CELEX: 32015M7625
Language: en
Date: 2015-09-07 00:00:00
Title: Commission Decision of 07/09/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7625 - ADM / AOR) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 7.9.2015
C(2015) 6241 final

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|                                                                   |To the notifying party:                                            |
|                                                                   |                                                                   |

Dear Sir, dear Madam,

Subject:    Case M.7625 - ADM/AOR
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004

    1) On 5 August 2015, the European Commission received notification of a proposed concentration pursuant to Article 4  of  Council  Regulation
       (EC) No 139/2004[1] and following a referral pursuant to Article 4(5) thereof, by  which  the  undertaking  […]*  ("ADM  UK",  the  United
       Kingdom) controlled by […]**("ADM", the United States) intends to acquire within the meaning of Article 3(1)(b) of the  Merger  Regulation
       control of the whole of the undertakings AOR NV (Belgium) and AOR Plastics NV (Belgium) (together referred to as "AOR") by way of purchase
       of shares. ADM is hereinafter referred to as "the Notifying Party" and ADM and AOR are collectively referred to as "the Parties".

       THE PARTIES

    2) ADM is a global agricultural processor and manufacturer of, among other products, vegetable oils and fats.  One  of  ADM’s  main  business
       activities in Europe is the processing and trading of oil seeds and edible oils derived from them. ADM is active  in  the  production  and
       sale of bulk refined seed oil ("BRSO") and packed refined seed oil ("PRSO").

    3) In addition, ADM has joint control of Edible Oils Limited ("EOL"). EOL is a 50/50 non full-function joint venture ultimately controlled by
       its parents ADM and Mitsubishi Corporation via their respective portfolio companies ADM Pura  and  Princes  Limited  ("Princes").  EOL  is
       active in the edible oils packaging and white fats business. It owns a refined seed oil business selling PRSO  under  the  Olivio,  Flora,
       Crisp'n'Dry and Mazola brands. It also supplies vegetable fats under the brands Cookeen and Spry Crisp'n'Dry. Princes  provides  ancillary
       services and acts as exclusive distributor of all the products sold through EOL in the United Kingdom,  Ireland,  Poland,  Austria,  Czech
       Republic, Slovakia and Hungary. ADM sells edible oils to foodservice channel, while all its sales of PRSO  into  the  retail  channel  are
       through EOL.

    4) AOR is active in packaging of refined seed oils. AOR supplies refined seed oils to retail and food service customers with  its  Oilio  and
       Coroli brands as well as, in the case of retail customers, with private labels.

       THE TRANSACTION AND THE CONCENTRATION

    5) On 26 March 2015, ADM and AOR signed a sale and purchase agreement pursuant to which ADM, through its wholly owned subsidiary ADM UK  will
       acquire all the shares of the companies which comprise AOR (namely AOR NV and AOR Plastics NV) (the "Transaction").

    6) Therefore, the proposed Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       UNION DIMENSION

    7) The operation does not have an Union dimension within the meaning of Article 1 of the Merger Regulation as it does not meet the thresholds
       set out in Article 1(2) or Article 1(3).

    8) However, on 13 May 2015 the Parties informed the Commission by means of a reasoned submission that the concentration was capable of  being
       reviewed under the national competition laws of three Member States[2] and requested the Commission to examine  it.  None  of  the  Member
       States that were competent to examine the concentration indicated its disagreement with the request for referral within  the  period  laid
       down by the Merger Regulation. The notified operation is therefore deemed to have an Union dimension according  to  Article  4(5)  of  the
       Merger Regulation.

       RELEVANT MARKETS

1 Product market definition

      The Notifying Party's arguments

    9) The Notifying Party submits that the relevant product markets for the assessment of the Transaction are: (i) the production and supply  of
       PRSO and (ii) the production and supply of BRSO.

   10) The Notifying Party argues there is an overall market for PRSO that should not be further segmented.

   11) Firstly, according to the Notifying Party, no distinction should be drawn on the basis of the seed type used in  the  production  of  PRSO
       (for instance between sunflower oils and rapeseed oils), mainly due to close supply-side substitution between the different seed oil types
       at packaging level.

   12) Secondly, the Notifying Party argues that the market should not be further segmented in relation to the end use aimed for PRSO (e.g.  deep
       frying, baking, salad dressing etc). In the view of the Notifying Party, all PRSO oils have the same properties and are suitable  for  all
       end uses. Furthermore, according to the Notifying Party, suppliers can easily switch between  production  of  PRSO  marketed  for  one  or
       another end use.

   13) Thirdly, the Notifying Party submits that no distinction should be made between the supply of PRSO to  the  retail  channel  (supermarkets
       etc.) and the foodservice channel (restaurants, cateres etc.). In this respect, the Notifying  Party  argues  that,  although  retail  and
       foodservice submarkets generally have different pack sizes, there is some cross-over in relation to 5-litre PRSO bottles, which  are  sold
       to both retail and foodservice customers. Furthermore, the Notifying Party also submits that supply-side substitution is  very  common  in
       the PRSO markets as suppliers are usually able to adapt their filling lines and change from  supplying  foodservice  customers  to  retail
       customers and vice versa. In any event, the Notifying Party provided relevant market shares also on the basis of the  distinction  between
       these two channels.

   14) Finally, the Notifying Party submits that no distinction should be drawn between  branded  and  private  label  PRSO  due  to  supply-side
       substitutability and direct price competition between branded and private label PRSO.

       The Commission's precedents

   15) In previous decisions, the Commission distinguished within edible oils and fats the following segments: (i) crude  seed  oil;  (ii)  BRSO;
       (iii) PRSO, and (iv) bakery fats[3]. It also considered that olive oils are distinct from  seed  oils[4].  Since  the  activities  of  the
       Parties overlap horizontally or are linked vertically only with respect to BRSO and PRSO, the other segments within edible oils  will  not
       be considered further in this decision.

   16) With particular regard to PRSO the Commission considered in previous cases that it was not necessary to distinguish  separate  markets  on
       the basis of different types of seeds[5]. On the other hand, sales of food products (including oils) to the retail sector was considered a
       different segment from sales to the food service sector[6].

   17) As regards the distinction between private label and branded PRSO the market investigation conducted in previous cases indicated that this
       distinction is irrelevant[7].

   18) With particular regard to BRSO the Commission left open in a previous decision the precise definition of the product market for BRSO[8].

       The Commission's assessment

   19) Firstly, in line with the Commission' previous decisions, the market investigation in this case confirmed that PRSO  and  BRSO  constitute
       distinct and separate product markets. PRSO is mostly purchased by end customers for their private use, whereas BRSO is generally used  in
       the food service and manufacturing sector[9]. Accordingly, BRSO is supplied in large quantities while PRSO is packaged in small containers
       that satisfy the needs of end-consumers. PRSO and BRSO are therefore  not  interchangeable  since,  as  reported  by  a  competitor,  "end
       customers may not have the capability of taking bulk oils"[10].

   20) Secondly, the market investigation showed that the PRSO market does not need to be further segmented on the basis of the  different  types
       of seeds (such as rape, sunflower, soybean) used in its production[11]. Market participants reported that oils  produced  using  different
       seeds are to a large extent interchangeable[12]. The market investigation has also shown that customers in most cases  would  be  able  to
       switch effortlessly between different kinds of seed oils in the event of a significant, non-transitory increase  in  prices[13].  Likewise
       suppliers would be able to switch production to new seed oil quickly and without incurring significant costs or risks[14].

   21) Thirdly, the market investigation was inconclusive as to whether PRSO aimed for different  end  uses  (e.g.  deep  frying,  baking,  salad
       dressing etc.) should be considered as belonging to separate markets. Market participants  reported  that  in  principle  oils  aimed  for
       different uses are largely interchangeable and that no major obstacles would prevent customers from switching between different  types  of
       oil following an increase in prices[15]. On the other hand the market investigation also showed that customers'  taste  plays  a  relevant
       role in determining the degree of substitutability and that some oil applications might be better performed by specific kind of  oils[16].
       In any event the Commission considers that the question whether oils intended for different end uses constitute separate  markets  can  be
       left open in this case since the Transaction would not give raise to serious doubts as to its compatibility with the internal market under
       any plausible market definition.

   22) Fourthly, in line with the Commission' previous decisions, the market investigation confirmed that the PRSO market should be segmented  by
       customer type[17]. Accordingly, sales of PRSO to the retail channel should be regarded as separate from sales to the foodservice  channel.
       This is explained by the different intended use of the product, sale channel targeted, and customers' characteristics.  The  intended  use
       (i.e. respectively sales to final consumers or food preparation) directly influences how the product is packaged, thus reducing the degree
       of substitutability between the two channels[18]. Competitors also reported differences in the competition  conditions  (prices,  rebates,
       discounts and duration of cupply contracts) between those markets[19]. Indeed, a competitor reported:  "There  are  great  differences  as
       retailers demand significant payment terms and restrictive clauses (…) [d]istribution channels tend to be easier  for  food  manufacturers
       and food service"[20].

   23) Fifthly, in line with the Commission' previous findings, the market investigation indicated that  there  are  no  substantial  differences
       between branded and private label PRSO. Market participants reported that quality and intended use do  not  vary  significantly  and  that
       customers switch between branded and private labelled PRSO[21]. Production wise, there are only minor differences between the two products
       and the only significant switching cost is the investment in brand awareness once a private label  producer  wants  to  move  towards  the
       production of branded seed oil. The Commission considers that the question of whether branded and private label PRSO constitute  different
       relevant product markets can be left open since the Transaction would not give raise to serious doubts as to its  compatibility  with  the
       internal market under any plausible market definition.

   24) In conclusion, in the light of the information available to it and in view of the outcome on  the  market  investigation,  the  Commission
       considers for the purposes of the present case and taking into account the Commission's previous case practice, that:  i)  PRSO  and  BRSO
       constitute distinct product markets, ii) PRSO sales should be segmented into separate product markets for retail  and  foodservice  sales;
       and iii) other possible segmentations can be left open as they do not ultimately influence the  competitive  assessment  of  the  proposed
       Transaction.

2 Geographic market definition

       The Notifying Party's arguments

   25) With regards to the PRSO market, the Notifying Party argues that its geographic scope should be considered as regional, namely North  West
       Europe, North East Europe and the Nordics[22]. To support this claim the Notifying Party submits that there are no major import duties  or
       trade barriers across the EEA, transport costs are relatively low in comparison with the  value  of  the  products  ([information  on  the
       proportion of transport costs as compared to the total value of the product]), suppliers do not require local business presence and  there
       are no important differences in prices between the Member States. As regards the geographic dimension of the  BRSO  market  the  Notifying
       Pary claims that it is EEA-wide.

       The Commission's precedents

   26) As regards the PRSO market, the Commission in previous decisions left open the precise definition of its geographic  scope.  However,  the
       market investigation in previous cases revealed elements indicating that supply of PRSO to the retail channel can be regarded as  national
       in scope with possible cross-border effects. For instance, competitive assessement carried out in  Cargil/Vandemoortele,[23]  related  not
       only to Belgium, but also neighbouring areas where bottling plants within a reasonable distance (at least 300km) were located.

   27) With regard to BRSO the Commission in previous decisions analysed the BRSO markets both at the EEA-wide and national  level[24].  However,
       the precise geographic market definition was left open[25].

       The Commission's assessment

   28) In the context of the market investigation conducted in this case, the majority of customers reported that they  purchase  PRSO  from  any
       supplier in the EEA and that they do not particularly value suppliers' proximity[26].  Nonetheless,  a  customer  reported  that  national
       warehouses ensure reliability in the supply and could therefore constitute a competitive advantage[27].  Still,  customers  reported  that
       from a business perspective it is reasonable to source from neighbouring countries and that they would rather source  PRSO  outside  their
       national territory than absorb a significant non transitory increase in prices[28].

   29) From a supply-side perspective, suppliers target both national and cross-border customers[29]. However, the  market  investigation  showed
       that transport cost are still relevant (i.e. around 10% of the product cost) and as, a result, proximity can considerably reduce the costs
       at which the supplier operates. Moreover, certain countries have special requirements regarding the seed employed in the  production,  the
       labelling and the packaging, hence requiring the supplier  to  adapt  its  processes  in  order  to  be  an  effective  competitor  [30]..
       Furthermore, as regards sales to the retail channel, the existence of national brands points into the direction of national markets.

   30) In the present case whether the relevant geographic market for PRSO is national or wider in scope can be left open since  the  Transaction
       would not give raise to serious doubts as to its compatibility with the internal market under the narrowest  possible  geographic  market,
       which is national.

   31) As regards BRSO, the majority of competitors sells BRSO to clients throughout the EEA regionally (that is  in  the  country  where  it  is
       produced and neighbouring Member States)[31]. Competitors who responded to the Commission’s investigation did not mention any  significant
       barriers in cross-border trade of BRSO[32].  Therefore  the  indications  available  point  to  consider  that  the  market  is  EEA-wide.
       Nevertheless, the effects of the Transaction have also been assessed at national level. Given the lack of competition concerns  under  any
       plausible scenario, the geographic market definition can be left open for the purposes of the present case.

       COMPETITIVE ASSESSMENT

   32) The Transaction gives rise to horizontal overlaps (i) in the supply of PRSO to the retail channels in North West Europe, North East Europe
       and the Nordic countries and (ii) in the supply of PRSO to retail and the foodservice channel in certain national  markets.  In  addition,
       the Transaction gives rise to vertical relationships given that ADM is a supplier of BRSO and currently supplies AOR.

1 Horizontal overlaps – Supply of PRSO

   33) In the regional markets for PRSO, the Transaction leads to affected markets only in the retail channel  in  North  West  Europe  (combined
       share of [20-30]%, with an overlap of [0-5]%) and in the Nordics (combined share of [20-30]%, with an overlap of [5-10]%)  and  only  when
       considering market shares by volume.[33]

   34) If the scope of geographic market is considered as national, the Transaction leads to several affected markets in the supply  of  PRSO  to
       both the retail and foodservice segments.

   35) As presented in Table 1 below, in the retail segment, affected markets rise in Denmark, Ireland, Sweden, the United Kingdom and Poland.

                                            Table 1 - 2014 market share in PRSO markets by volume[34]

|                                  |Denmark             |Ireland             |Sweden           |United Kingdom      |Poland              |
|Retail                            |[5-10]%             |[10-20]%            |[10-20]%         |[0-5]%              |[0-5]%              |
|AOR                               |                    |                    |                 |                    |                    |

Retail Combined |[20-30]%[35] |[60-70]%[36],[37] |[30-40]%[38] |[70-80]%[39],[40] |[30-40]%[41] | |Source: Form CO

   36) In the foodservice segment, the Transaction leads to an affected market in the United Kingdom, where the combined  share  of  the  Parties
       amounts to [20-30]% in volume, with an overlap of [0-5%][42].

       The Notifying Party's arguments

   37) According to the Notifying Party, despite the Parties' not insignificant combined market shares in the markets for PRSO in the retail  and
       fooservice channels the Transaction will not significantly impede effective competition.

   38) Firstly, the Notifying Party states that the increments in market shares resulting from the  Transaction  on  the  basis  of  the  various
       product and geographic market definitions are negligeable.

   39) Secondly, the Notifying Party argues that PRSO markets throughout the EEA are characterised by strong competition given  the  presence  of
       large and sophisticated competitors that are vertically integrated such as Cargill, Beunge, Lesieur and AKK. The Notifying  Party  reports
       that Lesieur has recently expanded PRSO capabilities in North West Europe  and  the  United  Kingdom,  consequently  becoming  a  stronger
       competitor. Other alternative suppliers of PRSO non-vertically integrated include – in view of the Notifying Party - KTC, Kerfoot,  Olmpic
       and Silbury. The availability of alternative suppliers of PRSO is supported with evidence of recent tenders that the Notifying Party  lost
       to other suppliers[43].

   40) Thirdly, the Notifying Party submits that suppliers of PRSO in the EEA currently have  a  considerable  degree  of  overcapacity  that  is
       estimated at around 30%. These levels of overcapacity would allow competitors, according to the Notifying Party, to  increase  outputs  of
       PRSO in the event that prices would increase or in case the Parties' output would decrease following the Transaction.

   41) Finally, the Notifying Party submits that PRSO customers are large, sophisticated companies with considerable buyer power, which are  able
       to negotiate prices down and multisource from several suppliers. The Notifying Party argues that these characteristics  apply  equally  to
       retail customers (e.g. Tesco, Carrefour, Aldi) and foodservice customers (e.g. McDonalds, KFC). The Notifying Paryt states that  customers
       typically organise tenders where PRSO suppliers are invited to make a proposal and the selection of the  PRSO  supplier  is  based  almost
       exclusively on price given that PRSO is a homogenous product.

       The Commission's assessment

   42) At the regional level the combined shares of the Parties in the PRSO markets are not high ([20-30]% in North West Europe and  [20-30]%  in
       the Nordics). In North West Europe the Parties will face competition from Lesieur ([30-40]%) and Cargill ([10-20]%); while in the  Nordics
       from EBM ([5-10]%) and AAK ([5-10]%).

   43) As regards retail national markets in Denmark, Sweden and Poland the PRSO retail markets appear  affected  only  when  considering  market
       shares by volume. Moreover, in the case of Poland the increment resulting from the Transaction is minimal and amounts to less than [0-5]%.
       (see Table 1 above). Concerning the United Kingdom and Ireland, the market investigation showed that  despite  the  Parties'  high  market
       shares, the Transaction does not lead to competition concerns.

   44) The market investigation also indicated that competition concerns can be excluded as regards the sales into the foodservice channel in the
       United Kingdom, where the Parties combined market share and the overlap brought about by the transaction are moderate ([20-30]% and [0-5]%
       respectively).

   45) Firstly, the market investigation showed that AOR does not appear to impose an important competitive constraint on ADM. This is  specially
       relevant in the United Kingdom, where AOR's market share is below [0-5]%.

   46) In this relation it is noted that customers in Ireland and the United Kingdom both in the retail and foodservice segment did not name  any
       specific advantage that AOR would have in these countries[44]. The majority of  retail  customers  considers  that  AOR  brands  could  be
       described as weak and with low potential, "not well known in the UK market" and their "market position  in  irish  market  [is]  not  very
       strong"[45].

   47) Secondly, the arguments of the Notifying Party as to the existence of alternative suppliers also appear credible. In  their  responses  to
       the Commission's questionnaires, retail customers in the United Kingdom mentioned in particular Cargill and AAK as  alternative  suppliers
       for PRSO[46]; while foodservice customers referred to KTC as an alternative supplier[47]. Besides, a competitor of the Parties  in  retail
       in the United Kingdom is KTC with a share of [10-20]%. In Ireland, the Parties also face competition from KTC ([10-20]% market share)  and
       other suppliers including Bunge and Lesieur.

   48) Moreover, in the course of the Commission's investigation, a large majority of competitors who responded to the Commission's questionnaire
       admitted that PRSO producers are confronted with competitive pressure from players not only located in the same Member  State  where  they
       operate but also from at least cross-border regions and even the entire EEA[48]. Furthermore, the majority of competitors  confirmed  that
       suppliers based in continental Europe can effectively compete in Ireland and the United Kingdom. Also the competitors of the  Parties  did
       not mention any true barriers that would make entry or expansion particularly difficult[49]. It  can  therefore  be  concluded  that  PRSO
       suppliers from outside Ireland and the United Kingdom would likely have sufficient spare capacity to meet the costumers' demand should the
       Parties increase prices after the Transaction.

   49) Thirdly, the market investigation has confirmed the Notifying Party's claims as regards overall overcapacity in the PRSO industry  in  the
       EEA. All of the competitors and the majority of customers who responded to the Commission's questionnaires admitted that the  capacity  in
       the industry is sufficient to cope with any forseable growth demand for PRSO[50]. Moreover, competitors added that  they  themselves  have
       spare capacity for producing PRSO[51] and this would be true both for the United Kingdom and continental Europe[52]. Competitors  estimate
       overall spare capacity for PRSO in the EEA at 20-40%[53]. All of them declared that they would be able to expand output  and  capacity  in
       case the Parties decreased output and/or increased prices after the Transaction[54].

   50) One retail customer in the United Kingdom which stated that the supply base in PRSO  is  limited  and  therefore  switching  suppliers  is
       challenging[55], admitted nonetheless that it purchases PRSO from other players  within  the  EEA[56].  This  implies  that  the  pool  of
       available providers of PRSO for this customer is not constrained to those based in the United Kingdom. This finding is  supported  by  the
       evidence provided by the Notifying Party showing that customers of ADM in the United Kingdom have recently chosen a different supplier for
       their PRSO requirements[57]. Parties’ competitor noted that edible oils are in fact a commodity market,[58] which confirms the argument of
       the Notifying Party that due to the homogenous nature of PRSO players compete  mainly  on  price  and  switching  suppliers  is  thus  not
       difficult. In addition, the relatively short duration of contracts for the supply of PRSO both in the retail and the foodservice  channel,
       which amounts to less than a year[59], facilities switching of PRSO suppliers. This is supported by the fact that even  the  customers  in
       the retail channel, consider price as one of the most important parameter of PRSO supplier selection[60].

   51) Finally, no substantiated concerns were raised as to the impact of the Transaction on any of the affected national markets. Competitors of
       the Notifying Party indicated in their responses to the Commission's questionnaire that  the  Transaction  will  not  "really  change  the
       current situation"[61]. More particularly, competitors active in the United Kingdom stated that no particular impact on competition in the
       PRSO market was expected following the Transaction as ADM is already a well-established player in the United Kingdom[62]. Although another
       competitor noted that there might be less competition in the United Kingdom and Benelux following the transaction,  this  supposition  was
       not substantiated or explained further[63]. A competitor of the Parties in the United Kingdom expects that competition in the PRSO  market
       will become even fiercer following the Transaction. In particular this competitor noted that prices will not increase  after  the  merger,
       rather PRSO suppliers would see their margins decrease[64]. Another competitor active in the United Kingdom  and  Ireland  also  does  not
       expect the Transaction to have any substantial impact in these Member States[65].

   52) In the light of the above and in view of the information available to it and the outcome  of  the  market  investigation,  the  Commission
       concludes that the examined horizontal overlaps do not give rise to serious doubts as to the Transaction's compatibility with the internal
       market.

2 Vertical overlaps – Supply of BRSO

   53) ADM is active in the market for the supply of BRSO in the EEA whereas AOR has no refining capacities.  AOR  is  a  customer  of  BRSO  and
       currently sources it from several suppliers including ADM.

   54) The Notifying Party submits that the Transaction does not give rise to any vertically affected market given  that  its  market  share  (by
       volume) on the BRSO market in the EEA amounts to approximately [10-20]% and in any event does not reach 30%.

   55) At a national level, the Notifying Party's share in BRSO market exceeds 30% in Denmark ([30-40]% market share), the Netherlands  ([30-40]%
       market share) and in Poland ([30-40]% market share).

       The Notifying Party's arguments

   56) Firstly, the Notifying Party argues that there exist a number of other sizeable suppliers of BRSO active in the EEA, capable of  supplying
       all market participants. These include Cargill ([10-20]% market share), IOI Loders Croklaan ([5-10]% market  share)  and  Saipol  ([5-10]%
       market share).

   57) Secondly, the Notifying Party argues that there is 45-55% overcapacity in BRSO industry and therefore switching between suppliers is  easy
       and in fact quite common.

   58) According to the Notifying Party, these circunstamces together with the generally low margins attributed to sales  of  BRSO,  will  entail
       that the Notifying Party will not have the ability nor the incentive to engage in input foreclosure as it could simply not afford  not  to
       supply third party BRSO customers.

   59) Finally, the Notifying Party submits that the Transaction does not give rise to customer foreclosure risks as other  BRSO  suppliers  will
       have an ample amount of other customers apart from AOR. In this regard, the Notifying Party submits that AOR's  total  purchases  of  BRSO
       represent less than […] of total BRSO EEA market. Moreover, the Notifying Party states that the customer base  for  BRSO  is  considerably
       wider than PRSO producers, given that BRSO is also input for the production of other products such as fats.

       The Commission's assessment

   60) The results of the market investigation confirmed that the Parties would not have the ability to foreclose access to BRSO neither  at  the
       national nor the EEA-level. Indeed, there are other suppliers of BRSO comparable to ADM in terms of capacity and geographic reach[66]  and
       the participants in the market investigation confirmed that there is overcapacity in the supply of BRSO[67]. The competitors of ADM active
       in BRSO do not see any barriers to cross-border sales of BRSO and in fact sell it at least regionally.[68]

   61) Moreover, the results of the market investigation confirmed that the Parties would not have  the  ability  to  foreclose  access  to  BRSO
       customers.

   62) A competitor of ADM in the supply of BRSO stated that "AOR is a small relatively insignificant customer of BRSO"[69]. Indeed, according to
       the Notifying Party AOR's BRSO purchases represent less than […] of the total BRSO EEA market. Another competitor of the  Notifying  Party
       submitted that the Transaction will not bring about any substantive change into the BRSO market given that  AOR  acquires,  prior  to  the
       Transaction, a substantial part of its BRSO purchases from ADM[70]. This is in line with the information provided by the  Notifying  Party
       according to which AOR currently purchases […] of its BRSO requirements from ADM[71].

   63) One respondent to the market investigation submitted  that  AOR  "is  one  of  the  major  consumers  of  BRSO  without  inhouse  refining
       capabilities" and that "there will be one less potential buyer in the market"[72]. Contrary to  the  competitor's  concern,  several  non-
       vertically integrated players such as KTC and Vandemoortele, acquire similar quantities of BRSO.

   64) In the light of the above and in view of the information available to it and the outcome  of  the  market  investigation,  the  Commission
       concludes that the Transaction does not rise concerns as to possible input foreclosure. In addition, after completion of the  Transaction,
       ADM's competitor will have sufficient alternative customers. Therefore, the Transacion does not raise concerns  as  to  possible  customer
       foreclosure.

       CONCLUSION

   65) For the above reasons, the European Commission has decided not to oppose the notified operation and to  declare  it  compatible  with  the
       internal market. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission
(Signed)

Margrethe VESTAGER
Member of the Commission

-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation"). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
     ("TFEU") has introduced certain changes, such as the replacement of "Community" by "Union" and "common market"  by  "internal  market".  The
     terminology of the TFEU will be used through this decision.
*     should read: Archer Daniels Midland (UK) Limited
**    should read: Archer Daniels Midland Company
[2]   Cyprus, Malta and the United Kingdom.
[3]   Case No COMP/M.3044, ADM / PURA, par. 8.
[4]   Case No. COMP/M.1802 Unilever/Amor, par. 17.
[5]   Case No. COMP/M.3039 Soprol/Cereol-Lesiur, par. 22.
[6]   Case No. COMP/M.1990 Unilever/Bestfoods, paras. 8-11.
[7]   Case No COMP/M. 3039 Soprol/Cereol-Lesiur, par. 24. Case No COMP/M.3188 ADM/VDBO, par. 19.
[8]   Case No COMP/M.3188 ADM/VDBO, par. 16.
[9]   See replies to question 8 – Q1 Questionnaire to Competitors and replies to question 9  – Q2 Questionnaire to Customers.
[10]  See replies to question 8 – Q1 Questionnaire to Competitors.
[11]  See replies to question 10 – Q1 Questionnaire to Competitors and replies to question 10  –  Q2 Questionnaire to Customers  and  replies  to
question 10 – Q3 Questionnaire to Customers.
[12]  See replies to question 10 – Q1 Questionnaire to Competitors and replies to question 10  – Q2 Questionnaire  to  Customers.  Minutes  of  a
conference call with a competitor dated 26 August 2015.
[13]  See replies to question 11 – Q1 Questionnaire to Competitors and replies to question 11  –  Q2 Questionnaire to Customers.
[14]  See replies to question 13 – Q1 Questionnaire to Competitors.
[15]  See replies to questions 6 and 7 – Q1 Questionnaire to Competitors.
[16]  See replies to questions 6 and 7 – Q1 Questionnaire to Competitors and replies to question 13 and 14 – Q3 Questionnaire to Customers.
[17]  See replies to question 14 –  Q1 Questionnaire to Competitors and replies to question 15  –  Q2 Questionnaire to Customers.
[18]  See replies to question 14  – Q1 Questionnaire to Competitors and replies to question 15  –  Q2 Questionnaire to Customers.
[19]  See replies to question 14 – Q1 Questionnaire to Competitors and replies to question 15  –  Q2 Questionnaire to Customers and Minutes of  a
conference call with a competitor dated 26 August 2015.
[20]  See reply to question 14 – Q1 Questionnaire to Competitors.
[21]  See replies to questions 15, 16, 17 and 18 – Q1  Questionnaire  to  Competitors  and  replies  to  questions  16,  17,  18,  and  19  –  Q2
Questionnaire to Customers.
[22]  North West Europe comprises the United Kingdom, Ireland, Northern France, North West Germany  and  Benelux;  North  East  Europe  comprises
Eastern Germany, Poland, Hungary, Czech Republic and Slovakia, while the Nordics comprise Norway, Denmark, Finland, Sweden.
[23]  Case COMP/M.1227 Cargil/Vandemoortele. The market delineation used in the assessment covered  therefore  Belgium  and  several  transborder
regions of France, Germany, the Netherlands, Luxembourg as well as the United Kingdom.
[24]  Case No COMP/M.3188 ADM/VDBO, par. 30.
[25]  Case COMP/M.2980. Cargill/AOP, of 19 December 2002.
[26]  See replies to questions 23 and 27 –  Q2 Questionnaire to Customers.
[27]  See replies to question 31  –  Q2 Questionnaire to Customers.
[28]  See replies to questions 24 and 26 –  Q2 Questionnaire to Customers.
[29]  See replies to question 22 – Q1 Questionnaire to Competitors.
[30]  See replies to questions 27 and 29 – Q1 Questionnaire to Competitors and replies to question 29  –  Q2 Questionnaire to Customers.
[31]  See replies to question 30  – Q1 Questionnaire to Competitors.
[32]  See replies to question 32  – Q1 Questionnaire to Competitors.
[33]  Source: Form CO.

[34]  According to the Notifying Party the combined shares would not have been much different in the putative segments of edible oils divided  by
end use.
[35]  Combined share in retail in Denmark by value amounts to [5-10]%
[36]  Combined share in retail in Ireland by value amounts to [40-50]%.
[37]  In the potential segment of private label sales to retail channel the combined share in Ireland amounts to approximately [80-90]% by  value
and [80-90]% by volume and value; while in the segment of branded sales to [60-70]% by value and [60-70]% by volume.
[38]  Combined share in retail in Sweden by value amounts to [0-5]%.
[39]  Combined share in retail in the United Kingdom by value amounts to [70-80]%.
[40]  In the potential segment of private label sales to retail channel the combined share in the United Kingdom amounts  to  approximately  [70-
80]% both by volume and value; while in the segment of branded sales there is no overlap between the Parties.
[41]  Combined share in retail in Poland by value amounts to [10-20]%.
[42]  The combined share of the Parties in the foodservice channel in the United Kingdom by value amounts to [20-30]%, with  an  overlap  of  [0-
5]%.
[43]  Response to European Commission's request for information of 20 August 2015.
[44]  See replies to question 42.2 –  Questionnaire Q2 PRSO Retail Customers and to question 42.2  –  Questionnaire  Q3  PRSO  Food  service  and
minutes of conference call with a competitor on 26 Agust 2015.
[45]  See replies to question 46 –  Questionnaire Q2 PRSO Retail Customers.
[46]  See reply to question 33 –  Questionnaire Q2 PRSO Retail Customers.
[47]  See reply to question 33 –  Questionnaire Q3 PRSO Food service Customers.
[48]  See replies to question 25 – Questionnaire Q1 Competitors.
[49]  See replies to question 45 – Questionnaire Q1 Competitors.
[50]  See replies to question 41 – Questionnaire Q1 Competitors, to question 38 –  Questionnaire  Q2  Retail  Customers  and  to  question  38  –
Questionnaire Q3 Food service Customers.
[51]  See replies to question 42 – Questionnaire Q1 Competitors. Minutes of a conference call with a competitor dated 26 August 2015.
[52]  See reply to question 42 - Questionnaire Q1 Competitors.
[53]  See replies to question 44 – Questionnaire Q1 Competitors.
[54]  See replies to question 43 – Questionnaire Q1 Competitors.
[55]  See reply to question 47 – Questionnaire Q2 PRSO Retail Customers.
[56]  See reply to question 23 –  Questionnaire Q2 PRSO Retail Customers.
[57]  Response to European Commission's request for information of 20 August 2015.
[58]  Minutes of a conference call with a competitor on 26 August 2015.
[59]  See replies to question 37 –  Questionnaire Q3 PRSO Food service Customers and to question 37 Questionnaire Q2 PRSO Retail Customers.
[60]  See replies to question 41 –  Questionnaire Q2 PRSO Retail Customers.
[61]  See reply to question 52.1 – Questionnaire Q1 Competitors.
[62]  See reply to question 53.1 – Questionnaire Q1 Competitors.
[63]  See reply to question 53.1 – Questionnaire Q1 Competitors.
[64]  Minutes of a conference call with a competitor on 21 August 2015.
[65]  Minutes of a conference call with a competitor on 26 August 2015.
[66]  See replies to question 50 – Questionnaire Q1 Competitors.
[67]  See replies to question 48 – Questionnaire Q1 Competitors.
[68]  See replies to questions 31, 32 – Questionnaire Q1 Competitors.
[69]  See reply to question 51.1 – Questionnaire Q1 Competitors.
[70]  Minutes of a conference call with a competitor on 26 August 2015.
[71]  Response to European Commission's request for information of 20 August 2015.
[72]  See replies to questions 51, 55 – Questionnaire Q1 Competitors.

-----------------------
 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.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE
                                                              ARTICLE 6(1)b DECISION