CELEX: 31994M0390
Language: en
Date: 1993-12-20 00:00:00
Title: COMMISSION DECISION of 10.01.1994 declaring a concentration to be compatible with the common market (Case No IV/M.390 - AKZO / NOBEL INDUSTRIER) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31994M0390

COMMISSION DECISION of 10.01.1994 declaring a concentration to be compatible with the common market (Case No IV/M.390 - AKZO / NOBEL INDUSTRIER) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 019 , 21/01/1994 P. 0000

 COMMISSION DECISION of 10.01.1994 declaring a concentration to  be compatible with the common market (Case No IV/M.390 - AKZO /  NOBEL INDUSTRIER) according to Council Regulation (EEC) No  4064/89  (Only the English text is authentic)  The paper version of the decision is available through the  sales offices of the Office of Official Publications of the  European Communities. PUBLIC VERSION MERGER PROCEDURE ARTICLE 6(1)(b) DECISION Registered with advice of delivery To the notifying party Dear Sirs, Subject: <tab> Case No. IV/M.390 - AKZO / Nobel Industrier  <tab>  <tab> Notification of 29 November 1993 pursuant to  Article 4 of Council  <tab>  <tab> Regulation No.   4064/89  1.  <ind> The above-mentioned  notification concerns the  proposed public bid by Akzo NV ("Akzo"), the Netherlands, for  the common share capital of Nobel Industrier AB ("Nobel"),  Sweden.  2.    <ind> After examination of the notification the  Commission has concluded that the proposed operation falls  within the scope of Council Regulation No. 4064/89 and does not  raise serious doubts as to its compatibility with the common  market.  I. <ind> THE PARTIES AND THE OPERATION  3.  <ind> Akzo is a worldwide industrial group which operates  through four principal groups of businesses - chemicals,  coatings, pharmaceuticals and fibres.  4.  <ind> Nobel is also an international industrial group. Its  operations are divided into eight principal business areas -  pulp and paper chemicals, pharma chemistry, paints and  adhesives, industrial coatings, industrial products and surface  chemistry.  5.  <ind> Akzo will make a public offer for the entire issued  common share capital of Nobel. Under the offer holders of Nobel  common shares will be offered two new Akzo common shares for  every 57 Nobel common shares or a full cash alternative. The  Board of Nobel is recommending its shareholders to accept the  offer. Securum AB ("Securum"), a Swedish state owned company  and the majority shareholder in Nobel, has agreed to accept the  offer in respect of its entire holding of Nobel common shares.  Depending on the level of cash taken up under the terms of the  offer it is expected that, following completion, Securum will  own in the region of 20% in the company, which will in future  be named Akzo Nobel.   <ind> Prior to completion Securum will acquire Nobel's 88%  shareholding in  Spectra-Physics, Biotechnology and its 10.9%  shareholding in Celsius Industrier AB. Accordingly these assets  will not be acquired by Akzo.  6.  <ind> In a transaction concluded earlier in 1993 Nobel  agreed to swap its peroxydicarbonate business for Akzo's paper  chemicals business. The swap was notified to the competition  authorities in Germany and Sweden. The BKA approved the  transaction (with regard to paper chemicals) on 20 August 1993  and the Swedish authorities approved the transaction (with  regard to the peroxydicarbonate business) on 26 October 1993.  The swap has not yet been formally been completed but the  businesses are currently being managed by the party which is to  acquire it.  II. <ind> CONCENTRATION  7.  <ind> Under the terms of the offer Akzo will acquire  control of all parts of Nobel excepting those parts acquired by  Securum described in para 4 above. This constitutes a  concentration within the meaning of Article 3(1)(b).  III. <ind> COMMUNITY DIMENSION  8.  <ind> The concentration has a Community dimension. The  combined aggregate worldwide turnover of Akzo and Nobel  (excluding the value of the businesses which will not form part  of the concentration) in 1992 exceeded 5,000 million ECU (7,419  and 2,118 million ECU respectively). The aggregate Community- wide turnover of each was more than 250 million ECU [All  figures placed between [] have been deleted for business secret  reasons]. In addition the parties did not achieve more than two  thirds of their Community-wide turnover in one and the same  Member State.   <ind> In accordance with Article 5(2) subparagraph 2, the swap  arrangement relating to peroxy-dicarbonates and paper chemicals  also falls to be treated as part of the current concentration  for the purposes of the Merger Regulation.   IV. <ind> COMPATIBILITY WITH THE COMMON MARKET      <ind> A. Industrial chemicals      <ind> i)  Salt for chemical uses  9.  <ind> Akzo is a fully integrated manufacturer in the  production of salt for chemical uses, i.e. chlorine and its  derivatives, the subsequent transformation of chlorine into  monochloro acetic acid (MCA)  and the further processing of MCA  into crop protection chemicals (CPC) and Carboxi Methyl  Cellulose (CMC).  The acquisition of Nobel reinforces Akzo's  current position in two steps of the chain: production of  chlorine and production of MCA. Nobel has no production of  salt, and it purchases [a large proportion] of its salt  requirements from Akzo. Therefore, the notified concentration  does not have any significant impact with regard to the  production of salt. Nobel does not have any business either in  the processing of MCA. Therefore, the analysis will be limited  to the chlorine and MCA markets, taking into account any  vertical effects.   10.  <ind> Other salt based products, such as caustic soda,  soda ash, hydrogen and sodium chlorate, are not affected by the  concentration in view of the absence of overlap between Akzo  and Nobel or the low combined market share (below 10%)        <ind> ii)  Chlorine and derivatives.  11. <ind> Both Akzo and Nobel produce chlorine and its  derivatives by electrolysis of bulk salt. The market in Europe  for chlorine is estimated by the parties at 8.6 million tonnes.  The capacity of production of the parties would represent less  than 10% of the market, and there are over 100 electrolysis  plants in Europe. Other producers are large chemical groups  such as BASF, Bayer, Solvay and smaller companies such as Huls,  Chemie AG, Borregaard, etc..Trade in chlorine and derivatives  is rather limited and generally these products are further  processed on the manufacturing sites. In any case, they are not  marketed a significant distance from the manufacturing plant  because of transport restrictions (safety and costs).  Consequently, Akzo's sales of these products are restricted to  the Netherlands and to Germany, whereas Nobel sales are  restricted to Sweden, Norway,  and Denmark.  Therefore, the  notified operation is not susceptible to raising competition  concerns in this area  irrespective of the geographic market  definition adopted.   <ind> iii) Mono chloro acetic acid.      <ind> Product market.  12. <ind> MCA is a chemical intermediate used for the synthesis  of other chemical products. It is produced from chlorine and  acetic acid. For most of the end products, MCA cannot be  replaced by other chemicals although in certain applications,  the same end products can be made by different chemical routes  (for instance glycine). However MCA may be considered as a  separate product market in its main applications, i.e. certain  crop protection products and Carboxi Methyl Cellulose, where it  has no substitutes.      <ind> Geographic market  13. <ind> The parties consider the geographic market to be  global. Exports are said to be significant to the US, Asia and  Australia, due to the massive overcapacity in EC. However,  imports into the Community come basically from Nobel's plants  in Sweden; Nobel accounts for [the vast majority] of all  imports into the EC. Capacity in the US is small by comparison  to Europe (35.000, by Dow, Aqualon and Niaced), as well as in  Japan (39.000 tonnes, of which 23.000 are produced by Denak, a  joint venture between Akzo and Denka). In the absence of  imports, in view of the limited capacity in the US and Japan,  and the relatively high concentrated supply in Western Europe,  an analysis of the Western European market is warranted.      <ind> Assessment.  14. <ind> Production capacities of MCA in Western Europe amount  to 233.000 tonnes and are broken down as follows:      <ind> Hoechst <tab> 95.000   <tab> Nobel <tab>  <tab>  35.000     <ind> Atochem <tab> 40.000 <tab> Akzo <tab>  <tab> 48.000     <ind> Metsa Serla <tab> 15.000  15. <ind> Consumption in the EC is estimated by the parties at  90.000 tonnes (valued at 89 million ECU). Part of MCA  production is captive and accurate market shares are difficult  to calculate. The parties' own estimates are that Akzo/Nobel  will have a share of [between 25-40] behind Hoechst [between  35-50] and ahead of Atochem with [below 25%]. In their  calculations, the parties seem to have underestimated slightly  the production and sales of their competitors. In any case, and  taking into account that Metsa Serla does not sell MCA to third  parties,  the three main producers in the EC account for  roughly 90% of the market. Nobel is regarded as the low price  supplier of MCA, and it has  more than doubled its sales in  volume in the EC and its market share between 1990 [less than  10%] and 1992 [less than 10%]. Nobel is moreover the only  supplier of MCA with no downstream business.  16. <ind> With the removal of Nobel, the three remaining  suppliers of MCA could profit of their strong position and  adopt an strategy of increasing prices for MCA in order to gain  market share in the downstream markets at the expense of the  non-vertically  integrated firms. These firms are currently  dependent on Akzo/Nobel, Hoechst and Atochem for their supplies  of MCA and at the same time compete with them in the downstream  markets (CMC and CPC). Some of these non-vertically integrated  firms have expressed a certain concern about the merger.  17. <ind> Akzo/Nobel on its own cannot possibly have a single  dominant position on the market of MCA, since Hoechst has both  a larger capacity and a larger market share, and Atochem could  as well expand its production if prices, for instance, were to  raise. The question therefore is whether the three producers  would enjoy a position of oligopolistic dominance.  18. <ind> Several factors indicate that the structure of the  market of MCA does not facilitate the development of an  anticompetitive parallel behaviour by the three remaining  producers, even if the removal of Nobel as an independent  supplier is significant in qualitative terms.      <ind> The three remaining producers have significant spare  capacity and any of them could expand its production in the  short term. Capacities and market shares are unevenly  distributed among the three suppliers, so the views of each  firm in respect of the level of output and their respective  price preferences might be quite different. In addition, their  degree of downstream integration is different and affects  different markets (Hoechst is present in the CMC market, but  not in the herbicides market; whereas Akzo is present in both  CMC and CPC. Atochem's stated policy  is to sell as much MCA as  possible, since this represents an outlet for chlorine, which  is inevitably produced from the electrolysis of salt to  manufacture caustic soda).      <ind> Typical customers for MCA are other chemical  companies with expertise and resources. Contracts with  customers are negotiated individually and the market lacks the  necessary transparency for suppliers to be able to monitor each  other.      <ind> Finally, there is a significant capacity installed in  the CIS, Hungary and Poland (over 66.000 tonnes). This  alternative has been used only to a limited extent in the  past.         <ind> For these reasons, it is considered that the  notified operation does not create or reinforce a dominant  position in the market of MCA, nor is it likely to create in  itself a foreclosure effect in the downstream markets.      <ind> iv) Ethylene diamine and its homologues (EDAS).  19. <ind> EDAS are functional chemicals mainly used as raw  materials in chemical compounds for subsequent use in the areas  of lubricant additives, fungicides and oil drilling chemicals.  Nobel produces EDAs and Akzo produces them in a joint venture  with Tosoh.    20.   <ind> Sales of EDAs in the EC are estimated at 164  million ECU in 1992. Akzo's EC sales were in that year [ ]  million ECU and Nobel's [ ] million ECU, with a combined market  share of [between 25-40%]. Other competitors with sales in the  EC are BASF [less than 25%], Dow [less than 25%], Union Carbide  [less than 25%] and Bayer [less than 25%]. Total European  capacity is of about 117.000 tonnes for a production of 85.000  tonnes. Akzo and Nobel would have a combined capacity of 51.000  (43%). The parties argue that the geographic market is global,  and led by Union Carbide and Dow Chemical, with [between 25- 40%] market share each at world level. Prices in this market  are quoted in dollars and individual clients currently purchase  up to 40% of their needs from the US.    <ind> On this basis the proposed operation will not lead to  the creation or reinforcement of a dominant position on this  market.      <ind> v) Detergent Surfactants.    21. <ind> The parties have overlapping activities in the area  of cationic surfactants and its precursor, fatty amines.  Traditionally, the main application of cationic surfactants has  been their usage as fabric softeners in detergents (so called  "traditional quats"). Other applications include road chemicals  (asphalt emulsifiers), ore flotation, foam stabilisers,  etc...Traditional quats are considered to cause environmental  concerns because of their toxicity and their lack of  biodegradability. Major detergent companies have undertaken to  replace them with new less toxic, biodegradable quats.  Therefore, the market for traditional quats has progressively  been contracting, from a value of 78 million ECU in 1990 in  Europe to 56 million ECU in 1991 and 38 million ECU in 1992.  The market is expected to disappear by 1994, and this tendency  has been confirmed by individual large customers.  22. <ind> Akzo/Nobel remains the market leader in traditional  quats in Europe, with a current share of [over 50%]. Hoechts  [below 25%], KAO [below 25%] and Atochem [below 25%] are the  main competitors, and smaller companies account for the  remaining 8%.  23. <ind> As regards new quats, Hoechst has taken the lead in  the conversion, with a current share of [over 50%]. Akzo has  small sales of new quats [less than 10%] behind KAO with [less  than 10%]. Atochem does not currently sell new quats. On the  other hand, companies that did not previously produce the  traditional quats have invested and entered the growing market  for the new "quats". Confirmed examples are Stepan from the US  with a plant in France, and Witco, with a plant in Germany.  Furthermore, traditional quat plants can only be used for the  last step in the production of new quats (i.e. quaternization  with methyl chloride).      <ind> Even if the market is considerably concentrated, the  structural change that production of quats for fabric softeners  is undergoing, the overcapacity that will be created in this  market, and the opportunities for entry associated with the  development of a new market  would hinder, prima facie, the  creation or reinforcement of a single or joint dominant  position as a result of the proposed operation.       <ind> vi) Silicates.  24. <ind> The parties are both active in this market which is a  downstream market from soda ash (Akzo through a joint venture  with the US firm PQ Corporation). Their combined market share  in the two main products, waterglass and silicasol would be  below 25% in both cases. Moreover, Nobel's activities are  marginal in this area (market share below 1%).      <ind>      <ind> vii) Peroxydicarbonates      <ind> Product market  25.  <ind> Peroxydicarbonates are organic peroxides which are  used in the polymer industry. Their main applications are as  initiators for the polymerisation of vinyl monomers (eg in the  production of PVC, LdPE and  polysterene),  curing agents for  unsaturated polyester resins and cross-linking agents for  ethylene/propylene and synthetic silicone rubber.       <ind> Akzo manufactures a broad range of organic peroxides.  Nobel by contrast manufactures only one class  - Dicetyl- peroxydicarbonate - a solid peroxydarbonate, which belongs to  the broader family of peroxydicarbonates and is used as an  initiator in the production of PVC. Dicetyl peroxydicarbonate  can be replaced in the PVC process by other solid  peroxydicarbonates, certain liquid peroxydicarbonates and  peresters. From a demand perspective therefore these products  constitute the relevant product market.      <ind> Geographic market  26.   <ind> The parties consider the relevant geographic market  to be at least Europe wide. Competitors and customers have  confirmed this fact. The high activity of organic peroxides  necessitates strict safety measures for their tansportation and  storage but does not hinder cross border activity. Imports from  outside Europe however are minimal except when currency  movements make such sales attractive.      <ind> Assessment  27. <ind> The parties estimate their share of the European  market for Dicetyl-peroxydicarbonate and other substitutable  products to be [between 40-60%], based on a total market value  of 47 million ECU (which represents less than 20% of organic  peroxides in total). This market share probably overestimates  their position to some extent. Competitors on this market  include Laporte, which like Akzo produces a broad range of  organic peroxides, Atochem, and also to a certain extent  Enichem. In addition, a more recent entrant is Pergan GmbH, a  subsidiary of Witco of the US, the other major manufacturer of  organic peroxides in the world [Corrigendum. Subsequent to the  adoption of this decision, the Commission was informed that  Pergan is not, in fact, part of Witco, but is an independent  company.]. Pergan began its own production of certain organic  peroxides in 1992 and is generally acknowledged as a serious  competitor.      <ind> To the extent that competitors operate multi-purpose  plants for their  production of organic peroxides there is  potential from those that do not currently produce products  within the relevant market described above to switch production  relatively easily to at least some of them. Customers are the  main PVC producers, some of whom also purchase a broader range  of organic peroxides for other activities.       <ind> For these reasons, and given the fact that Nobel is  not  considered a major player in organic peroxides in general,  the proposed transaction is not likely to lead to a significant  change on the market such as to create or reinforce a dominant  position on the market.      <ind> viii) Pulp and paper chemicals  28. <ind> Nobel produces a number pulp chemicals. However since  Akzo is not present on this market the proposed operation will  not affect the structure of the market for pulp chemicals.  29. <ind> Paper chemicals comprise a variety of different  product categories which are used in many application areas in  paper production. The only overlap products which both Akzo and  Nobel produce within the sector are "wet end chemicals"  comprising sizing agents, retention chemicals and wet strength  resins. (The fourth wet end chemical, flocculants, is produced  by Akzo alone.)  30. <ind> The parties state that the principal markets for  paper chemicals are North America and Europe. The major  producers operate in both markets but have separate  manufacturing plants in each.  31. <ind> Combined market shares of significance are achieved  by the parties in Europe only in sizing agents (valued at  around 160 million ECU), where the parties' estimated share is  [between 25-40%]. The market leader however remains Hercules  [between 25-40%] and BASF [less than 25%] also operates on this  market. In addition competitors and customers have confirmed  that several other suppliers exist and that a number of new  competitors have entered the market within the last five years.  Moreover the need for high service levels also allows many  small local resellers to operate on this market.      <ind> In the light of these factors the proposed  concentration will not lead to the creation or strengthening of  a dominant position in the common market in relation to sizing  agents.      <ind> B. Fibres.  32. <ind> Since Nobel has no fibre business, the proposed  concentration does not have any horizontal or vertical effect.  The only exception is that Nobel produces ethylene glycol, a  raw material used in the production of polyester, but it has no  sales in the EC.      <ind> C. Pharmaceuticals.  33. <ind> Akzo has sales worth 1.430 million ECU in  pharmaceuticals. Nobel's sales amount to 72 mecus. Akzo's main  products are in the area of oral contraceptives, gynaecological  drugs and CNS and cardiovascular products. It sells a limited  amount of active ingredients to third parties.   34. <ind> Nobel does not market drugs as such; its  pharmaceutical sales are limited to active ingredients. The  only horizontal overlap between Akzo and Nobel is  hydrocortisone sodium phosphate, Akzo's sales being practically  confined to Japan.      <ind> Akzo's representatives have confirmed that, to their  knowledge, Nobel does not sell active ingredients to any  competitor of  Akzo.   <ind> D. Coatings   35. <ind> The total coatings market in the EC was valued at  around 11 billion ECU in 1992. The industry draws a distinction  between three different kinds of coatings: decorative coatings,  car refinishes and industrial coatings. Decorative coatings are  normally used on-site during the construction or refurbishment  of architectural structures, i.e. to decorate internal or  external  walls, doors etc. They are supplied through wholesale  and retail channels to professional decorators and DIY (do-it- yourself) users. Car refinishes are used by car repair shops,  i.e. to repaint car wings, bodies etc. They are supplied  through specialist wholesale channels. Industrial coatings are  used for applications to the surface of manufactured products.  They are supplied direct by the coatings manufacturers to their  industrial customers. Manufacturers have to develop coatings to  precise formulations or specifications required by their  customers.   <tab> i) car refinishes  36. <ind> Only Akzo is involved in car refinishes. This market  is not affected by the proposed operation.    <tab> ii) industrial coatings  37. <ind> Both parties are involved in industrial coatings. The  total European market is valued at around 4.6 billion ECU of  which the parties estimate they will have an [less than 20%]  market share. Other major competitors on the market are  Hoechst, BASF, PPG and Courtaulds, each with between [less than  10%] of the market.      <ind> If this market is divided according to application  the only area where both parties are active and where the  proposed operation will lead to market shares in excess of 10%  is in coatings for plastics, valued at around 175 million ECU.  In this segment, however, since Nobel's market position is less  than 5% [ ] the aggregation of market shares is very small and  in any event the parties will still have less than 20% of the  market [ ]. Other competitors on the market include Hoechst  [less than 20%], PPG [less than 10%] and BASF [less than 10%].      <ind> On this basis it is considered that the proposed  operation will not lead to the creation or reinforcement of a  dominant position on the common market.   <tab> iii) decorative coatings   <tab> Product market  38. <ind> From the demand side there can be drawn a distinction  between different groups of  decorative coatings, for example  enamel paints, primers, wall paints (internal and external),  wood preservation etc.  39. <ind> According to the parties the market for decorative  coatings can be divided into two separate markets: The trade  market (wholesalers, who primarily sell to professional  decorators and traditional retailers) and the retail market  (retailers, who primarily sell to end-customers - DIY). The two  markets can be different in relation to products, sale and  service, and the importance of each of the markets can  vary  from Member State to Member State.   40. <ind> From the production side decorative coatings can be  seen as one product market. In principle the same equipment can  be used to make all the different types of paint, and  technically it is easy to swich the production from one product  to another. Manufacturers generally aim to supply a full range  of paint products, and the wholesalers and the retailers expect  that the manufacturers supply them with a full range of paint  products.   <ind> The precise product market definition can be left open  because it does not materially affect the assessment of  dominance in the present case.   <ind> Geographic market  41. <ind> Traditionally, coatings have been supplied by  relatively small manufacturers selling basically within their  own Member State. On the demand side, distributors remain  basically national and the role of brands could further suggest  that competition in decorative coatings has a relatively  important natinal dimension. However, this national dimension  does not seem sufficient to conclude that each Member State  constitutes a separate, isolated geographic market. Competitive  interactions between neighbouring Member States   cannot be  excluded for different reasons: there are no major barriers to  crossborder trade in coatings, and shipments across national  boundaries are not unusual. There are several large producers  of coatings with a presence in various Member States, such as  the parties themselves, ICI, Sigma (group Petrofina), Total,  Desowag (group Solvay), S. Dyrup, etc... Some of these  companies belong to large groups with the required ressources  to expand their activities into a given Member State if  economic conditions would justify it. Moreover, certain large  multiple stores are able to purchase outside their own country.     42. <ind> The issue of the relevant geographic market however  can be left open because in any event, as discussed below, the  proposed operation would not lead to the creation or  strengthening of a dominant position on the narrower market.   <tab> Assessment  43. <ind> Within the EC as a whole the transaction will lead to  combined market shares for the parties of around [less than  20%]. The major competitiors are Sigma (Petrofina), ICI and  Total [less than 10%] of EC sales respecively). On this basis  the concentration will not give rise to competition concerns.  44. <ind> In the individual Member States  the parties'  combined market shares (in value) in Belgium/Luxemburg, Ireland  and UK will be [between 35-50%], [between 25-40%] and [between  25-40%] respectively. In Netherlands, Greece and Denmark they  have combined market shares of [between 25-40%], [between 25- 40%] and [between 25-40%] respectively. Their combined shares  in each of the remaining Member States is [less than 20%].  45. <ind> On this basis the concentration will only lead to a  strong position in Belgium/Luxemburg and in UK/Ireland (in the  following UK and Ireland will be considered together since all  the main UK competitiors are present in Ireland selling the  same brands as in UK).  46. <ind> In the UK Akzo Nobel will be the leading supplier  with [between 25-40%] of the market for decorative coatings.  The main competitors will be ICI [between 25-40%], Kalon [less  than 20%] and Manders [less than 10%]. Sales in the UK are  divided 50/50 between trade and retail, and some 70% of the  retail sector are supplied through the large DIY multiples   i.e. B&Q, Texas, Do it All etc and through high street  multiples. In the retail sector private labels have been an  important factor, and today 42% of the total retail sale are   private labels. ICI's premium brand Dulux has a market share of  [between 25-40%] in the retail sector while Nobels premium  brand Crown has a market share of [less than 20%].  47. <ind> In the UK trade sector there is a trend for  manufacturers create their own distribution outlets. One-third  of ICI's trade with professionals are through own outlets, but  also Nobel, Akzo Kalon and Manders have merchant chains of  their own. The independent wholesalers trade normally several  different brands.  48. <ind> In Belgium/Luxemburg Akzo Nobel will be the leading  supplier with [between 35-50%] of sales of decorative coatings.  The main competitors will be Sigma [less than 20%], GB [less  than 10%] and Matthys [less than 10%]. In Belgium also the  major multiples are becoming a significant force. Sales through  these outlets are estimated to account for around 40% of all  retail sales of which 30% are private labels.  49. <ind> Sigma (a subsidiary of Petrofina) is a relatively new  competitor in Belgium for decorative coatings. Sigma has no  plants in Belgium and supplies it from its plants in the  Netherlands. In a number of years Sigma has managed to  establish its own distribution network in Belgium. Neither Akzo  nor Nobel have own distribution outlets  in Belgium. Herbol  (BASF) of Germany has recently started sales of decorative  coatings in Belgium, where it now has about a [less than 10%]  share in the professional segment, and in the DIY sector ICI  sells its Dulux brand through GB, a major retailer. GB  manufactures itself coatings for sale under its own private  label.    50. <ind> In view of the above, the proposed concentration does  not lead to the creation or reinforcement  of a dominant  position for decorative coatings, taking into account that even  if markets were to be of a national dimension, they would still  be subject to competitive constraints arising in neighbouring  Member States.       V. <ind> CONCLUSION  51. <ind> For the above reasons the Commission has decided not  to oppose the notified operation and to declare it compatible  with the common market.  This decision is adopted in  application of Article 6(1)(b) of Council Regulation 4064/89.  For the Commission