CELEX: 32015M7417
Language: en
Date: 2015-01-23 00:00:00
Title: Commission Decision of 23/01/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7417 - SIME DARBY / NEW BRITAIN PALM OIL) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 23.1.2015
                                        C(2015) 405 final

                                        |In the published version of this decision, some information|               |Public version                                            |
|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|information omitted has been replaced by ranges of figures |               |                                                          |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.                                  |               |                                                          |
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|                                                           |               |MERGER PROCEDURE                                          |
|                                                           |               |ARTICLE 6(1)(b) DECISION                                  |

                                         To the Notifying Party:

Dear Sirs,

Subject:    Case M.7417 – SIME DARBY/ NEW BRITAIN PALM OIL
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

    1) On 10 December 2014, the European Commission received a notification of  a  proposed  concentration  pursuant  to  Article  4  of  Council
       Regulation (EC) No 139/2004 by which the undertaking Sime Darby Plantation Sdn Bhd, belonging to  the  Sime  Darby  Group  ('Sime  Darby',
       Malaysia), acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of  the  undertaking  New  Britain
       Palm Oil Limited ('NBPOL', Papua New Guinea), by way of public bid announced on 9 October 2014. Sime Darby is hereinafter referred  to  as
       'the Notifying Party'. Sime Darby and NBPOL are hereinafter together referred to as 'the Parties'.

    2) This case was notified using the short Form CO on 31 October 2014. The Notifying Party withdrew the notification on 27 December  2014  and
       re-submitted the notification on 10 December 2014 using the normal Form CO.

       THE PARTIES AND THE OPERATION

    3) Sime Darby is a Malaysian multinational business group. It has activities in various sectors including, among others, palm oil plantations
       as well as the production and processing of palm oil and palm kernel oil. The ultimate owner of Sime Darby is  the  Malaysian  Government.
       However, the Notifying Party submits that Sime Darby is operated on an arms-length basis from the government.

    4) NBPOL is active in palm oil plantation as well as in the production and processing of palm oil and palm kernel oil. It also has activities
       in the production of sugar, beef and oil palm seeds. It is incorporated and headquartered in Papua New Guinea.

    5) The transaction concerns Sime Darby's offer to acquire all of the issued share capital of NBPOL, or at least 51%  of  its  voting  shares,
       through a public bid announced on 9 October 2014. On  23  October  2014,  the  NBPOL's  Board  of  Directors  issued  a  unanimous  formal
       recommendation to shareholders to accept Sime Darby's offer. Accordingly, if the transaction is successful, Sime Darby will have at  least
       the majority of the voting rights and, thus, the sole ability to appoint or remove members of the Board[2]. Consequently, Sime Darby  will
       have sole control over NBPOL.

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

       UNION DIMENSION

    7) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[3] (Sime Darby: […], NBPOL:  […]).
       Each of them has a Union-wide turnover in excess of EUR 250 million (Sime Darby: […], NBPOL: […]), but they do not achieve more than  two-
       thirds of their aggregate Union-wide turnover within one and the same Member State. The notified operation therefore has a Union dimension
       pursuant to Article 1(2) of the Merger Regulation.

       RELEVANT MARKETS

1 General remarks

    8) Palm oil is a type of vegetable oil that is produced from the pulp and kernel of the fruit of  oil  palms,  i.e.  oleaginous  fruits.  The
       resulting products are crude palm oil ('CPO') and crude palm kernel oil ('CPKO') respectively. Those can then be  processed  into  refined
       palm oil ('RPO') and refined palm kernel oil ('RPKO').

    9) Palm oil and palm kernel oil can be certified as coming from environmentally sustainable sources ('CS CPO' and  'CS  CPKO',  respectively)
       under a number of different agricultural certification schemes, including the Roundtable for Sustainable  Palm  Oil  ('RSPO')[4]  and  the
       International Sustainability and Carbon Certification scheme ('ISCC')[5]. The RSPO was established  in  2004,  and  NBPOL  has  been  100%
       certified by the RSPO since the end of 2012.

   10) The Parties are active in the production and supply of bulk CPO and CPKO. Their production is  located  in  Malaysia  and  Indonesia.  The
       Notifying Party estimates that the total oil palm planted land worldwide is in the region  of  16–17  million  hectares,  with  5  million
       hectares in Malaysia and 8 million hectares in Indonesia. There is no installed capacity for the production of bulk CPO or CPKO in the EU.

   11) In addition to selling crude oils to third parties, the Parties also refine CPO and CPKO into RPO and RPKO at their own refineries. Within
       the EU, Sime Darby operates a refinery in the Netherlands and NBPOL in the UK.

2 Relevant product markets

   12) The Commission has previously assessed different vegetable seed oils but has ultimately left the exact market definition  open,  including
       the question whether tropical seed oils such as palm oil and palm kernel oil belong to the same market as other vegetable  oils.[6]  While
       assessing crude and refined seed oils separately, the Commission has also recently left open whether crude and refined seed oils belong to
       separate relevant markets.[7]

   13) The Notifying Party considers that palm CPO and CPKO do not constitute separate relevant product markets  and  submits  that  there  is  a
       significant degree of demand-side substitution between different vegetable and tropical oils and in particular between  coconut  and  palm
       oil, given that they are used for many of the same purposes. The Notifying Party further submits that similar considerations apply to  the
       refined oils RPO and RPKO and that many of the large refineries operate on a multi-feedstock basis.

   14) In terms of certified sustainable ('CS') products, the RSPO has devised four supply chain systems, three of which follow physical palm oil
       through the supply chain: (i) identity preserved ('IP CS'), which traces a batch of sustainable palm oil all the way back to specific RSPO-
       certified plantations; (ii) segregated ('SG CS'), which permits the mixing of RSPO-certified oil from various sources as long as  the  mix
       is kept apart from uncertified oil; (iii) mass balance ('MB CS'), which allows for  administrative  monitoring  of  any  mixing  of  RSPO-
       certified and uncertified palm oil in the supply chain, to check whether the volume of sustainable oil that is claimed does not exceed the
       amount that is actually produced; and (iv) GreenPalm system (or 'book and claim'), which simply consists  of  the  purchase  of  GreenPalm
       certificates and does not involve the delivery of physical certified and sustainable oil. The four schemes are applicable to both palm oil
       and palm kernel oil.

   15) The Notifying Party submits that CS products do not constitute markets separate from non-CS products. The Notifying Party  refers  to  the
       Commission not having considered 'fair trade' as separate markets in its previous edible products cases.  Moreover,  the  Notifying  Party
       submits that the certified products are physically identical to the non-certified products and that all major suppliers are able to supply
       both certified and non-certified products.

   16) The responses to the market investigation indicate that there is a level of substitutability between different types  of  vegetable  oils.
       The majority of customers of CPO and CPKO considered that, while the suppliers of tropical and non-tropical vegetable oils are  different,
       the products are comparable in terms of price and applications of use.  A  market  participant  explained  that  'vegetable  oils  can  be
       substituted amongst themselves for many applications, so prices are strongly correlated'.[8]

   17) As to the differentiation between  CPO and CPKO, the majority of  respondents  to  the  Commission's  market  investigation  sourcing  and
       supplying those products indicated that while the supplier base for those products is usually the same (both  being  made  from  the  same
       fruit), the customers are different. Moreover, respondents indicated that the products are not comparable in terms of  price  (CPKO  being
       more expensive) nor in the applications they  are  used  for.[9]  Moreover,  the  majority  of  respondents  to  the  Commission's  market
       investigation sourcing and supplying the refined products (RPO and RPKO) expressed similar views and noted that while  the  supplier  base
       for those products is often the same, they are not comparable in terms of price (RPKO being more expensive) nor in the  applications  they
       are used for. One customer explained that 'palm oil and palm kernel oil have different end uses. Palm kernel oil, which is  semi-solid  at
       room temperature, is more saturated than palm oil and comparable to coconut oil. Palm oil can be used as a dough fat however  palm  kernel
       oil has more solid elements and is therefore mostly used in cream fats'.[10]

   18) Regarding the potential market segmentation between CS and non-CS products,  the  majority  of  respondents  to  the  Commission's  market
       investigation sourcing and supplying those products indicated that while the same suppliers typically supply both CS and non-CS  products,
       they are not comparable in terms of price because CS products are generally charged in the market at a premium even if a CS product can be
       used for the same purposes as the respective non-CS product as they are chemically  the  same.[11]  A  customer  explained  that  'when  a
       business supplies solely sustainable or segregated products, this is  a  competitive  advantage  and  highly  desirable  from  a  customer
       perspective as their brand image is pure and the image of their sustainable supply does not get affected by their non-sustainable supply'.
       The majority of the suppliers indicated that CS and non-CS products are comparable in terms of customers, while the majority of  customers
       indicated the opposite. One supplier explained that 'in principle the markets and  therefore  the  customers  are  the  same,  but  higher
       premiums for the RPKO results in a delayed adoption for the CS'. Another supplier explained that 'it depends only on customers' own policy
       whether or not to purchase CS or non-CS product'. In this respect a customer considered that 'it could  be  that  customers  are  slightly
       different as there is more demand for CS products in Western Europe than in Eastern Europe' and another one that 'customers are likely  to
       have a strategy to either source sustainable palm products or not. Therefore it is unlikely they will mix'.[12]

   19) The vast majority of respondents to the market investigation were of the view  that  the  book  and  claim  certification  system  is  not
       equivalent to the other certification systems, neither at crude or refined level, since 'book and claim is an  administrative  system  and
       has no physical link to the commodity, while SG, MB and IP are applicable to the physical oil flow'.[13]

   20) The Commission has assessed the proposed transaction separately for bulk CPO, CPKO, RPO and RPKO, as well as for their potential  CS  sub-
       segments. Nonetheless, it is not necessary to conclude on the exact product market definitions as the proposed transaction does  not  give
       rise to competition concerns even under the narrowest feasible market definitions.

3 Relevant geographic markets

   21) The Commission has in earlier decisions considered that the relevant geographic markets for crude seed oils and refined seed oils  are  at
       least Community wide.[14] The question has nonetheless been left open for example in the more recent Cargill / KoroFrance.[15]

   22) The Notifying Party puts forward that the geographic market for CPO, CPKO, RPO and RPKO (including all potential CS  sub-segments)  is  at
       least EU wide and potentially wider.

   23) The results of the market investigation support the view that the geographic market for crude oils is at least EU-wide.  The  majority  of
       the respondents to the Commission's market investigation even indicated that their purchasing pattern is world-wide.[16]

   24) Regarding refined oils, the majority of the respondents to the Commission's market investigation indicated that in general  the  supplying
       and sourcing patterns are European-wide. However, a number of UK customers indicated that their purchasing patterns may  be  national  and
       that continental suppliers are not competitive in the UK. This could be an indication of a potential geographic market encompassing the UK
       as opposed to continental Europe.[17] A customer explained that 'delivery cost is higher into the UK' as opposed to continental Europe and
       another that 'the majority of our factories are located in the UK and therefore a local source of palm oil is needed  to  ensure  we  have
       flexible supply for our factories and to ensure we do not have shelf life issues. Currently the mainland European suppliers do  not  often
       supply into the UK as they are not price competitive' [18]. A supplier also noted that "NBPOL do not supply  end  users  in  the  rest  of
       Europe'[19].

   25) The Commission further notes that the Parties' activities seem to have a clear geographic differentiation: NBPOL that has its EU  refinery
       in the UK is also mainly active there and has only limited activities in continental  Europe  even  if  it  makes  some  sales  there.  In
       contrast, Sime Darby, which has its EU refinery in the Netherlands, has sales to a number of different continental EU countries  but  only
       very limited market presence in the UK.

   26) In light of the above, the Commission considers that the markets are likely EU-wide with the possible exception of refined oils in respect
       of which it cannot be excluded that at least the UK could constitute a separate relevant market.  Nonetheless,  it  is  not  necessary  to
       conclude on the exact geographic market definition as the proposed transaction does not give rise to competition concerns even  under  the
       narrowest feasible market definitions.

       COMPETITIVE ASSESSMENT

4.1   Horizontally affected markets

   27) The proposed transaction gives rise to one horizontally affected market at worldwide level with respect to SG CS  CPKO  (but  not  at  EU-
       level).[20] At the potential national level, the proposed transaction would give rise to affected markets  in  a  number  of  refined  oil
       products, in the UK and France. The market shares of the Parties in the horizontally affected potential markets are  given  in  the  table
       below.

         Table 1 - Parties' market shares in horizontally affected markets (bulk palm oil and palm kernel oil)

|PALM OIL AND DERIVED PRODUCTS                                                                                            |
|Potential product     |Potential geographic    |Sime Darby market share|NBOL market share (%)  |Combined market share   |
|market                |market                  |(%)                    |                       |(%)                     |
|SG CS CPKO            |Worldwide               |[0–5]                  |[20–30]                |[20–30]                 |
|RPO                   |United Kingdom          |[0–5]                  |[30–40]                |[30–40]                 |
|CS RPO                |United Kingdom          |[0–5]                  |[40–50]                |[40–50]                 |
|SG CS RPO             |United Kingdom          |[0–5]                  |[50–60]                |[50–60]                 |
|RPKO                  |United Kingdom          |[5–10]                 |[10–20]                |[20–30]                 |
|CS RPKO               |France                  |[20–30]                |[20–30]                |[40–50]                 |

       Source: The Notifying Party

   28) The Commission notes that while the combined market share on some of the affected potential UK markets is significant, between 30–60%, the
       market share increments brought about by the transaction on those potential markets are very small, at less than one percentage  point  in
       each case. Such small market share increments seem to indicate in the present case that the proposed transaction would not result  in  any
       significant changes in the market structure or competitive conditions in the affected potential markets.

   29) Should Member States other than the UK be assessed on a national basis, the CS RPKO market in France would also be affected on  the  basis
       of 2013 market shares (Sime Darby: [20–30]%, NBPOL [20–30]%). Nonetheless, the Parties only had […]  customers  in  total  there  in  2013
       (NBPOL having […] and Sime Darby […]) and the market would not have been affected on the basis of  2012  figures  (the  Parties  made  […]
       sales), 2011 figures (the Parties only made limited sales) or on the basis of the Parties’ average combined market share during 2011–2013.
       According to the Notifying Party, the Parties have also never been asked by customers to tender against each other in France. In addition,
       this potential market is notably small compared to, e.g. the UK CS RPKO market that, according to the  Notifying  Party's  estimates,  was
       four times as big as the French market in volume[21]. Therefore, the Commission considers that the market shares are likely  volatile  and
       that they are in the present case not a suitable indicator of the Parties' actual market power. Moreover, it is unlikely that  the  French
       market constitutes a separate market, also in light of the fact that both of the Parties served their French customers from refineries not
       located in France but in the UK and the Netherlands. A number of credible competitors, such as Cargill, Olenex, IOI and Lipidos  are  also
       already serving French customers. Therefore, customers would likely be able to source from alternative suppliers should the merged  entity
       attempt to raise prices.

   30) Concerning palm oil and palm kernel oil refining capacity in the EU, the Notifying Party submits that the Parties have a combined refining
       capacity in the EU of […] tonnes (Sime Darby: […] tonnes in the Netherlands and NBPOL […]  tonnes  in  the  UK),  which  is  approximately
       [5–10]% of the total estimated EU installed refining capacity. According to the  Notifying  Party,  Cargill  ([20–30]%)  has  the  highest
       capacity followed by Olenex ([10–20]%), IOI ([10–20]%), Lipidos ([10–20]%) and AAK ([10–20]%). The Commission considers that the  Parties'
       limited capacity shares do not indicate concerns related to refining capacities.

   31) The replies to the market investigation support the view that the proposed transaction does not give  rise  to  any  competition  concerns
       related to horizontal effects. While some respondents raised concerns, for instance with respect to  the  potential  markets  in  the  UK,
       further investigation showed that the concerns were unrelated to the proposed transaction and appeared to be motivated by  other  reasons,
       such as either of the Parties' pre-existing market position that would not be significantly strengthened because of the transaction.  Even
       those customers that voiced some concerns also confirmed that they either would continue to have an adequate  number  of  suppliers  post-
       transaction, or that the proposed transaction would not change the market or affect them in any significant way.[22]

   32) In light of the above, the Commission concludes that the proposed transaction does not give rise to competition concerns.

4.2   Vertically affected markets

   33) Concerning the vertical link between the crude oils and the refined oils, the proposed  transaction  would  only  give  rise  to  affected
       markets[23] if the relevant geographic markets were considered national. Even in that event, the only potentially affected  vertical  link
       would be between CS CPO and CS RPO in Germany where NBPOL achieves a market share of [30–40]% on the potential upstream market (Sime Darby
       is not active on that potential market). On the potential downstream market, only Sime Darby is active with a market share of [0–5]%.[24]

   34) The Commission notes that the increased vertical integration brought about by the proposed transaction in Germany is limited. Customers in
       Germany would continue to have a number of credible alternative suppliers, such as Olenex and Cargill with  market  shares  comparable  to
       those of the merged entity. Any input foreclosure concerns are therefore unlikely. The same applies to  customer  foreclosure  considering
       the merged entity's very limited market share in the potential downstream market and the fact that Sime Darby, which  is  the  only  party
       active on the downstream market, makes no purchases of CS CPO in Germany at present. Moreover, for the reasons described in the geographic
       market definition, it is unlikely that the CS CPO market is national given that there is no production of CS CPO in the EU.

   35) The Commission notes that the Parties are in addition active in a number of bulk (frying oils; margarine hardstock; shortening  hardstock;
       various speciality fats; specialist oils for food colouring; and oils for oleochemicals) and packaged products  (frying  oils,  shortening
       and industrial margarine) that are derived in whole or partially from RPO  and/or  RPKO  through  further  processing.  According  to  the
       Notifying Party, the Parties' combined market shares for all of those products are limited and in any event below 30% even  if  looked  at
       national level.

   36) The vertical links between those downstream products and the Parties' activities in RPO and RPKO would nonetheless be affected due to  the
       Parties' market positions on the potential upstream markets but only if the markets were considered national. Markets  would  be  affected
       particularly in the UK but also in France.[25]

   37) The proposed transaction will not result in significant changes to the market structure or competitive conditions in the UK. The  Parties'
       market positions in the UK are mainly due to NBPOL's activities there, (NBPOL has a refinery in the UK as opposed to Sime Darby that  does
       not). The highest combined market share the Parties achieve on a relevant upstream market is [50–60]% in SG CS RPO in 2013; however,  that
       was nearly only due to NBPOL's sales and the market share increment brought about  by  the  proposed  transaction  is  approximately  [0–5
       percentage point/s]  as described in Table 1 above. As to the potential downstream markets, NBPOL made most of the Parties’ total sales of
       all downstream products in volume in 2013. Concerning the packaged products separately, NBPOL achieved a maximum of [10–20]% market  share
       with respect to any of the packaged downstream products in 2013 while Sime Darby had only negligible  activities  with  a  maximum  market
       share of [0–5]% for any individual packaged product. As to bulk products, Sime Darby achieved [0–5]% market share in them in total and  in
       any event below [10–20]% for any individual product in 2013[26] while NBPOL was not at  all  active  in  those  products.  Therefore,  the
       proposed transaction does not appear to significantly increase the Parties’ market  position  on  the  upstream  market  or  result  in  a
       significant increase in vertical integration. Moreover, the Parties make no purchases of the upstream products from their  competitors  in
       the UK even at present. Foreclosure concerns are therefore unlikely.

   38) In France, the Parties achieved a combined market share of [40–50]% in CS RPKO in 2013 with a market share increment of [20–30] percentage
       points, and [50–60]% with no market share increment (only NBPOL is active) in SG CS RPKO in 2013. However, as described in paragraph (29),
       the market shares are likely not indicative of the Parties' actual market power in  those  potential  markets.  Based  on  2012  and  2011
       figures, as well as the average figure during 2011–2013, the market shares would also have been significantly lower and the vertical  link
       would not have given rise to affected markets. Moreover, NBPOL only has […] in France for CS RPKO and SG CS RPKO,  and  losing  […]  would
       bring the merged entity’s market share in CS RPKO down to [20–30]% and result in the merged entity losing all of its sales of SG CS  RPKO.
       As to the downstream markets, only Sime Darby is active and it achieved a market share of [10–20]% in the bulk products in  total  and  in
       any event below 30% for any individual product in 2013.[27] The Commission therefore considers that  it  is  unlikely  that  the  proposed
       transaction would significantly change the market structure or competitive conditions in France with respect  to  the  potential  vertical
       links described.

   39) The replies to the market investigation support the view that the proposed transaction does not give  rise  to  any  competition  concerns
       related to vertically affected markets. While some respondents raised concerns, for instance with respect to the potential markets in  the
       UK, further investigation showed that the concerns were unrelated to the proposed transaction.  Even  those  customers  that  voiced  some
       concerns also confirmed that the proposed transaction would not affect them or  the  market  significantly  and  that,  for  instance  the
       proposed transaction would not significantly diminish their actual or potential supplier base.[28]

   40) In light of the above, the Commission considers that the proposed transaction does not give rise to competition concerns.

       CONCLUSION

   41) 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).

                                        For the Commission
                                        (Signed)
                                        Vytenis Andriukaitis
                                        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 throughout this decision.

[2]   Pursuant to clauses 21.1 and 22.9 of NBPOL's constitution, decisions on NBPOL's annual budget, business plan, appointment  and  removal  of
    senior management and major investments are currently approved or rejected at Board of Directors level by simple majority.

[3]   Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional Notice.

[4]   RSPO is a global, multi-stakeholder initiative on sustainable palm oil. Members and participants  of  RSPO  include  plantation  companies,
    manufacturers and retailers of palm oil products, environmental NGOs and social NGOs.

[5]   The ISCC is based on the European Union's Renewable Energy Directive and German sustainability ordinances (BioNachV).

[6]   See, e.g. M.6383 – Cargill / KoroFrance, paragraphs 23–27; M.3188 – ADM / VDBO, paragraphs 10 and 11; M.2693 – ADM / ACTI, paragraphs  11–5
    and M.1126 – Cargill / Vandermoortele, paragraphs 8 and 9.

[7]   M.6383 – Cargill / KoroFrance, paragraphs 28–34. In an earlier case, the Commission has nonetheless indicated that bulk crude  and  refined
    oils should be considered to belong to separate relevant product markets. See M.3188 – ADM / VDBO, paragraph 12.
[8]   Replies to question 6 of Questionnaire Q1 – CPO/CPKO Customers – RPO/RPKO Competitors.

[9]   Replies to questions 7 and 8 of Questionnaire Q1 – CPO/CPKO Customers – RPO/RPKO Competitors; and replies to question  7  of  Questionnaire
    Q2 – CPO/CPKO Competitors.

[10]  Replies to question 11 of Questionnaire Q1 – CPO/CPKO Customers – RPO/RPKO Competitors; and Replies to question 5  of  Questionnaire  Q3  –
    RPO/RPKO  Customers and Downstream Competitors.

[11]  See, e.g. replies to question 8 of Questionnaire Q1 – CPO/CPKO Customers – RPO/RPKO Competitors.

[12]  Replies to question 12 of Questionnaire Q1 – CPO/CPKO Customers – RPO/RPKO Competitors; and Replies to question 6  of  Questionnaire  Q3  –
    RPO/RPKO  Customers and Downstream Competitors.

[13]  Replies to questions 9 and 13 of Questionnaire Q1 – CPO/CPKO Customers – RPO/RPKO Competitors; replies to question 9 of Questionnaire Q2  –
    CPO/CPKO Competitors; and replies to question 7 of Questionnaire Q3 – RPO/RPKO  Customers and Downstream Competitors.

[14]  Seem e.g. M.3044 – ADM / PURA, paragraph 15; M.2693 – ADM / ACTI, paragraph 16; and M.1126 – Cargill / Vandermoortele, paragraph 13.

[15]  M.6383 – Cargill / KoroFrance, paragraphs 26–7.

[16]  Replies to question 14 of Questionnaire Q1 – CPO/CPKO Costumers – RPO/RPKO Competitors.

[17]  Replies to question 16 of Questionnaire Q1 – CPO/CPKO Costumers – RPO/RPKO Competitors; and replies to question 14 of  Questionnaire  Q3  –
    RPO/RPKO Customers and Downstream Competitors.

[18]  Replies to question 16 of Questionnaire Q3 – RPO/RPKO  Customers and Downstream Competitors.

[19]  Replies to question 19 of Questionnaire Q1 – CPO/CPKO Costumers – RPO/RPKO Competitors.

[20]  The Commission considers the market to be horizontally affected when two or more of  the  parties  to  the  concentration  are  engaged  in
    business activities in the same relevant market and where the concentration will lead to a combined market share of 20% or more.  See,  e.g.
    Annex 1 to the Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing Council Regulation (EC) No 139/2004 on  the  control  of
    concentrations between undertakings (‘Implementing Regulation’), as amended.

[21]  The Parties estimate the French merchant market to have been […] tonnes and the UK market to have been […] tonnes in volume in 2013.

[22]  Replies to questions 23 and 34 of Questionnaire  Q1  –  CPO/CPKO  Customers  and  RPO/RPKO  Competitors;  replies  to  questions  18–20  of
    Questionnaire 2 – CPO/CPKO Competitors; and replies to questions 26  and  33  of  Questionnaire  Q3  –  RPO/RPKO  Customers  and  Downstream
    Competitors. See also confirmed minutes of a call with a RPO/RPKO customer on 7 January 2015 and another on 8 January 2015.

[23]  The Commission considers the market to be vertically affected when one or more of the parties to the concentration are engaged in  business
    activities in a relevant market, which is upstream or downstream of a relevant market in which any  other  party  to  the  concentration  is
    engaged, and any of their individual or combined market shares at either level is 30% or more, regardless of whether there is or is not  any
    existing supplier/customer relationship between the parties to the concentration. See, e.g. Annex 1 to the Implementing Regulation.

[24]  The market shares are the Notifying Party's estimates for 2013.

[25]  NBPOL also makes supplies of bulk RPO to Spain from its Papua New Guinea refinery with a potential market share  above  [30–40]%.  However,
      the RPO is not usable for edible downstream products due to long transport distance and time and is re-refined locally by […].

[26]        See the Notifying Party's response of 11 December 2014 to the Commission's request for information.

[27]  See the Notifying Party's response of 11 December 2014 to the Commission's request for information.

[28]  Replies to questions 23 and 34 of Questionnaire  Q1  –  CPO/CPKO  Customers  and  RPO/RPKO  Competitors;  replies  to  questions  18–20  of
    Questionnaire 2 – CPO/CPKO Competitors; and replies to questions 26  and  33  of  Questionnaire  Q3  –  RPO/RPKO  Customers  and  Downstream
    Competitors. See also confirmed minutes of a call with a RPO/RPKO customer on 7 January 2015 and another on 8 January 2015.