec and [the customer]”.537
532 Q1, replies to question 119; Q2, replies to question 108.
533 Q1, replies to question 119.1; Q2, replies to question 108.1.
534 Q1, replies to question 120; Q2, replies to question 109.
535 Q2, replies to question 109.1.
536 Q1, replies to question 120.2; Q2, replies to question 109.1.
537 Non-confidential minutes of call with AMG mineração of 13 February 2020, paragraph 13.
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 ---pagebreak--- (526) In its assessment of the likely incentives of the combined entity, the Commission
       may also take into account factors such as the type of past strategies adopted on the
       market.538
(527) Some respondents to the market investigation point out that already before the
       Transaction, the Parties had the “sole ability to provide full end-to-end solutions”
       and “a number of bundled solutions for mining and processing”. However, the
       Commission notes that the Parties’ technical ability to sell bundled offers pre-
       Transaction did not result in any material increase in their position in markets where
       their activities are more limited, as evidenced by the Parties’ stable market shares in
       the period 2014-2018.
(528) Furthermore, the Parties’ competitors such as FLSmidth and thyssenkrupp already
       today cover the full line of equipment in their respective portfolios and are able to
       offer bundles of different types of equipment to customers. In addition, customers
       have the possibility to procure bundles of equipment by engaging EPC(M)s.
       However, irrespective of the availability of these options in the market already
       before the Transaction took place, a majority of customers that responded to the
       market investigation purchases individual mining capital equipment instead of
       bundles of different equipment.
(529) In view of the above, the Commission considers that the combined entity is unlikely
       to have an incentive to engage in a foreclosure strategy through bundling or other
       exclusionary strategies.
       As regards effects
(530) In its analysis, the Commission considers that it is only when a sufficiently large
       fraction of market output is affected by foreclosure resulting from the concentration
       that the concentration may significantly impede effective competition. If there
       remain effective single-product players in either market, competition is unlikely to
       deteriorate following a conglomerate concentration.539
(531) Even if the combined entity engaged in a bundling, tying or other exclusionary
       strategy, for all the reasons set out at paragraphs 513-529, such strategy is unlikely to
       result in a significant reduction of sales prospects of stand-alone rivals in the market
       leading to a reduction in rivals’ ability or incentive to compete. As established
       above, post-Transaction there will remain a sufficient number of competitors that
       offer stand-alone mining capital equipment. Furthermore, competitors will be able to
       deploy effective and timely counterstrategies.
6.14.2.2. Other types of bundles
(532) The Commission considers that for the reasons set out at paragraphs 513-531, the
       combined entity will not have the ability and incentive to leverage its position from
       any market for the supply of capital equipment into (i) the respective aftermarkets
       (including services, spare and wear parts) and (ii) the market for EPC services by
       bundling or other exclusionary practices, for the following reasons.
538 Non-Horizontal Merger Guidelines, paragraph 109.
539 Non-Horizontal Merger Guidelines, paragraph 113.
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 ---pagebreak--- (533) With regard to the possible bundle of capital equipment and aftermarket services,
        spare and wear parts, the Commission notes that already pre-Transaction such
        bundles are widely offered by suppliers of mining capital equipment during the
        warranty period. The results of the market investigation confirm that capital
        equipment typically carries a warranty period of around 1-3 years.540 Therefore, the
        Transaction will not result in any merger-specific impact with regard to such
        bundles.
(534) On balance, the results of the market investigation indicate that the combined entity
        is unlikely to have the ability and incentive to increase its sales of capital equipment
        and aftermarket services, spare and wear parts by extending the warranty period.541
        Some customers consider that suppliers are not likely to extend the warranty or that
        an extended warranty period would increase the cost of the procured equipment.
        Others express the view that the offered warranties are not the main selection criteria
        for purchasing capital equipment. A customer responding to the market investigation
        also expresses the view that at times customers have difficulties enforcing existing
        warranties such that an extended warranty would be meaningful only if it is provided
        by a supplier with a strong track record of honouring warranties.542 Furthermore, as
        demonstrated by the results of the market investigation, after the warranty period
        expires, a majority of customers procure aftersales services, spare and wear parts
        from suppliers other than the OEM.543 This is further demonstrated by the Parties’
        limited market shares in relation to their own installed base.
(535) With regard to the possible bundle of EPC services and mining capital equipment,
        the Commission notes that, based on the Notifying Party’s submission, Outotec’s
        market share in the market for EPC services at a global level remains below [0-5]%
        in the period 2014-2018544, as also confirmed by the Parties’ bidding data. Based on
        the Notifying Party’s submission, this is due to the fact that the Parties do not have
        the resources required to act as EPCs on a larger scale.
(536) Furthermore, a customer who procured EPC services from Outotec explained that
        even under an EPC contract, customers can select the supplier of capital equipment
        and are free to change suppliers for a certain type of equipment.545 Therefore, it is
        unlikely that the combined entity will be successful in bundling its sales of EPC
        services and of its own equipment.
(537) In view of the above, the Commission considers that the Transaction would not
        significantly impede effective competition in the internal market as a result of
        possible conglomerate effects.
540 Q2, replies to questions 58.1 and 59.
541 Q2, replies to question 110.
542 Q2, reply to question 110.1.
543 Q2, replies to question 101.
544 Response to RFI 20 of 24 April 2020, question 23.
545 Non-confidential minutes of call with AMG of 13 February 2020, paragraph 12.
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 ---pagebreak--- 7.    CONCLUSION
(538) 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
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