CELEX: 32020M9798
Language: en
Date: 2020-09-30 00:00:00
Title: Commission Decision of 30/09/2020 declaring a concentration to be compatible with the common market (Case No COMP/M.9798 - BORGWARNER / DELPHI TECHNOLOGIES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                 Brussels, 30.09.2020
                                                                 C(2020) 6818 final
                                                                                  PUBLIC VERSION
                                                                  In the published version of this decision,
                                                                  some information has been omitted
                                                                  pursuant to Article 17(2) of Council
                                                                  Regulation (EC) No 139/2004 concerning
                                                                  non-disclosure of business secrets and other
                                                                  confidential information. The omissions are
                                                                  shown thus […]. Where possible the
                                                                  information omitted has been replaced by
                                                                  ranges of figures or a general description.
                                                                 To the notifying party
Subject:             Case M.9798 – BorgWarner/Delphi Technologies
                     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 26 August 2020, the European Commission received the notification of a
          proposed concentration pursuant to Article 4 of the Merger Regulation by which
          BorgWarner Inc. (“BorgWarner” or “Notifying Party”, United States of America)
          acquires sole control of the whole of Delphi Technologies PLC (“Delphi”, United
          Kingdom (Jersey))3 within the meaning of Article 3(1)(b) of the Merger Regulation
          (the “Transaction”). BorgWarner and Delphi are together designated hereinafter as
          the “Parties”.
1     OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009, the Treaty on the
      Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of
      “Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will
      be used throughout this decision.
2     OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).
3     Publication in the Official Journal of the European Union No C 291, 2.9.2020, p. 7.
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)     BorgWarner manufactures products that help improve vehicle performance,
        propulsion efficiency, stability and air quality. BorgWarner operates through two
        business segments: engine and drivetrain.
(3)     Delphi manufactures vehicle propulsion systems that optimise engine performance,
        increase vehicle efficiency, reduce emissions, improve driving performance and
        support increasing electrification of vehicles.
2.      THE CONCENTRATION
(4)     The concentration is accomplished by way of purchase of shares. On
        28 January 2020, Delphi and BorgWarner entered into a Transaction Agreement (the
        “Transaction Agreement”). Pursuant to the terms of the Transaction Agreement,
        Delphi shareholders will receive, in exchange for each ordinary share of Delphi,
        0.4534 shares of common stock of BorgWarner and cash in lieu of any fractional
        shares of BorgWarner common stock. Following completion of the Transaction,
        current BorgWarner shareholders are expected to own approximately 84% of
        BorgWarner, while current Delphi shareholders are expected to own approximately
        16%. Immediately following closing, Delphi will be indirectly owned and solely
        controlled by BorgWarner,4 within the meaning of Article 3(1)(b) of the EUMR.5
3.      EU DIMENSION
(5)     The undertakings concerned have a combined aggregate worldwide turnover of more
        than EUR 5,000 million6 (BorgWarner: EUR 9,082 million; Delphi: EUR 4,113
        million). Each of them has an EU-wide turnover in excess of EUR 250 million
        (BorgWarner EUR […] million; Delphi EUR […] million), but they do not achieve
        more than two-thirds of their aggregate EU-wide turnover within one and the same
        Member State.7 The notified operation therefore has an EU dimension.
4.      COMPETITIVE ASSESSMENT
(6)     BorgWarner and Delphi are both active with respect to the sale of automotive
        components for light vehicles (“LVs”). Their activities overlap horizontally as
        regards variable camshaft timing (“VCTs”) for LV in the original equipment
        manufacturer/original equipment supplier (“OEM/OES”) channel, ignition coils for
        LV in the OEM/OES and the independent aftermarket (“IAM”) channels, exhaust
        gas recirculation (“EGR”) valves for LV in the IAM channel, inverters for LV in the
        OEM/OES channel, glow plugs for LV in the IAM channel and glow plug control
4   Following the Transaction, BorgWarner will remain a publicly listed company, and its common stock will
    remain widely dispersed among all shareholders. No shareholders, including the former Delphi
    shareholders, will control BorgWarner post-closing. In particular, the Parties have confirmed that Delphi
    shareholders will not retain any veto rights post-Transaction that could confer joint control over the
    merged entity (see reply to question 1 of RFI 7).
5   Form CO, paragraph 8.
6   Turnover calculated in accordance with Article 5 of the Merger Regulation.
7   See Form CO, Annex 4.
                                                          2
 ---pagebreak---          modules (“GPCMs”) for LV in the IAM channel. In respect of those overlaps, the
         proposed transaction gives rise to affected markets only for the sale of VCTs for LV
         in the OEM/OES channel, ignition coils for LV in the OEM/OES and IAM channels,
         EGR valves for LV in the IAM channel, and glow plugs for LV in the IAM channel.8
         These horizontally affected markets will be examined in Section 4.2.
(7)      There is a vertical relationship between the Parties with respect to BorgWarner’s
         OEM/OES sales of (i) Inlet Metering Valves (“IMV”) for LVs to Delphi in the EEA
         for pass-through resale by Delphi’s aftermarket division; and (ii) IMVs for LVs to
         Delphi for OEM/OES use in India.9 BorgWarner also sells IMVs for heavy
         commercial vehicles (“HCVs”) to other customers in the EEA for OEM/OES use
         and Delphi purchases HCV IMVs from other suppliers for incorporation into its
         diesel common rail systems (“DCRS”). Accordingly, there is also a potential vertical
         relationship between BorgWarner’s sale of HCV IMVs and Delphi’s DCRSs in that
         respect. However, none of these vertical relationships give rise to affected markets10
         and, hence, they will not be discussed further in this decision.11
(8)      Finally, a potential vertical relationship arises in those remaining instances where
         one party is active in the manufacture and sale of a product and the other is active in
         the purchase and resale of that same product in the IAM channel. In particular,
         Delphi purchases EGR valves for LV, glow plugs for LV, GPCMs for LV and
         ignition coils for LV, all for resale to customers of its Aftermarket Division. Today,
         BorgWarner manufactures and sells each of these parts to its own IAM customers
         and it could theoretically begin selling such parts to Delphi for resale by the latter to
         its IAM customers.12 These potential vertical relationships will be examined in
         Section 4.3.
8   In 2019, in the market of LV GPCMs for the IAM channel, the Parties’ activities overlapped in the
    following Member States: Austria, Belgium, Czech Republic, Estonia, Finland, France, Greece, Ireland,
    Italy, Netherlands, Spain, Sweden, United Kingdom, with combined market shares below [10-20]% in
    terms of value of sales at national and EEA level (Form CO, Annex 6.2). In 2019, in the market for LV
    inverters for the OEM/OES channel, the Parties combined market share was of [0-5]% at worldwide level
    and [10-20]% at EEA level in terms of value of sales (Form CO, tables 15 and 16).
9   Delphi buys IMVs from BorgWarner in the EEA that are used for aftermarket repair and replacements
    given that Delphi previously used BorgWarner’s IMVs for their fuel pump production and also buys
    IMVs in India for production of fuel pumps that are installed on older diesel engine models that still
    satisfy local CO2 pollution legislation (unlike in the EEA) (Form CO, paragraph 89(b)). BorgWarner
    entered IMV production in 2006, when it acquired the Fluid Power Division of Eaton Corporation in
    Monaco, consisting of Eaton’s transmission and engine controls product lines. BorgWarner’s IMV
    business supplies the same […] OEM/OES customers today that it supplied at the time of the 2006
    acquisition ([…]). […] (Form CO, paragraphs 278 and 279).
10 In the market (i) for IMV in the OEM/OES segment in 2019, BorgWarner’s market share was of [0-5]%
    for HCV and [0-5]% for LV in the EEA, and [5-10]% for HCV (most of which is generated in […] and
    […]) and [0-5]% for LV worldwide (ii) for DCRS in 2019, Delphi’s market share was [20-30]% for HCV
    and [20-30]% for LV in the EEA, and [10-20]% for HCV and [10-20]% for LV worldwide (Form CO,
    paragraphs 277 to 282).
11 The Transaction also gives rise to the following potential future vertical relationships between the Parties
    […]. None of these potential future vertical relationships gives rise to affected markets and, hence, they
    will not be further discussed in this decision.
12 Form CO, paragraph 283 and reply to question 1(a) of RFI 6.
                                                          3
 ---pagebreak--- 4.1.     Market definition
4.1.1. Automotive parts and components in general
4.1.1.1. Product market definition
(9)      The Commission has consistently defined the relevant product market for the
         manufacture and supply of automotive components on a product-by-product basis,13
         and has left open whether there may be wider markets comprising automotive
         components, modules and systems, or separate markets for “components” and
         “modules”.14 The Commission has also segmented the automotive components
         markets (a) depending on the type of vehicle for which the product is supplied,
         i.e., LVs or HCVs, respectively);15 and (b) depending on the distribution channel to
         which the product is supplied, i.e., parts and components sold to OEM/OESs and the
         IAM, respectively.16
(10)     The product market definition regarding VCTs, ignition coils, EGR valves, and glow
         plugs will be discussed in the sections below.
4.1.1.2. Geographic market definition
(11)     In previous decisions, the Commission has found the geographic scope of the market
         for the sale of automotive components to OEM/OESs to be at least EEA-wide, and
         possibly worldwide, but has left open the precise definition.17 The Notifying Party
         considers these markets to be worldwide in scope since most OEM/OESs source
         their needs of automotive components at global level and require suppliers able to
         serve their global operations to achieve cost savings. However, the Notifying Party
         also provides data and analysis on an EEA-wide basis.18
(12)     Respondents to the Commission’s market investigation did not raise any specificity
         with regard to the geographic market scope of those OEM/OES components affected
         by the present Transaction.19
(13)     For the purposes of this decision, the exact geographic market definition for the sale
         of automotive components in the OEM/OES channel, including VCTs and ignition
13  Commission decision of 12 March 2015 in Case No. COMP/M.7420 - ZF/TRW, paragraph 9;
     Commission decision of 6 February 2013 in Case No. COMP/M.6714 U-Shin/Valeo CAM, paragraph 6.
14  The term “modules” refers to a number of pre-assembled individual components that fulfil a certain
    function in the vehicle and are delivered to the OEMs as a single unit. See Commission decision of
    16 May 2014 in Case No. COMP/M.7182 Visteon Corporation/Automotive Electronics Business of
    Johnson Controls, paragraphs 14-18; Commission decision of 6 February 2013 Case No. COMP/M.6714
    U-Shin/Valeo CAM, paragraph 6; Commission decision of 24 March 2010 in Case No. COMP/M.5799
    Faurecia/Plastal, paragraphs 7- 12.
15  LVs include passenger cars, vans and trucks up to six tonnes in weight. HCVs include lorries, coaches and
    buses weighing more than six tonnes.
16  Commission decision of 12 March 2025 in Case No. COMP/M.7420 - ZF/TRW, paragraph 10.
17  Commission decision of 6 February 2013 Case No. COMP/M.6714 U-Shin/Valeo CAM,
     paragraphs 30-33; Commission decision of 18 July 2011 in Case No. COMP/M.6207 Gestamp/ TKMF,
     paragraphs 30-33; Commission decision of 24 March 2010 in Case No. COMP/M.5799 Faurecia/Plastal,
     paragraphs 13-15.
18  Form CO, paragraph 115.
19  Reply to question 11.2 of the questionnaire to customers and reply to question 11.2 of the questionnaire to
    manufacturers.
                                                         4
 ---pagebreak---          coils, can ultimately be left open as being at least EEA-wide or possibly worldwide,
         as the proposed Transaction does not raise serious doubts as to its compatibility with
         the internal market under either geographic market definition.
(14)     As regards the sales of automotive components to the IAM channel, the Commission
         has previously found the geographic markets to be at least national in scope.20 The
         Notifying Party considers that it is now more accurate to view these markets as
         EEA-wide.21 The Notifying Party has provided data and analysis on national, EEA-
         wide and worldwide basis.22
(15)     Respondents to the Commission’s market investigation did not raise any specificity
         with regard to the geographic market scope of those IAM components affected by
         the present Transaction.23
(16)     For the purposes of this decision, the exact geographic market definition for the sale
         of automotive components in the IAM channel, including ignition coils, EGR valves
         and glow plugs, can ultimately be left open as being national or EEA-wide, as the
         proposed Transaction does not raise serious doubts as to its compatibility with the
         internal market under either geographic market definition.
4.1.2. Product market definition per component
(17)     This section deals with product market definition specifically for each of the
         components for which the proposed Transaction would give to rise to any potentially
         affected market. For the geographic market definition, the Commission refers to
         section 4.1.1.2 above.
4.1.2.1. VCT (OEM/OES channel)
(18)     BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of
         VCTs for LVs to the OEM/OES channel.
(19)     A VCT is a module product that allows for dynamic adjustments to the opening and
         closing of engine intake and exhaust valves by slightly adjusting the rotation of the
         camshaft that operates the valves. The timing of this valve movement, in turn,
         impacts several engine characteristics including torque, noise levels, emissions, and
         fuel economy. VCTs are used primarily in gasoline engines. Delphi does not sell
         VCTs for diesel engines.
20  Commission decision of 28 October 2016 in Case M.8198 Alliance Automotive Group/FPS Distribution,
    paragraph 10, Commission decision of 6 March 2007 in Case M.4456 - Mahle/Dana EPG, paragraph 24.
21 Form CO, paragraph 116. The Notifying Party refers to the trend suggested in case M.1959 -
    Meritor/Arvin.
22 In the market investigation, many customers who purchase components from component manufacturers
    upstream for further on-sale downstream in the IAM indicated that they source globally. However, when
    these customers sell these products in the IAM, they tend to sell to customers in the EEA via national
    distributors. Furthermore, the majority of suppliers to the IAM channel responding to the market
    investigation sell via distributors located in the EEA or via distributors located in the same country as the
    ultimate customer.
23 Reply to question 12.2 of the questionnaire to customers and reply to question 12.2 of the questionnaire to
    manufacturers.
                                                           5
 ---pagebreak--- (20)    A VCT is comprised of a small number of components: a (cam) phaser, a solenoid
        and a center bolt. The phaser is the element that controls the rotation of the camshaft.
        VCT systems can make use of either hydraulic or electric phasers.24 BorgWarner and
        Delphi only sell hydraulic VCTs to the OEM/OES channel.25
        (A)         The Notifying Party’s view
(21)    The Notifying Party submits that the relevant product market can be defined as the
        market for the production and supply of VCTs for LVs to the OEM/OES channel.26
        According to BorgWarner, hydraulic and electric phasers are fully interchangeable
        from a customer’s perspective. However, it considers that their price points are
        different (with electric VCT systems being more expensive) and not all suppliers are
        active in the sale of electric VCTs.27
(22)    The Notifying Party submits that no distinction can be made between VCTs that are
        manufactured for use in automatic or manual transmission systems, and that there is
        no separate market for “high performance” VTCs since there are no VCT
        manufacturers or OEM customers that would make or buy only higher or lower end
        VCTs.28
(23)    According to the Notifying Party, phasers, center bolts and solenoids are typically
        sold together as a VCT (the Parties estimate approximately 60-70% of the time).
        However, in the remaining cases, the Parties supply only the phaser together with the
        center bolt and another company (typically a solenoid specialist) supplies the
        solenoid. The Notifying Party maintains that phasers and center bolts are not sold
        separately.29 The Parties do not supply solenoids on a separate basis.30
        (B)         The Commission’s assessment
(24)    The Commission has not previously considered VCTs in its decisional practice.
(25)    The market investigation indicates that customers often purchase phasers, center
        bolts and solenoids separately, which would suggest the existence of a separate
        product market for each of these components.31 In any case, the Notifying Party has
        submitted market shares for VCTs overall and has indicated that shares for phasers
24  Hydraulic phasers use an oil valve to control the flow of pressurized oil into the phaser cavity and adjust
    the positioning of the phaser, while in an electric system the positioning is adjusted by an electric motor.
25  For the sake of completeness, the Notifying Party notes that both BorgWarner and Delphi have […] of
    VCTs to the IAM channel in China. BorgWarner […] VCTs into the IAM channel in the EEA (Form CO,
    footnote 24).
26  Form CO, paragraph 142.
27  Form CO, paragraphs 125 and 221.
28  Form CO, paragraphs 134 and 138 and following.
29  According to the Parties, the phaser and center bolt are highly specialized parts designed to work only
    with one another (i.e. from the same manufacturer). Solenoid valves, on the other hand, are more generic
    parts used in a variety of fluid power pneumatic and hydraulic systems for both motor vehicles and also in
    other applications.
30  Form CO, footnote 26.
31  Reply to question 5 of the questionnaire to customers. A significant proportion of customers declared to
    purchase phasers, center bolts and solenoids separately, whereas only a minority declared to purchase the
    phasers and the center bolts together and the solenoids separately and another minority group declared to
    purchase all three elements together.
                                                            6
 ---pagebreak---          and center bolts – whether considering the two components together or separately –
         would be substantially the same as their market shares for VCTs overall. As regards
         solenoids, the Parties’ shares would be less than their overall VCT shares given that
         neither of them supply solenoids on a stand-alone basis and some of their VCT
         customers source them from third parties.32
(26)     The Commission has not investigated whether hydraulic and electric VCTs or VCTs
         for diesel or gasoline engines should be considered part of the same product market
         since the Parties’ activities only overlap in the sale of hydraulic VCTs for gasoline
         engines and since the Parties have provided market shares for this segment.
(27)     As regards a further sub-segmentation by type of VCT, a majority33 of customers
         responding to the Commission market investigation confirmed that hydraulic VCTs
         for gasoline engines should not be further sub-divided by type.
(28)     For the purpose of this decision, it can be left open whether the relevant product
         market should comprise VCTs as a whole or whether a sub-segmentation by
         component (phasers, center bolts and solenoids) or by type of VCT (hydraulic and
         electric phaser VCTs) or by type of engine (diesel v gasoline) is necessary, since the
         proposed Transaction does not raise serious doubts as to its compatibility with the
         internal market under either product market definition adopted.
4.1.2.2. Ignition coils (OEM/OES and IAM channel)
(29)     BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of
         ignition coils for LVs to the OEM/OES and IAM channels.
(30)     An ignition coil is an electromagnetic component that converts the low-voltage
         current from a vehicle battery into a higher voltage current. The coil transmits this
         higher voltage current through to the spark plugs, which ignite to create combustion
         in a gasoline engine.
         (A)        The Notifying Party’s view
(31)     According to the Notifying Party, the majority of modern automotive ignition
         systems are referred to as coil-on-plugs (“COPs”), which, in addition to improving
         spark timing, use redesigned ignition coils that generate a hotter spark. In COPs,
         each coil services just one spark plug (as opposed to one coil serving two spark
         plugs), which provides more time to develop a strong charge, and the coils are
         mounted directly on top of the spark plug, so that spark plug cables are eliminated.
         The alternative to a COP is a coil pack that incorporates multiple ignition coils,
         which are placed near the spark plugs but not directly on them.34 The Notifying
         Party submits that there are no significant distinctions between COPs and coil packs
32  Form CO, paragraph 133. See also email from the Notifying Party of 10 September 2020.
33  “Majority” in this Decision stands for more than 50% of the participants in the market investigation who
    replied to the question (excluding those that replied “other”, or “I do not know”).
34 COP ignition coils are placed directly adjacent to their corresponding spark plug (i.e., they are situated in
    situ at the cylinder they will operate on) while coil packs (also referred to as remote coil packs) are placed
    in a remote cluster away from the cylinder, such as on the engine firewall, fender or motor. See reply to
    question 5(a) of RFI 5.
                                                            7
 ---pagebreak---          in terms of functionality and that any choice between ignition coil options reflects
         OEM preference rather than specific engine requirements.35
(32)     The Notifying Party notes that whether in a coil pack or a COP format, the
         functionality of an ignition coil is the same: it provides the energy needed for the
         spark plug to ignite, which starts the combustion process in a combustion engine.
         However, the Notifying Party indicates that coil packs are an older technology and
         generally deliver less energy to the spark plug,36 and that there is relatively low
         supply- and demand-side substitutability between COP ignition coils and coil
         packs.37
(33)     The Notifying Party has confirmed that, within the industry, different nomenclatures
         may be used to refer to COP ignition coils and coil pack ignition coils. In particular,
         according to the Notifying Party: (i) brick ignition coil, modules and coil pack are all
         coil packs, while (ii) the terms plug top coils, pencil coils, top coils, rectangular
         coils, stick coils, coil near plug and pencil type are all COP ignition coils. The
         Notifying Party submits that the fundamental technologies in each category of
         ignition coil (COP and coil packs) are the same regardless of the slight variations
         associated with the nomenclature, that they are all fundamentally doing the same job,
         are available at comparable prices and manufacturers can supply all variants within
         each of these two categories of ignition coils. In particular, the Notifying Party notes
         that within the COP or coil pack categories, the price does not change significantly
         as a result of which variation (or nomenclature) is used and therefore should be
         considered as substitutes and part of the same product market. With respect to
         lamination stacks, the Notifying Party submits that these are not a type of ignition
         coil but rather an internal element of the ignition coil that is used in newer coils
         (older coils used a powdered metal core instead).38 According to the Notifying Party,
         the use of lamination stacks is purely a design choice made by manufacturers
         depending on how they choose to meet the customer’s performance needs.39
         (B)       The Commission’s assessment
(34)     The Commission has not specifically considered a product market for ignition coils
         for use in the automotive sector.
(35)     The majority of customers responding to the Commission’s market investigation
         consider that a further sub-segmentation within ignition coils does not apply.40
         However, the majority of ignition coil manufacturers responding to the
         Commission’s market investigation consider that ignition coils could be further sub-
         segmented into brick ignition coils and plug top ignition coil; pencil coil, top coil
         and modules; rectangular shaped coils and stick shaped coils; plug-top coil, coil near
35  Form CO, paragraph 147.
36  According to the Parties, over time, OEMs have been shifting to COP ignition coils, which deliver more
    energy resulting in better performance. As a result, OEMs’ demand for coil packs has shrunk significantly,
    hence the significantly larger number of COP ignition coils sold globally (approx. […] million units) than
    coil packs (approx. […] million units). There have been very few sales of coil packs in the EEA in 2019
    (only approx. […] units, accounting for […]% of overall sales volume) (Form CO, paragraph 151).
37  Reply to question 5(b) of RFI5.
38  Reply to question 5(a) of RFI 5.
39  Reply to question 5(a) of RFI 5.
40  Reply to question 7 of the questionnaire to customers.
                                                          8
 ---pagebreak---         plug, pencil coil, coil pack; lamination stacks; and pencil type, COP). The majority
        of ignition coil manufacturers also confirmed that they produced all different types.41
(36)    The Notifying Party has confirmed that all ignition coils referred to by the
        respondents to the Commission’s market investigation fall into the two categories
        described by the Parties (COPs and coil pack ignition coils), as explained in
        paragraph (33)
(37)    For the purpose of the present decision, it can ultimately be left open whether
        ignition coils overall constitute a relevant product market, or whether a further sub-
        segmentation between (i) COP ignition coils and (ii) coil pack ignition coils should
        apply, as the proposed Transaction does not raise serious doubts as to its
        compatibility with the internal market under either delineation. The Commission
        considers that no further sub-segmentation of COPs or coil packs is warranted by
        variations due to the reasons set out in paragraph (36) above.
4.1.2.3. EGR valves (IAM channel)
(38)    BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of
        EGR valves for LVs in the IAM channel.
(39)    EGR is a nitrogen oxide emissions reduction technique used in petrol/gasoline and
        diesel engines. EGR products work by recirculating a portion of an engine’s exhaust
        gas back to the engine cylinders. This dilutes the oxygen in the incoming air stream
        and provides gases inert to combustion to act as absorbents of combustion heat to
        reduce peak in-cylinder temperatures. In a gasoline engine, this inert exhaust
        displaces some amount of combustible charge in the cylinder, effectively reducing
        the quantity of charge available for combustion without affecting the air/fuel ratio. In
        a diesel engine, the exhaust gas replaces some of the excess oxygen in the pre-
        combustion mixture. EGR valves are component parts used in EGR systems.42
(40)    According to the Notifying Party, EGR valves may differ in design depending on the
        power that the engine of the vehicle generates and the governing emissions
        standard43 and indeed each EGR valve used in each engine model is different from
        the EGR valve used in any other engine model.44 EGR valves can broadly be of two
        types: pressure (pneumatic) controlled or electronically controlled.45
(41)    BorgWarner manufactures EGR valves. Only […]% of its sales are to the IAM
        channel. Delphi does not manufacture EGR valves. It only purchases EGR valves for
        LCVs and resells them to IAM customers.
41  Reply to question 7 of the questionnaire to competitors.
42  Only BorgWarner sells EGR systems.
43 Generally, gasoline engines have lower power values than diesel engines.
44 Form CO, paragraph 182.
45 Form CO, paragraph 184.
                                                          9
 ---pagebreak---         (A)        The Notifying Party’s view
(42)    The Notifying Party submits that EGR valves should be considered a separate
        product market from EGR systems.46
(43)    Moreover, according to BorgWarner, although EGR valves’ design may differ
        depending on the power of the engine, any distinctions between EGR valves used in
        engines of different power values are minor, there is no difference specifically
        resulting from whether the EGR valve is used in a diesel engine or a gasoline engine.
        Moreover, the Notifying Party submits that producers do not specialise in any type
        of EGR valve and can easily switch production between EGR valves for LV vehicles
        with different engine powers. The Notifying Party also considers that both pressure-
        controlled and electronic EGR valves are interchangeable for one another and are
        used in the same applications.47
        (B)        The Commission’s assessment
(44)    The Commission has previously identified a product market for EGR in general,48
        without distinction between systems, valves or other components. Therefore, the
        Commission has not previously defined the product market for EGR valves.
(45)    The market investigation shows that a vast majority of customers purchase EGR
        valves separately, and not as part of the EGR system, which suggests that valves
        could be viewed as a separate product market.49 Also a majority of customers50 and
        manufacturers51 consider that EGR valves should not be sub-segmented by type
        (e.g. between gasoline and diesel engines). As one customer puts it, EGR valves are
        components “with few components and specific for each engine”.52 By contrast, a
        majority of customers indicated that pressure controlled and electronically controlled
        EGR valves are not substitutable from a customer perspective.53
(46)    In any case, for the purpose of the present decision, it can be left open whether the
        relevant product market should comprise EGR valves as a whole, whether sub-
        segmentations depending on the type of engine (gasoline/diesel) and valve (pressure
        or electronically controlled) are necessary or whether EGR valves should be part of a
        broader market of EGR systems since the proposed Transaction does not raise
        serious doubts as to its compatibility with the internal market regardless of the exact
        product market definition adopted.
46  See Form CO, paragraph 186.
47  See Form CO, paragraphs 181-186.
48  See decision of 19 December 2008 in Case No. COMP/M.5294 Schaeffler/Continental.
49  Reply to question 4 of the questionnaire to customers.
50  Reply to question 7 of the questionnaire to customers.
51  Reply to question 7 of the questionnaire to competitors.
52  Reply to question 7 of the questionnaire to customers.
53  Reply to question 8 of the questionnaire to customers.
                                                          10
 ---pagebreak--- 4.1.2.4. Glow plugs and GPCM (IAM channel)
        Glow plugs
(47)    BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of
        glow plugs for LVs to the IAM channel.
(48)    A glow plug is a component part consisting of a pencil-shaped piece of metal with a
        heating element at the tip used in some diesel engines. As diesel is thicker than
        gasoline/petrol, the glow plug warms the pre-combustion or combustion chambers of
        a diesel engine as a starting aid to encourage quicker ignition from compression. In
        general, diesel engines do not require any starting aid as combustion is achieved
        through compression. Therefore, some diesel engines, especially direct injected ones,
        do not have starting aid systems such as glow plugs. This however depends upon the
        displacement and combustion chamber design, and engines with more combustion
        chamber surface, such as pre-combustion chamber and swirl chamber injected
        engines, make use of glow plugs as a starting aid.
(49)    Within glow plugs, the Notifying Party submits that metallic glow plugs are an older
        technology than ceramic glow plugs, that ceramic glow plugs have a longer useful
        life, typically outlast the engine and therefore do not require replacement at all, and
        that ceramic glow plugs are made from a more specialised fabrication material. As a
        result, according to the Notifying Party, ceramic glow plugs cost approximately
        […]-[…] times more than metallic glow plugs.
(50)    BorgWarner manufactures (overall) glow plugs for LVs and HCVs and sells them
        mostly to OEM/OES customers (approx. […]% of glow plugs revenues), as opposed
        to IAM customers (approx. […]% of glow plugs revenues). Delphi does not
        manufacture glow plugs and instead only purchases small quantities from third
        parties for pass-through resale to its IAM customers in the EEA.54
        GPCMs
(51)    Although not giving rise to an affected market, BorgWarner’s activities overlap
        horizontally with Delphi with respect to the sale of GPCMs for LVs to the IAM
        channel.
(52)    A GPCM is a component that monitors glow plug usage and regulates timing and
        performance to optimise engine operation. It uses a microprocessor to determine
        when to power the glow plugs and how much electrical current is necessary. Glow
        plugs and GPCMs are sold separately.
(53)    BorgWarner manufactures GPCMs for LVs and HCVs and sells them to OEM/OES
        customers (approx. […]% of 2019 GPCM revenues) and to IAM customers ([…]%
        of 2019 GPCM revenues). Delphi does not manufacture GPCMs and instead only
        purchases a very small amount from third parties for pass-through resale to its IAM
        customers in the EEA.55
54  […].
55  Form CO, paragraph 178.
                                                   11
 ---pagebreak---         (A)        The Notifying Party’s view
(54)    The Notifying Party submits that glow plugs and GPCMs are separate markets as
        there are no specific advantages to using a glow plug and a GPCM made by the same
        manufacturer. BorgWarner estimates that […]% of customers purchase their glow
        plugs and GPCMs from different sources.56 The Notifying Party also submits that
        not every diesel-engine vehicle that uses glow plugs will also incorporate a GPCM
        (glow plugs may also be controlled by the car’s electronic control unit).57
(55)    Within glow plugs, the Notifying Party submits that, while most glow plug suppliers
        have capability in both metallic and ceramic glow plugs, considering the differences
        between the two (see paragraph (49) above), there is a plausible further sub-
        segmentation between ceramic and metallic glow plugs.58
        (B)        The Commission’s assessment
(56)    The Commission has not specifically considered the market for glow plugs or
        GPCMs for use in the automotive sector.
(57)    The majority of respondents to the market investigation confirmed that they usually
        purchase glow plugs and GPCMs separately (either from the same or a different
        supplier),59 which would suggest the existence of separate product market for each of
        these components.
(58)    Within glow plugs, the majority of customers responding to the Commission’s
        market investigation consider that a further sub-segmentation does not apply and that
        the same suppliers produce all types, while one customer outlines a further sub-
        segmentation between ceramic and metallic glow plugs.60 However, the majority of
        manufacturers of glow plugs responding to the Commission’s market investigation
        consider that a further sub-segmentation is applicable between ceramic and metallic
        glow plugs (as indicated by one of the respondents “[b]oth types have different
        heating behavior, different supply voltage” and because they are based in a
        “completely different technology […] [a] switch from one type to the other is not
        easily possible”). The majority of manufacturers of glow plugs also confirm that
        they produce both metallic and ceramic glow plugs.61
(59)    In view of the results of the market investigation, and of the views expressed by the
        Notifying Party, for the purposes of this decision, the Commission considers that
        (i) glow plugs and (ii) GPCMs constitute separate product markets.62 For the
        purposes of this decision, the exact product market definition within glow plugs can
        ultimately be left open as either encompassing the market for glow-plugs overall, or
        as being further sub-segmented between (i) metallic glow plugs and (ii) ceramic
56  Form CO, paragraph 176.
57  Form CO, paragraph 177.
58  Reply to question 4(a) of RFI 5.
59  Reply to question 6 of the questionnaire to competitors and reply to question 6 of the questionnaire to
    customers.
60  Reply to questions 7 and 9 of the questionnaire to customers.
61  Reply to question 7 of the questionnaire to competitors.
62  The sale of GPCMs alone does not give rise to any affected market in the IAM channel, therefore this
    market will not be discussed any further.
                                                          12
 ---pagebreak---          glow plugs, as the proposed Transaction does not raise serious doubts as to its
         compatibility with the internal market under either delineation.
4.2.     Horizontal effects
4.2.1. Analytical framework
(60)     Article 2 of the Merger Regulation requires the Commission to examine whether
         notified concentrations are compatible with the internal market, by assessing whether
         they would significantly impede effective competition in the internal market or in a
         substantial part of it, in particular through the creation or strengthening of a
         dominant position.
(61)     The Commission Guidelines on the assessment of horizontal mergers under the
         Merger Regulation (the "Horizontal Merger Guidelines")63 distinguish between two
         main ways in which mergers between actual or potential competitors on the same
         relevant market may significantly impede effective competition, namely non-
         coordinated effects and coordinated effects.
(62)     Non-coordinated effects may significantly impede effective competition by
         eliminating the competitive constraint imposed by each merging party on the other,
         as a result of which the merged entity would have increased market power without
         resorting to coordinated behaviour. The Horizontal Merger Guidelines list a number
         of factors64 which may influence whether or not significant non-coordinated effects
         are likely to result from 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. Not all of these factors need to be present for
         significant non-coordinated effects to be likely. The list of factors, any one of which
         is not necessarily decisive, is also not an exhaustive list.
4.2.2. Summary of horizontally affected markets
(63)     The Transaction will result in a limited number of horizontally affected markets.
(64)     As regards the OEM/OES channel, the Transaction only results in horizontally
         affected markets in the EEA for (i) VCT for LVs (as well as in the sub-segments of
         hydraulic VCTs, hydraulic gasoline-engine VCTs and for phasers and center bolts
         for VCTs – whether considering the two components together or separately), and
         (ii) ignition coils for LVs (as well as in the sub-segments of COP ignition coils and
         pack ignition coils). Worldwide, the sub-segment of pack ignition coils is also
         affected.
63   OJ C 31, 5.2.2004, p. 5.
64   Horizontal Merger Guidelines, paras 24 et seq.
                                                     13
 ---pagebreak--- (65)    As regards the IAM channel, the Transaction does not give rise to affected markets
        at EEA level.65 At national level, the Transaction results in several horizontally
        affected markets in the IAM LV segment for:
       (i) EGR valves for diesel vehicles in Croatia, Estonia, Germany and Romania. In the
             sub-segments of electronic EGR valves for diesel engines and in pneumatic EGR
             valves for diesel engines, the same national markets would be affected as well as,
             respectively, Slovenia and Poland;
       (ii) ignition coils in Germany, Poland and Romania (as well as for pack ignition coils
             in Germany, Poland, Romania and the United Kingdom and for COP ignition
             coils in Germany, Poland and Romania); and
       (iii) glow plugs in Portugal and Romania (as well as for metallic glow plugs in
             Portugal and Romania).
4.2.3. VCTs (OEM/OES channel)
(66)    The Parties have provided worldwide and EEA-wide shares for the sale in the
        OEM/OES channel of (i) VCTs for LVs, (ii) hydraulic phaser-VCTs for LVs, and
        (iii) hydraulic phaser-VCTs for gasoline-engine VCTs. The proposed Transaction
        would not give rise to an affected market at worldwide level under any of these three
        plausible product market definitions. At EEA level, the potential markets are barely
        affected.
(67)    As shown in Table 1 below, BorgWarner’s and Delphi’s combined share at EEA-
        level in (overall) VCTs in the OEM/OES channel in 2019 was [20-30]% with an
        increment of less than [0-5]% by value.66 The combined share by volume would be
        even lower ([10-20]%). There are two competitors with shares at least as high as the
        Parties’ combined share: Schaeffler ([20-30]%) and Denso ([20-30]%). Shares for
        the sale of VCTs for LVs and for the sale of hydraulic phaser VCTs for LVs in the
        EEA are identical, as according to BorgWarner, no manufacturer currently sells any
        electric phaser VCTs in the EEA.67
65  The Parties also provided shares at worldwide level, which in all cases remained below 20%.
66  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
67 See Form CO, Table 6.
                                                         14
 ---pagebreak---          Table 1: VCTs for light vehicles (OEM/OES) – 2019 – EEA
                                              Market Share           Sales Value         Market Share
Company                 Sales Volume
                                               (Volume %)               (EUR)               (Value %)
BorgWarner                     […]               [10-20]%                […]                 [10-20]%
Delphi                         […]                [5-10]%                […]                   [0-5]%
Combined                       […]               [10-20]%                […]                 [20-30]%
Schaeffler                     […]               [20-30]%                […]                 [20-30]%
Denso                          […]               [20-30]%                […]                 [20-30]%
Hilite                         […]               [10-20]%                […]                 [10-20]%
Mitsubishi                     […]                                       […]
                                                   [0-5]%                                      [0-5]%
Electric
Hitachi                        […]                 [0-5]%                […]                   [0-5]%
Aisin                          […]                 [0-5]%                […]                   [0-5]%
Others                         […]               [10-20]%                […]                 [10-20]%
Total                          […]                100,0%                 […]                  100,0%
         Source: Form CO, Table 4
(68)     Table 2 below shows BorgWarner’s, Delphi’s and their main competitors share by
         value and volume in the sale of hydraulic phase-VCTs for gasoline-engine LVs in
         the OEM/OES channel in the EEA in 2019.68 The Parties’ combined share by value
         in 2019 barely exceeded 20%, with an increment of less than [0-5]%, with two
         competitors with higher shares: Schaeffler ([20-30]%) and Denso ([20-30]%).
         Table 2: Hydraulic VCTs for gasoline-engine light vehicles (OEM/OES) – 2019
         – EEA
                                             Market Share            Sales Value         Market Share
     Company           Sales Volume
                                              (Volume %)              (EUR)73               (Value %)
BorgWarner                    […]               [10-20]%                 […]                 [10-20]%
Delphi                        […]                [5-10]%                 […]                   [0-5]%
Combined                      […]               [10-20]%                 […]                 [20-30]%
Schaeffler                    […]               [20-30]%                 […]                 [20-30]%
Denso                         […]               [20-30]%                 […]                 [20-30]%
Hilite                        […]               [10-20]%                 […]                 [10-20]%
Mitsubishi                    […]                 [0-5]%                 […]                   [0-5]%
Electric
Hitachi                       […]                 [0-5]%                 […]                   [0-5]%
Aisin                         […]                 [0-5]%                 […]                   [0-5]%
Others                        […]               [10-20]%                 […]                 [10-20]%
Total                         […]                100.0%                  […]                  100.0%
         Source: Form CO, Table 8.
(69)     As regards a possible sub-segmentation by component (phasers, center bolts and
         solenoids separately), the Notifying Party has indicated that the Parties’ shares for
         phasers and center bolts – whether considering the two components together or
         separately – would be substantially the same as their market shares for VCTs overall
68   According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
     those in 2019.
                                                        15
 ---pagebreak---         and as regards solenoids, Parties’ shares would be less than their overall VCT
        shares.69
(70)    In the market investigation, a vast majority of customers considered that they would
        be able to find alternative suppliers and some declared to produce VCTs in-house70
        although a majority of customers also indicated that they face important barriers
        when switching VCT suppliers.71 Nevertheless, the limited combined share of the
        Parties and, especially, the limited share increment – under any possible product
        market segmentation – illustrate that the proposed transaction would not
        fundamentally change the supply structure of the market, thus making it unlikely that
        it results in any significant impediment to effective competition.
(71)    In view of the above, the Commission considers that the proposed Transaction does
        not raise serious doubts as to its compatibility with the internal market as regards the
        supply of VCTs for LVs in the OEM/OES channel, under any plausible product or
        geographic market definition.
4.2.4. Ignition coils (OEM/OES and IAM channels)
4.2.4.1. The Parties’ position in the OEM/OES channel
(72)    The Parties have provided worldwide and EEA-wide market shares for the sale of
        (i) ignition coils as a whole, (ii) COP ignition coils and (iii) coil pack ignition coils.
(73)    At worldwide level, only the sub-segment of pack ignition coils would be affected,
        with a combined share of [20-30]% and a negligible increment of [0-5]%.
(74)    At EEA-wide level, as shown in Table 3 below the Parties’ combined market share
        for the sale of ignition coils for LVs in the OEM/OES channel in 2019 was [20-30]%
        by both value and volume.72
69  Form CO, paragraph 133. See also response email from the Notifying Party of 10 September 2020.
70  Reply to question 14 of the questionnaire to customers.
71 Reply to question 13 of the questionnaire to customers. Several customers pointed in general to the need
    to validate, homologate and test the products of a new supplier, and one customer mentioned that there are
    fewer producers of hydraulic VCT worldwide due to the technological complexity of the products, which
    translates into lower leverage for negotiations on price and other commercial terms.
72 According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                           16
 ---pagebreak---         Table 3: Ignition Coils for light vehicles (OEM/OES) – 2019 – EEA
                                             Market Share           Sales Value         Market Share
Company                 Sales Volume
                                              (Volume %)               (EUR)               (Value %)
BorgWarner                    […]                [5-10]%                […]                  [5-10]%
Delphi                        […]               [10-20]%                […]                 [10-20]%
Combined                      […]               [20-30]%                […]                 [20-30]%
Eldor                         […]               [40-50]%                […]                 [40-50]%
Denso                         […]               [10-20]%                […]                 [10-20]%
Bosch                         […]                 [0-5]%                […]                   [0-5]%
Hitachi-Hanshin               […]                 [0-5]%                […]                   [0-5]%
YuraTech                      […]                 [0-5]%                […]                   [0-5]%
Federal Mogul                 […]                 [0-5]%                […]                   [0-5]%
Diamond                       […]                 [0-5]%                […]                   [0-5]%
Pulse                         […]                 [0-5]%                […]                   [0-5]%
Others                        […]                 [0-5]%                […]                   [0-5]%
Total                         […]                100,0%                 […]                  100,0%
        Source: Form CO, Table 10
(75)    As shown in Table 4 below, the Parties’ combined market share for the sale of COP
        ignition coils for LVs in the OEM/OES channel in the EEA in 2019 was [20-30]%
        by both value and volume.73
73  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                       17
 ---pagebreak---         Table 4: COP Ignition Coils for LVs (OEM/OES) – 2019 – EEA
                                             Market Share           Sales Value         Market Share
Company                Sales Volume
                                             (Volume %)                (EUR)               (Value %)
BorgWarner                    […]              [10-20]%                 […]                  [5-10]%
Delphi                        […]              [10-20]%                 […]                 [10-20]%
Combined                      […]              [20-30]%                 […]                 [20-30]%
Eldor                         […]              [40-50]%                 […]                 [40-50]%
Denso                         […]              [10-20]%                 […]                 [10-20]%
Bosch                         […]                 [0-5]%                […]                   [0-5]%
Hitachi-Hanshin               […]                 [0-5]%                […]                   [0-5]%
YuraTech                      […]                 [0-5]%                […]                   [0-5]%
Diamond                       […]                 [0-5]%                […]                   [0-5]%
Pulse                         […]                 [0-5]%                […]                   [0-5]%
Others                        […]                 [0-5]%                […]                   [0-5]%
Total                         […]                100.0%                 […]                  100.0%
        Source: Form CO, Table 12
(76)    As shown in Table 5 below, the Parties’ combined market share for the sale of coil
        pack ignition coils in the OEM/OES segment in the EEA in 2019 was [40-50]% by
        both value and volume but with a negligible increment of [0-5]% by value and
        [0-5]% by volume.74
        Table 5: Coil Pack Ignition Coils for LVs (OEM/OES) – 2019 – EEA
                                             Market Share           Sales Value         Market Share
Company                Sales Volume
                                              (Volume %)               (EUR)               (Value %)
BorgWarner                    […]                 [0-5]%                […]                   [0-5]%
Delphi                        […]               [40-50]%                […]                 [40-50]%
Combined                      […]               [40-50]%                […]                 [40-50]%
Federal Mogul                 […]               [40-50]%                […]                 [40-50]%
Eldor                         […]                 [0-5]%                […]                   [0-5]%
Valeo                         […]                 [0-5]%                […]                   [0-5]%
Visteon                       […]                 [0-5]%                […]                   [0-5]%
Bosch                         […]                 [0-5]%                […]                   [0-5]%
Others                        […]                 [0-5]%                […]                   [0-5]%
Total                         […]                100.0%                 […]                  100.0%
        Source: Form CO, Table 14
4.2.4.2. The Parties’ position in the IAM channel
(77)    The proposed Transaction would not give rise to any affected markets at EEA-wide
        (or worldwide) level, regardless of the product market definition adopted.
74  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                       18
 ---pagebreak--- (78)     At national level, as shown in Table 6 below, the Parties’ combined market share for
         the sale of ignition coils overall for LV in the IAM segment in 2019 exceeded 20%
         in only three Member States:75 (i) Germany ([20-30]% by value and volume);
         (ii) Poland ([20-30]% by value and volume); and (iii) Romania ([20-30]% by value
         and volume).
         Table 6: Ignition Coils for LVs (IAM) - 2019 - Affected markets 76
 Company                 Sales Volume            Market              Sales Value              Market
                                                  Share              (EUR)                     Share
                                              (Volume %)                                     (Value %)
                                                    Germany
 BorgWarner                         […]             [10-20]%                        […]             [10-20]%
 Delphi                             […]                 [0-5]%                      […]                [0-5]%
 Combined                           […]              [20-30]%                       […]             [20-30]%
 NGK                          […]-[…]                  20-30%                 […]-[…]                 20-30%
 Bosch                        […]-[…]                  15-25%                 […]-[…]                 15-25%
 Hitachi                      […]-[…]                  10-20%                 […]-[…]                 10-20%
 Denso                        […]-[…]                    0-10%                […]-[…]                   0-10%
 Driv                         […]-[…]                    0-10%                […]-[…]                   0-10%
 Others                       […]-[…]                    5-15%                […]-[…]                   5-15%
 Total                              […]               100.00%                       […]              100.00%
                                                     Poland
 BorgWarner                         […]               [5-10]%                       […]               [5-10]%
 Delphi                             […]             [10-20]%                        […]             [10-20]%
 Combined                           […]              [20-30]%                       […]             [20-30]%
 NGK                          […]-[…]                  20-30%                 […]-[…]                 20-30%
 Bosch                        […]-[…]                  15-25%                 […]-[…]                 15-25%
 Hitachi                      […]-[…]                  10-20%                 […]-[…]                 10-20%
 Denso                        […]-[…]                   0-10%                 […]-[…]                   0-10%
 Driv                         […]-[…]                   0-10%                 […]-[…]                   0-10%
 Others                       […]-[…]                   5-15%                 […]-[…]                   5-15%
 Total                              […]               100.00%                       […]              100.00%
75  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
76 In the EEA, the Parties’ activities overlap in the sale of ignition coils for LVs to the IAM in the following
    countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland,
    France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Malta, Netherlands,
    Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom. The
    table only reports those overlaps resulting in affected markets.
                                                            19
 ---pagebreak---  Company                 Sales Volume           Market               Sales Value            Market
                                                  Share              (EUR)                    Share
                                             (Volume %)                                   (Value %)
                                                   Romania
 BorgWarner                         […]            [10-20]%                       […]             [10-20]%
 Delphi                             […]              [5-10]%                      […]             [10-20]%
 Combined                           […]             [20-30]%                      […]             [20-30]%
 NGK                          […]-[…]                 20-30%                  […]-[…]               20-30%
 Bosch                        […]-[…]                 15-25%                  […]-[…]               15-25%
 Hitachi                      […]-[…]                 10-20%                  […]-[…]               10-20%
 Denso                        […]-[…]                   0-10%                 […]-[…]                0-10%
 Driv                         […]-[…]                   0-10%                 […]-[…]                0-10%
 Others                       […]-[…]                   0-10%                 […]-[…]                0-10%
 Total                              […]                  100%                     […]                 100%
         Source: Form CO, Table 17
(79)     As regards the potential narrower market of COP ignition coils for LVs, the picture
         is very similar, as shown in Table 7 below. The Parties’ combined market share in
         2019 exceeded 20% only in three Member States and, among those, as regards
         Germany and Poland, the 20% threshold is exceeded only if looking at shares by
         volume rather than value.77
         Table 7: COP ignition coils for LVs (IAM) - 2019 - Affected markets 78
 Company                 Sales Volume           Market               Sales Value            Market
                                                  Share              (EUR)                    Share
                                             (Volume %)                                   (Value %)
                                                   Germany
BorgWarner                            […]            [10-20]%                      […]             [10-20]%
Delphi                                […]                [0-5]%                    […]                [0-5]%
Combined                              […]            [20-30]%                      […]             [10-20]%
NGK                             […]-[…]                20-30%                  […]-[…]               20-30%
Bosch                           […]-[…]                15-25%                  […]-[…]               15-25%
Hitachi                         […]-[…]                10-20%                  […]-[…]               10-20%
Denso                           […]-[…]                  0-10%                 […]-[…]                0-10%
Driv                            […]-[…]                  0-10%                 […]-[…]                0-10%
Others                          […]-[…]                  5-15%                 […]-[…]                5-15%
Total                                 […]               100.0%                     […]               100.0%
77  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
78 In the EEA, the Parties overlap in the sale of LV COP ignition coils to the IAM in the following countries:
    Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France,
    Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Malta, Netherlands, Norway,
    Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and United Kingdom (Form CO, Annex
    6.2). The table only reports those overlaps resulting in affected markets.
                                                           20
 ---pagebreak---  Company              Sales Volume           Market             Sales Value              Market
                                              Share             (EUR)                      Share
                                           (Volume %)                                  (Value %)
                                                Poland
BorgWarner                           […]           [5-10]%                     […]                [5-10]%
Delphi                               […]         [10-20]%                      […]              [10-20]%
Combined                             […]         [20-30]%                      […]               [10-20]%
NGK                           […]-[…]              20-30%                […]-[…]                   20-30%
Bosch                         […]-[…]              15-25%                […]-[…]                   15-25%
Hitachi                       […]-[…]              10-20%                […]-[…]                   10-20%
Denso                         […]-[…]                0-10%               […]-[…]                    0-10%
Driv                          […]-[…]                0-10%               […]-[…]                    0-10%
Others                        […]-[…]                5-15%               […]-[…]                    5-15%
Total                                […]            100.0%                     […]                 100.0%
                                               Romania
BorgWarner                           […]         [10-20]%                      […]              [10-20]%
Delphi                               […]           [5-10]%                     […]                  [0-5]%
Combined                             […]         [20-30]%                      […]               [20-30]%
NGK                           […]-[…]              20-30%                […]-[…]                   20-30%
Bosch                         […]-[…]              15-25%                […]-[…]                   15-25%
Hitachi                       […]-[…]              10-20%                […]-[…]                   10-20%
Denso                         […]-[…]                0-10%               […]-[…]                    0-10%
Driv                          […]-[…]                0-10%               […]-[…]                    0-10%
Others                        […]-[…]                5-15%               […]-[…]                    5-15%
Total                                […]            100.0%                     […]                 100.0%
        Source: Reply to question 5(d) of RFI 5
(80)    Finally, as regards coil pack ignition coils for LVs, at national level, as shown in
        Table 8 below, the Parties’ combined market share exceeds 20% in only three
        Member States as well as the United Kingdom in 2019.79
79  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                       21
 ---pagebreak---         Table 8: Coil pack ignition coils for LVs (IAM) - 2019 - Affected markets 80
 Company                 Sales Volume          Market           Sales Value               Market
                                                Share           (EUR)                      Share
                                             (Volume %)                                  (Value %)
                                                  Germany
BorgWarner                            […]          [20-30]%                      […]             [10-20]%
Delphi                                […]             [0-5]%                     […]               [5-10]%
Combined                              […]          [20-30]%                      […]             [20-30]%
NGK                             […]-[…]              20-30%               […]-[…]                  20-30%
Bosch                           […]-[…]              15-25%               […]-[…]                  15-25%
Hitachi                         […]-[…]              10-20%               […]-[…]                  10-20%
Denso                           […]-[…]               0-10%               […]-[…]                    0-10%
Driv                            […]-[…]               0-10%               […]-[…]                    0-10%
Others                          […]-[…]               5-15%               […]-[…]                    5-15%
Total                                 […]            100.0%                      […]                100.0%
                                                   Poland
BorgWarner                            […]             [0-5]%                     […]                 [0-5]%
Delphi                                […]          [20-30]%                      […]             [20-30]%
 Combined             […]                   [20-30]%         […]                       [20-30]%
NGK                             […]-[…]              20-30%               […]-[…]                  20-30%
Bosch                           […]-[…]              15-25%               […]-[…]                  15-25%
Hitachi                         […]-[…]              10-20%               […]-[…]                  10-20%
Denso                           […]-[…]               0-10%               […]-[…]                    0-10%
Driv                            […]-[…]               0-10%               […]-[…]                    0-10%
Others                          […]-[…]               5-15%               […]-[…]                    5-15%
Total                                 […]            100.0%                      […]                100.0%
                                                  Romania
BorgWarner                            […]           [5-10]%                      […]               [5-10]%
Delphi                                […]          [10-20]%                      […]             [20-30]%
Combined                              […]          [20-30]%                      […]             [30-40]%
NGK                             […]-[…]              20-30%               […]-[…]                  20-30%
Bosch                           […]-[…]              15-25%               […]-[…]                  15-25%
Hitachi                         […]-[…]              10-20%               […]-[…]                  10-20%
Denso                           […]-[…]               0-10%               […]-[…]                    0-10%
Driv                            […]-[…]               0-10%               […]-[…]                    0-10%
Others                          […]-[…]               5-15%               […]-[…]                    5-15%
Total                                 […]            100.0%                      […]                100.0%
80  In the EEA, the Parties overlap in the sale of LV coil pack ignition coils to the IAM in the following
    countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland,
    France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Malta, Netherlands, Norway,
    Poland, Portugal, Romania, Slovakia, Spain, Sweden and United Kingdom. The table only reports those
    overlaps resulting in affected markets.
                                                        22
 ---pagebreak---  Company               Sales Volume          Market        Sales Value        Market
                                              Share        (EUR)                Share
                                          (Volume %)                         (Value %)
                                                 United
                                                Kingdom
BorgWarner                         […]              [0-5]%             […]                [0-5]%
Delphi                             […]           [20-30]%              […]             [20-30]%
Combined                           […]           [20-30]%              […]             [20-30]%
NGK                           […]-[…]              20-30%          […]-[…]               20-30%
Bosch                         […]-[…]              15-25%          […]-[…]               15-25%
Hitachi                       […]-[…]              10-20%          […]-[…]               10-20%
Denso                         […]-[…]               0-10%          […]-[…]                0-10%
Driv                          […]-[…]               0-10%          […]-[…]                0-10%
Others                        […]-[…]               5-15%          […]-[…]                5-15%
Total                              […]             100.0%              […]               100.0%
        Source: Reply to question 5(d) of RFI 5
4.2.4.3. Commission’s assessment (OEM/OES and IAM channels)
(81)    With regard to the OEM/OES channel, the Commission considers that the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market as regards the supply of ignition coils and its sub-segments. First, for ignition
        coils overall and for COP ignition coils, the Parties’ combined share is below the
        25% threshold referred to in the Horizontal Merger Guidelines as an indication that
        competition concerns are unlikely to arise.81 Eldor (ignition coils overall: [40-50]%
        share, COP ignition coils: [40-50]% share) will be larger than the merged entity and
        will remain the market leader in these markets post-Transaction. In addition, Denso,
        Bosch and others will continue to be significant competitors. Second, while for pack
        ignition coils the Parties’ combined share will be [40-50]%, the market increment
        brought by the Transaction is only [0-5]% and Federal Mogul (with [40-50]% share)
        will remain the market leader post-Transaction. Therefore, overall, the supply
        structure of the market will not be fundamentally altered by the proposed
        Transaction.
(82)    With regard to the IAM channel, the Commission considers that the Transaction
        does not raise serious doubts as to its compatibility with the internal market as
        regards the supply of ignition coils or any sub-segment thereof in Germany, Poland,
        Romania and (only with respect to coil pack ignition coils) the United Kingdom.
        First, for ignition coils and COP ignition coils, the highest combined share is of
        [20-30]% (COP ignition coils in Romania by volume), while by value the Parties’
        combined share will remain below the 25% threshold referred to in the
        Commission’s Horizontal Merger Guidelines as an indication that competition
        concerns are unlikely to arise. Furthermore, in each country, NGK will remain as a
        large, or larger competitor than the Parties post-Transaction and Bosch, Hitachi,
        Denso and Driv will also remain as significant competitors. Second, for coil pack
        ignition coils, where the highest combined share is [30-40]% (coil-pack ignition
        coils in Romania by value), in each affected market, NGK will remain as a large, or
81  Horizontal Merger Guidelines, paragraph 18.
                                                      23
 ---pagebreak---          larger competitor than the Parties post-Transaction and Bosch, Hitachi, Denso and
         Driv will also remain as significant competitors.
(83)     The results of the market investigation confirm that a majority of IAM customers do
         not face significant barriers when switching from one supplier to another, whereas
         switching is more difficult for OEM customers82 and that a vast majority of OEM
         and IAM customers would be able to find alternative suppliers if the Parties
         increased their prices.83 Furthermore, the market investigation confirms that
         competitors have spare capacity to increase production if they received more
         orders.84 Finally, none of the customers or competitors responding to the market
         investigation considered that the proposed Transaction could have a negative impact
         on the market for ignition coils.85
(84)     In view of the above, the Commission considers that the proposed Transaction does
         not raise serious doubts as to its compatibility with the internal market as regards the
         supply of ignition coils in the OEM/OES and IAM segments, under any plausible
         product or geographic market definition.
4.2.5. EGR valves (IAM channel)
(85)     The Parties have provided shares at EEA and Member State level for the sale in the
         IAM channel of (i) EGR valves for LVs overall, (ii) EGR valves for diesel engine
         LVs, (iii) EGR valves for gasoline engine LVs; (iv) electronic EGR valves for diesel
         engine LVs; (v) pneumatic EGR valves for diesel engine LVs; and (vi) electronic
         EGR valves for gasoline engine LVs. The Parties do not overlap in the sale of EGR
         systems or pneumatic EGR valves in the gasoline segment.
(86)     At EEA (or worldwide) level, the proposed Transaction would not give rise to any
         affected market in any of these sub-segmentations.
(87)     At national level, the proposed Transaction would only give rise to affected markets
         in the sale of (i) EGR valves for diesel engine LVs in Croatia, Estonia, Germany and
         Romania; (ii) electronic EGR valves for diesel engine LVs in Croatia, Germany,
         Slovenia, Estonia and Romania; and (iii) pneumatic EGR valves for diesel engine
         LVs in Croatia, Estonia, Germany, Poland and Romania.86
(88)     Table 9 below shows the Parties’ and their main competitors’ shares in value and
         volume in the sale of EGR valves for diesel engine LVs in the IAM channel in
         201987 in Croatia, Estonia, Germany and Romania. In all these Member States, the
82  Reply to question 13 of the questionnaire to customers. Whereas the results of the market investigation
    show that switching is easier for IAM customers than for OEM customers, because the market share
    increment brought by the transaction in the OEM channel is […] [0-5]% the impact in this channel is
    minimal.
83  Reply to question 14 of the questionnaire to customers.
84  Reply to question 13 of the questionnaire to competitors.
85  Reply to question of the questionnaire to customers.
86  In the EEA, the Parties overlap in the sale of (overall) EGR Valves for LVs to the IAM channel in the
    following countries, none of which would be an affected market: Belgium, Bulgaria, Croatia, Czech
    Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia,
    Lithuania, Netherlands, Poland, Portugal, Romania, Slovenia, Spain, and the United Kingdom.
87  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                         24
 ---pagebreak---         market share increment would be below [0-5]% and, except for Romania (where the
        combined share is [20-30]%, but with the lowest share increment), the combined
        share is always below 25%. In all the aforementioned Member States, the Parties
        would still face competition from one competitor with shares in the range of 15-25%
        (Pierburg) and three other competitors (Valeo, Denso and DRI/Elstock) with shares
        ranging between 5% and 15%. The increment is minimal in absolute terms,
        consisting of EUR […] and […] units in Croatia, EUR […] and […] units in Estonia,
        EUR […] and […] units sold in Romania and less than […] units in Germany.
        Table 9: EGR Valves for LVs with diesel engines (IAM) - 2019 - Affected
        markets 88
                            Sales          Market Share            Sales Value          Market Share
      Company
                           Volume            (Volume %)               (EUR)                (Value %)
                                                   Croatia
  BorgWarner                      […]              [20-30]%                     […]              [20-30]%
  Delphi                          […]                  [0-5]%                   […]                 [0-5]%
  Combined                        […]               [20-30]%                    […]              [20-30]%
  Pierburg                  […]-[…]                   15-25%              […]-[…]                  15-25%
  Valeo                     […]-[…]                    5-15%              […]-[…]                   5-15%
  Denso                     […]-[…]                    5-15%              […]-[…]                   5-15%
  DRI/Elstock               […]-[…]                    5-15%              […]-[…]                   5-15%
  VEMO                      […]-[…]                    0-10%              […]-[…]                   0-10%
  SMPE                      […]-[…]                    0-10%              […]-[…]                   0-10%
  MEAT&Doria                […]-[…]                    0-10%              […]-[…]                   0-10%
  Others                    […]-[…]                    5-15%              […]-[…]                   5-15%
  Total                           […]                 100.0%                    […]                100.0%
                                                   Estonia
  BorgWarner                      […]              [20-30]%                     […]              [20-30]%
  Delphi                          […]                  [0-5]%                   […]                 [0-5]%
  Combined                        […]               [20-30]%                    […]              [20-30]%
  Pierburg                  […]-[…]                   15-25%              […]-[…]                  15-25%
  Valeo                     […]-[…]                    5-15%              […]-[…]                   5-15%
  Denso                     […]-[…]                    5-15%              […]-[…]                   5-15%
  DRI/Elstock               […]-[…]                    5-15%              […]-[…]                   5-15%
  VEMO                      […]-[…]                    0-10%              […]-[…]                   0-10%
  SMPE                      […]-[…]                    0-10%              […]-[…]                   0-10%
  MEAT&Doria                […]-[…]                    0-10%              […]-[…]                   0-10%
  Others                    […]-[…]                   10-20%              […]-[…]                  10-20%
  Total                           […]                 100.0%                    […]                100.0%
88 In the EEA, the Parties overlap in the sale of EGR Valves for LVs with diesel engines to the IAM channel
   in the following countries: Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Estonia, Finland,
   France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Netherlands, Poland, Portugal,
   Romania, Slovenia, Spain and the United Kingdom. The table only reports those overlaps resulting in
   affected markets.
                                                         25
 ---pagebreak---                             Sales          Market Share           Sales Value         Market Share
       Company
                           Volume           (Volume %)               (EUR)                (Value %)
                                                Germany
   BorgWarner                      […]           [10-20]%                     […]              [20-30]%
   Delphi                          […]               [0-5]%                   […]                 [0-5]%
   Combined                        […]            [20-30]%                    […]              [20-30]%
   Pierburg                 […]-[…]                 15-25%              […]-[…]                  15-25%
   Valeo                    […]-[…]                  5-15%              […]-[…]                   5-15%
   Denso                    […]-[…]                  5-15%              […]-[…]                   5-15%
   DRI/Elstock              […]-[…]                  5-15%              […]-[…]                   5-15%
   VEMO                     […]-[…]                  0-10%              […]-[…]                   0-10%
   SMPE                     […]-[…]                  0-10%              […]-[…]                   0-10%
   MEAT&Doria               […]-[…]                  0-10%              […]-[…]                   0-10%
   Others                   […]-[…]                 10-20%              […]-[…]                  10-20%
   Total                           […]              100.0%                    […]                100.0%
                                                Romania
   BorgWarner                      […]           [20-30]%                     […]              [20-30]%
   Delphi                          […]               [0-5]%                   […]                 [0-5]%
   Combined                        […]            [20-30]%                    […]              [20-30]%
   Pierburg                 […]-[…]                 15-25%              […]-[…]                  15-25%
   Valeo                    […]-[…]                  5-15%              […]-[…]                   5-15%
   Denso                    […]-[…]                  5-15%              […]-[…]                   5-15%
   DRI/Elstock              […]-[…]                  5-15%              […]-[…]                   5-15%
   VEMO                     […]-[…]                  0-10%              […]-[…]                   0-10%
   SMPE                     […]-[…]                  0-10%              […]-[…]                   0-10%
   MEAT&Doria               […]-[…]                  0-10%              […]-[…]                   0-10%
   Others                   […]-[…]                  5-15%              […]-[…]                   5-15%
   Total                           […]              100.0%                    […]                100.0%
        Source: Form CO, Table 21.
(89)    Table 10 below shows the Parties’ and their main competitors’ shares in value and
        volume in the sale of electronic EGR valves for diesel engine LVs in the IAM
        channel in 201989 in Croatia, Estonia, Germany, Romania and Slovenia. In all these
        Member States, the share increment would in all cases be below [0-5]%, except in
        Slovenia ([0-5]% in value and [0-5]% in volume). The Parties’ combined share
        would also remain […] [20-30]% except in Romania ([20-30]% in value, but only
        [20-30]% in volume). In all the aforementioned Member States, the Parties would
        still face competition from one competitor with shares in the range of 15-25%
        (Pierburg) and three other competitors (Valeo, Denso and DRI/Elstock) with shares
        ranging between 5 and 15%. The increment would be minimal in absolute terms,
        consisting of EUR […] and […] units in Croatia, EUR […] and […] units in Estonia,
        EUR […] and […] units sold in Romania, EUR […] and […] units in Slovenia and
        less than […] units in Germany.
89  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                       26
 ---pagebreak---       Table 10: Electronic EGR Valves for LVs with diesel engines (IAM) – 2019 –
      Affected markets
                       Sales    Market Share       Sales Value      Market Share
    Company
                      Volume     (Volume %)           (EUR)          (Value %)
                                    Croatia
BorgWarner                 […]         [20-30]%               […]        [20-30]%
Delphi                     […]            [0-5]%              […]           [0-5]%
Combined                   […]         [20-30]%               […]        [20-30]%
Pierburg               […]-[…]           15-25%          […]-[…]           15-25%
Valeo                  […]-[…]            5-15%          […]-[…]            5-15%
Denso                  […]-[…]            5-15%          […]-[…]            5-15%
DRI/Elstock            […]-[…]            5-15%          […]-[…]            5-15%
VEMO                   […]-[…]            0-10%          […]-[…]            0-10%
SMPE                   […]-[…]            0-10%          […]-[…]            0-10%
MEAT&Doria             […]-[…]            0-10%          […]-[…]            0-10%
Others                 […]-[…]            5-15%          […]-[…]            5-15%
Total                      […]           100.0%               […]          100.0%
                                    Estonia
BorgWarner                 […]         [10-20]%               […]        [20-30]%
Delphi                     […]            [0-5]%              […]           [0-5]%
Combined                   […]         [10-20]%               […]        [20-30]%
Pierburg               […]-[…]           15-25%          […]-[…]           15-25%
Valeo                  […]-[…]            5-15%          […]-[…]            5-15%
Denso                  […]-[…]            5-15%          […]-[…]            5-15%
DRI/Elstock            […]-[…]            5-15%          […]-[…]            5-15%
VEMO                   […]-[…]            0-10%          […]-[…]            0-10%
SMPE                   […]-[…]            0-10%          […]-[…]            0-10%
MEAT&Doria             […]-[…]            0-10%          […]-[…]            0-10%
Others                 […]-[…]           10-20%          […]-[…]           10-20%
Total                      […]           100.0%               […]          100.0%
                                   Germany
BorgWarner                 […]         [10-20]%               […]        [20-30]%
Delphi                     […]            [0-5]%              […]           [0-5]%
Combined                   […]         [20-30]%               […]        [20-30]%
Pierburg               […]-[…]           15-25%          […]-[…]           15-25%
Valeo                  […]-[…]            5-15%          […]-[…]            5-15%
Denso                  […]-[…]            5-15%          […]-[…]            5-15%
DRI/Elstock            […]-[…]            5-15%          […]-[…]            5-15%
VEMO                   […]-[…]            0-10%          […]-[…]            0-10%
SMPE                   […]-[…]            0-10%          […]-[…]            0-10%
MEAT&Doria             […]-[…]            0-10%          […]-[…]            0-10%
Others                 […]-[…]           10-20%          […]-[…]           10-20%
Total                      […]           100.0%               […]          100.0%
                                            27
 ---pagebreak---                             Sales          Market Share           Sales Value         Market Share
      Company
                           Volume           (Volume %)               (EUR)              (Value %)
                                              Romania
 BorgWarner                        […]           [10-20]%                     […]            [20-30]%
 Delphi                            […]               [0-5]%                   […]                [0-5]%
 Combined                          […]           [20-30]%                     […]            [20-30]%
 Pierburg                   […]-[…]                15-25%               […]-[…]                15-25%
 Valeo                      […]-[…]                  5-15%              […]-[…]                  5-15%
 Denso                      […]-[…]                  5-15%              […]-[…]                  5-15%
 DRI/Elstock                […]-[…]                  5-15%              […]-[…]                  5-15%
 VEMO                       […]-[…]                  0-10%              […]-[…]                  0-10%
 SMPE                       […]-[…]                  0-10%              […]-[…]                  0-10%
 MEAT&Doria                 […]-[…]                  0-10%              […]-[…]                  0-10%
 Others                     […]-[…]                  5-15%              […]-[…]                  5-15%
 Total                             […]              100.0%                    […]               100.0%
                                              Slovenia
 BorgWarner                        […]           [10-20]%                     […]            [20-30]%
 Delphi                            […]             [5-10]%                    […]                [0-5]%
 Combined                          […]           [20-30]%                     […]            [20-30]%
 Pierburg                   […]-[…]                15-25%               […]-[…]                15-25%
 Valeo                      […]-[…]                  5-15%              […]-[…]                  5-15%
 Denso                      […]-[…]                  5-15%              […]-[…]                  5-15%
 DRI/Elstock                […]-[…]                  5-15%              […]-[…]                  5-15%
 VEMO                       […]-[…]                  0-10%              […]-[…]                  0-10%
 SMPE                       […]-[…]                  0-10%              […]-[…]                  0-10%
 MEAT&Doria                 […]-[…]                  0-10%              […]-[…]                  0-10%
 Others                     […]-[…]                10-20%               […]-[…]                10-20%
 Total                             […]              100.0%                    […]               100.0%
        Source: Form CO, Table 24
(90)    Table 11 below shows the Parties’ and their main competitors’ shares in value and
        volume in the sale of pneumatic EGR valves for diesel engine LVs in the IAM
        channel in 201990 in Croatia, Estonia, Germany, Poland and Romania. In all these
        Member States, the market share increment would in all cases be below [0-5]% and
        the Parties’ combined share in value would also remain below 25% except in
        Romania, with [20-30]% but with virtually no increment (only […] valves). The
        Parties would face competition from the same players and with similar strength as in
        electronic valves. The share increment is minimal in absolute terms, always
        consisting of less than […] valves (except in Poland, […]).
90  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
                                                       28
 ---pagebreak---       Table 11: Pneumatic EGR Valves for LVs with diesel engines (IAM) – 2019 –
      Affected markets
                                   Market
                                                Sales Value      Market Share
    Company        Sales Volume     Share
                                                  (EUR)            (Value %)
                                 (Volume %)
                                   Croatia
BorgWarner                   […]    [20-30]%             […]            [20-30]%
Delphi                       […]        [0-5]%           […]               [0-5]%
Combined                     […]     [20-30]%            […]            [20-30]%
Pierburg                […]-[…]        15-25%       […]-[…]               15-25%
Valeo                   […]-[…]         5-15%       […]-[…]                5-15%
Denso                   […]-[…]         5-15%       […]-[…]                5-15%
DRI/Elstock             […]-[…]         5-15%       […]-[…]                5-15%
VEMO                    […]-[…]         0-10%       […]-[…]                0-10%
SMPE                    […]-[…]         0-10%       […]-[…]                0-10%
MEAT&Doria              […]-[…]         0-10%       […]-[…]                0-10%
Others                  […]-[…]         5-15%       […]-[…]                5-15%
Total                        […]       100.0%            […]              100.0%
                                   Estonia
BorgWarner                   […]    [20-30]%             […]            [20-30]%
Delphi                       […]        [0-5]%           […]               [0-5]%
Combined                     […]     [20-30]%            […]            [20-30]%
Pierburg                […]-[…]        15-25%       […]-[…]               15-25%
Valeo                   […]-[…]         5-15%       […]-[…]                5-15%
Denso                   […]-[…]         5-15%       […]-[…]                5-15%
DRI/Elstock             […]-[…]         5-15%       […]-[…]                5-15%
VEMO                    […]-[…]         0-10%       […]-[…]                0-10%
SMPE                    […]-[…]         0-10%       […]-[…]                0-10%
MEAT&Doria              […]-[…]         0-10%       […]-[…]                0-10%
Others                  […]-[…]         5-15%       […]-[…]                5-15%
Total                        […]       100.0%            […]              100.0%
                                  Germany
BorgWarner                   […]    [20-30]%             […]            [10-20]%
Delphi                       […]        [0-5]%           […]               [0-5]%
Combined                     […]     [20-30]%            […]            [10-20]%
Pierburg                […]-[…]        15-25%       […]-[…]               15-25%
Valeo                   […]-[…]         5-15%       […]-[…]                5-15%
Denso                   […]-[…]         5-15%       […]-[…]                5-15%
DRI/Elstock             […]-[…]         5-15%       […]-[…]                5-15%
VEMO                    […]-[…]         0-10%       […]-[…]                0-10%
SMPE                    […]-[…]         0-10%       […]-[…]                0-10%
MEAT&Doria              […]-[…]         0-10%       […]-[…]                0-10%
Others                  […]-[…]        10-20%       […]-[…]               10-20%
Total                        […]       100.0%            […]              100.0%
                                          29
 ---pagebreak---                                                   Market
                                                                    Sales Value  Market Share
      Company             Sales Volume             Share
                                                                      (EUR)       (Value %)
                                               (Volume %)
                                                  Poland
 BorgWarner                            […]               21.5%               […]           20.1%
 Delphi                                […]                0.6%               […]          [0-5]%
 Combined                              […]          [20-30]%                 […]       [20-30]%
 Pierburg                        […]-[…]              15-25%            […]-[…]          15-25%
 Valeo                           […]-[…]                5-15%           […]-[…]           5-15%
 Denso                           […]-[…]                5-15%           […]-[…]           5-15%
 DRI/Elstock                     […]-[…]                5-15%           […]-[…]           5-15%
 VEMO                            […]-[…]                0-10%           […]-[…]           0-10%
 SMPE                            […]-[…]                0-10%           […]-[…]           0-10%
 MEAT&Doria                      […]-[…]                0-10%           […]-[…]           0-10%
 Others                          […]-[…]              10-20%            […]-[…]          10-20%
 Total                                 […]             100.0%                […]         100.0%
                                                 Romania
 BorgWarner                            […]          [30-40]%                 […]       [20-30]%
 Delphi                                […]              [0-5]%               […]          [0-5]%
 Combined                              […]          [30-40]%                 […]       [20-30]%
 Pierburg                        […]-[…]              15-25%            […]-[…]          15-25%
 Valeo                           […]-[…]                5-15%           […]-[…]           5-15%
 Denso                           […]-[…]                5-15%           […]-[…]           5-15%
 DRI/Elstock                     […]-[…]                5-15%           […]-[…]           5-15%
 VEMO                            […]-[…]                0-10%           […]-[…]           0-10%
 SMPE                            […]-[…]                0-10%           […]-[…]           0-10%
 MEAT&Doria                      […]-[…]                0-10%           […]-[…]           0-10%
 Others                          […]-[…]                0-10%           […]-[…]           0-10%
 Total                                 […]             100.0%                […]         100.0%
        Source: Form CO,        Table 25
(91)    In conclusion, the relatively low combined market shares and in particular the
        marginal increments illustrate that the structure of supply in the EGR valve markets
        will remain substantially unchanged as a result of the proposed Transaction. In
        addition, the vast majority of customers have confirmed in the market investigation
        that they do not to face significant barriers to switch EGR valves suppliers and that,
        were the Parties to increase prices significantly, they would be able to find several
        alternative suppliers.91
(92)    In view of the above, the Commission considers that the proposed Transaction does
        not raise serious doubts as to its compatibility with the internal market as regards the
        supply of EGR valves for LVs in the IAM channel, under any plausible product or
        geographic market definition.
91  See reply to questions 13 and 14 to questionnaire to customers.
                                                          30
 ---pagebreak--- 4.2.6. Glow plugs (IAM channel)
(93)    At EEA (or worldwide) level, the proposed Transaction would not give rise to any
        affected market under any plausible product market definition.
(94)    At national level, Table 12 below shows the Parties’ and their main competitors’
        shares in value and volume in the sale of (overall) glow plugs for LVs in the IAM
        channel in those markets which would be affected in 2019: 92 (i) Portugal ([20-30]%
        by value and volume); and (ii) Romania ([30-40]% by value and volume). In both
        Member States, the market share increment always remains […] [0-5]% and the
        Parties would face competition from players with similar strength such as NGK and
        Bosch.
        Table 12: Glow Plugs for light vehicles (IAM) - 2019 - Affected markets 93
                                            Market                                               Market
 Company               Sales                 Share (Volume %)                  Sales Value         Share
                       Volume                                                  (EUR)           (Value
                                                                                               %)
                                                Portugal
 BorgWarner                      […]                           [20-30]%               […]      [20-30]%
 Delphi                          […]                              [0-5]%              […]          [0-5]%
 Combined                        […]                           [20-30]%               […]       [20-30]%
 NGK                       […]-[…]                               20-30%           […]-[…]         20-30%
 Bosch                     […]-[…]                               20-30%           […]-[…]         20-30%
 Hydria                    […]-[…]                                5-15%           […]-[…]          5-15%
 Denso                     […]-[…]                                5-15%           […]-[…]          5-15%
 Driv                      […]-[…]                                5-15%           […]-[…]          5-15%
 Others                    […]-[…]                                0-10%           […]-[…]          0-10%
 Total                           […]                             100.0%               […]         100.0%
                                                Romania
 BorgWarner                      […]                           [30-40]%               […]      [30-40]%
 Delphi                          […]                              [0-5]%              […]          [0-5]%
 Combined                        […]                           [30-40]%               […]       [30-40]%
 NGK                       […]-[…]                               20-30%           […]-[…]         20-30%
 Bosch                     […]-[…]                               20-30%           […]-[…]         20-30%
 Hydria                    […]-[…]                                5-15%           […]-[…]          5-15%
 Denso                     […]-[…]                                5-15%           […]-[…]          5-15%
 Driv                      […]-[…]                                5-15%           […]-[…]          5-15%
 Others                    […]-[…]                                0-10%           […]-[…]          0-10%
 Total                           […]                             100.0%               […]         100.0%
        Source: Form CO, Table 18.
92  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
93 In the EEA, the Parties overlap in the sale of glow plugs for LVs to the IAM in the following countries:
    Austria, Belgium, Czech Republic, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy,
    Latvia, Lithuania, Malta, Netherlands, Poland, Portugal, Romania, Spain, Sweden, and the United
    Kingdom. The table only reports those overlaps resulting in affected markets.
                                                        31
 ---pagebreak--- (95)     Table 13 below shows the Parties’ and their main competitors’ shares in value and
         volume in the sale of metallic glow plugs94 for LVs in those markets that would be
         affected in the IAM channel in 2019:95 (i) Portugal, ([20-30]% by value and
         [20-30]% by volume); and (ii) Romania, ([30-40]% by value and [30-40]% by
         volume). In both Member States, the market share increment would always remain
         below [0-5]% and the Parties would face competition from players with similar
         strength such as NGK and Bosch.
         Table 13: Metallic glow plugs for light vehicles (IAM) - 2019 - Affected
         markets 96
                                             Market                                       Market
   Company                Sales                Share                 Sales Value           Share
                          Volume           (Volume %)                (EUR)              (Value %)
                                                   Portug
                                                      al
   BorgWarner                      […]             [20-30]%                       […]         [20-30]%
   Delphi                          […]                [0-5]%                      […]            [0-5]%
   Combined                        […]             [20-30]%                       […]         [20-30]%
   NGK                       […]-[…]                 20-30%                  […]-[…]            20-30%
   Bosch                     […]-[…]                 20-30%                  […]-[…]            20-30%
   Hydria                    […]-[…]                   5-15%                 […]-[…]              5-15%
   Denso                     […]-[…]                   5-15%                 […]-[…]              5-15%
   Driv                      […]-[…]                   5-15%                 […]-[…]              5-15%
   Others                    […]-[…]                   5-15%                 […]-[…]              5-15%
   Total                           […]               100.0%                       […]           100.0%
                                                  Roman
                                                      ia
   BorgWarner                      […]             [30-40]%                       […]         [30-40]%
   Delphi                          […]                [0-5]%                      […]            [0-5]%
   Combined                        […]             [30-40]%                       […]         [30-40]%
   NGK                       […]-[…]                 20-30%                  […]-[…]            20-30%
   Bosch                     […]-[…]                 20-30%                  […]-[…]            20-30%
   Hydria                    […]-[…]                   5-15%                 […]-[…]              5-15%
   Denso                     […]-[…]                   5-15%                 […]-[…]              5-15%
   Driv                      […]-[…]                   5-15%                 […]-[…]              5-15%
   Others                    […]-[…]                   0-10%                 […]-[…]              0-10%
   Total                           […]               100.0%                       […]           100.0%
         Source: reply to question 4(b) of RFI 5
94  The sub-segment of LV ceramic glow plugs to the IAM channel does not give rise to affected markets at
    EEA or national level.
95 According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from
    those in 2019.
96 In the EEA, the Parties overlap in the sale of metallic glow plugs for LVs to the IAM in the following
    countries: Austria, Belgium, Czech Republic, Estonia, Finland, France, Germany, Greece, Hungary,
    Ireland, Italy, Latvia, Malta, Netherlands, Poland, Portugal, Romania, Spain, Sweden and United
    Kingdom. The table only reports those overlaps resulting in affected markets.
                                                         32
 ---pagebreak--- (96)      The Commission considers that the limited share increment as regards the supply of
          glow plugs overall or the sub-segment of metallic glow plugs in the IAM channel in
          Portugal and Romania (no more than [0-5]%) illustrates that the supply structure of
          the market will not be fundamentally altered by the proposed Transaction.
          Furthermore, in each country, the Parties will continue to face significant
          competition from international players such as NGK, Bosch, Hydria, Denso, Driv.
(97)      The results of market investigation also show that a majority of IAM customers do
          not face significant barriers when switching from one supplier to another,97 and that
          a vast majority consider they would be able to find alternative suppliers if the Parties
          increased their prices.98 According to the results of the market investigation, there
          appears to be some spare capacity in the industry.99 Finally, the quasi totality of the
          IAM customers responding to the market investigation considered that the
          Transaction would have no impact in this market.100
(98)      In view of the above, the Commission considers that the proposed Transaction does
          not raise serious doubts as to its compatibility with the internal market, as regards
          the supply of glow plugs or any sub-segment thereof in the IAM channel, under any
          plausible product or geographic market definition.
4.3.      Vertical effects
(99)      As explained in paragraph (7), the Transaction does not give rise to any actual
          vertically affected markets.
(100) There is one potential vertical relationship between the Parties that relates to the
          IAM. Automotive parts suppliers active in the IAM will typically, to some extent,
          purchase IAM parts manufactured by other players to resell them to their IAM
          customers. In particular, Delphi purchases EGR valves, glow plugs, GPCMs and
          ignition coils for resale to customers of its Aftermarket Division.101 Today,
          BorgWarner manufactures and sells each of these parts to its own IAM customers,
          and it could theoretically begin selling such parts to Delphi’s IAM customers. A
          potential vertical relationship, therefore, arguably arises in those instances where,
          when looking at the products which each company sells into the IAM segment, one
          party is active in the manufacture and sale of the product, and the other is active in
          the purchase and resale of that same product.
(101) In this scenario, both Parties would also be active in the downstream sale of that
          product to IAM customers. Accordingly, any such potential vertical overlap would
          have necessarily resulted in a horizontal overlap in the downstream market,102 which
97   Reply to question 13 of the questionnaire to customers.
98   Reply to question 14 of the questionnaire to customers.
99   Reply to question 13 of the questionnaire to competitors.
100  Reply to question 17 of the questionnaire to customers.
101  Delphi also purchases other products it does not manufacture for resale to IAM customers, such as brake
     pads, brake discs, etc. Delphi estimates that approximately [50-60]% of all Delphi sales in the IAM are of
     products sourced from third party suppliers, and the remaining [50-60]% is of manufactured products by
     allied Delphi plants. However, BorgWarner does not manufacture and sell such parts into the IAM
     channel (reply to question 2 of RFI 6).
102  Downstream, the Parties’ 2019 combined or individual share exceeded 30% in the following markets:
                                                          33
 ---pagebreak---           have already been discussed above and none of which give rise to any competition
          concerns.103 It therefore follows that these potential vertical relationships will also
          not give rise to any competition concerns.
(102) In view of the above, the Transaction does not raise serious doubts as to its
          compatibility with the internal market, with regard to the potential vertical
          relationship between the Parties with regard to the resale of components in the IAM
          segment.
4.4.      Conglomerate effects
(103) During the market investigation, some competitors raised the possibility that the
          proposed Transaction could result in conglomerate effects due to the Parties’ large
          combined product portfolio, in particular by selling ignition coils bundled with other
          products.104
(104) The Commission considers it very unlikely that post-merger, the merged entity
          would have the ability to leverage its market power in any product market to bundle
          or tie other products or to engage in any other foreclosure practices. The
          Commission considers that the merged entity will not have a sufficiently strong
          market position to engage in such type of practices, for the following reasons.
(105) First, there is no evidence of the merged entity having a significant degree of market
          power in any market. It is clear that in those markets where horizontal overlaps arise
          as a result of the Transaction, no market power exists for the reasons explained in
          this Decision (in particular, the Parties’ moderate market shares and the continuing
          presence of significant competitors). As regards other product markets, where only
          one of the Parties would be present, given that there are no horizontal overlaps or
          vertical links in respect of other products produced by the Parties, the Commission
          does not have information as to the Parties’ market position in such markets.
          However, apart from some general arguments relating to the wide product portfolio
          of the merged entity, no respondent to the market investigation highlighted any
          specific strength in a particular market apart from ignition coils.
    (i) Glow plugs for LV (IAM) in Romania where the Parties’ combined share is [30-40]%, by volume and
    by value, with an increment from Delphi of [0-5]%. The Parties’ EEA-wide share in this product is only
    [5-10]%, with an increment from Delphi of [0-5]%.
    (ii) Pneumatic EGR valves for LVs with diesel engines (IAM) in Romania, where the Parties’ combined
    share is [30-40]% (but only [20-30]% by value) with an increment from Delphi of [0-5]% or less. The
    Parties’ EEA-wide share in this product is only [5-10]% by volume and [5-10]% by value, in both cases
    with an increment from Delphi of [0-5]%.
    (iii) Metallic glow plugs for LVs (IAM) in Romania, where the Parties’ combined value share is
    [30-40]%, with an increment of [0-5]% from Delphi. The Parties’ EEA-wide share in this product is only
     [5-10]% by volume and [5-10]% by value, with an increment from Delphi of no more than [0-5]%.
     (iv) Coil pack ignition coils for LVs (IAM) in Romania, where the Parties’ combined share is [30-40]% by
     value (but only [20-30]% by volume) with an increment from BorgWarner of [5-10]% ([5-10]% by
     volume). The Parties’ EEA-wide share in this product is only [10-20]% by volume and [10-20]% by
     value, with an increment from BorgWarner of no more than [0-5]%.
103 Upstream, the Parties have confirmed that their combined market shares in the markets for the
    manufacture and sale of (i) EGR valves for LVs sold to the IAM; (ii) glow plugs for LVs sold to the IAM;
    (iii) GPCMs for LVs sold to the IAM; and (iv) ignition coils for LVs sold to the IAM, are all below 30%
    under any plausible product market definition, in the EEA and worldwide (reply to questions 1(b) and 2 of
    RFI 6).
104 See replies to questions 17 and 18 in questionnaire to competitors.
                                                          34
 ---pagebreak--- (106) With respect to ignition coils, the Transaction is unlikely to change the ability or
        incentive to utilise ignition coils to foreclose, given that the merged entity’s position
        is not materially strengthened by the proposed Transaction, multiple competitors
        remain and there appears to be spare capacity in the industry.105 Additionally, there
        is no evidence of Delphi (or BorgWarner) to date using its existing market position
        to tie or bundle. Furthermore, customers do not face significant costs to switch
        supplier.106
(107) Second, there are sophisticated competitors with diversified product portfolios such
        as Bosch, Continental, Denso or Valeo who all have the ability to react to any tying
        or bundling strategy attempted by the merged entity. Such competitors could expand
        production, lower the price of single components or offer similar or other bundles
        based on their portfolio.
(108) Furthermore, in particular as regards the OEM/OES channel, as the Notifying Party
        mentions,107 there are a number of structural elements that make the bundling of
        tying of different components unlikely. First, OEMs tend to use separate supplier
        panels and conduct separate RFQs/ tenders for each product/system. Second, in the
        course of developing a new engine, transmission, or other vehicle system, different
        parts would be designed, bid, and selected at different times. Third, each
        part/component/system has different lifecycles and replacement cycles.
(109) Finally, as stated in the Guidelines on the assessment of non-horizontal mergers,108
        the fact that the merged entity will have a broad range or portfolio of products does
        not, as such, raise competition concerns.
(110) In view of the above, the Commission considers that there is no evidence to suggest
        that the proposed transaction would give rise to any conglomerate effects in the
        internal market.
5.      CONCLUSION
(111) 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
105 See replies to question 13 in the questionnaire to competitors.
106 See recital (83).
107 Form CO, paras. 312 and following
108 Guidelines on the assessment of non-horizontal mergers under the EUMR (the “Non-Horizontal Mergers
    Guidelines”), OJ C 265, 18 October 2008.
                                                          35