CELEX: 32015M7564
Language: en
Date: 2015-06-23 00:00:00
Title: Commission Decision of 23/06/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7564 - MAHLE BEHR / DELPHI THERMAL SYSTEMS BUSINESS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 23.6.2015
C(2015) 4419 final

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|To the notifying party:                                                |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7564 – Mahle Behr/ Delphi Thermal Systems Business
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

1) On 18 May 2015, the European Commission (‘Commission’) received notification of a proposed concentration pursuant to Article 4 of  the  Merger
   Regulation by which the undertaking Mahle Behr Gmbh & Co. KG ('Mahle Behr', Germany) controlled by  Mahle  GmbH  ('Mahle',  Germany)  acquires
   within the meaning of Article 3(1)(b) of the Merger Regulation control of the thermal systems business ('Delphi Thermal') of  the  undertaking
   Delphi Automotive PLC ('Delphi', United Kingdom) by way of a combined purchase of shares and  of  assets.[3]  Mahle  and  Delphi  Thermal  are
   designated hereinafter as the 'parties to the proposed transaction' or the 'parties'.

       THE PARTIES

2) Mahle is a global supplier of components to the automotive and engine industries. Via its wholly-owned subsidiary Mahle Behr, it is active  in
   the development and production of components and complete systems for automotive engine cooling and air conditioning management. Finally,  its
   jointly controlled subsidiary HBPO GmbH ('HBPO') engages in the assembly of front-ends for passenger cars, which include certain components of
   automotive thermal systems that are the subject of the proposed transaction.

3) Delphi Thermal is a global supplier of automotive and commercial thermal products, including air conditioning modules (both for  vehicles  and
   buildings), compressors and engine cooling modules.

       THE OPERATION AND THE CONCENTRATION

4) On 17 February 2015, Mahle and Delphi entered into an agreement whereby the former will acquire, via its wholly-owned subsidiary  Mahle  Behr,
   all the assets as well as the entire share capital of the various legal entities that together make up Delphi Thermal. Mahle will  accordingly
   acquire sole control over Delphi Thermal and the proposed transaction therefore constitutes a concentration  within  the  meaning  of  Article
   3(1)(b) of the Merger Regulation.

5) It is to be noted that Delphi currently owns 50% of each of Shanghai Delphi Automotive Air Conditioning Systems  Co.,  Ltd.  ('SDAAC',  China)
   and Korea Delphi Automotive Systems Corporation (South Korea), two Asian joint venture companies active in the  field  of  automotive  thermal
   management systems. Although Mahle signed a non-binding letter of intent according to which it intends to acquire  SDAAC  […],  this  possible
   transaction does not concern the South Korean joint venture, and moreover is not interdependent with the proposed transaction, neither de jure
   nor de facto. These two joint venture companies will, post-transaction, remain with Delphi and do not, accordingly, form part of the  proposed
   transaction.

       EU DIMENSION

6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[4] (Mahle: EUR 6 941  million;  Delphi
   Thermal: EUR […]). Each of them has an EU-wide turnover in excess of EUR 250 million (Mahle: EUR […]; Delphi Thermal: EUR […]),  but  they  do
   not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. The proposed transaction  therefore
   has an EU dimension according to Article 1(2) of the Merger Regulation.

       RELEVANT MARKETS

7) The parties' activities overlap in relation to the supply of automotive  thermal  management  modules  and  their  constituent  components  to
   original equipment car manufacturers ('OEMs') and original equipment suppliers ('OESs') at a global level. The parties are also active,  to  a
   very limited extent, in the supply of automotive compressors to the independent aftermarket ('IAM') in various EU Member  States.  Finally,  a
   vertical relationship exists between, on the one hand, the activities of the parties in the OEM/OES supply of LV charge air coolers and HBPO's
   activities in the OEM/OES supply of LV pre-assembled front-end modules, which incorporate the former input product.

   1 Product market definition

       Supply channel (OEM/OES versus IAM) and vehicle type (LVs versus HCVs)

8) In previous decisions, the Commission identified separate relevant product markets for individual automotive components[5] as  well  as  wider
   markets for automotive component systems which are comprised of several individual  components.[6]   Furthermore,  the  Commission  identified
   separate relevant product markets according to whether products are sold to the OEM/OES or IAM channel[7] and to whether they are intended for
   vehicles that weigh less than six tonnes (so-called light vehicles, 'LVs') or for heavy commercial vehicles ('HCVs').[8]

9) The parties consider that the distinction between LVs and HCVs does not apply  to  the  OEM/OES  supply  of  automotive  thermal  systems  and
   components, given the similar characteristics of the products intended for these two segments and the high degree of supply side  flexibility.
   The parties furthermore indicate that the IAM for heating, ventilation, air conditioning (HVAC) modules and engine cooling  products  is  very
   limited in size, amounting to 1%-2% of their overall sales.

10) The large majority of OEM customers that were consulted during the Commission's market investigation however indicated  that  they  generally
   organise separate tenders for their acquisition of each of LV and of HCV OEM/OES automotive thermal management modules and  components.[9]  In
   relation to the existence of a separate IAM for the sale of  automotive  thermal  management  systems  and  components,  the  results  of  the
   Commission's market investigation were more mixed: only a small minority of competitors and about half of the customers  consulted  considered
   that this is the case.[10]

11) The definition of the relevant product market can however be left open as the proposed transaction does not raise serious doubts  as  to  its
   compatibility with the internal market under any plausible market definition.

       HVAC modules

12) Regarding HVAC modules, the Commission considered in one previous case that the market for pre-assembled HVAC modules  –  rather  than  their
   individual components – constituted the relevant product market.[11]  In two other  instances  the  Commission  considered  that  the  various
   components of HVAC engines could also constitute separate relevant product markets, ultimately leaving the precise market definition open.[12]

13) The parties explain that HVAC modules are manufactured and sold as whole modules and  submit  that  the  relevant  product  market  therefore
   comprises the supply of pre-assembled HVAC modules.

14) The results of the market investigation carried out by the Commission provide support for the parties' claim that an overall market  for  the
   OEM/OES supply of HVAC modules exists. In relation to LVs, the majority of customers approached by the Commission indicated that  they  source
   whole HVAC modules rather than their individual constituent components, and the minority of customers that do purchase  individual  components
   of HVAC modules also purchase such pre-assembled HVAC modules. Regarding HCVs, none of the customers mentioned acquire the components of  HVAC
   modules separately, while the majority confirmed that they acquire pre-assembled HVAC modules.[13] Similarly, the  majority  of  the  parties'
   competitors that were consulted during the Commission's market  investigation  indicated  that  they  exclusively  supply  pre-assembled  HVAC
   modules.

15) The existence of a separate relevant product market for HVAC modules is supported by the win/loss data submitted by the parties, which  shows
   that OEMs organise separate tenders for this product. This understanding also seems to be confirmed by the parties' internal analysis  of  the
   HVAC market (held in internal documents).

16) The definition of the relevant product market involving the supply of HVAC modules and components can however be left open  as  the  proposed
   transaction does not raise serious doubts as to its compatibility with the internal market under any plausible product market definition.

       Engine cooling modules and their constituent components

17) Regarding engine cooling modules and their constituent components, the Commission has in the past identified separate markets for  condensers
   and radiators, two of the constituent components of these  modules.[14]  In  two  other  cases,  the  Commission  considered  that  individual
   components of engine cooling modules could indeed constitute separate markets, ultimately leaving the precise market definition open.[15]

18) The parties argue that an overall system market for the supply of engine cooling modules exists, given that (i) OEM customers would  in  most
   cases organise tenders for complete engine cooling modules rather than for any individual components thereof, and (ii) most  manufacturers  of
   engine cooling products would offer all products that form part of an engine cooling module.

19) The results of the market investigation carried out by the Commission provide support for the existence of both a separate  relevant  product
   market for whole engine cooling modules as well as separate relevant product markets for some of their individual constituent components.  The
   vast majority of customers consulted during the market investigation namely indicated to regularly purchase not only  engine  cooling  modules
   but also at least some constituent components on a standalone basis (namely radiators, condensers and charge air coolers, the  three  products
   in relation to which the proposed transaction  gives  rise  to  affected  markets[16]).[17]  Also,  all  competitors  that  responded  to  the
   Commission's market investigation mentioned that they supply pre-assembled engine cooling modules, while  the  majority  of  them  furthermore
   indicated to supply the three aforementioned components of these modules in addition thereto.[18]

20) The existence of separate relevant product markets for engine cooling modules, charge air coolers, radiators and condensers is  supported  by
   the win/loss data submitted by the parties, which shows that OEMs organise separate tenders for each of  these  products.  This  understanding
   also seems to be confirmed by the parties' internal analyses of the various markets (held in internal documents).

21) The definition of the relevant product market involving the supply of engine cooling modules and their constituent components can however  be
   left open as the proposed transaction does not raise serious doubts as to its compatibility with  the  internal  market  under  any  plausible
   product market definition.

      Pre-assembled front-end modules

22) The Commission has previously assessed whether a separate relevant product market exists for the OEM/OES supply of front-end modules such  as
   those manufactured by HBPO.[19] Although it rather found indications for separate relevant markets for the components of front-end modules  to
   exist, it ultimately left this question open.

23) The parties consider in this regard that no separate relevant product market exists  for  the  supply  of  LV  front-end  modules  and  that,
   accordingly, this vertical relationship does not constitute an affected market.

24) The question of whether a separate relevant product market for the OEM/OES supply of front-end modules exists can however  be  left  open  as
   the proposed transaction does not raise serious doubts as to its compatibility with the internal market under  any  plausible  product  market
   definition.

2 Geographic market definition

25) In previous decisions, the Commission considered the relevant market for the supply of automotive components to the OEM/OES channel to be  at
   least EEA-wide and possibly worldwide in scope, whereas in relation to the IAM it consistently assessed national markets.[20] The  parties  do
   not contest these geographic delineations of the relevant product markets affected by the proposed transaction.

26) Notwithstanding that a large part of customers  consulted  during  the  Commission's  market  investigation  organises  their  purchasing  of
   automotive thermal management systems and components at worldwide level, a significant number of customers actually require  suppliers  of  LV
   thermal management modules and components to have manufacturing  facilities  in  the  EEA.[21]  This  is  likely  due  to  the  importance  of
   transportation costs, which the majority of respondents to the Commission's market investigation indicate as accounting for between 5% and 10%
   of the total price.[22]

27) Given the importance attributed by some customers to their suppliers having manufacturing plants in the EEA, the  Commission  considered  and
   focused on an EEA-wide market when assessing the proposed transaction.

       COMPETITIVE ASSESSMENT

1 Horizontal non-coordinated effects

       OEM/OES

28) In the OEM/OES segment, the proposed transaction gives rise to affected markets in the EEA in  relation  to  both  HVAC  modules  and  engine
   cooling modules as well as condensers, radiators and charge air coolers (which are all constituent  components  of  engine  cooling  modules).
   Except for HVAC modules, the affected markets exclusively involve the supply of thermal management systems and components for LVs.

29) The parties' relative individual and combined positions on the various markets that are affected by the proposed transaction  are  referenced
   in table 1, below.[23] In order to obtain an accurate view of the parties' strength, given that these are bidding markets, it is important  to
   assess market shares over a significant period of time, covering both past and future. The case team has therefore also requested the  parties
   to set out how they expect their market shares to develop over the next three to five years, taking into account on-going contracts as well as
   awarded contracts for future production.[24]

       TABLE 1 – EEA shares of OEM/OES supply (2012/2013 and 2014)

   EEA (volume) |LV HVAC modules  |HCV HVAC modules |LV Engine cooling modules |LV Charge air coolers |LV Condensers  |LV  Radiators  |  |  |2012
   |2014 |2013 |2014 |2012 |2014 |2012 |2014 |2012 |2014 |2012 |2014 | |Mahle |[20-30]% |[20-30]% |[40-50]% |[40-50]% |[10-20]%  |[10-20]%  |[30-
   40]% |[30-40]% |[20-30]% |[10-20]% |[20-30]% |[20-30]% | |Delphi Thermal |[5-10]% |[5-10]% |[5-10]% |[5-10]% |[5-10]% |[5-10]% |[10-20]%  |[5-
   10]% |[5-10]% |[5-10]% |[5-10]% |[5-10]% | |Parties combined |[30-40]% |[20-30]% |[50-60]% |[50-60]% |[20-30]% |[20-30]%  |[40-50]%  |[40-50]%
   |[20-30]% |[20-30]% |[30-40]% |[30-40]% | |Valeo |[20-30]% |[20-30]% |[5-10]% |[10-20]% |[30-40]% |[30-40]% |[30-40]% |[30-40]% |[20-30]% |[20-
   30]% |[30-40]% |[30-40]% | |Denso |[20-30]% |[20-30]% |[10-20]% |[10-20]% |[10-20]% |[10-20]% |[5-10]% |[5-10]% |[10-20]% |[10-20]%  |[10-20]%
   |[10-20]% | |Halla Visteon |[10-20]% |[10-20]% |- |- |[10-20]% |[10-20]% |[0-5]% |[0-5]% |[10-20]% |[5-10]%  |[10-20]%  |[10-20]%  |  |Source:
       Form CO, parties' internal estimates

30) Based on the market share forecasts for the next three to five years provided by the parties, it can be concluded that the structure  of  the
   various affected markets is unlikely to change significantly going forward. Both Mahle and Delphi Thermal expect their market shares to remain
   stable across the various affected markets; in the market for LV condensers, the only affected market where  Mahle  and  Delphi  Thermal  both
   forecast an increase in market share of respectively [0-5]% and [5-10]%, their relative position (players number 2 and 4) will furthermore not
   change.

31) As can be seen in Table 1, the parties will continue to face significant competitors in all  plausible  markets  that  are  affected  by  the
   proposed transaction. Also, Delphi Thermal appears to be the least strong player in all affected markets except for the market  involving  the
   OEM/OES supply of LV charge air coolers in the EEA – in this market four competitors will nonetheless remain active  post  completion  of  the
   proposed transaction. Based on information provided by the parties, the  Commission  notes  that  Delphi  Thermal  also  seems  to  possess  a
   significantly lower number of patents in relation to HVAC modules, radiators, condensers and charge air coolers than Valeo, Denso  and  Mahle,
   which supports the parties' claim that Delphi Thermal does not constitute an important player in the various EEA automotive thermal markets.

32) The Commission furthermore considers that HVAC and engine cooling modules and  components  constitute  homogeneous  and  relatively  low-cost
   products, which supports a finding that Delphi Thermal is not a particularly  close  competitor  to  Mahle.  During  the  Commission's  market
   investigation it was confirmed in this regard by virtually all OEM customers that at least four suppliers – and in most cases five or even six
   – are currently technically and commercially capable of supplying them with all automotive thermal management products mentioned in  Table  1,
   above.[25] Whereas Mahle is always included in this list of potential suppliers, some OEM customers moreover indicated that Delphi Thermal  is
   in fact not technically and commercially capable of supplying them with certain of these automotive thermal management products. These results
   are in line with the fact that the parties' main competitors generally seem to lose LV OEM/OES automotive thermal business more to Mahle  than
   to Delphi Thermal.[26] Based on the foregoing, the Commission considers that Mahle and Delphi Thermal are not particularly  close  competitors
   and that several capable alternative suppliers of  automotive  thermal  management  products  will  remain  post-completion  of  the  proposed
   transaction.

33) What is more, the parties claim that the suppliers in the various affected markets are not capacity constrained, which is the case for  their
   own EEA production facilities in relation to at least a number of automotive  thermal  products.[27]  The  Commission's  market  investigation
   furthermore provided some evidence for the existence of excess capacity as well as an ability to increase capacity in the short-term (i.e. one
   to two years) on the part of the parties' main competitors.[28] This strengthens the likelihood that OEM customers will be  able  to  maintain
   effective competition in their tender procedures post-merger.

34) In addition, it appears that OEMs are able to maintain competition during the lifetime of a vehicle platform  either  by  engaging  in  dual-
   sourcing or by including competition clauses in their supply agreements. Accordingly, OEMs can respectively switch  to  a  different  supplier
   during vehicle production or demand ad-hoc price reductions in addition to those foreseen in the initial supply contract. In this  regard,  it
   is important to note that the parties have provided three examples of Mahle's and Delphi  Thermal's  customers  ([…])  actually  switching  to
   another supplier during on-going vehicle production as well as two examples of Delphi Thermal's customers ([…])  securing  a  price  reduction
   that was not foreseen in the initial supply contract. The majority of the parties' competitors  that  responded  to  the  Commission's  market
   investigation confirm in this respect that OEM customers can  indeed  under  the  relevant  supply  agreements  insist  on  ad-hoc  (i.e.  not
   contractually pre-agreed) price revisions throughout the lifetime of a vehicle platform in case of  changed  competitive  circumstances  (e.g.
   changes in the price of raw inputs as well as technological developments).[29] These are elements that support the parties'  claim  that  OEMs
   possess a degree of bargaining power which renders it further unlikely that the proposed transaction gives rise to any competition concerns.

35) Finally, none of the respondents to the Commission's market investigation raised  any  competitive  concerns  in  relation  to  the  proposed
   transaction. Rather, the majority of both the parties' customers as well as their competitors that were consulted expected  the  intensity  of
   competition in the various markets for the OEM/OES supply of automotive thermal management products to either remain the same or increase as a
   result of the proposed transaction. At the same time, this same majority of competitors and  customers  expected  the  price  level  in  these
   markets to either remain the same or decrease as a result thereof.[30]

36) In light of all of the foregoing, the Commission  considers  that  the  proposed  transaction  does  not  raise  serious  doubts  as  to  its
   compatibility with the internal market as a result of horizontal non-coordinated effects arising in the various markets for the OEM/OES supply
   of automotive thermal management products in the EEA.

       IAM

37) In the IAM, the proposed transaction gives rise to affected markets in relation to the supply of LV automotive  compressors  in  Denmark  and
   Germany.[31]

38) However, the parties' individual and combined positions on the market for the sale of LV automotive compressors to the IAM  in  both  Denmark
   and Germany are limited and the proposed transaction furthermore involves only a limited increment in Mahle's position. In Denmark, Mahle  and
   Delphi Thermal respectively account for [20-30]% and [0-5]% of total IAM sales of LV automotive compressors. In Germany, in  turn,  Mahle  and
   Delphi Thermal respectively account for [10-20]% and [0-5]% of total IAM sales of LV  automotive  compressors.  The  proposed  transaction  is
   therefore unlikely to lead to the creation, or a significant strengthening, of any dominant position on the part of Mahle, nor is it likely to
   lead to the elimination of a significant competitive constraint that the parties active in these markets currently face.

39) What is more, according to information provided by the parties, several strong competitors will continue to exert  a  competitive  constraint
   on Mahle post-completion of the proposed transaction, including Denso, Valeo, Halla Visteon and Sanden.

40) In addition, Mahle currently does not manufacture compressors at all and it is therefore only active in the IAM as a reseller  thereof.  This
   dependency on third-party suppliers is a factor that renders it further unlikely  that  the  proposed  transaction  would  give  rise  to  any
   horizontal non-coordinated effects on the markets for the sale of LV automotive compressors to the IAM in Denmark and Germany.

41) In light of all of the foregoing, the Commission  considers  that  the  proposed  transaction  does  not  raise  serious  doubts  as  to  its
   compatibility with the internal market as a result of horizontal non-coordinated effects arising in the markets for the sale of LV  automotive
   compressors to the IAM in Denmark and Germany.

2 Horizontal coordinated effects

42) In order for a concentration to be capable of giving rise to competition concerns resulting from coordinated effects, it  must  increase  the
   likelihood that firms are able to coordinate or make coordination easier, more stable or more effective.

43) In that regard, it should be noted that Delphi Thermal's shares of the various markets that are affected  by  the  proposed  transaction  are
   limited and are, accordingly, unlikely to lead to a significant increase of (collective) market power; the  three  largest  players  currently
   already account for between 60% and 80% of all affected markets. What is more, Delphi Thermal does not constitute a recent  entrant  that  has
   gained significant market share over the past years. The parties' OEM customers furthermore did not raise any  concern  involving  coordinated
   effects during the Commission's market investigation and rather seemed to consider Delphi Thermal as one of the  weakest  of  the  five  major
   suppliers active in the affected markets. The proposed transaction would accordingly be unlikely to  significantly  increase  the  ability  to
   coordinate.

44) Furthermore, based on the parties' win/loss data, the Commission notes that Delphi Thermal's impact on the market seems  limited  because  of
   the fact that it did not participate in a significant number of tenders for automotive thermal products that took place during the period 2012
   to 2014. In fact, the parties indicate that Mahle and Delphi Thermal have participated in the same tender only on  [less  than  10]  occasions
   during that same period in relation to which the parties were, moreover, equally successful. At the same time, Mahle  indicates  that,  during
   the period 2012-2014, it participated in a total of around [more than 100] tenders for automotive thermal products in the EEA.

45) Although some of the characteristics of the various markets for the supply of automotive  thermal  products  could  generally  be  considered
   conducive to coordination (such as the existence of relatively homogenous products, a degree of symmetry between the largest suppliers in  the
   various relevant markets and a lack of regular entry) the Commission considers, in light of all of the foregoing, that  it  is  unlikely  that
   coordinated effects would result from the proposed transaction.

3 Vertical non-coordinated effects

46) Since the parties' combined position in the manufacture and supply of LV charge air coolers exceeds 30%, a market situated  upstream  of  the
   one on which HBPO is active, the proposed transaction gives rise to a vertically affected market.[32]

47) In any case, the proposed transaction does not raise serious doubts as to  its  compatibility  with  the  internal  market  insofar  as  this
   vertical relationship is concerned, given that: (i) it is largely pre-existent, with the addition of Delphi's activities  only  leading  to  a
   small increment of [5-10]% in the parties' upstream position; (ii) several competitors  remain  both  at  the  upstream  as  well  as  at  the
   downstream level, which could counteract any attempted input or customer foreclosure strategies; (iii) the parties explain that  the  relevant
   OEM customers of front-end modules generally determine in their contracts with suppliers of front-end modules which input suppliers are to  be
   used ('directed buying'), a factor limiting the ability and the incentive to engage in both input and  customer  foreclosure  (HBPO  would  be
   forced to continue sourcing components from the parties' upstream competitors), and; (iv)  no  concerns  were  raised  in  relation  to  these
   vertically affected markets during the Commission's market investigation carried out as part of its assessment of the proposed transaction.

       CONCLUSION

48) For the above reasons, the 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
Member of the Commission

-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 ('the Merger Regulation'). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
('TFEU') has introduced certain changes, such as the replacement of 'Community'  by  'Union'  and  'common  market'  by  'internal  market'.  The
terminology of the TFEU will be used throughout this decision.
[2]   OJ L 1, 3.1.1994, p.3 ("the EEA Agreement").
[3]   Publication in OJ C 170, 23.5.2015, p. 9.
[4]   Turnover calculated in accordance with Article 5 of the Merger Regulation.
[5]   See, e.g., COMP/M.6714 – U-Shin / Valeo CAM (2013), COMP/M.6083 – Fiat / GM / VM  Motori  JV  (2011),  COMP/M.6045  –  JCI  /  CRH  (2011),
COMP/M.5930 – JCI / Michel Thierry Group (2011), COMP/M.4456 – Mahle / Dana EPG (2007), COMP/M.4524 – Nemak / Hydro Castings (2007),  COMP/M.4500
– Nemak / TK Aluminium “A” (2007), COMP/M.3151 – Thyssenkrupp / Sofedit (2003), COMP/M.1778 – Freudenberg / Phoenix / JV  (2000),  COMP/M.1907  –
WOCO / Michelin (2000), COMP/M.1338 – Teksid / Renault (1999) or COMP/M.1189 – Teksid / Norsk Hydroproduksjon / Meridian (1998).
[6]   See, e.g., COMP/M.6714 – U-Shin / Valeo CAM (2013), COMP/M.6339 – Freudenberg & Co / Trelleborg /  JV  (2012),  COMP/M.5799  –  Faurecia  /
Plastal (2010) or M.536 – Torrington / Ingersoll (1995).
[7]   See, e.g., COMP/M.6714 – U-Shin / Valeo CAM (2013), COMP/M.5799 – Faurecia / Plastal (2010) or COMP/M.4456 – Mahle / Dana EPG (2007).
[8]   See, e.g., COMP/M.5799 – Faurecia / Plastal (2010); COMP/M.4456 – Mahle / Dana EPG (2007).
[9]   Responses to the Commission's questionnaire to customers, question 4.
[10]  Responses to the Commission's questionnaire to customers, question 9; Responses to the Commission's questionnaire to competitors,  question
7.
[11]  See COMP/M.2366 – Denso / MMC (2001).
[12]  See COMP/M.6183 – Mahle / Behr (2011) and COMP/M.5862 – Mahle / Behr / Behr Industry (2010).
[13]  Responses to the Commission's questionnaire to customers, questions 5 and 6.
[14]  See COMP/M.2366 – Denso / MMC (2001).
[15]  See COMP/M.6183 – Mahle / Behr (2011) and COMP/M.5862 – Mahle / Behr / Behr Industry (2010).
[16]  For the definition of affected markets, see Annex 1 point 6.3 of Commission Implementing Regulation (EC) No 802/2004, as  last  amended  by
Commission Implementing Regulation (EU) No 1269/2013 (OJ L 336, 14.12.2013, p. 1-36).
[17]  Responses to the Commission's questionnaire to customers, question 5.
[18]  Responses to the Commission's questionnaire to competitors, question 6.
[19]  COMP/M.5799 – Faurecia/Plastal (2010); COMP/M.6537 – Faurecia/Plastal (2012).

[20]  See, e.g., COMP/M.6183 – Mahle / Behr (2011), COMP/M.5862 – Mahle / Behr / Behr Industry (2010), COMP/M.4878 – Continental  /  Siemens  VDO
(2007) or COMP/M.2366 – Denso / MMC (2001).
[21]  Responses to the Commission's questionnaire to customers, question 14.
[22]  Responses to the Commission's questionnaire to customers,  question  13;  Responses  to  the  Commission's  questionnaire  to  competitors,
question 9.
[23]  Although the parties submit not to supply individual components of HVAC modules, they confirm, for completeness sake, that their shares  of
any hypothetical market for the manufacture and supply of heater cores, evaporators or internal heat exchangers (i.e. the constituent  components
of HVAC modules) would not differ from those provided in relation to HVAC modules.
[24]  This approach is in line with the Commission's methodology adopted in case COMP/M.3486 – Magna / New Venture Gear (2004).
[25]  Responses to the Commission's questionnaire to customers, question 16.
[26]  Responses to the Commission's questionnaire to competitors, questions 17 and 18.
[27]  Form CO, Annex 7.5.
[28]  Responses to the Commission's questionnaire to competitors, questions 12 and 13.
[29]  Responses to the Commission's questionnaire to competitors, question 19.
[30]  Responses to the Commission's questionnaire to competitors, questions 23 and 24; Responses to the Commission's questionnaire to  customers,
questions 29-32.
[31]  The parties submit that Delphi Thermal manufactures and sells exclusively LV compressors in  the  EEA.  No  overlap  between  the  parties'
activities in the supply of HCV compressors to the IAM therefore exists.

[32]  The Parties estimate that the market share of HBPO on the downstream market is between [20-30]% and [30-40]% in the EEA  and  between  [10-
20]% and [20-30]% worldwide.

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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