CELEX: 32013M7032
Language: en
Date: 2013-10-02 00:00:00
Title: Commission Decision of 02/10/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.7032 - KONINKLIJKE REESINK / PON EUROPEAN MATERIAL HANDLING BUSINESSES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 02/10/2013
                                        C(2013) 6557

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|                                                              |To the notifying parties:                                                    |
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Dear Madam; Dear Sirs

Subject:    Case No COMP/M.7032 - Koninklijke Reesink/ Pon European Material Handling Business
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

1) On 4 September 2013 the European Commission received notification of a proposed concentration pursuant to Article 4 of the  Merger  Regulation
   by which the undertaking Koninklijke Reesink N.V. (Netherlands) acquires within the meaning of Article 3(1)(b) of the Merger  Regulation  sole
   control of the undertakings Pon Material Handling Europe B.V. (Netherlands) and Motrac Hydraulik GmbH  (Germany)  and  joint  control  of  the
   undertaking Pelzer Fördertechnik GmbH (Germany) by way of purchase of shares.[2]

       THE PARTIES AND THE OPERATION

2) Koninklijke Reesink N.V. (“Reesink”) distributes branded  machinery  and  equipment,  namely  (i)  machinery  for  agricultural,  landscaping,
   construction and earth moving applications, (ii) professional cleaning machines, (iii) steel products and (iv) personal safety products,  with
   a focus on the Netherlands and Belgium.

3) The proposed transaction consists of the acquisition by Reesink of all of the activities  of  Pon  Holdings  B.V.  (“Pon”)  in  the  field  of
   material handling in Europe. Pon’s European material handling business consists of the three undertakings Pon Material  Handling  Europe  B.V.
   ("PMHE"), Motrac Hydraulik GmbH ("Motrac") and Pelzer Fördertechnik GmbH ("Pelzer"). The business is mainly active in the distribution of  (i)
   hydraulic components and systems for industrial, agricultural and shipping applications, (ii) internal transport equipment, (iii) professional
   cleaning machines, (iv) fast charging lithium ion battery solutions for the material handling market and (v) warehouse materials. PMHE, Motrac
   and Pelzer are jointly referred to as the "Target".

4) Under the terms of a Share Purchase Agreement signed on 1 July 2013, Reesink will acquire 100% of the shares in PMHE and  Motrac  respectively
   and 75.04% of the shares and 75% of the voting rights in Pelzer. The remaining 24.96% of the shares and 25% of the  voting  rights  in  Pelzer
   will continue to be held by Linde Material Handling GmbH (“Linde”, together with Reesink and the Target jointly referred to as the "Parties"),
   part of the KION group.

5) Linde will continue to hold joint control over Pelzer together with Reesink pursuant  to  the  terms  of  a  Shareholders’  Agreement  between
   Reesink and Linde.[3] Decisions to […] require Linde’s prior consent.[4] Linde therefore has the possibility of exercising decisive  influence
   over Pelzer by blocking actions which determine the strategic commercial behaviour of Pelzer.[5]

6) Pelzer constitutes a full-function joint venture. It has access to sufficient resources, including  finance,  staff  and  assets  as  well  as
   management board dedicated to its day-to-day operation. Pelzer has its own independent market presence as a distributor of  Linde's  equipment
   but also of warehouse materials and professional cleaning machines of third parties. Thus its activities go beyond one specific  function  for
   its parents.

7) The proposed operation falls within the scope of paragraph 45 of the Commission's Jurisdictional  Notice  under  Council  Regulation  (EC)  No
   139/2004 on the control of concentrations between undertakings (hereinafter "the JN").

8) The acquisitions of sole control and joint control by Reesink as one same purchaser are interdependent from an economic  point  of  view.  The
   three transactions concern a single economic entity managed for a common commercial purpose, active on  the  same  markets.  Furthermore,  the
   acquisitions are interdependent on a de jure basis as they are subject to the same Share and Purchase Agreement  and  one  cannot  take  place
   without the other.

9) Therefore, the three transactions constitute one concentration in the form of the acquisition by Reesink  of  a  single  business  within  the
   meaning of Article 3 of the Merger Regulation.

       EU DIMENSION

10) The undertakings concerned have a combined aggregate world-wide turnover[6] of more  than  EUR  2 500  million[7].  In  each  of  Belgium[8],
   Germany[9] and the Netherlands[10] the combined aggregate turnover of  the  undertakings  concerned  is  more  than  EUR 100 million  and  the
   aggregate turnover of at least two of the undertakings concerned is more than EUR 25 million. The aggregate EU-wide turnover of  each  of  the
   undertakings concerned is more than EUR 100 million,[11] but they do not achieve more than two-thirds  of  their  aggregate  EU-wide  turnover
   within one and the same Member State.

11) The notified operation therefore has an EU dimension within the meaning of Article 1(3) of the Merger Regulation.

       COMPETITIVE ASSESSMENT

12) The activities of Reesink and the Target overlap with respect to the sale of professional cleaning machinery  in  Belgium,  Germany  and  the
   Netherlands. The proposed transaction does not create any other horizontal overlaps or any new vertical links[12] between  the  activities  of
   the Parties.

1 Relevant market

1 Relevant product market

13) According to the Notifying Parties the relevant market should  encompass  all  the  various  types  of  cleaning  machines  (such  as:  rider
   scrubbers; walk behind scrubbers; scrubber sweepers; rider sweepers; walk behind  sweepers;  burnishers  and  single  disc  machines;  carpet
   extractors; vacuums; specialty cleaning equipment; outdoor and city  cleaning  machines),  because  virtually  all  sellers  of  professional
   cleaning machines offer a full range portfolio including all the types of machinery and equipment mentioned above.

14) Since the proposed transaction does not raise competitive concerns in view of the very limited overlaps and the marginal increment in  market
   shares, the exact delineation of the relevant product market can be left open.

2 Relevant geographic market

15) According to the Notifying Parties the geographic scope of the relevant market should be considered as national, because the distribution  of
   professional cleaning machinery has historically been organised at a national level with local sales offices and local presence  of  technical
   staff for product quality control as well as service and maintenance. The Notifying Parties also claim  that  customers  generally  prefer  to
   purchase professional cleaning machines in their home countries due to a better availability of advice and support.

16) Since the proposed transaction does not raise competitive concerns in view of the very limited overlaps and the marginal increment in  market
   shares, the exact scope of the relevant geographic market can be left open.

2 Assessment

17) The activities of the Reesink and the Target overlap in the potential market for professional cleaning machines in Belgium, Germany  and  the
   Netherlands.[13]

18) The market shares of the Parties and their competitors in the only affected market, i.e. the market for  professional  cleaning  machines  in
   Belgium, are presented in Table 1 below.[14] In Germany the combined market share of the Parties amounts to [0-5%] while in the Netherlands it
   amounts to [0-5%]. Should the relevant market be considered as EEA-wide, the combined market share of the Parties would necessarily  be  lower
   and not give rise to an affected market.

|Professional cleaning machines in Belgium in 2012                          |
|Target                             |[20-30%]                               |
|Reesink                            |[0-5%]                                 |
|Combined                           |[20-30%]                               |
|Hako                               |[10-20%]                               |
|Nilfisk                            |[10-20%]                               |
|Taski                              |[10-20%]                               |
|Comac                              |[5-10%]                                |
|Other                              |[20-30%]                               |
|Total                              |100%                                   |

   Table 1 – Market shares in the potential market for professional cleaning machines in Belgium. Source: Form CO

19) As it results from Table 1, the increment in the market share in Belgium is minimal and amounts to [0-5%], resulting from Reesink's sales  of
   […] professional cleaning machines of a value of EUR […] in 2012. There are a number of competitors active in the market. The  remaining  [20-
   30%] of the market is distributed among a number of smaller suppliers of professional cleaning machines.

20) The Notifying Parties argue that the Parties are not specialized in any way and that they deliver a complete portfolio of cleaning  machinery
   to various customer groups. They submit that the same is true for their competitors in Belgium. In addition the Parties' main competitors  are
   active throughout the whole territory of Belgium and do not have a specific geographic focus.

21) In view of the limited overlaps and marginal increment in market shares in the one affected market and the presence of  a  sufficient  number
   of alternative suppliers, the proposed transaction does  not  change  the  competitive  situation  to  an  appreciable  extent.  The  proposed
   transaction thus does not raise serious doubts as to its compatibility with the internal market.

       CONCLUSION

22) 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.

                                        For the Commission
                                        (signed)
                                        Joaquín ALMUNIA
                                        Vice-President

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[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]   Publication in the Official Journal of the European Union No C 263, 12.09.2013, p. 12.

[3]   According to section 6.1.12 of the Share Purchase Agreement Reesink  will  accede  to  the  Shareholders’  Agreement  previously  concluded
      between Pon and Linde.

[4]   Sections 4.2.1 and 6.1 of the Shareholders‘ Agreement, Annex 5 of the Form CO, pages 188ff .

[5]   Paragraphs 65ff JN.

[6]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the JN.

[7]   Reesink: EUR 185 million; Target: EUR […] million; KION group: EUR 4 727 million.

[8]   Reesink: EUR 36 million; Target: EUR […] million; KION group: EUR […] million.

[9]   Reesink: EUR 8 million; Target: EUR […] million; KION group: EUR 1 225 million.

[10]  Reesink: EUR 141 million; Target: EUR […] million; KION group: EUR […] million.

[11]  Reesink: EUR 185 million; Target: EUR […] million; KION group: EUR […] million.

[12]  There is an existing vertical relation between Linde and Pelzer, since the latter is, among other  activities,  a  distributor  of  Linde's
      transport equipment (e.g. forklifts).

[13]  The activities of the Parties do not overlap with respect to providing maintenance and service for professional  cleaning  machines,  since
      Reesink only provides such services in the Netherlands where the Target is not active in such services.

[14]  Market share data for 2012 resulting from the Notifying Parties' best estimates based on information received from  their  suppliers  (i.e.
      manufacturers of professional cleaning machines).  Sales  data  on  which  these  estimates  are  based  include  also  direct  sales  from
      manufacturers of cleaning machines to the customers.

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 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE