CELEX: 32016M7854
Language: en
Date: 2016-06-30 00:00:00
Title: Commission Decision of 30/06/2016 declaring a concentration to be compatible with the common market (Case No COMP/M.7854 - AGRAVIS / WILMAR INTERNATIONAL / H BÖGEL ) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 30.06.2016
                                        C(2016) 4218 final

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|                                                                       |To the notifying parties                                               |

Dear Sir/Madam,

Subject:    Case M.7854 - AGRAVIS / WILMAR INTERNATIONAL / H BÖGEL
         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 2 June 2016, the European Commission received notification of a proposed concentration pursuant to Article 4 of the  Merger  Regulation
       by which the undertaking Agrarrohstoff Beteiligungs GmbH  ("Agrarrohstoff",  Germany)  belonging  to  AGRAVIS  Raiffeisen  AG  ("AGRAVIS",
       Germany) and WIL Holdings GmbH ("WIL") belonging to Wilmar International Limited ("Wilmar",  Singapore)  acquire  within  the  meaning  of
       Article  3(1)(b)  of  the  Merger  Regulation  joint  control  of  H.  Bögel  GmbH  &  Co.  KG   ("Bögel",   Germany)   and   of   H.Bögel
       Beteiligungsgesellschaft mbH ("Bögel GmbH", Germany), by way of purchase of shares (the "Transaction")[3]. Wilmar, AGRAVIS, Bögel GmbH and
       Bögel are collectively referred to as the" Parties".)

       THE PARTIES

    2) AGRAVIS is a limited liability company incorporated under German law and active in the cooperatively organised agricultural trade and  the
       production and sale of compound animal feed with 18 production facilities in Germany. AGRAVIS is the parent company  of  Agrarrohstoff,  a
       pure holding company.

    3) Wilmar is a Singapore based international agribusiness group. Its activities include oil palm cultivation, edible oils refining,  oilseeds
       crushing, consumer pack edible oils processing and merchandising, specialty fats, oleo chemicals,  biodiesel  manufacturing,  as  well  as
       grains processing and merchandising. Wilmar is the parent company of the holding company WIL.

    4) Bögel is a limited partnership incorporated under German law. Bögel is active in the international wholesale of animal  feed  ingredients,
       such as palm kernel expeller, dried sugar beet pulp pellets, soybean meal, and rapeseed meal.

    5) Bögel GmbH as a pure holding company is the sole personally liable parent company ("Komplementärin") of Bögel.

    6) The shares in Bögel and Bögel GmbH respectively are currently held by AGRAVIS[4] and two natural persons.

       THE OPERATION AND THE CONCENTRATION

    7) On 31 August 2015 Agrarrohstoff, a 100% subsidiary of AGRAVIS, and WIL, a 100% subsidiary of Wilmar, entered into an agreement (Sales  and
       Purchase Agreement) by which Agrarrohstoff and therefore indirectly AGRAVIS will acquire a 33.33%-interest in Bögel  and  in  Bögel  GmbH.
       Thus, WIL currently holding 66.66% of the shares in Bögel and Bögel GmbH will post-transaction own 33.33% of shares  in  those  companies.
       The remaining shares will be held by two natural persons owning respectively 23.34% and 10% of shares in each of Bögel and Bögel GmbH.

    8) Pursuant to German law, Bögel GmbH as the sole limited partner of Bögel represents and acts through its own  management  as  the  managing
       director of Bögel. The Articles of Association of Bögel and Bögel  GmbH  establish  as  a  general  rule  a  simple  majority  quorum  for
       shareholders' decisions. Such decisions concern inter alia strategic decisions such as the appointment of the management  board  of  Bögel
       GmbH. Therefore, as a general rule, no shareholder can block such decisions against the will of the other shareholders.

    9) However, according to the Articles of Association of Bögel GmbH, AGRAVIS/Agrarrohstoff and Wilmar/WIL – in case there  is  a  factual  and
       objectively comprehensible reason – have both the right to veto resolutions appointing members of the management board of Bögel  GmbH.  In
       the light of Bögel GmbH's position as managing director of Bögel, AGRAVIS and Wilmar can  in  this  case  indirectly  also  influence  the
       casting of the management for Bögel. The burden of proof that there are no factual and objectively  comprehensible  reasons  is  with  the
       other shareholders. Therefore, AGRAVIS and Wilmar respectively can essentially block the appointment of new managing directors and,  thus,
       they have the ability to exercise decisive influence over Bögel's and Bögel GmbH's strategic business decisions.[5]

   10) In the light of the above, AGRAVIS and Wilmar will jointly control Bögel and Bögel GmbH.

   11) Consequently, the Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the EU Merger Regulation.

       UNION DIMENSION

   12) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[6]  (Wilmar EUR  32  431  million;
       AGRAVIS EUR 7 364 million, Bögel EUR […] million, Bögel GmbH EUR 0). Two of them have a Union-wide turnover in excess of EUR  250  million
       (Wilmar EUR […] million; AGRAVIS EUR […] million), but they do not achieve more than two-thirds of  their  aggregate  Union-wide  turnover
       within one and the same Member State.

   13) The notified operation therefore has an Union dimension within the meaning of Article 1(2) of the Merger Regulation.

       COMPETITIVE ASSESSMENT

1 Introduction

   14) The Transaction concerns in substance (i) the production and sale of palm kernel expellers (PKE), (ii) the  wholesale  trade  of  PKE  and
       (iii) the production of compound animal feed using PKE as input.[7]

   15) PKE are obtained as a by-product of palm kernel oil production. They are a particular type of oil seed meal and, as other  oilseed  meals,
       are used as protein rich ingredients for compound animal feed. Oil seed meals are solid by-products of oil extraction and can  be  divided
       according to the plants of origin into PKE, dried sugar beet pulp pellets, soybean meal, rapeseed meal or sunflower meal.

   16) Wilmar produces PKE in South East Asia and sells them exclusively fob ex[8] Malaysia and Indonesia to international wholesalers which sell
       them on to other wholesalers or to compound feed producers without Wilmar knowing to which countries such PKE are exported.

   17) Bögel is one of those wholesalers and purchases PKE from producers to sell them on to animal feed producers and other  wholesalers  mostly
       in Germany.

   18) AGRAVIS also purchases PKE (i) mainly for its own production of  compound  animal  feed  and  (ii)  to  a  lesser  extent  for  resale  to
       cooperatives, farmers or other animal feed producers.

2 Market definition

1 Product market definition

1 Production and wholesale trade of PKE

   19) Concerning oil seed meals, the Commission in its previous decisions has considered  a  distinct  market  for  all  non-grain  animal  feed
       ingredients (NGFI) including oil seed meals. A further sub-segmentation according to the  various  types  of  NGFI  was  also  considered.
       However, the Commission left the definite market definition open.[9] Furthermore, different markets could be defined for the sale  of  PKE
       from manufacturers to wholesalers and the sale of PKE from wholesalers to end consumers since those  suppliers  are  active  at  different
       levels of trade and thus do not sell to the same customer groups.

   20) The Parties submit that PKE as other oilseed meals belong to the product market of NGFI without further sub-segmentation according to  the
       various types of NGFI, given that they are interchangeable for the purpose of animal feed production. Furthermore, the Parties distinguish
       between the upstream market for the production and sale of NGFI on the one hand and the downstream market for the wholesale trade of NGFI.

   21) The results of the market investigation support a certain substitutability of PKE by other NGFI. In particular, it was confirmed that  PKE
       wholesalers and compound animal feed producers can substitute PKE by other NGFI in case of price increases for PKE and that it is  already
       common practice among compound animal feed producers to monitor price evolution of NGFI on a constant basis  and  to  replace  ingredients
       accordingly depending on the respective price development.

2 Production and sale of compound animal feed

   22) Compound feed consists to 98% of agricultural raw materials (grain or non-grain based) and to 2% of premixes, which are additives to cover
       the complete nutrition need of the animal.[10]

   23) The Commission in previous decisions considered a segmentation of the market for compound animal feed per type of  animal,  but  left  the
       ultimate product market definition open.[11]

   24) The Parties suggest that compound feed for all animals should be considered as the relevant product market.

2 Geographic market definition

1 Production and wholesale trade of PKE

   25) The Commission has considered the geographic market for the sale of NGFI  to  be  EEA-wide  or  wider,  but  left  the  geographic  market
       definition open.[12]

   26) The Parties submit that the market for the production of PKE and the production of NGFI including PKE  in  general  should  be  considered
       worldwide in scope. They argue that the different types of NGFI are cultivated in different parts of the world and exported  to  countries
       around the world due to difference in harvesting seasons and thus in supply and demand patterns.  The  Parties  submit  further  that  the
       relevant geographic market for the wholesale trade should be wider than national, possibly regional or even  EEA-wide.  They  submit  that
       cross-border trade of NGFI is common.

   27) The Parties' views were generally confirmed by the results of the market investigation. As regards the  production  and  sale  of  PKE  by
       manufacturers, PKE are produced mainly in Asia and are subsequently shipped to countries around the world. Wholesale traders thus buy  PKE
       typically at the place of origin of the PKE or at the harbour of delivery (in Europe mainly Rotterdam, Amsterdam  and  Hamburg)  and  thus
       purchase at the worldwide or EEA-wide level. As regards the wholesale trade of PKE in the EEA, the sales activities of wholesalers  appear
       to be more limited in geographic scope and there appears to be a  certain  degree  of  geographic  differentiation  between  traders.  For
       instance, Bögel mainly sells PKE and other NGFI in Germany (accounting for more than  [70-80]%  of  its  turnover),  the  Netherlands  and
       Denmark (all three countries together accounting for [90-100]% of its turnover) and has only minor operations in other EEA member  states.
       Therefore, competition in the wholesale trade of PKE and other NGFI may take place at a more regional level within the EEA.

2 Production and sale of compound feed

   28) The Commission has considered national and also regional geographic markets for the sale of compound feed but  left  the  ultimate  market
       definition open.[13]

   29) The Parties submit that the relevant geographic market should be considered regional, due to the limited transportation radius of compound
       feed and suggest to segment Germany into three regions: Northern, Southern and Eastern Germany.[14]

3 Conclusion

   30) As will be shown below, the transaction does not raise serious doubts as to its compatibility with the internal market under any plausible
       market definition. For the purposes of this decision, the exact market definitions can therefore be left open.

3 Competitive assessment

   31) The Transaction leads to a horizontally affected market concerning the overlap of Bögel's and AGRAVIS' activities as wholesalers of PKE in
       Germany. Furthermore, the Transaction results in vertically affected markets concerning the links it  creates  between  (i)  Wilmar's  PKE
       production business upstream and Bögel's/AGRAVIS' PKE wholesale activities downstream and (ii) these  wholesale  activities  upstream  and
       AGRAVIS' compound animal feed production and sale in Germany downstream.

   32) However, as will be outlined further in the following  paragraphs  the  Transaction  is  not  likely  to  significantly  impede  effective
       competition on the relevant markets.

1 Horizontal overlap on the wholesale market for NGFI (PKE)

   33) Horizontally, the Parties' activities overlap in the wholesale trade for NGFI where Bögel and AGRAVIS are active.[15]  The  overlap  would
       not lead to an affected market considering an overall market for the wholesale of all kinds of NGFI or considering a distinct  market  for
       the wholesale of PKE in the EEA. The Parties estimate that on an EEA wide market for PKE, the Parties' combined market share (approx. [10-
       20] % in 2014; Bögel: [5-10]%, AGRAVIS: [0-5]%) is modest and inferior to the shares of their major competitors such as ADM  ([40-50]-[40-
       50]%) and Cefetra ([20-30]-[20-30]%, all in 2014) and that there remain a number of smaller suppliers of PKE such as Ameropa  (below  [10-
       20]%), Glencore (ca.[5-10]%), and Otterfeed (ca.[5-10]%).

   34) However, taking a narrower view of the geographic market considering  a  distinct  market  for  the  wholesale  of  PKE  in  Germany,  the
       Transaction leads to an affected market with a combined market share of the Parties in 2015 between [40-50]%  and  [40-50]%  (Bögel:  [40-
       50]%; AGRAVIS: below [5-10]%).

   35) The Parties submit that the wholesale trade of PKE is not a core activity for AGRAVIS. While  Bögel  mainly  sells  PKE  to  producers  of
       compound animal feed, AGRAVIS sells limited volumes of PKE to cooperatives and farmers. The Parties argue further that  the  international
       competitors listed in paragraph (33) could also deliver PKE to Germany without obstacles as  they  all  usually  debark  in  the  port  of
       Rotterdam. The Parties submit further that customers of PKE can easily switch suppliers as it  is  a  homogeneous  mass  product  with  no
       variations in quality. Moreover, according to the Parties, animal compound feed producers tend to  switch  between  different  NGFI  since
       there is seasonality in the availability of the raw ingredients and volatility of prices. Furthermore, the Parties submit that  prices  of
       PKE are transparent and communicated daily by the traders.

   36) The results of the market investigation confirmed the Parties' main arguments. In particular, customers  explained  that  if  the  Parties
       stopped supplying them or supplied them only at less favourable conditions they would switch to other suppliers within Germany such as ADM
       and Cefetera, and even to suppliers in the Netherlands, such as Ameropa and Glencore. On that basis, the Parties' customers who replied to
       the Commission's market investigation did not raise any concerns about the overlap of the Parties' activities in the sale of PKE.

   37) In the light of the results of the market investigation and the information available to it, the  Commission  considers  that  Transaction
       does not raise serious doubts as to its compatibility with the internal market with respect to  the horizontal  overlap  of  the  Parties'
       activities on the wholesale market for NGFI (PKE).

2 Vertical link: production of PKE and wholesale of PKE

   38) The vertical relationship between Wilmar producing PKE and Bögel's and AGRAVIS' activities as wholesale trader of PKE  gives  rise  to  an
       affected market when considering the downstream market for the wholesale trade of PKE to be  national,  due  to  the  combined  downstream
       market share of Bögel and AGRAVIS between [40-50]% and [40-50]% in Germany in 2015.[16] Wilmar's market share on the upstream  market  for
       the production and sale of PKE remains below 15% under any plausible product and geographic market definition.

   39) Given the moderate market shares of Wilmar on the upstream market, input foreclosure concerns are unlikely to arise.

   40) As regards potential customer foreclosure concerns, the Parties argue that Bögel currently sources  only  approximately  [30-40]%  of  its
       needs in PKE from Wilmar and that it would not be economical to raise the ratio to 100%. This, they explain,  is  due  to  the  fact  that
       traders prefer to fully load their boats with a capacity of 40-50 000 tons in one or two ports in order to reduce the number of stops  for
       the boat thus minimising transport costs. However, no single PKE producer alone, including Wilmar, is capable to fully load  a  boat  from
       one or two ports with PKE. This is only possible by purchasing from several producers at once in a given port.  If  Bögel  purchased  only
       from Wilmar, it would have to load a boat in at least four  ports,  significantly  increasing  its  transport  costs.  The  Parties  argue
       furthermore that Bögel's demand for PKE is below 400.000 tons, which represents only a minor share of Wilmar's overall PKE  production  of
       […] megatons.

   41) In any event, the increment resulting from the Transaction on the downstream market for the wholesale trade of PKE will be minor and thus,
       it is unlikely to substantially increase the likelihood of Wilmar engaging in customer foreclosure. Even before the Transaction, Bögel had
       a [40-50]% market share on the market for the wholesale of PKE in Germany. Nevertheless, Bögel continued to purchase PKE  from  other  PKE
       producers than from Wilmar who has been its controlling shareholder so far.

   42) Also Participants in the market investigation did not expect any substantial impact on Bögel's procurement  strategy  resulting  from  the
       Transaction.

   43) In the light of the above, it is unlikely that the Transaction will increase the Parties' ability and incentives to  foreclose  other  PKE
       traders from their access to PKE or other PKE producers from their access to Bögel.

3 Vertical link: wholesale of PKE and production of compound feed

   44) AGRAVIS produces and sells compound animal feed in Germany while Bögel and AGRAVIS  provide  input  for  compound  animal  feed  producers
       throughout Germany. This vertical link leads to affected markets when considering a separate market for the wholesale of  PKE  in  Germany
       upstream (combined market share of Bögel and AGRAVIS of [40-50]% to [40-50]%) and a separate market for the production of compound  animal
       feed for pigs in the region Eastern Germany downstream (AGRAVIS' market shares reached up to [30-40] % in 2015).

1 Input foreclosure

   45) Similar to the arguments outlined in paragraph (35), the Parties argue  in  regard  of  potential  input  foreclosure  concerns  that  the
       competitors of AGRAVIS have sufficient alternative supply sources, including  in  other  countries.  Furthermore,  the  Parties  claim  in
       accordance with the argumentation set out in (20) that compound animal feed producers can substitute PKE with other  NGFI.  Finally,  they
       submit that AGRAVIS and Bögel are not close competitors as their main activities differ; whereas  Bögel's  profitability  as  a  wholesale
       trader of NGFI depends on high trade volumes, the sale of PKE constitutes only a marginal activity for AGRAVIS.

   46) The Commission concludes on the basis of the information provided by the Parties and on the basis of the information collected during  the
       market investigation that it is unlikely that Wilmar would exercise its influence on Bögel in a way that  Bögel  would,  post-transaction,
       engage in input foreclosure. As already set out in paragraph (36), the results of the market investigation confirmed that compound  animal
       feed producers can purchase PKE from other suppliers than AGRAVIS and Bögel in Germany and in the Netherlands. Furthermore, as already set
       out in paragraph (21), PKE are to a certain extent substitutable by other NGFI.

   47) Moreover, there are no indications that Wilmar could sufficiently recoup any loss of sales  suffered  by  Bögel  on  the  upstream  market
       through increased sales on the downstream market. Wilmar – in contrast to AGRAVIS – is  not  active  on  the  downstream  market  for  the
       production and sale of compound animal feed. Therefore, it would not have any ability to regain turnover lost as a  consequence  of  input
       foreclosure at the upstream level by increasing prices at the downstream level.

   48) In the light of the above, the Transaction does not raise competition concerns regarding a potential input foreclosure to the detriment of
       other compound animal feed producers (see 36)

2 Customer foreclosure

   49) Considering AGRAVIS' market share on a potential market for the production and sale of compound animal feed for pigs  in  Eastern  Germany
       (up to [30-40] %, in 2015), the Transaction might lead to an increased probability that, post-transaction, AGRAVIS would  stop  purchasing
       PKE from other PKE wholesalers than Bögel, potentially foreclosing other PKE wholesalers.

   50) However, it has to be noted that even in the event that a distinct market for compound pig feed in Eastern Germany exists, this  would  be
       just one potential sales market for PKE wholesalers who can supply all producers of compound feed for all animals  in  Germany  and  other
       countries. On this overall market for compound animal feed in Germany AGRAVIS'  share  is  not  substantial  with  only  [10-20]%  (2014).
       AGRAVIS' share on a purchasing market for NGFI including PKE remains even below [10-20] % in Germany and in the EEA (2014).

   51) In general, participants in the market investigation did not raise substantial concerns regarding potential  foreclosure  of  rivals  from
       access to customers on the downstream market for compound animal feed production after the Transaction. However, one  participant  in  the
       market investigation expressed some concern that post-transaction AGRAVIS might source its PKE needs  entirely  from  Bögel.  Yet,  market
       participants indicated that wholesale traders supply customers not only in Germany but also in other countries within  the  EEA  and  even
       worldwide. Furthermore, AGRAVIS currently already sources almost [10-20] % (in 2014) of its PKE from Bögel.

   52) The Commission therefore concludes, that in the light of the limited market shares of AGRAVIS on the overall market  for  compound  animal
       feed and the corresponding purchasing market for PKE in Germany and its even smaller relevance  when  considering  EEA-wide  or  worldwide
       markets for PKE, even in the hypothetical case of a customer foreclosure strategy of the Parties,  there  would  still  remain  sufficient
       economic alternatives for wholesale traders of PKE to sell PKE. The Commission in this respect also takes into account that competitors of
       AGRAVIS on the downstream market for the production and sale of compound animal feed might have an increased interest post-transaction  to
       source PKE from independent wholesalers instead of from Bögel which will have a vertical relationship with their competitor AGRAVIS.

   53) In the light of the above and the results of the market investigation, the Transaction is unlikely to increase the likelihood of  customer
       foreclosure to the detriment of other PKE wholesalers.

4 Conclusion on horizontal and vertical effects

   54) To conclude, for the reasons outlined above, the Transaction does not raise any  competition  concerns  related  to  horizontal  and  non-
       horizontal effects.

       CONCLUSION

   55) 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
                                        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 the Official Journal of the European Union No C 207, 10.6.2016, p. 16.
[4]   Should read as "WIL"

[5]   See the Commission’s Consolidated Jurisdictional Notice, OJ C 37, 30.01.2016, p. 3 (the 'Jurisdictional Notice'), point 69.

[6]   Turnover calculated in accordance with Article 5 of the Merger Regulation.

[7]   Wilmar also produces other non-grain based feed ingredients such as soybean meal. AGRAVIS and Bögel  both  purchase  such  other  non-grain
      based feed ingredients, e.g. rape seed meal and soybean meal. However, as the Transaction will not lead to any  affected  market  regarding
      other non-grain based feed ingredients than PKE the further analysis will focus on the Parties' activities regarding PKE.

[8]   "Fob. ex." or "Free on Board" means that the seller fulfils its obligation to deliver when the goods have passed over the  ship's  rail  at
      the named port of shipment. This means that the buyer has to bear all costs and risks of loss of or damage to the goods from that point.

[9]   E.g. cases COMP/M.6383 – Cargill / Korofrance para. 35; COMP/M.3725 – Cargill / Pagnan, para.7-9; COMP/M.2886 – Bunge /  Cereol,  para.  9;
      COMP/M.2693 – Archer Daniels Midland / Alfred C. Toepfer International, para. 14; COMP/M.2271 – Cargill / Agribrands, para. 9;  COMP/M.1348
      – Archer Daniels Midland / Alfred C. Toepfer International / International, para. 12-17.

[10]  E.g. case COMP/M.6468 – Forfarmers / Hendrix, para. 24.

[11]  E.g. case COMP/M. 2771 – Cargill / Agribrands, para. 10 and M.6468 –Forfarmers / Hendrix, para. 23-31.

[12]        E.g. cases COMP/M.6383 – Cargill / Korofrance, para. 37; COMP/M.3725 – Cargill / Pagnan,  para.10;  COMP/M.2886  –  Bunge  /  Cereol,
      para. 10; COMP/M.2693 – Archer Daniels Midland / Alfred C. Toepfer International, para. 16; COMP/M.2271 – Cargill / Agribrands,  para.  11;
      COMP/M.1348 – Archer Daniels Midland / Alfred C. Toepfer International / International, para. 18.

[13]  E.g. cases COMP/M.2271 – Cargill / Agribrands, para. 10; M.6468 – Forfarmers / Hendrix, para. 23-31.

[14]  The regions comprise the following states: (i)  Northern  Germany:  Schleswig-Holstein,  Hamburg,  Bremen,  Lower  Saxony  and  North-Rhine
      Westphalia, (ii) Southern Germany: Hessen, Rhineland-Palatinate,  Saarland,  Baden-Württemberg  and  Bavaria  and  (iii)  Eastern  Germany:
      Brandenburg, Berlin, Mecklenburg-Vorpommern, Saxony, Saxony-Anhalt and Thüringen.

[15]  This assessment would not change if one would consider an overall market for the production, sale and wholesale trade of PKE,  which  would
      include Wilmar's actvities. This would lead to an increase of the combined market share of the Parties only at the worldwide level  without
      resulting in further affected markets since Wilmar does not sell any PKE itself into the EEA, but sells exclusively fob  ex.  Malaysia  and
      Indonesia without knowing the destination of the PKE which are sold on by wholesalers.

[16]  It has to be noted that in Denmark Bögel's market share on the market for the wholesale of PKE was [70-80]% in 2014.  However,  as  AGRAVIS
      is not active in the sale of PKE in Denmark the Transaction will not increase Bögel's market power. Thus, competition concerns are unlikely
      to arise in this regard.

-----------------------

 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