CELEX: 32014M7252
Language: en
Date: 2014-12-15 00:00:00
Title: Commission Decision of 15/12/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7252 - HOLCIM / LAFARGE) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 15.12.2014
C(2014) 9962 final

|In the published version of this decision, some information |           |Public version                                                 |
|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|omitted has been replaced by ranges of figures or a general |           |                                                               |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.                                                |           |                                                               |
|                                                            |           |                                                               |
|                                                            |           |MERGER PROCEDURE                                               |

|                                                                       |To the notifying party                                                 |

                                                                Table of Contents

I.    THE PARTIES      6

II.   THE OPERATION    6

III.  EU DIMENSION     6

IV.   OVERVIEW OF PRODUCTS AND THE PARTIES' ACTIVITIES   7

IV.1. Overview of the building materials industry  7
IV.2. The Parties' activities     10

V.    ANALYTICAL FRAMEWORK   12

V.1.  Analytical framework – non-coordinated and coordinated effects      13
V.2.  Analytical framework – vertical relationships      14

VI.   MARKET DEFINITION AND COMPETITIVE ASSESSMENT 14

VI.1. Grey cement      15
VI.1.1.     Relevant product market definition     15
VI.1.1.1.   Past decisional practice    15
VI.1.1.2.   The Notifying Party's arguments  15
VI.1.1.3.   Responses to the market investigation  15
VI.1.1.4.   Conclusion on the relevant product market    16
VI.1.2.     Relevant geographic market definition  16
VI.1.2.1.   Past decisional practice    16
VI.1.2.2.   The Notifying Party's arguments  17
VI.1.2.3.   Responses to the market investigation and the Commission’s assessment    17
VI.1.2.4.   Conclusion on the relevant geographic markets     18
VI.1.3.     Competitive assessment      18
VI.1.3.1.   Methodology for the calculation of market shares  19
VI.1.3.2.   Austria    21
VI.1.3.3.   Bulgaria   23
VI.1.3.4.   Croatia    24
VI.1.3.5.   Czech Republic   29
VI.1.3.6.   France (Métropole)    32
VI.1.3.7.   France (Réunion) 45
VI.1.3.8.   Germany    47
VI.1.3.9.   Hungary    48
VI.1.3.10.  Romania    48
VI.1.3.11.  Slovakia   48
VI.1.3.12.  Spain      48
VI.1.3.13.  United Kingdom   48
VI.1.4.     Conclusion on grey cement   48
VI.2. READY-MIX CONCRETE     48
VI.2.1.     Relevant product market definition     48
VI.2.1.1.   Past decisional practice    48
VI.2.1.2.   The Notifying Party's arguments  48
VI.2.1.3.   Responses to the market investigation  48
VI.2.1.4.   Conclusion on the relevant product market    48
VI.2.2.     Relevant geographic market definition  48
VI.2.2.1.   Past decisional practice    48
VI.2.2.2.   The Notifying Party's arguments  48
VI.2.2.3.   Responses to the market investigation  48
VI.2.2.4.   Conclusion on the relevant geographic market 48
VI.2.3.     Competitive assessment      48
VI.2.3.1.   Methodology for the calculation of market shares  48
VI.2.3.2.   France (Métropole)    48
VI.2.3.3.   France (Réunion) 48
VI.2.3.4.   Romania    48
VI.2.3.5.   United Kingdom   48
VI.2.3.6.   Spain      48
VI.2.3.7.   Germany and Poland    48
VI.2.4.     Substantial part of the internal market.     48
VI.2.5.     Conclusion on RMX     48
VI.3. Aggregates 48
VI.3.1.     Relevant product market definition     48
VI.3.1.1.   Past decisional practice    48
VI.3.1.2.   The Notifying Party’s arguments  48
VI.3.1.3.   Responses to the market investigation  48
VI.3.1.4.   Conclusion on product market definition      48
VI.3.2.     Relevant geographic market definition  48
VI.3.2.1.   Past decisional practice    48
VI.3.2.2.   The Notifying Party's arguments  48
VI.3.2.3.   Responses to the market investigation  48
VI.3.2.4.   Conclusion on geographic market definition   48
VI.3.3.     Competitive assessment      48
VI.3.3.1.   The Parties' activities     48
VI.3.3.2.   Methodology for the calculation of market shares  48
VI.3.3.3.   France (Métropole)    48
VI.3.3.4.   Réunion    48
VI.3.3.5.   Romania    48
VI.3.3.6.   United Kingdom   48
VI.3.3.7.   Belgian/French border region, German/Polish/Czech border region, Hungarian/Slovakian border region and Spain    48
VI.3.4.     Substantial part of the internal market      48
VI.3.5.     Conclusion on aggregates    48
VI.4. Asphalt    48
VI.4.1.     Relevant product market definitions    48
VI.4.1.1.   Past decisional practice    48
VI.4.1.2.   The Notifying Party's arguments  48
VI.4.1.3.   Conclusion on the relevant product market    48
VI.4.2.     Relevant geographic market definitions 48
VI.4.2.1.   Past decisional practice    48
VI.4.2.2.   The Notifying Party's arguments  48
VI.4.2.3.   Responses to the market investigation  48
VI.4.2.4.   Conclusion on the relevant geographic market 48
VI.4.3.     Competitive assessment      48
VI.4.4.     Substantial part of the internal market      48
VI.4.5.     Conclusion on asphalt 48
VI.5. Contract surfacing     48
VI.5.1.     Relevant product market definition     48
VI.5.1.1.   Past decisional practice    48
VI.5.1.2.   The Notifying Party's arguments  48
VI.5.1.3.   Conclusion on the relevant product market    48
VI.5.2.     Relevant geographic market definition  48
VI.5.2.1.   Past decisional practice    48
VI.5.2.2.   The Notifying Party's arguments  48
VI.5.2.3.   Responses to the market investigation  48
VI.5.2.4.   Conclusion on the relevant geographic market 48
VI.5.3.     Competitive assessment      48
VI.6. Alternative cementitious materials (cement additives)   48
VI.6.1.     Relevant product market definition     48
VI.6.1.1.   Past decisional practice    48
VI.6.1.2.   The Notifying Party's arguments  48
VI.6.1.3.   Conclusion on the relevant product market    48
VI.6.2.     Relevant geographic market definition  48
VI.6.2.1.   Past decisional practice    48
VI.6.2.2.   The Notifying Party's arguments  48
VI.6.2.3.   Conclusion on the relevant geographic market 48
VI.6.3.     Competitive assessment      48
VI.6.3.1.   The Notifying Party's arguments  48
VI.6.3.2.   The Commission's assessment 48
VI.6.3.3.   Conclusion on alternative cementitious materials  48
VI.7. Other products   48
VI.7.1.     Clinker    48
VI.7.2.     White cement     48
VI.7.3.     Alternative fuels     48
VI.7.4.     Screed     48
VI.7.5.     Concrete products     48

VII.  COMMITMENTS      48

VII.1.      Framework for the Commission's assessment of commitments      48
VII.2.      Commitments submitted by the Parties   48
VII.2.1.    Initial Commitments   48
VII.2.1.1.  Description of the Initial Commitments 48
VII.2.1.2.  Assessment of the Initial Commitments  48
VII.2.1.3.  Conclusion on the Initial Commitments  48
VII.2.2.    Final Commitments     48
VII.2.2.1.  Description of the Final Commitments   48
VII.2.2.2.  Assessment of the Final Commitments    48
VII.2.2.3.  Conclusion on the Final Commitments    48

VIII. CONDITIONS AND OBLIGATIONS  48

IX.   CONCLUSION 48

Dear Sir/Madam,

Subject:    Case M.7252 – Holcim / Lafarge
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

 1. On 27 October 2014, the Commission received a notification of a proposed concentration pursuant to Article 4 of  the  Merger  Regulation  by
    which the undertaking Holcim Ltd. ('Holcim', Switzerland) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of
    the whole of the undertaking Lafarge S.A. ('Lafarge', France) by way of purchase of shares.

 2. Holcim will be hereinafter referred to as "the Notifying Party", whereas Holcim and Lafarge together will hereinafter be referred to as "the
    Parties".

   THE PARTIES

 3. Holcim is a global supplier of cement, aggregates, ready-mix concrete ("RMX") as  well  as  asphalt  and  cementitious  materials  including
    related services. It operates in more than 70 countries.

 4. Lafarge is a global supplier of cement, aggregates, ready-mix concrete as well as other products associated with the construction  industry.
    Lafarge is currently active in 64 countries.

   THE OPERATION

 5. On 7 July 2014, the Parties entered into a Combination Agreement, pursuant to which Holcim will make a public exchange offer  in  accordance
    with French tender offer rules to acquire all of the issued and outstanding shares of Lafarge. This operation will hereinafter  be  referred
    to as "the Notified Transaction".

 6. According to the Parties' intentions, each tendered Lafarge share will be exchanged for one registered Holcim share. The public  offer  will
    be subject to Holcim holding at least two-thirds of the share capital and voting rights of Lafarge on a fully diluted  basis.  The  Notified
    Transaction is also conditional upon the approval of Holcim shareholders and on obtaining regulatory  and  other  customary  authorisations,
    including merger control clearance.

 7. The Notified Transaction thus consists in the acquisition of sole control by Holcim of the whole of Lafarge and constitutes a  concentration
    within the meaning of Article 3(1)(b) of the Merger Regulation.

   EU DIMENSION

 8. The undertakings concerned have a combined aggregate world-wide turnover of more than  EUR 5 000  million[2]  (Holcim:  EUR 16 022  million;
    Lafarge: EUR 15 198 million). Each of them has an EU-wide turnover in excess of EUR 250 million (Holcim: EUR 3 439 million;  Lafarge:  4 054
    million), and they do not achieve more than two-thirds of their aggregate EU-wide turnover  within  one  and  the  same  Member  State.  The
    Notified Transaction therefore has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.

OVERVIEW OF PRODUCTS AND THE PARTIES' ACTIVITIES

1 Overview of the building materials industry

 9. The Notified Transaction concerns the building materials industry and relates to  grey  cement,  ready-mix  concrete,  aggregates,  asphalt,
    contract surfacing, cementitious materials, as well as certain other products (clinker, white cement, alternative fuels, screed and concrete
    products).

10. Cement is one of the main input products in modern construction. It is a fine powder produced from  limestone,  alumino-silicate  and  other
    constituents. Cement is used in the building and construction sector because it has a superior power to harden once mixed with water, and to
    bind other materials for stability and strength. Cement is used as  an  intermediary  product  mainly  for  the  production  of  ready-mixed
    concrete, concrete products and mortar. There are two main types of cement: white cement and grey cement.[3]

11. The main difference between white and grey cement lies in the particular quality of limestone used  for  the  production  of  white  cement.
    Furthermore, white cement is used for different purposes (in particular reflecting esthetical/optical aspects), is  produced  in  comparably
    limited quantities and is more expensive than grey cement. The sale of white cement represents approximately […]% of each  of  the  Parties'
    turnover in the EEA.[4]

12. Cement is produced by grinding cementitious materials, typically clinker. Clinker is the  main  ingredient  in  the  production  of  cement,
    produced at high temperatures from limestone and  other  constituents  in  cement  kilns.  In  some  cases,  mineral  components  and  other
    cementitious materials are added to the mixture by either grinding them together  with  clinker  or  blending  separately  ground  materials
    together.

13. In this Decision, the term alternative cementitious materials refers to substances other than clinker that have cementitious,  or  hydraulic
    binding properties and that are used as supplementary materials in the production of  cement  and  concrete.  The  most  common  alternative
    cementitious materials are fly ash (a by-product of coal combustion in thermal power plants) and blast furnace slag  (a  by-product  in  the
    production of iron) in the form of granulated blast furnace slag ("GBS") or ground granulated blast furnace slag ("GGBS"). They are added to
    cement and concrete in order to impart specific characteristics to the end product and to substitute,  on  the  one  hand,  clinker  in  the
    production of cement and, on the other hand, cement in the production of concrete.

14. Within grey cement, there are a large number of different classes available and  further  grades  can  be  produced  according  to  customer
    requirements. Cement classes are defined by strength development and setting times, which are in turn  determined  by  the  proportions  and
    nature of the different raw cementitious products used to make that particular cement type.[5] The EU standard EN 197-1 defines five classes
    of common cement that comprise Portland cement as a main constituent.

    Table 1: Classes of common cement according to EN 197-1[6]

|CEM I          |Portland cement                |Comprising Portland cement and up to 5% of minor additional constituents   |
|CEM II         |Portland-composite cement      |Portland cement and up to 35% of other single constituents                 |
|CEM III        |Blast furnace cement           |Portland cement and higher percentages of blast furnace slag               |
|CEM IV         |Pozzolanic cement              |Portland cement and up to 55% of pozzolanic constituents (volcanic ash)    |
|CEM V          |Composite cement               |Portland cement, blast furnace slag or fly ash and pozzolana               |

15. There are generally three types of cement production sites: integrated cement plants, grinding stations and blending stations.[7]

16. An integrated cement plant is a manufacturing facility that covers the entire cement production process from the mining of raw materials  to
    the dispatching of cement. The production process involves the following steps: (i) raw material extraction or mining from  a  quarry;  (ii)
    raw material preparation and blending; (iii) raw feed preparation out of the raw materials in the form of  meal;  (iv)  clinker  production,
    which forms the main process of an integrated plant, that is to say converting raw feed in a thermochemical reaction in a cement  kiln  into
    the desired calcined mineral ('clinker' that has hydraulic/cementitious properties); (v) grinding and blending of  clinker  with  gypsum  or
    other components (such as alternative cementitious materials) into the desired cement product; and  (vi)  storage  and  handling  of  cement
    products, including dispatch.

17. A grinding station or grinding mill does not include the mining and the thermal process of producing clinker, but only the  final  grinding,
    blending and handling steps, with clinker and other raw materials being delivered from a separate plant or sourced elsewhere.

18. A blending station is typically a silo-type storage installation with a blending and dispatch facility where  the  ground  products  can  be
    received, mixed for homogenisation and quality purposes into the final product and ultimately dispatched.

19. Cement is sold both bulk and bagged.[8] Bags containing about 25-30 kg of  cement  are  sold  through  do-it-yourself  stores  and  building
    material retailers whereas bulk cement meets the demand of RMX plants, plants producing concrete products and building sites.

    Figure 1 - Cement production process[9]

   [pic]

20. Ready-mix concrete ("RMX") is produced by mixing cement and aggregates with water. Concrete is mixed either on-site or, more commonly, in  a
    dedicated plant before being subsequently transported to the point of use in specific mixer trucks. Transport time and distance are limited,
    however, due to the inherent characteristics of ready-mix concrete to set because of cement reacting with water.

21. Aggregates ("AGG") encompass the three primary raw materials used in construction and civil engineering: gravel, crushed rock and sand.  Due
    to the impact of transport costs, aggregates are typically sold locally.

22. Asphalt is a product manufactured by heating and mixing aggregates and a  binding  agent  (normally  bitumen),  typically  composed  of  95%
    aggregates and 5% bitumen. It is used for surfacing roads, car parks, footpath pavements, airport runways, and other sites.

23. The works associated with the construction and maintenance of roads  and  other  surfaces  constitute  contract  surfacing  (also  known  as
    contracting, asphalt surfacing, and road maintenance services). Within contract surfacing, asphalt  is  typically  laid  onto  the  prepared
    foundation layers of a road in layers, with each layer being compacted by paving machines to form the top surface of the road.

24. Road binders are primarily used to improve the stability and load-bearing properties of the underlying soil in road construction.  They  are
    produced by blending diluted or low quality grey cement, lime, gypsum, GGBS, and fly ash in varying proportions.

25. Alternative fuels and raw materials ("AFR") may be a complementary activity in the production of clinker. The production of clinker is  very
    energy intensive and the use of collected and processed waste as an alternative to conventional kiln fuel (natural gas, fuel oil, coal)  can
    reduce operational costs. AFR suitable for co-processing in kilns include tyres, sludge, solvents, consumer goods etc.

2 The Parties' activities

26. Both Parties produce and sell cement, ready-mix concrete, clinker, aggregates, and other products. In addition, they  source  and  sometimes
    sell other inputs, such as cementitious materials (from steel producers and electricity plants for their own use in the production of cement
    and concrete) and AFR.

27. The following tables provide an overview of the Parties' activities in the contracting parties to the EEA Agreement for the various products
    and services concerned with grey shaded areas indicating an overlap of activities.

28. Concerning grey cement, the Parties' activities overlap in  Austria,  Croatia,  the  Czech  Republic,  France,  Germany,  Hungary,  Romania,
    Slovakia, Spain and the United Kingdom ('UK'). In addition, there are minor overlaps in Belgium, the Netherlands, Poland and Slovenia.

    Table 2 - Grey cement sales in the EEA[10]

|              |Holcim        |Lafarge       |            |Holcim        |Lafarge     |
|BE            |yes           |no            |IT          |yes           |no          |
|BG            |yes           |no            |NO          |yes           |no          |
|HR            |yes           |no            |PL          |No            |yes         |
|CZ            |yes           |no            |RO          |yes           |yes         |
|FR            |yes           |yes           |SK          |yes           |no          |
|DE            |yes           |yes           |ES          |yes           |yes         |
|EL            |no            |yes           |UK          |yes           |yes         |
|HU            |yes           |yes*          |            |              |            |

    * leased out

29.  The Parties' sourcing of cementitious materials overlaps in Austria, Croatia, the Czech Republic, France, Germany, Hungary, Italy, Romania,
    Slovakia, Spain and the UK.

    Table 6 – Sourcing of cementitious materials in the EEA

|          |Holcim                         |Lafarge                   |          |Holcim              |Lafarge                 |
|AT        |GBS                            |GBS, FA                   |IT        |GBS, FA             |GBS, FA                 |
|BE        |GBS, FA                        |none                      |NL        |GBS, FA             | none                   |
|BG        |FA                             |none                      |PL        |none                |GBS, FA                 |
|HR        |FA                             |FA                        |RO        |GBS, FA             |GBS, FA                 |
|CZ        |GBS, FA                        |GBS, FA                   |SK        |GBS, FA             |GBS, FA                 |
|FR        |LS, GBS, GGBS, FA              |GBS, GGBS, FA             |SI        |none                |FA                      |
|DE        |LS, GBS, GGBS, FA              |GBS, FA                   |ES        |FA                  |GGBS, FA                |
|EL        |none                           |FA                        |UK        |GGBS, FA            |LS, GGBS, FA            |
|HU        |FA                             |GBS                       |          |                    |                        |

    FA - fly ash, LS - liquid slag

30. Concerning sales of alternative cementitious materials, the Parties' activities overlap in the UK.

    Table 7 – Sales of alternative cementitious materials to third parties in the EEA

|          |Holcim                         |Lafarge                   |          |Holcim              |Lafarge                 |
|AT        |none                           |FA                        |NL        |FA                  |none                    |
|BE        |FA                             |none                      |PL        |none                |FA                      |
|HR        |GBS                            |none                      |ES        |GBS, FA             |none                    |
|FR        |none                           |GBS/GGBS, FA              |SE        |GBS/GGBS            |none                    |
|DE        |GBS/GGBS, FA                   |none                      |UK        |GBS/GGBS, FA        |GBS/GGBS, FA            |

    FA - fly ash

31. Concerning sales of clinker, the Parties' activities overlap in Germany, Italy, Romania and Spain.

    Table 8 – Sales of clinker to third parties in the EEA

|             |Holcim        |Lafarge       |            |Holcim        |Lafarge     |
|AT           |yes*          |yes           |IT          |yes           |yes         |
|BG           |yes           |no            |RO          |yes           |yes         |
|FR           |yes           |no            |SK          |yes           |no          |
|DE           |yes           |yes           |SL          |no            |yes         |
|HU           |yes**         |no            |ES          |yes           |yes         |

    * minor sales **intra-group sales

32. Concerning other products and services, the Parties' activities have the following overlaps:

         – asphalt: the UK;

         – contract surfacing: the UK;

         – alternative fuels: Austria, the Czech Republic, France, Germany, Romania;

         – road binders: Austria, France, Romania;

         – screed: the UK;

         – concrete products: the UK.

ANALYTICAL FRAMEWORK

33. There are two main ways in which horizontal mergers may raise serious doubts  as  to  their  compatibility  with  the  internal  market,  in
    particular by creating or strengthening a dominant position: (a) by eliminating important competitive constraints  on  one  or  more  firms,
    which consequently would have increased market power, without resorting to coordinated  behaviour  (non-coordinated  effects);  and  (b)  by
    changing the nature of competition in such a way that firms that previously were not coordinating their  behaviour,  are  now  significantly
    more likely to coordinate and raise prices or otherwise harm effective competition. A merger may also make coordination easier, more  stable
    or more effective for firms which were coordinating prior to the merger (coordinated effects).[11]

34. This section will introduce the analytical framework for the assessment  of  the  Notified  Transaction  in  terms  of  non-coordinated  and
    coordinated effects (Section V.1) and of vertical relationships (Section V.2).

1 Analytical framework – non-coordinated and coordinated effects

35. Effective competition brings benefits to consumers, such as low prices, high quality products, a wide selection of goods and  services,  and
    innovation. Through its control of mergers, the Commission prevents mergers that would be likely to deprive customers of these  benefits  by
    significantly increasing the market power of firms.[12]

36. As regards non-coordinated effects, a merger may raise serious doubts as to its compatibility with the internal market by removing important
    competitive constraints on one or more sellers, who consequently have increased market power. The most direct effect of the merger  will  be
    the loss of competition between the merging firms.[13]

37. This Decision focuses on non-coordinated effects in the markets affected by the Notified Transaction. Nevertheless the  Commission  and  the
    competent authorities of certain Member States have in previous cases found indications regarding the possible existence of coordination  in
    certain cement markets in the EEA.[14] Among those indicators were high absolute gross margins, homogeneity of the  products,  a  relatively
    inelastic demand for cement, relatively stable economic environments, a relatively low number of cement suppliers  active  in  the  markets,
    contacts between the same suppliers in several different markets, symmetry between cement suppliers in terms of technologies used  and  cost
    structures as well as a relatively high level of market transparency.

38. Certain respondents to the market investigation in this case stated that similar indications may also be present in the cement markets under
    review in this Decision. In particular, certain respondents to the market investigation indicated that some of the markets under review  are
    characterised by a degree of transparency and described competition as being rather weak.

39. Nevertheless, it is not necessary to analyse in-depth whether the Notified Transaction will lead to serious doubts as to  its  compatibility
    with the internal market due to coordinated effects. This is  because  the  remedies  offered  by  the  Parties  (see  section  VII)  remove
    essentially all of the overlaps between their activities in the relevant markets. This means that – subject to the identity of the purchaser
    of the divested businesses and its pre-existing activities – there will be as many competitors after  the  implementation  of  the  Notified
    Transaction as there were before it on virtually all markets in the EEA. As the market structure  and  corresponding  gains  and  losses  of
    collusion do not change, this generally excludes coordinated effects in each of those markets.

40. There are, however, limited exceptions to the general principle of divesting the  full  overlap  between  the  Parties'  activities  in  the
    relevant markets in grey cement. Where such exceptions lead to affected markets, the overlaps will  also  be  analysed  from  a  coordinated
    effects perspective.

41. In addition, the Commission notes that the divested assets in Spain and the Czech Republic will be acquired by Cemex. While this  will  lead
    to a reduction in the number of competitors in a number of markets because Cemex is already  active  in  those  Member  States,  coordinated
    effects will not arise because: (i) the Commission has already assessed a broader version of the transaction by which the Spanish assets are
    sold to Cemex;[15] and (ii) the Czech Office for the Protection of Competition has already assessed the same version of the  transaction  by
    which the Czech assets are sold to Cemex.[16]

2 Analytical framework – vertical relationships

42. The Notified Transaction also leads to a large number of vertical links between the activities  of  the  Parties  in  the  various  building
    materials discussed in this Decision. For example, aggregates are used as an input product in the production of RMX and asphalt while cement
    is used as an input product in the production of RMX and concrete products.

43. Those vertical links lead to a large number of affected markets in various contracting parties to the EEA Agreement.  The  Commission  will,
    however, not assess such vertical links in detail in this Decision because the remedies offered by the Parties will lead to the entirety  of
    the businesses of one of the Parties being divested, including all businesses in the vertically related markets.

44. There are, however, limited exceptions to the general principle of divesting the full overlap and the full vertically integrated  businesses
    in the relevant markets. Where such exceptions lead to vertically affected markets, these will be analysed in this Decision.

MARKET DEFINITION AND COMPETITIVE ASSESSMENT

45. The market definition and competitive assessment is structured by product: grey cement (Section VI.1), ready-mix  concrete  (Section  VI.2),
    aggregates (Section VI.3), asphalt (Section VI.4), contract surfacing (Section VI.5), alternative cementitious materials (Section VI.6)  and
    other products (Section VI.7).

1 Grey cement

1 Relevant product market definition

1 Past decisional practice

46. As mentioned in recital 11, there are two main types of cement: white cement and grey cement. In past decisions, the Commission has  defined
    distinct product markets for white cement and grey cement.[17] Concerning grey cement, the Commission has considered that the market  should
    not be further segmented according to grades or classes (CEM I to CEM V).[18] The Commission also considered that the market for grey cement
    could be further segmented according to whether grey cement is sold bulk or bagged, but left open the precise product market definition.[19]

    2 The Notifying Party's arguments

47. The Notifying Party considers there is no reason to deviate from the Commission's  decisional  practice  that  white  cement  constitutes  a
    product market distinct from grey cement and that grey cement of all grades comprises a single relevant product market. The Notifying  Party
    submits, however, that there is an overall market for the manufacture and sale of grey cement, irrespective of packaging (bagged and bulk).

3 Responses to the market investigation

1 White versus grey cement

48. Respondents to the market investigation supported the Commission's earlier findings and the Notifying Party's  view  that  grey  cement  and
    white cement constitute separate product markets.

49. Most of the competitors and the vast majority of customers that responded to the market investigation distinguished between white cement and
    grey cement. Customers explained that white cement is used for different  purposes  and  is  more  expensive  than  grey  cement.  Moreover,
    competitors explained that grey cement and white cement are different, mainly for the following reasons: (i) the raw material used for their
    production is different, (ii) it is difficult to produce grey and white cement at the same production site and (iii) the production cost  of
    white cement is higher than grey cement.[20]

2 Bagged versus bulk

50. Respondents to the market investigation supported the Commission's earlier findings[21] that the market for grey  cement  could  be  further
    segmented according to whether grey cement is sold bulk or bagged.

51. First, although the vast majority of suppliers of grey cement that responded to the market investigation indicated that they sell both  bulk
    and bagged cement, additional investment will be required to switch production from bulk cement to bagged cement if there is no bagging  and
    palletising installation in place, and the lead times to complete the investment were estimated at 12-36 months.[22]

52. Second, from the demand-side perspective there appear to be differences in terms of  customers,  prices  and  performance.  Nearly  all  the
    customers that responded to the market investigation will be unable to switch from bagged to bulk cement (and vice versa).[23]

4 Conclusion on the relevant product market

53. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that for the purpose of the assessment of the Notified Transaction, the relevant product market is the  overall  market  for  grey
    cement. However, the exact product market definition can be left open since the competitive assessment would not change even if  a  narrower
    segmentation between bagged and bulk grey cement were considered.

2 Relevant geographic market definition

1 Past decisional practice

54. In past decisions, the Commission has considered that the geographic market for grey cement  consists  of  a  group  of  geographic  markets
    centred on different cement plants, overlapping one another. The scope of the relevant geographic markets was  determined  by  the  distance
    from the plant at which cement may be sold.[24] In Holcim / Cemex West, the Commission considered that  the  appropriate  radii  around  the
    relevant grey cement plants to be taken into account were 150 km and 250 km and in Cemex / Holcim Assets, the market was defined as  circles
    of 150 km radii around the cement plants.

2 The Notifying Party's arguments

55. The Notifying Party considers that the relevant geographic market for grey cement should be defined as areas of 150km or 250km radius around
    each plant, in keeping with the Commission's previous decisional practice.

3 Responses to the market investigation and the Commission’s assessment

1 Relevant distance from the plant

56. The distance over which grey cement can be economically shipped depends on the contribution margin before transport costs.  The  higher  the
    contribution margin before transport costs (defined as the delivered price minus variable production costs), the longer  the  distance  that
    cement can economically be shipped. Conversely, the higher the transport costs per km, the shorter the distances. Respondents to the  market
    investigation indicated that transport costs are significant in the sale of grey cement and determine how far away a cement plant can  still
    viably compete with its product. Transport costs depend on a variety of factors, including the availability of transport infrastructure  and
    modalities (such as highways, shipping routes, railways or storage terminals) as well as  the  topography  of  the  respective  region.  The
    contribution margins before transport costs generally depend on the intensity of competition, in particular on the amount of  overcapacities
    and whether firms set prices competitively or coordinate.

57. On average […]% of all of Lafarge's sales in the EEA are sold within a distance of 150km from its plants and […]% of the  sales  take  place
    within 250km. For Holcim, the corresponding figures are […]% and […]%. The Notifying Party submits that these figures are in line with  (the
    250 km data) or considerably higher (the 150 km data) than those observed for Cemex West in the Holcim / Cemex West decision.[25]

58. The market investigation generally confirmed that most of the cement sales take place within the 150km radii. On  average,  a  cement  plant
    sells approximately around 70% of output within that range, and around 90% within the 250 km radii.[26]

59. The Commission acknowledges that defining the relevant geographic markets as circles around a grey cement supplier’s plant may lead  to  the
    inclusion of customers facing differing supply conditions, in particular a  differing  number  of  close-by  supply  alternatives.  Grouping
    together only customers facing similar supply conditions would, however, lead to the definition of many different geographic markets.

60. The Commission therefore uses the approach of drawing circles around  the  Parties'  plants  which  include  the  customers  for  which  the
    respective plant is a potential source of supply. In any case, the fact that, within a given circle, customers  may  face  differing  supply
    conditions will be taken into account in the ensuing competitive assessment. The Commission considers it pertinent to  assess  circles  with
    different sizes, in particular circles with radii which include most actual customers of the respective plants (150 km in this case) as well
    as circles with larger radii which also include most potential customers (250 km in this case).

2 No barriers to cross-border trade

61. The Commission considers that relevant geographic markets should not be defined according to national borders in  this  case.  There  are  a
    number of reasons why the relevant geographic markets for grey cement in this case are not confined to a particular national territory.

62. First, there are significant trade flows across national borders in certain contracting parties to the EEA Agreement, and cross-border trade
    flows are facilitated by the fact that the grey cement used and sold within the EEA is produced on the basis of the EU standard  EN  197  1.
    [27]

63. Second, while certain respondents to the market investigation indicated that producers selling cement  into  neighbouring  states  may  face
    certain difficulties related to certification requirements (for example, NF or 'norme française' in France[28]), language, and risks related
    to payments and security of supplies, a clear majority of suppliers confirmed that they were competing in their own country  with  producers
    from neighbouring countries.[29] Certain competitors also reported that these imports can sometimes be the source of significant pressure on
    prices.[30]

64. Third, the cross-border nature of cement sales is further reflected by the fact that the operational networks of larger cement producers are
    structured on a cross-border basis to achieve coverage of geographic regions. For  example,  Holcim  maintains  a  significant  presence  in
    Hungary through imports from its plants in […], both located in […]. The […] plant is also used to supply Vienna and surrounding regions  in
    Austria (notably Lower Austria and Burgenland).

4 Conclusion on the relevant geographic markets

65. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that the relevant geographic markets in this case should be defined as circular areas of 150 km and 250  km  around  the  relevant
    cement plants, reflecting the distance up to which cement suppliers can economically sell cement. These markets should  not  be  limited  by
    national borders, in light of the significant cross-border trade flows and the views of respondents to the market investigation.

3 Competitive assessment

66. After explaining the methodology for the calculation of market shares (Section VI.1.3.1), this section will discuss the overlaps between the
    Parties' activities in grey cement by Member State: Austria, Bulgaria, Croatia, the Czech Republic, France  (métropole),  France  (Réunion),
    Germany, Hungary, Romania, Slovakia, Spain and the UK (Sections VI.1.3.2 to VI.1.3.13). Within  each  Member  State  section,  the  affected
    markets will be analysed on the basis of the regional market definition in terms of catchment areas as set out in section VI.1.2.1.

67. The assessment will not include a separate discussion of overlaps between the  Parties'  activities  in  grey  cement  in  Belgium[31],  the
    Netherlands[32], Poland[33] and Slovenia[34] since those overlaps do not lead to affected markets that are not already  discussed  in  other
    Member State sections.

1 Methodology for the calculation of market shares

68. The Parties submitted market share estimates for their activities in grey cement using two main different methodologies:  (i)  sales  market
    shares based on the Parties' actual sales; and (ii) capacity market shares based on the Parties' production capacities.[35]

69. At the national and EEA level the Parties' sales and capacity market share estimates are based on data which is available  by  country.  The
    capacity share estimates at the national and EEA level take into account the capacity of all plants located in the respective  Member  State
    and in the EEA.

70. At the catchment area level, the Parties' market shares are based on circular catchment  areas  with  radii  of  150  and  250  km  geodesic
    distance. The details of the calculation of sales and capacity market shares for the catchment areas are explained in recitals 75 to 79.  In
    line with the Commission's previous competitive assessments, the circles are drawn around  the  Parties'  respective  plants  (plant-centred
    approach).[36] In addition, the Parties have provided market shares for catchment areas drawn  around  the  mid-point  between  two  of  the
    Parties’ plants (this is the mid-point of a straight line drawn between the two plants). This allows an assessment from the perspective of a
    customer based in that location between the two plants (mid-point approach).

71. For the calculation of sales market shares, the Parties have included in their estimates both internal sales and  external  sales  to  third
    parties as no data on internal sales are available for competitors or for the total market. Where the degree of vertical integration differs
    materially between cement suppliers, this will be discussed in the competitive assessment in the Member State sections.

1 Sales market shares for catchment areas

72. Catchment area sales market shares are based on the Parties' actual sales in radii of 150 and 250 km geodesic distance  drawn  around  their
    respective plant or around the mid-points. The size of the market is computed as the  product  of  cement  consumption  per  capita  in  the
    respective region or member state and the population of the catchment area. The  Parties  have  used  data  based  on  NUTS3  administrative
    regions[37] to estimate their own sales and the size of the local market. Local market shares in catchment areas  are  calculated  based  on
    NUTS3 administrative regions that overlap with the respective catchment area. The local market share of the Parties  is  the  sum  of  their
    sales into the overlapping NUTS3 regions divided by the total estimated cement consumption in the NUTS3 regions.

73. The sales market shares of competitors are estimated by allocating the market volume minus  the  Parties'  volumes  to  each  competitor  in
    proportion to its production capacity shares in the area. The production capacity share of each competitor is calculated in relation to  the
    total capacity of competitors in the area.

74. The Commission has generally used the sales market shares based on the NUTS3 population  data  in  this  Decision.  The  Parties  have  also
    computed sales market shares based on NASA population data.[38] The Commission has also analysed the provided sales market shares  based  on
    the NASA data and found that the shares are similar. It is therefore unnecessary to present  both  sets  of  sales  market  shares  in  this
    Decision.

2 Capacity market shares for catchment areas

75. Catchment area capacity market shares are based on the Parties' production capacities in radii of 150 and 250  km  geodesic  distance  drawn
    around their respective plant or around the mid-points. The Commission has used capacity market shares to validate the sales  market  shares
    and to assess potential competition in cases where plants had low capacity utilisation, for example following recent entry.

76. The capacity market shares have been calculated on the basis of two methodologies: (i) taking into account only  the  capacities  of  plants
    located inside the relevant catchment area (standard approach); and (ii) taking into account also the plants outside the relevant  catchment
    area whose radius overlaps with the relevant catchment area (geometric approach). The Commission has analysed the provided  capacity  market
    shares based on both methodologies and found that the shares are usually highly similar. It is therefore unnecessary to present both sets of
    capacity market shares in this Decision.

2 Austria

77. Holcim does not have any grey cement production in Austria, but has substantial grey cement sales in the country through  imports  from  its
    […] cement plant in […] and from its […] plant in […].[39]

78. Lafarge is primarily active in grey cement in Austria through a joint venture between Lafarge (70%) and the  Austrian  construction  company
    STRABAG SE ('Strabag') (30%), Lafarge CE Holding GmbH ('Lafarge/Strabag JV'). The Lafarge/Strabag JV was established in 2010 for the purpose
    of the production and commercialisation of grey cement in Central Europe. Lafarge contributed four plants[40]  to  the  Lafarge/Strabag  JV,
    Strabag one plant.[41]

79. Lafarge operates two integrated grey cement plants through the Lafarge/Strabag JV in Austria: in Retznei (Styria, in the south-east  of  the
    country) and Mannersdorf am Leithagebirge ('Mannersdorf') (Lower Austria, in the east of the country). Moreover, Lafarge is also  active  in
    the Austrian grey cement market through another joint venture with the Hofmann-Dierzer Group, through which it  owns  a  50%  stake  in  the
    Kirchdorf grey cement plant in Upper Austria (north-centre of the country). Mannersdorf has, according to the Notifying Party, a grey cement
    capacity of […]kt, Retznei […]kt and Kirchdorf […]kt.

80. The Parties thus in essence supply Austria from five plants: Rohožnik, Untervaz (Holcim) and Mannersdorf, Retznei, Kirchdorf (Lafarge).

81. For the reasons set out in recitals 85 to 87, the  Commission  finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to grey cement in the relevant catchment areas in eastern Austria.

82. First, the merged entity will have high market shares in the catchment areas around the plants of Mannersdorf,  Retznei  and,  to  a  lesser
    extent, Kirchdorf, as can be seen in Table 9 to Table 11. The sales shares for the Slovakian Rohožnik catchment area are presented in  Table
    53.

    Table 9: Sales shares Mannersdorf catchment area

|Mannersdorf catchment area                |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[10-20]%                  |
|Lafarge[42]                               |[30-40]%                  |[20-30]%                  |
|Combined                                  |[50-60]%                  |[40-50]%                  |
|Heidelberg                                |[10-20]%                  |[10-20]%                  |
|Buzzi                                     |[5-10]%                   |[5-10]%                   |
|Heidelberg/Schwenk                        |[5-10]%                   |[5-10]%                   |
|Berger                                    |[0-5]%                    |[0-5]%                    |
|Asamer                                    |[0-5]%                    |[0-5]%                    |
|Others                                    |[10-20]%                  |[20-30]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO[43]

    Table 10: Sales shares Retznei catchment area

|Retznei catchment area                    |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[10-20]%                  |
|Lafarge[44]                               |[30-40]%                  |[20-30]%                  |
|Combined                                  |[40-50]%                  |[30-40]%                  |
|Buzzi                                     |[0-5]%                    |[5-10]%                   |
|Italcementi                               |[5-10]%                   |[0-5]%                    |
|Rohrdorfer                                |[0-5]%                    |[5-10]%                   |
|W&P Zement                                |[20-30]%                  |[5-10]%                   |
|Heidelberg/Schwenk                        |[0-5]%                    |[5-10]%                   |
|Others                                    |[10-20]%                  |[30-40]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 11: Sales shares Kirchdorf catchment area

|Kirchdorf catchment area                  |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[5-10]%                   |
|Lafarge[45]                               |[30-40]%                  |[10-20]%                  |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|Heidelberg                                |[5-10]%                   |[10-20]%                  |
|Rohrdorfer                                |[10-20]%                  |[5-10]%                   |
|W&P Zement                                |[10-20]%                  |[5-10]%                   |
|Zementwerk Leube                          |[5-10]%                   |[0-5]%                    |
|Zillo                                     |[0-5]%                    |[0-5]%                    |
|Others                                    |[5-10]%                   |[30-40]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

83. Second, while the Austrian grey cement market is characterised by the presence of several local grey cement  producers  apart  from  Lafarge
    (Zementwerk Leube, Rohrdorfer Group, Schretter & Cie., W&P Zement and Wopfinger), the majority of those competitors are located  in  central
    and western Austria, while in the east of the country (i.e. Vienna, Burgenland and Lower Austria), there is only one competitor,  Wopfinger.
    The market investigation indicated that in the east of Austria, including the Vienna region and the area falling within the  catchment  area
    of Rohožnik, Holcim, Lafarge and Wopfinger are regarded as the main suppliers.[46]

84. Third, the Mannersdorf and Rohožnik plants exercise an important competitive constraint on each other as they are only approximately 100  km
    away from each other. This is corroborated by the concerns  expressed  by  respondents  to  the  market  investigation  about  the  Notified
    Transaction,[47] in eastern Austria.[48]

3 Bulgaria

85. Holcim operates an integrated cement plant in Beli Izvor in the north-west of Bulgaria. Holcim also has  an  inactive  integrated  plant  in
    Pleven, closed permanently in 2011 due to financial difficulties, and one inactive terminal in Kuklen.

86. Lafarge has no production facilities or sales of grey cement in Bulgaria.

87. The Bulgarian grey cement market is characterised by  the  presence  of  three  international  grey  cement  producers,  Holcim,  Titan  and
    Italcementi, each of which has one or more grey cement plants in Bulgaria.

88. Due to the proximity between Holcim's cement plant in Bulgaria and one of  Lafarge's  grey  cement  facilities  in  Romania,  close  to  the
    Bulgarian border, there are overlaps between the activities of the Parties around Holcim's integrated plant in Beli  Izvor.  This  plant  is
    situated at an approximate distance of 250-300km from Lafarge's grey cement grinding station in Targu Jiu in Romania.

89. For the reasons set out in recitals 93 to 96, the Commission considers that the Notified Transaction does not give rise to serious doubts as
    to its compatibility with the internal market in relation to grey cement in the Beli Izvor catchment area in Bulgaria.

90. First, despite the merged entity having high market shares in the Beli Izvor catchment area (as can be seen from Table 12), the market share
    of Lafarge for this catchment area is solely achieved in Romania, as Lafarge has no sales in Bulgaria.

    Table 12: Sales shares Beli Izvor catchment area

|Beli Izvor catchment area                 |150km                     |250km                     |
|Holcim                                    |[30-40]%                  |[20-30]%                  |
|Lafarge                                   |[10-20]%                  |[20-30]%                  |
|Combined                                  |[40-50]%                  |[40-50]%                  |
|Titan                                     |[40-50]%                  |[20-30]%                  |
|Heidelberg                                |[0-5]%                    |[10-20]%                  |
|Italcementi                               |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

91. Lafarge does not make sales into Bulgaria because of differences in labour costs between Romania and Bulgaria and because of  the  transport
    conditions for delivering into Bulgaria, which require the crossing of the Danube either by road or by ship.

92. Second, respondents to the market investigation indicated that there are certain factors, like the lack of  infrastructure  between  Romania
    and Bulgaria, that create delays in the delivery of cement, which is a negative point from the point of view of customers who require timely
    deliveries of their orders.[49] The market investigation further indicated that Heidelberg also does not sell grey cement from Romania  into
    Bulgaria.[50]

93. Third, certain customers that responded to the market investigation mentioned Holcim and Titan as the main suppliers in  Bulgaria,  together
    with Vulcan Cement AD Dimitrovgrad and Italcementi as two other alternative suppliers.[51] None of them mentioned Lafarge as an  alternative
    supplier for the Beli Izvor catchment area.[52]

4 Croatia

94. Holcim is active in the Croatian grey cement market through an integrated cement plant  in  Koromačno,  Istria  (western  Croatia),  a  land
    terminal in Jastrebarsko (close to Zagreb) and a sea terminal in Zadar (Dalmatia). Koromačno has, according to the Notifying Party,  a  grey
    cement capacity of 742 kt.

95. Lafarge does not have any grey cement production in Croatia, but has grey cement  sales  through  imports  from  its  integrated  plants  in
    Trbovlje (Slovenia) and Pécs (Hungary). These sales are made either through its sales subsidiary in Croatia (Lafarge Cement Adria d.o.o.) or
    directly to Croatian customers who take delivery of grey cement at Lafarge's plants in Trbovlje and Pécs (so called 'pick-up sales').

96. Apart from Holcim, there are two other grey cement suppliers with domestic production in  Croatia:  Cemex  (Split,  Dalmatia,  south-eastern
    Croatia) and Nexe Group (Našice, north-eastern Croatia). In addition, according to the Notifying Party, imports into Croatia  accounted  for
    around 256,000 t of grey cement in 2013, with the main importers being: Heidelberg Cement (through its operations  in  Kakanj,  Bosnia,  and
    Beremend, Hungary), Asamer (plant in Lukavac, Bosnia), Italcementi (plant in Trieste, Italy), Cimsa (Turkey, through a terminal in  Trieste)
    and W&P Zement (plant in Anhovo, Slovenia). These sources are represented in Figure 2.

    Figure 2 – Map of Croatia and surrounding countries indicating cement production facilities

    [pic]
    Source: Notifying Party, Form CO

97. Both the Trbovlje and the Pécs plant of Lafarge are located close to the Croatian border. The 2013 sales shares for the Koromačno  (Croatia)
    catchment area are presented in Table 13.

    Table 13: Sales shares Koromačno catchment area

|Koromačno catchment area                  |150 km                    |250 km                    |
|Holcim                                    |[10-20]%                  |[5-10]%                   |
|Lafarge                                   |[10-20]%                  |[5-10]%                   |
|Combined                                  |[20-30]%                  |[10-20]%                  |
|W&P Zement                                |[10-20]%                  |[5-10]%                   |
|Buzzi Unicem                              |[5-10]%                   |[10-20]%                  |
|Colacem                                   |[5-10]%                   |[10-20]%                  |
|Zillo                                     |[5-10]%                   |[5-10]%                   |
|Sabanci / Cimsa                           |[0-5]%                    |[0-5]%                    |
|Cemex                                     |[0-5]%                    |[5-10]%                   |
|Titan                                     |[0-5]%                    |[0-5]%                    |
|Nexe Group                                |--                        |[0-5]%                    |
|Heidelberg                                |--                        |[0-5]%                    |
|Heidelberg / Schwenk                      |--                        |[0-5]%                    |
|Italcementi                               |--                        |[5-10]%                   |
|Others                                    |[20-30]%                  |[30-40]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

98. Regarding non-coordinated effects, the Notifying Party claims that the combined market share of the Parties is low. Moreover, it argues that
    the overlap predominantly concerns parts of the catchment areas located outside Croatia. In Croatia, the overlap is limited to [0-5]% (local
    sales) or at most [0-5]% (also including pick-up sales from Lafarge plants by customers from Croatia).[53]

99. Respondents to the market investigation also noted an absence of  significant  overall  overlaps  in  Croatia  in  keeping  with  Table  13.
    Respondents did, however, indicate that, due to the vicinity of its plants, Lafarge was a competitive force in central and northern Croatia,
    including Zagreb and its surroundings, where Holcim is also active.[54] An internal document of Holcim refers to this region as the  "Zagreb
    micro market" (hereafter referred to as the "Zagreb market").[55] A number of  competitors  and  customers  that  responded  to  the  market
    investigation[56] indicated that the Notified Transaction could strengthen the Parties' competitive position in the Zagreb market.

100. As a result, the Commission verified whether there were specific circumstances that could result in the Notified Transaction giving rise  to
    serious doubts regarding non-coordinated effects if the relevant geographic market were the Zagreb market i.e.  a  market  delineated  on  a
    narrower basis than the catchment area approach. For the reasons set out in recitals 104 to 108, the Commission considers that the  Notified
    Transaction does not raise serious doubts as to its compatibility with the internal market in relation to the narrowly defined Zagreb market
    regarding non-coordinated effects.

101. First, the Zagreb market would continue to see competition from the merged entity and two other domestic  producers,  Nexe  and  Cemex.  The
    Zagreb market has no local production facilities and is thus supplied with cement transported from producers located  in  other  regions  of
    Croatia, Holcim (western Croatia), Nexe Group (north-eastern Croatia)  and  Cemex  (south-eastern  Croatia),  and  importers.  The  Parties'
    combined market shares would amount to around [20-30]% (Holcim sold […] kt, and Lafarge imported (directly or through pick-up sales) […]  kt
    of grey cement in 2013, with respective market shares of approximately [10-20]%[57] and [10-20]%[58]). Post transaction, the  merged  entity
    will remain the third largest supplier to the Zagreb region, behind Nexe and Cemex[59].

102. Second, sales data indicates that, […], its actual imports were stagnating, if not slightly declining.[60] Lafarge’s plants in  Hungary  and
    Slovenia may therefore not be well placed to support such a rapid expansion, compared to the domestic producers and other importers.

103. Third, imports will continue to exert sufficient competitive pressure on the domestic producers, including the  merged  entity.  Significant
    importers include Heidelberg (imports from Kakanj, Bosnia, and Beremend, Hungary), Italcementi (imports from Trieste, Italy), Cimsa (imports
    from Turkey through a terminal in Trieste, Italy) and Asamer (imports  from  Lukavac,  Bosnia).  Respondents  to  the  market  investigation
    confirmed that there are generally no significant barriers to imports into Croatia[61], and there have been recent  entries  by  W&P  Zement
    (imports from Slovenia), Cementi Zillo (imports from Italy), and Titan (imports  from  Serbia).[62]  This  is  also  confirmed  by  Holcim's
    internal documents[63] as well as other competitors[64].

104. Fourth, as the reported spare capacity in Croatia and the neighbouring regions is estimated to reach up to 50%[65],  local  competitors  and
    importers will have sufficient incentive and ability to offset any attempts by the merged entity unilaterally to reduce output.

105. Fifth, the above assessment is corroborated by the analysis of midpoint circle shares between Holcim's Koromačno plant  and  Lafarge's  Pécs
    plant shown in Table 14. As the relevant Koromačno-Pécs midpoint is  within  or  close  to  the  Zagreb  market,  these  market  shares  are
    representative of the structure of actual and potential competition in the region (also taking into account that Lafarge's actual  share  in
    Croatia or the Zagreb market is inferior to the one represented, and can be attributed to its sales in Slovenia and  Hungary).  The  largest
    alternative suppliers of cement listed in Table 14 correspond to the ones identified in the market investigation: Heidelberg, Cemex,  Cimsa,
    Italcementi, Nexe, W&P Zement and Asamer.

    Table 14: Mid-point circle shares between Koromačno and Pécs

|Midpoint circle shares – Koromačno / Pécs          |150km radius                          |
|Lafarge                                            |[20-30]%                              |
|Holcim                                             |[5-10]%                               |
|Combined                                           |[20-30]%                              |
|Buzzi Unicem                                       |[0-5]%                                |
|Cemex                                              |[10-20]%                              |
|Colacem                                            |[0-5]%                                |
|Grigolin-Superbeton                                |[0-5]%                                |
|Sabanci/Cimsa                                      |[0-5]%                                |
|Italcementi                                        |[10-20]%                              |
|Heidelberg                                         |[0-5]%                                |
|Heidelberg/Schwenk                                 |[10-20]%                              |
|Nexe Group                                         |[5-10]%                               |
|Asamer                                             |[0-5]%                                |
|Siprem                                             |[0-5]%                                |
|W&P Zement                                         |[10-20]%                              |
|Zillo                                              |[0-5]%                                |
|Others                                             |[0-5]%                                |
|Total                                              |100%                                  |

    Source: Notifying Party, Form CO

106. The Commission thus concludes that the Notified Transaction does not raise serious concerns in  any  relevant  market  for  grey  cement  in
    Croatia, even under a narrower market definition comprising only the Zagreb market regarding non-coordinated effects.

107. Regarding coordinated effects, certain respondents to  the  market  investigation  characterised  the  grey  cement  market  in  Croatia  as
    relatively transparent (both concerning prices and customer base) due to its relatively small size.[66] Due to the  position  of  the  three
    plants of the domestic producers, Holcim in Koromačno, Cemex in Split, and Nexe in Našice[67], the topography of Croatia,  and  the  related
    transport distances, Croatian suppliers encounter a lesser degree of competition from other domestic producers in the "home" areas close  to
    their plants (but continue to face competitive pressure from imports).[68] The Zagreb market is different  in  that  it  features  no  local
    production plants, and is at the cross-section of each of the three domestic producers' catchment areas.  It  is  also  the  most  important
    region for grey cement consumption, and therefore represents the most important sales area.

108. Notwithstanding the above, the Commission considers that the Notified Transaction will not  increase  the  likelihood  of  coordination  for
    several reasons. First, both the Zagreb market and the "home" areas of the  three  domestic  producers  face  competition  from  significant
    imports. This competition will be able to destabilise coordination in any of the areas. […]. A […] strategy [to enter or  expand]  has  been
    pursued by a number of other players such as W&P Zement, Zillo, and Titan. Any attempt to coordinate output could therefore be  defeated  by
    the competitive constraint by existing (HeidelbergCement and Italcementi) or new importers (W&P Zement, Zillo, and Titan).

109. Concerning vertically related markets for the supply of grey cement and the supply of RMX, only Holcim operates RMX assets in  Croatia  (two
    active RMX plants, two inactive plants and one closed plant). Given that the Parties' combined market shares for the supply of  grey  cement
    are limited, and that there are several alternative suppliers, the merged entity is unlikely  to  have  the  ability  or  the  incentive  to
    restrict access to supplies of cement to competing RMX plants on any of the markets in Croatia. Moreover, due to the limited  scale  of  its
    RMX operations in Croatia, the merged entity is unlikely to foreclose access to a sufficient customer base to competing  suppliers  of  grey
    cement.

5 Czech Republic

110. Holcim’s grey cement production assets in the Czech Republic comprise one integrated grey cement plant located in Prachovice (central  Czech
    Republic, approximately 100 km east of Prague), with a grey cement capacity of 1,120 kt per annum. Holcim is also vertically integrated into
    the production and supply of aggregates and RMX in the Czech Republic.

111. Lafarge operates, through Lafarge/Strabag JV, an integrated grey cement plant in Čížkovice (north-western Czech Republic, 70  km  north-west
    of Prague). Its grey cement capacity is 1,064 kt per annum.

112. The Parties' and their competitors' plants in the Czech Republic are shown on the map  in  Figure  3.  Heidelberg  operates  two  integrated
    plants, one in the west of the country close to Prague; and the other one close to Brno, in the south-east. Also in the east  of  the  Czech
    Republic, Buzzi operates an integrated plant in Hranice and Cemex operates one grinding station in Dětmarovice.

    Figure 3 –Map of grey cement assets in the Czech Republic

    [pic]
    Source: Form CO, paragraph 367

113. The Parties' activities overlap in the western part of the Czech Republic.

    Table 15: Sales shares Čížkovice catchment area

|Čížkovice catchment area                  |150 km          |250 km        |
|Holcim                                    |[10-20]%        |[5-10]%       |
|Lafarge                                   |[20-30]%        |[10-20]%      |
|Kirchdorf                                 |[0-5]%          |[0-5]%        |
|Combined                                  |[30-40]%        |[20-30]%      |
|Buzzi Unicem                              |[0-5]%          |[5-10]%       |
|Cemex                                     |[10-20]%        |[10-20]%      |
|Dornburger Zement                         |[5-10]%         |[0-5]%        |
|Heidelberg                                |[20-30]%        |[20-30]%      |
|Miebach                                   |[0-5]%          |[0-5]%        |
|Rohrdorfer Group                          |[0-5]%          |[0-5]%        |
|Schwenk                                   |[5-10]%         |[5-10]%       |
|Sebald Zement gmbh                        |[0-5]%          |[0-5]%        |
|Solnhofer Portland Zement                 |[0-5]%          |[0-5]%        |
|Spenner                                   |[0-5]%          |[0-5]%        |
|Other                                     |--              |[5-10][69]    |
|Total                                     |100%            |100%          |

    Source: Notifying Party, Form CO

    Table 16: Sales shares Prachovice catchment area

|Prachovice catchment area                 |150 km        |250 km            |
|Holcim                                    |[10-20]%      |[5-10]%           |
|Lafarge                                   |[10-20]%      |[10-20]%          |
|Kirchdorf                                 |[0-5]%        |[0-5]%            |
|Combined                                  |[20-30]%      |[20-30]%          |
|Asamer Group                              |[0-5]%        |[0-5]%            |
|Berger                                    |[0-5]%        |[0-5]%            |
|Buzzi Unicem                              |[10-20]%      |[5-10]%           |
|Cemex                                     |[0-5]%        |[5-10]%           |
|Heidelberg                                |[50-60]%      |[20-30]%          |
|Miebach                                   |[5-10]%       |[0-5]%            |
|Rohrdorfer Group                          |[0-5]%        |[0-5]%            |
|Wopfinger                                 |[0-5]%        |[0-5]%            |
|Others                                    |--            |[10-20]%[70]      |
|Total                                     |100%          |100%              |

    Source: Notifying Party, Form CO

114. For the reasons set out in recitals 118 to 121, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to grey cement in the Čížkovice and Prachovice catchment areas in the Czech Republic.

115. First, the relevant catchment areas comprise, among others, Prague and  its  broader  surroundings,  […].  […]  Holcim’s  strategy  document
    denotes the Prague micro-market as “[…]”.[71] This suggests strong rivalry not only between Heidelberg and each of  the  Parties,  but  also
    between the Parties to win orders.

116. Second, in the relevant catchment areas, the merger will reduce the number of  local  producers  from  three  to  two.[72]  For  example,  a
    customer from the Čížkovice catchment area stated that the merger will “certainly have an impact on the market. Only  two  cement  producers
    would remain on the market in Czech Republic, which could, in  connection  with  the  location  of  individual  plants,  considerably  lower
    competitive struggle among them.” The same customer also considered that the  merger  will  considerably  worsen  their  leverage  in  price
    negotiations for grey cement.[73] Another customer stated that "The merger may have impact on the pricing of both suppliers as well as other
    suppliers in the cement market… Especially in the Western part competition would most probably further decrease due to the merger."

117. Third, imports do not exert an important competitive constraint in the relevant catchment  areas.[74]  This  is  confirmed  by  an  internal
    Holcim document […].[75]

118. Fourth, customers that responded to the market investigation also characterised the markets in the relevant catchment  areas  as  relatively
    transparent, where suppliers are aware of each other's customer base. Two  customers  noted  that  experience  from  negotiations  and  past
    quotations with similar offered prices suggest that the suppliers are also well aware of the prices charged by their competitors.[76] In the
    western part of the Czech Republic, the Notified Transaction will also reduce the number of domestic  operators  to  two  and  increase  the
    symmetry between the two remaining players.

6 France (Métropole)

119. Holcim's grey cement production assets in France consist of four integrated grey cement plants,  three  active  grinding  stations  and  two
    import terminals.

120. The cement plants are located in the north and in the east of France. Holcim operates plants in Altkirch, located 35 kilometres  from  Basel
    in the Bas-Rhin department, Héming, located close to Strasbourg in Moselle, Rochefort-sur-Nenon, located close to Dijon in Jura and Lumbres,
    located close to Calais in the Pas-de-Calais department.

121. In addition, Holcim operates grinding stations in Dannes in the Pas-de Calais department, a former integrated  plant  whose  kiln  was  shut
    down by Holcim in 2013, Grand-Couronne in Seine-Maritime (Normandy) and La Rochelle on the Atlantic  coast  opened  in  July  2014.  Another
    grinding station in Ebange (Moselle, north-east of France) was mothballed by Holcim in 2013. Also Holcim operates two terminals in Dunkerque
    (north of France) and Montoir-de-Bretagne (close to Nantes in the West) and a slag grinding station in Dunkerque.

122. Holcim is also vertically integrated in the production of RMX and aggregates in the regions where it is also active in the  supply  of  grey
    cement (north, east, Paris area and to a lesser extent in the west for RMX only)

123. Lafarge operates a wide range of grey cement production facilities in France. It operates nine cement plants: (i) Contes, located  close  to
    Nice; (ii) La Couronne, located close to Bordeaux; (iii) La Malle near Marseille; (iv) Martres and (v) Port  La  Nouvelle,  located  in  the
    south-west close to Toulouse; (vi) Le Teil in the Rhone Valley; (vii) Val d'Azergues near Lyon; (viii) Le Havre and (ix) St Pierre  la  Cour
    near Rennes in western France, which is the largest cement plant in France.

124. In addition, Lafarge operates four grinding stations in Dunkerque (North of France), Frangey (Burgundy,  a  former  integrated  plant  whose
    kiln was shut down by Lafarge in 2012), Sète (southern France) and the Kercim grinding station in St Nazaire (western France)  that  Lafarge
    acquired in July 2014. Also Lafarge operates import terminals in Marseille (since 2014),  Lorient  and  Brest  (Brittany)  and  La  Rochelle
    (western France) as well as depots in Bonneuil and Cormeilles (Paris area).

125. Lafarge is also vertically integrated in the production of aggregates and RMX  with  aggregates  quarries  and  RMX  plants  throughout  the
    country.

126. The Parties' and their main competitors' cement assets in France are shown on the map in Figure 4.

    Figure 4 - Map of French cement assets: The cement facilities of Lafarge are marked by green dots while those of Holcim are marked by red
    dots

                                                                    [pic][pic]
    Source: Form CO, paragraph 410

127. The Parties' activities mainly overlap in the north-west of  France  (around  Holcim's  plants  in  Lumbres  and  Dannes  and  the  Parties'
    facilities in Normandy, "north-western region"), the west (around the Parties' plants in La Rochelle and St  Pierre  la  Cour  and  Holcim's
    terminal in Montoir, "western region") and the east (around Holcim's plants of  Héming  and  Rochefort-sur-Nenon  and  Lafarge's  plants  of
    Frangey and Val d'Azergues, "eastern region").

1 Assessment of the north-western region of France

128. Holcim serves its customers in this area from its integrated plant in Lumbres and  the  grinding  stations  of  Dannes  and  Grand-Couronne.
    Lafarge is active in this area from its integrated plant in Le Havre and its grinding station in Dunkerque.

129. For the reasons set out in recitals 133 to 143, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to grey cement in the relevant catchment  areas  around  the  plants  of  Dannes,  Grand-
    Couronne, Le Havre and Lumbres.

130. First, the merged entity will have high market shares in the Dannes, Grand-Couronne, Le Havre and  Lumbres  catchment  areas.  Table  17  to
    Table 21 show the Parties’ market shares in the 150 km and 250 km  radii  around  their  plants  located  in  the  north-western  region  of
    France.[77]

    Table 17: Sales shares Dannes catchment area

|Dannes catchment area 2013                |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[20-30]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Italcementi                               |[30-40]%                  |[20-30]%                  |
|Heidelberg                                |[10-20]%                  |[10-20]%                  |
|CRH                                       |[10-20]%                  |[10-20]%                  |
|Cemex                                     |[5-10]%                   |[0-5]%                    |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 18: Sales shares Dunkerque catchment area

|Dunkerque catchment area 2013             |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[20-30]%                  |
|Lafarge                                   |[0-5]%                    |[5-10]%                   |
|Combined                                  |[20-30]%                  |[20-30]%                  |
|Italcementi                               |[30-40]%                  |[20-30]%                  |
|Heidelberg                                |[10-20]%                  |[20-30]%                  |
|CRH                                       |[10-20]%                  |[10-20]%                  |
|Buzzi Unicem                              |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 19: Sales shares Grand-Couronne catchment area

|Grand-Couronne catchment area 2013        |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[20-30]%                  |
|Lafarge                                   |[20-30]%                  |[20-30]%                  |
|Combined                                  |[40-50]%                  |[40-50]%                  |
|Italcementi                               |[30-40]%                  |[30-40]%                  |
|Cemex                                     |[10-20]%                  |[0-5]%                    |
|Heidelberg                                |[0-5]%                    |[5-10]%                   |
|CRH                                       |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Table 20: Sales shares Le Havre catchment area

|Le Havre St Vigor catchment area 2013     |150km                     |250km                     |
|Holcim                                    |[10-20]%                  |[20-30]%                  |
|Lafarge                                   |[20-30]%                  |[20-30]%                  |
|Combined                                  |[30-40]%                  |[40-50]%                  |
|Italcementi                               |[30-40]%                  |[30-40]%                  |
|Cemex                                     |[10-20]%                  |[5-10]%                   |
|Heidelberg                                |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 21: Sales shares Lumbres catchment area

|Lumbres catchment area 2013               |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[20-30]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|Italcementi                               |[30-40]%                  |[20-30]%                  |
|Heidelberg                                |[10-20]%                  |[10-20]%                  |
|CRH                                       |[10-20]%                  |[10-20]%                  |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

131. In the areas around the cement plants of Grand-Couronne and Le Havre, the Notified Transaction will  create  a  market  leader  with  market
    shares between 40 and 50% for both radii of 150 and 250 km, and a significant overlap.

132. In the 150 km radius around these plants, the number of sizable competitors will be reduced from four to three, namely  the  merged  entity,
    Italcementi (from its plant of Ranville in Normandy) and Cemex. Cemex does not own any cement plants in France but imports grey cement  from
    Italcementi's plant in Gaurain (Belgium) and re-sells it to its own ready-mix concrete operations in France. Heidelberg is also  present  in
    this region from its cement operations in Belgium but its market position is small. CRH also has a limited market presence  through  imports
    from Belgium and the UK.

133. Market shares will also be high (between 30 and 40%) in the radii around the cement plants of Lumbres and Dannes with an overlap  between  5
    and 10%. The main competitor is Italcementi, which is active in the area from its French  plants  in  Normandy  and  Ile-de-France  and  its
    operations in Belgium. The other market players only import cement from Belgium (Heidelberg, Lagan) or the UK (CRH).

134. Market shares will be lower in the Dunkerque radii (between 20 and 30% with an overlap of [0-5]% (150 km) and [5-10]% (250 km), also due  to
    the fact that these radii also cover a portion of the territory of Belgium where Lafarge is hardly active.

135. Second, customers that responded to the market investigation indicated that the elimination  of  one  competing  alternative  will  have  an
    impact in the north-western region of France. One customer whose plant is located in the North of France  explained  that  the  merger  will
    result in “less competition, more tension on prices”[78]. Another customer active in ready-mix concrete in Northern  France  submitted  that
    “Holcim is one of my providers for cement and one of our customers for aggregates so we might lose  a  customer  and  have  to  find  a  new
    supplier”[79] A customer located in Paris and sourcing from the Parties' plants in Northern France and Normandy took  the  view  that  as  a
    result of the merger there will be a “Lessening of competition – we fear a price increase and a reduction of  supply  alternatives  for  the
    same quality of cement”.[80] One RMX producer put forward that “in Ile-de-France and Haute-Normandie, the  merger  of  both  networks  could
    create a significant supply concentration”.[81]

136. Third, although importers are present in the north-western region of France, especially in the  areas  bordering  Belgium,  the  competitive
    pressure exerted by these imports does not appear to be comparable to the one stemming from suppliers located in France. As  regards  bagged
    cement notably, brand awareness, specific packaging adapted to the French market, the French quality mark (NF or norme  française  discussed
    below) and logistics have been mentioned as limiting possibilities to source more cement from neighbouring countries.[82]

137. Notably, in order to give customers a high level of confidence, French authorities have developed a voluntary quality marking, the NF  Mark.
    This mark attests that the grey cement has been controlled by a reference laboratory. Control frequency is twice  as  high  as  the  minimum
    required by the European standard 197-1.[83] The NF is for example required in the vast majority of tenders for public works,  as  confirmed
    by respondents to the market investigation who indicated that their customers (construction and public works  companies)  attach  particular
    importance to the NF mark.[84]

138. Two thirds of customers that responded to the market investigation indicated that the NF mark limits the capacity of  importers  to  compete
    effectively. Although some European grey cement producers have applied for and obtained the NF certification for their grey cement  exported
    to France, the certification process typically lasts 6 to 18 months and is considered  by  many  respondents  as  lengthy  and  tedious.  In
    particular, quality requirements of the NF mark are high for an importer with limited sales perspectives in France.[85]

139. Fourth, importers raised concerns as regards the competitive impact of the merger. One cement player importing cement into  Northern  France
    submitted that “Lafarge and Holcim are significant players in France with Lafarge  being  market  leader  actually.  The  transaction  would
    combine Holcim’s good positions in the region where it is already active with Lafarge’s specific strength as market leader”.[86] As a result
    “If the transaction were to realize, the possibilities to enter the French market / to expand in France would further  decrease.  We  expect
    that the merger would lead to further consolidation of the domestic cement producers, thereby increasing barriers to entry”.[87]

140. Fifth, a number of internal documents indicate that rivalry between the Parties is an important source of competition in  the  north-western
    part of France. For example in Holcim’s business plan for the period 2013-2017 related  to  France,  it  is  mentioned  that  […].[88]  This
    document indicates that […][89] […] an internal document of Lafarge which notes […].[90]

2 Assessment of the western region of France

141. Holcim serves its customers in this area from its grinding station in La Rochelle (which opened in the summer of 2014) and its  terminal  in
    Montoir-de-Bretagne. Lafarge is active in this area from its integrated plant in St Pierre  la  Cour,  the  newly-acquired  Kercim  grinding
    station in St Nazaire and its terminal in La Rochelle

142. For the reasons set out below in recitals 146 to 154, the Commission finds that the  Notified  Transaction  raises  serious  doubts  in  the
    markets for grey cement around the plants of La Rochelle, Saint-Nazaire, St Pierre la Cour and the terminal of Montoir.

143. First, the merged entity will have high market shares. Tables 22 to 25 show the Parties’ market shares in  the  150  km  and  250  km  radii
    around the Parties’ plants located in the western region of France in 2013.[91]

    Table 22: Sales shares le Rochelle catchment area[92]

|La Rochelle catchment area 2013           |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[40-50]%                  |
|Combined                                  |[30-40]%                  |[40-50]%                  |
|Italcementi                               |[50-60]%                  |[30-40]%                  |
|PRB                                       |[10-20]%                  |[0-5]%                    |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 23: Sales shares Montoir terminal catchment area

|Montoir Terminal catchment area 2013      |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[5-10]%                   |
|Lafarge                                   |[40-50]%                  |[40-50]%                  |
|Combined                                  |[50-60]%                  |[50-60]%                  |
|Italcementi                               |[30-40]%                  |[30-40]%                  |
|PRB                                       |[10-20]%                  |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 24: Sales shares Kercim St Nazaire terminal catchment area

|Kercim St Nazaire catchment area 2013     |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[5-10]%                   |
|Lafarge                                   |[40-50]%                  |[40-50]%                  |
|Combined                                  |[50-60]%                  |[50-60]%                  |
|Italcementi                               |[30-40]%                  |[30-40]%                  |
|PRB                                       |[10-20]%                  |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 25: Sales shares St Pierre La Cour catchment area

|St Pierre La Cour catchment area 2013     |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[5-10]%                   |
|Lafarge                                   |[40-50]%                  |[30-40]%                  |
|Combined                                  |[50-60]%                  |[40-50]%                  |
|Italcementi                               |[40-50]%                  |[40-50]%                  |
|Cemex                                     |[5-10]%                   |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

144. In the three catchment areas around the Parties' plants in western France,[93] the Notified Transaction will  create  a  large  player  with
    market shares above [50-60]% for both radii of 150 and 250 km around Montoir and the 150 km radius around St Pierre la Cour, and around [40-
    50]% for the 150 and 250 km radii around La Rochelle and the 250 km radius around St Pierre la Cour.

145. Second, the Notified Transaction will reduce the number of alternatives in these areas from four to three.  Apart  from  the  Parties,  only
    Italcementi is active in this area with two integrated plants (Bussac in Charente-Maritime and Airvault in Deux-Sèvres) as well as  PRB,  an
    importer which sources grey cement from its terminal in Les Sables-d'Olonne (in the catchment areas of Montoir and La  Rochelle)  and  Cemex
    which imports grey cement from Belgium as mentioned in the section on north-western France (in the catchment area of St Pierre la Cour).

146. Third, customers that responded to the market investigation indicated that the elimination of one competing alternative will have an  impact
    in the western region of France. As a background to these concerns, Lafarge has traditionally held a strong position in western France. This
    is evidenced in an internal document from Holcim[94] that explains that the […][95]". The table below  originates  from  the  same  internal
    document and shows the respective market shares of Lafarge, Italcementi/Calcia and Holcim in the various administrative regions  of  Western
    France in 2012, notably Brittany, Pays de Loire and Poitou-Charentes.

|Region                   |2012 market    |% Lafarge       |% Calcia         |% Holcim         |% others         |
|                         |(KT)           |                |                 |                 |                 |
|Bretagne                 |[…]            |[70-80]%        |[10-20]%         |[5-10]%          |[5-10]%          |
|Aquitaine                |[…]            |[30-40]%        |[50-60]%         |[0-5]%           |[5-10]%          |
|Poitou-Charentes         |[…]            |[60-70]%        |[30-40]%         |[0-5]%           |[0-5]%           |
|Centre                   |[…]            |[30-40]%        |[50-60]%         |[0-5]%           |[0-5]%           |
|Limousin                 |[…]            |[30-40]%        |[40-50]%         |[10-20]%         |[5-10]%          |
|Haute-Normandie          |[…]            |[0-5]%          |[90-100]%        |[0-5]%           |[0-5]%           |
|Basse-Normandie          |[…]            |[30-40]%        |[20-30]%         |[0-5]%           |[40-50]%         |
|Total                    |[…]            |[40-50]%        |[40-50]%         |[5-10]%          |[5-10]%          |

147. In the last 5 years, Holcim has significantly developed its market presence in  the  west,  through  particularly  the  acquisition  of  the
    Montoir terminal in February 2010 and the opening of the grinding station in La Rochelle (in July 2014). […].[96]

148. The main reasons invoked by Holcim for its geographic repositioning in Western France are the following: […].[97]

149. Respondents to the market investigation have confirmed that this expansion of Holcim in western France has enabled customers  in  this  area
    to benefit from a new supply alternative and lower prices. As explained by a customer with sites located in  Brittany  and  Poitou-Charentes
    "Prices of cement have dropped by 15% since Holcim's entry, in bulk and in bagged cement".[98] A customer located in Brittany has  explained
    that Holcim's entry has triggered a "significant and timely price decrease".[99] One competitor has noted a "Price decrease of 5 to 10 euros
    per tonne after the opening of the Montoir's terminal and La Rochelle's grinding station ".[100]

150. Internal documents of Lafarge confirm the intensification of competition in western France. In a document dated 30 May 2014,  Lafarge  notes
    […]. In this document, Lafarge identifies […] notably "[…]". […], Lafarge indicates "[…]".[101]

151. The merger will eliminate the alternative created by Holcim and has therefore triggered concerns among customers located in western  France.
    One customer mentioned that "Cement prices will increase. In the west, we will have two cement players,  Lafarge-Holcim-Kercim  and  Calcia,
    like 5 years ago- 2 cement players in a large region - this is not enough"[102]. Another customer notes that "The Lafarge-Holcim  merger  in
    western France may erode our negotiation power." [103] A bagged cement distributor with a national network submits that "The  Lafarge-Holcim
    merger may in certain cases hinder competitiveness, particularly in Normandy, Brittany, Pays de Loire and Rhone-Alpes".[104]

3 Assessment of the eastern region of France

152. Holcim serves its customers in this area from its integrated plants in Altkirch, Héming and Rochefort-sur-Nenon. Lafarge is active  in  this
    area from its integrated plant in Val d'Azergues and its grinding station in Frangey.

153. For the reasons set out below in recitals 157 to 163, the Commission concludes that the Notified Transaction will raise  serious  doubts  as
    to its compatibility with the internal market in relation to grey cement in the relevant  catchment  areas  around  the  plants  of  Héming,
    Rochefort-sur-Nenon and Frangey.

154. First, the merged entity will have high market shares in the 150 km and  250  km  radii  around  the  Parties’  plants  located  in  Heming,
    Rochefort-sur-Nenon and Frangey in 2013, as can be seen from table 26 to table 30.[105]

    Table 26: Sales shares Altkirch catchment area

|Altkirch catchment area 2013              |150km                     |250km                     |
|Holcim                                    |[40-50]%                  |[20-30]%                  |
|Lafarge                                   |[0-5]%                    |[5-10]%                   |
|Combined                                  |[40-50]%                  |[20-30]%                  |
|Vicat                                     |[10-20]%                  |[10-20]%                  |
|CRH                                       |[10-20]%                  |[0-5]%                    |
|Heidelberg                                |[5-10]%                   |[10-20]%                  |
|Schwenk                                   |[5-10]%                   |[5-10]%                   |
|Buzzi unicem                              |[5-10]%                   |[5-10]%                   |
|Italcementi                               |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 27: Sales shares Frangey catchment area

|Frangey catchment area 2013               |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[20-30]%                  |
|Lafarge                                   |[10-20]%                  |[10-20]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Italcementi                               |[30-40]%                  |[20-30]%                  |
|Vicat                                     |[20-30]%                  |[10-20]%                  |
|Buzzi                                     |[0-5]%                    |[5-10]%                   |
|Heidelberg                                |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 28: Sales shares Héming catchment area

|Héming catchment area 2013                |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[10-20]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|Buzzi Unicem                              |[20-30]%                  |[10-20]%                  |
|Heidelberg                                |[10-20]%                  |[10-20]%                  |
|Vicat                                     |[10-20]%                  |[5-10]%                   |
|Schwenk                                   |[5-10]%                   |[5-10]%                   |
|Italcementi                               |[5-10]%                   |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 29: Sales shares Rochefort-sur-Nenon catchment area

|Rochefort-Sur-Nénon catchment area 2013   |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[10-20]%                  |
|Lafarge                                   |[5-10]%                   |[10-20]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Vicat                                     |[40-50]%                  |[20-30]%                  |
|Italcementi                               |[10-20]%                  |[10-20]%                  |
|CRH                                       |[5-10]%                   |[0-5]%                    |
|Buzzi Unicem                              |[0-5]%                    |[5-10]%                   |
|Heidelberg                                |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 30: Sales shares Val d'Azergues catchment area

|Val d'Azergues catchment area 2013        |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[5-10]%                   |
|Lafarge                                   |[10-20]%                  |[20-30]%                  |
|Combined                                  |[20-30]%                  |[30-40]%                  |
|Vicat                                     |[60-70]%                  |[30-40]%                  |
|Italcementi                               |[5-10]%                   |[10-20]%                  |
|Buzzi-Unicem                              |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

155. In the areas around the cement plant of Frangey, the Notified Transaction will create a market leader with market  shares  of  [30-40]%  for
    the 150 km radius and [30-40]% for the 250 km radius, and a significant overlap. The number of players in this area  will  be  reduced  from
    four to three in the 150 km radius with only Italcementi and Vicat remaining.[106] In the 250 km radius, Heidelberg  is  also  present  with
    imports from Germany. As mentioned in the section related to north-western France, the competitive pressure exerted by  these  imports  does
    not appear to be comparable to the one stemming from players located in France, as some of these  imports  do  not  bear  the  NF  mark  and
    importers are reluctant to undertake the steps to obtain it.

156. In the areas around the cement plant of Héming, the merged entity will have a market share of [30-40]% for the 150  km  radius,  the  second
    player being Buzzi Unicem. The combined market share of [20-30]% in the  250  km  radius  will  be  smaller  given  that  this  radius  also
    encompasses areas of Germany and Luxembourg where local players (Cimalux, Schwenk, Miebach) are active. Only Italcementi has a plant in this
    area of France (in Xeuilley near Nancy), the other suppliers (Buzzi, Heidelberg, Schwenk) relying on imports from Germany and Luxembourg. As
    mentioned in the section related to north-western France, the competitive pressure exerted by these imports does not appear to be comparable
    to the one stemming from players located in France, as some of these imports do not  bear  the  NF  mark  and  importers  are  reluctant  to
    undertake the steps to obtain it.

157. In the areas around the cement plant of Rochefort-sur-Nenon, the merged entity will hold a market share of [30-40]% for the 150  km  radius.
    The other significant player is Vicat with [40-50]% market share and Italcementi with [10-20]%. Although smaller, the combined market  share
    in the 250 km radius will still be significant ([30-40]%). Only Italcementi and Vicat have a plant in this area of  France  with  the  other
    players (Buzzi, Heidelberg, CRH) relying on imports from Germany and Switzerland. As mentioned  in  the  section  related  to  north-western
    France, the competitive pressure exerted by these imports does not appear to be comparable to the  one  stemming  from  players  located  in
    France, as some of these imports do not bear the NF mark and importers are reluctant to undertake the steps to obtain it.

158. In the areas around the cement plant of Val d'Azergues, the combined market share of the Parties is [20-30]%  (150  km)  and  [30-40]%  (250
    km). Vicat is the market leader with [60-70]% (150 km) and [30-40]% (250 km). Holcim's sales in these areas are achieved from its plants  of
    Rochefort-sur-Nenon and Héming.

159. In the areas around the cement plant of Altkirch, the increment will be limited ([0-5]%). The increment  for  the  250  km  radius  will  be
    higher ([5-10]%) but both increments represent sales of Lafarge achieved in Germany from its German plants, notably Wössingen.

160. Second, certain customers located in these areas have voiced concerns regarding the impact of the Notified Transaction in these areas.  This
    was in particular the case of DIY stores that source bagged cement for their retail and trading activities. Although Holcim  is  in  general
    the main suppliers for these customers in Eastern France, these DIY stores are particularly committed to offer the Lafarge products  due  to
    the strong attachment of their customers to the Lafarge brand.[107] In that regard, imported cement does not constitute a  full  alternative
    because, as mentioned above in the section on north-western France, imported cement does not bear the NF mark which is highly valued by  the
    DIY stores' customers. As mentioned by a DIY retail chain, "Our customers require this mark and this  is  a  landmark  of  superior  product
    quality".[108] Another customer present in this area states that "Imports are made more difficult. Several other European producers could be
    active in France with only a European mark".[109]

4 Assessment of other regions of France

161. For the reasons set out in recitals 165 to 168, the Commission concludes that the Notified Transaction does not raise serious doubts  as  to
    its compatibility with the internal market in relation to grey cement in the relevant catchment  areas  around  the  plants  of  Contes,  La
    Couronne, La Malle, Le Teil, Martres, Port-la-Nouvelle and the Sète terminal

162. First, the increment brought about by the merger will be low for most relevant catchment areas. The tables below shows the  Parties’  market
    shares in the 150 and 250 km radii around the Parties’ plants located in the other regions of France in 2013.[110]

    Table 31: Sales shares Contes catchment area

|Contes catchment area 2013                |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[5-10]%                   |
|Lafarge                                   |[10-20]%                  |[10-20]%                  |
|Combined                                  |[10-20]%                  |[20-30]%                  |

    Table 32: Sales shares La Couronne catchment area

|La Couronne catchment area 2013           |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[30-40]%                  |[40-50]%                  |
|Italcementi                               |[50-60]%                  |[30-40]%                  |
|PRB                                       |[0-5]%                    |[0-5]%                    |
|Vicat                                     |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Table 33: Sales shares La Malle catchment area

|La Malle catchment area 2013              |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[40-50]%                  |[30-40]%                  |
|Combined                                  |[40-50]%                  |[30-40]%                  |
|Vicat                                     |[20-30]%                  |[20-30]%                  |
|Italcementi                               |[10-20]%                  |[10-20]%                  |
|Buzzi Unicem                              |[10-20]%                  |[10-20]%                  |
|Titan                                     |[5-10]%                   |[0-5]%                    |
|Cementos Molins                           |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 34: Sales shares Le Teil catchment area

|Le Teil catchment area 2013               |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[20-30]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Vicat                                     |[30-40]%                  |[30-40]%                  |
|Italcementi                               |[10-20]%                  |[10-20]%                  |
|Buzzi unicem                              |[5-10]%                   |[5-10]%                   |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 35: Sales shares Martres catchment area

|Martres catchment area 2013               |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[50-60]%                  |[30-40]%                  |
|Combined                                  |[50-60]%                  |[30-40]%                  |

    Table 36: Sales shares Port-la-Nouvelle catchment area

|Port La Nouvelle catchment area 2013      |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[40-50]%                  |[40-50]%                  |
|Combined                                  |[40-50]%                  |[40-50]%                  |

    Table 37: Sales shares Sète catchment area

|Sète catchment area2013                   |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[50-60]%                  |[40-50]%                  |
|Combined                                  |[50-60]%                  |[40-50]%                  |

163. Although Lafarge holds strong market positions in these areas (except for Contes) the increment brought about by  the  Notified  Transaction
    will be less than [0-5]%. This will be the case for both radii around La Malle, Martres, Port-la-Nouvelle, Sète and for the  150  km  radius
    around Le Teil.

164. In the 150 and 250 km radii around La Couronne and the 250 km radius around Le Teil, the merged entity will  hold  more  substantial  market
    shares (respectively [30-40]%, [40-50]% and [30-40]%) and the increment brought by the Notified Transaction will also be  low  (respectively
    [0-5]%, [0-5]% and [0-5]%). In addition, Holcim's sales around La Couronne are achieved from plants which are located in the western  region
    (Montoir) and the north-western region (Lumbres). Likewise, Holcim’s sales around Le Teil are achieved from plants  in  the  eastern  region
    (Rochefort-sur-Nenon and Lumbres). The overlaps between Lafarge's plants and the facilities of Montoir, Rochefort-sur-Nenon and Lumbres  are
    assessed in the sections related to western France, eastern France and north-western France respectively.

165. Second, for the areas around Lafarge’s plants in Contes only the 250 km radius will be affected by the Notified Transaction  as  the  merged
    entity will hold a market share of [20-30]% with an increment of [5-10]%. In this area, the merged entity will, however,  continue  to  face
    competition by the market leader Vicat ([20-30]%), and from Buzzi ([10-20]%), Italcementi ([5-10]%) and several Italian cement producers.

7 France (Réunion)

166. In Réunion, Holcim operates the Ciments de Bourbon grinding station in Le Port with a grey cement production capacity of 465,000 tonnes  and
    a bagging facility. The grinding station is solely controlled by Holcim, which holds a stake of roughly 64%. Lafarge and  Pretoria  Portland
    Cement Company Limited (PPC), a South African grey cement producer, hold minority  interests  in  Ciments  de  Bourbon  of  […]%  and  […]%,
    respectively. This grinding station sources clinker abroad, […]. Following the grinding of clinker, the grey cement is sold  […].  In  2013,
    Holcim's total volume of grey cement sales totalled […] generating revenues of […]. Holcim is also vertically integrated in  the  production
    and sale of RMX (five sites) and aggregates (three quarries).

167. Lafarge operates a grey cement import terminal in Le Port. It imports bulk grey cement […], these imports  being  marketed  through  Lafarge
    Ciments Réunion (LCR).[111] In addition, Lafarge procures grey cement from Ciments de Bourbon in which it owns a  minority  shareholding  of
    approximately […]%.[112] The shareholders' agreement between Lafarge and Holcim regarding Ciments  de  Bourbon[113]  states  that  […].[114]
    Lafarge sources […] of its requirements through Ciments de Bourbon and the rest from […].

168. In 2013, Lafarge's grey cement sales in Réunion totalled […] tonnes generating revenues of approximately EUR […] million.  Lafarge  is  also
    vertically integrated in the production and sales of aggregates (three quarries), RMX (four plants) and precast concrete (three plants).

169. For the reasons set out in recitals 173 to 176, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to grey cement in Réunion.

170. First the merged entity will have high market shares in Réunion. As a 150 km radius drawn around  any  site  in  Réunion  covers  the  whole
    island, and the market investigation has confirmed that any cement producer or distributor can deliver cement across the whole  island,[115]
    Table 38 shows the Parties’ market shares by reference to a market for the manufacture and sale of grey cement  covering  the  territory  of
    Réunion.

    Table 38 – Sales shares in Réunion

|Reunion Island                            |2013                    |
|Holcim                                    |[40-50]%                |
|Lafarge                                   |[50-60]%                |
|Combined                                  |[90-100]%               |
|Others                                    |[0-5]%                  |
|Total                                     |100%                    |

    Source: Notifying Party, Form CO

171. Post-merger, competition will stem from the two only remaining players importing grey cement in  Réunion  (mainly  from  Pakistan):  Vishor,
    which operates a grey cement warehouse in St Paul and Wong Wing Cheung Distribution ('WWC'), which owns two grey cement warehouses.[116]  As
    these importers are exclusively active in bagged cement, the Notified Transaction will create a monopoly in bulk grey cement in Réunion.

172. Second, these importers are limited in their ability to compete since their imported cement does not bear the NF mark,  which  is  important
    as explained in the section related to France (Métropole).

173. Third, respondents to the market investigation have expressed concerns regarding the post-merger competitive situation. All  customers  that
    responded to the market investigation highlighted the quasi-monopoly situation created by the merger and the limited remaining  competition,
    exclusively in bagged cement.[117] Competitors that responded to the market investigation share that same view. Competitors also highlighted
    that Holcim and Lafarge are the only suppliers with the NF mark in Réunion, which grants them a factual monopoly  for  some  public  tenders
    where this mark is required.[118]

8 Germany

174. Holcim's German business is split into (i) a north-western region covering the German federal states of  Schleswig-Holstein,  Lower  Saxony,
    Mecklenburg-Western Pomerania, North Rhine-Westphalia, Hessen and the city state of Bremen and (ii) a southern  region  confined  to  Baden-
    Württemberg.

175. In the north-western region, Holcim Germany currently operates two integrated cement plants in Lägerdorf (Schleswig-Holstein) and  in  Höver
    (Lower Saxony). It also operates a slag grinding and blending station in Bremen, a terminal in Brunsbüttel (Schleswig-Holstein), a  blending
    station/terminal in Rostock (Mecklenburg-Western Pomerania) and a terminal in Wiesbaden (Hessen).

176. In the southern region, Holcim operates an  integrated  cement  plant  in  Dotternhausen  (Baden-Württemberg).  Holcim  is  also  vertically
    integrated in the production of ready-mix concrete in northern and southern Germany.

177. Holcim entered into a share purchase agreement with Cemex on 29 October  2014  for  the  purchase  of  Cemex's  assets  in  western  Germany
    comprising one integrated cement plant in Beckum-Kollenbach and two grinding stations in Duisburg/Schwelgern  and  Dortmund,  all  in  North
    Rhine-Westphalia.[119] According to the Notifying Party, that transaction with Cemex is scheduled to close early in 2015. The Commission has
    taken this into account in its assessment of Holcim's German activities.

178. Lafarge operates three grey cement facilities in different parts of Germany, one integrated plant in  Karsdorf  (Saxony-Anhalt)  in  eastern
    Germany, one integrated plant in Wössingen (Baden-Württemberg) in south-western Germany and one grinding station in Sötenich  (North  Rhine-
    Westphalia) in western Germany. Lafarge cannot be considered to be vertically integrated in concrete production in Germany  as  it  operates
    only two ready-mix facilities in Großpösna (Saxony) and Neufahrn (Bavaria) and sells the vast majority of its  cement  production  to  third
    parties.[120]

179. The main areas of overlap between the Parties in grey cement  in  Germany  refer  to  their  activities  in  south-western  Germany  (Baden-
    Württemberg), western Germany (North Rhine-Westphalia and Rhineland-Palatinate) and the central region of Germany (eastern Lower Saxony  and
    Saxony-Anhalt):

    Figure 5 - Map of German cement production facilities

                                                                      [pic]
  [pic]

  Source: Notifying Party, Global teaser document sent to potential investors, 'Holcim and Lafarge selected  assets  overview.  Teaser',  August
  2014,slide 32.

180. A number of customers that responded to the market investigation expressed concerns that the  Notified  Transaction  will  have  an  adverse
    effect on their companies and on competition in the areas where they operate.[121] Such concerns are  shared  by  several  competitors  that
    responded to the market investigation.[122]

181. Ready-mix customers also mentioned that Lafarge is one of the few cement suppliers  in  their  region  that  is  not  vertically  integrated
    downstream in the production of ready-mix concrete. Those customers expressed a preference for buying from non-integrated suppliers to avoid
    being dependent on cement supplies from ready-mix competitors.[123]

182. The Commission's assessment will be structured in three parts according to the overlap regions between the Parties' activities:  (i)  south-
    western Germany, (ii) western Germany and (iii) central region of Germany.

1 South-western Germany

183. For the reasons set out in recitals 187 to 190, the Commission concludes that the Notified Transaction will raise serious doubts as  to  its
    compatibility with the internal market in relation to grey cement in the  Wössingen  and  Dotternhausen  catchment  areas  in  south-western
    Germany.

184. First, the markets in the Wössingen and Dotternhausen catchment areas around the Parties’ plants in  south-western  Germany  are  relatively
    concentrated, as can be seen from Table 39 and Table 40:

    Table 39: Sales shares Wössingen catchment area

|Wössingen catchment area                  |150km                     |250km                     |
|Holcim[124]                               |[10-20]%                  |[10-20]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[20-30]%                  |[10-20]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Schwenk                                   |[10-20]%                  |[10-20]%                  |
|Buzzi/Dyckerhoff                          |[10-20]%                  |[10-20]%                  |
|Märker Zement                             |[0-5]%                    |[0-5]%                    |
|Vicat                                     |[0-5]%                    |[0-5]%                    |
|Other                                     |[5-10]%                   |[20-30]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 40: Sales shares Dotternhausen catchment area

|Dotternhausen catchment area              |150km                     |250km                     |
|Holcim[125]                               |[20-30]%                  |[10-20]%                  |
|Lafarge                                   |[5-10]%                   |[0-5]%                    |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|Schwenk                                   |[20-30]%                  |[10-20]%                  |
|Heidelberg                                |[20-30]%                  |[10-20]%                  |
|Buzzi/Dyckerhoff                          |[5-10]%                   |[10-20]%                  |
|CRH                                       |[5-10]%                   |[0-5]%                    |
|Märker Zement                             |[0-5]%                    |[0-5]%                    |
|Vicat                                     |[0-5]%                    |[5-10]%                   |
|Other                                     |[5-10]%                   |[20-30]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

185. The mid-point circle market share between the Parties' plants in Wössingen and Dotternhausen is [20-30]% (Holcim[126]: [10-20]%; Lafarge [5-
    10]%).

186. The three largest suppliers (Heidelberg, Schwenk and Holcim) achieved a combined market share of more than [60-70]%  and  the  four  largest
    suppliers achieved a combined market share of about [70-80]%. Internal documents of Holcim appear to confirm that there is a high  level  of
    concentration in the area: […].[127]

187. Second, certain customers that responded to the market investigation and that are based along the Rhine valley in Baden-Württemberg  and  in
    the areas of Karlsruhe and Stuttgart indicated that the loss of competition between Holcim's plants in Dotternhausen,  Héming  and  Altkirch
    with Lafarge's plant in Wössingen will leave few alternative suppliers. Some customers  indicated  that  the  situation  will  amount  to  a
    concentration from four to three suppliers leaving only HeidelbergCement and Schwenk as supply alternatives.[128]Third,  internal  documents
    indicate that Lafarge has exerted an important price pressure on Holcim, mentioning in particular […].[129]

2 Western Germany

188. For the reasons set out in recitals 192 to 197, the Commission concludes that the Notified Transaction will raise serious doubts as  to  its
    compatibility with the internal market in relation to grey cement in the Sötenich and Wössingen catchment areas in western Germany.

189. First, the markets in the Sötenich and Wössingen catchment areas around the Parties’ plants in western Germany are relatively  concentrated,
    as can be seen from Table 41 and Table 42:

    Table 41: Sales shares Sötenich catchment area

|Sötenich catchment area                   |150km                     |250km                     |
|Holcim[130]                               |[20-30]%                  |[20-30]%                  |
|Lafarge                                   |[0-5]%                    |[0-5]%                    |
|Combined                                  |[20-30]%                  |[20-30]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Buzzi/Dyckerhoff                          |[10-20]%                  |[10-20]%                  |
|CRH                                       |[0-5]%                    |[0-5]%                    |
|Italcementi                               |[0-5]%                    |[5-10]%                   |
|Miebach                                   |[0-5]%                    |[5-10]%                   |
|Other                                     |[10-20]%                  |[20-30]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 42: Sales shares Wössingen catchment area

|Wössingen catchment area                  |150km                     |250km                     |
|Holcim[131]                               |[10-20]%                  |[10-20]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[20-30]%                  |[10-20]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Schwenk                                   |[10-20]%                  |[10-20]%                  |
|Buzzi/Dyckerhoff                          |[10-20]%                  |[10-20]%                  |
|Märker Zement                             |[0-5]%                    |[0-5]%                    |
|Vicat                                     |[0-5]%                    |[0-5]%                    |
|Other                                     |[5-10]%                   |[20-30]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

190. The three largest suppliers thus achieved a combined market share of more than [60-70]%.

191. Second, a customer that responded to the market investigation expressed concerns over the possible concentration of the  Cemex  West  plants
    to be acquired by Holcim with Lafarge's facility in Sötenich. In addition, customers in Rhineland-Palatinate reported that Holcim  has  been
    offering large volumes of cement at attractive prices from its French plant in Héming. According to those customers, this has led to  volume
    losses for the other cement suppliers in the region, including Lafarge's Wössingen and Sötenich facilities.  Customers  are  concerned  that
    Holcim will stop importing cement from France to Germany after its acquisition of the Lafarge assets in the region  because  its  incentives
    will be not to compete with its own Sötenich and Wössingen facilities in the region.[132]

192. Third, data obtained from Holcim confirms that Holcim has increased its exports from Héming to Germany  from  2007  onwards.  Total  exports
    from Héming increased from […] tons in 2007 to […] tons in 2013. The  main  destinations  were  the  German  federal  states  of  Rhineland-
    Palatinate (increase from […] tons in 2007 to […] tons in 2013) and Hessen (increase from […] tons in 2007 to […] tons  in  2013).[133]  The
    data shows that Holcim's ex-works and delivered prices […] for its exports to Germany (EUR […] per tonne ex-works  and  EUR  […]  per  tonne
    delivered in 2013).[134]

193. Fourth, internal documents of Holcim France suggest that Holcim was willing to […] to increase its exports  into  Germany:  '[…].'[135]  The
    documents indicate that the rationale for such increased exports was […][136], […][137].

194. An internal document of Lafarge confirms that this strategy has had an effect on […].[138]

3 Central Germany

195. For the reasons set out in recitals 199 to 202, the Commission concludes that the Notified Transaction will raise serious doubts as  to  its
    compatibility with the internal market in relation to grey cement in the Karsdorf and Höver catchment areas in central Germany.

196. First, the merged entity will have high market shares in the relevant catchment areas in Central Germany, as can be shown from Table 43  and
    Table 44:

    Table 43: Sales shares Karsdorf catchment area

|Karsdorf catchment area                   |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[5-10]%                   |
|Lafarge                                   |[30-40]%                  |[10-20]%                  |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|Buzzi/Dyckerhoff                          |[10-20]%                  |[10-20]%                  |
|Schwenk                                   |[10-20]%                  |[10-20]%                  |
|Heidelberg                                |[10-20]%                  |[10-20]%                  |
|Dornburger Zement                         |[5-10]%                   |[0-5]%                    |
|Cemex                                     |[5-10]%                   |[5-10]%                   |
|Miebach                                   |[0-5]%                    |[0-5]%                    |
|Spenner                                   |[0-5]%                    |[0-5]%                    |
|Other                                     |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 44: Sales shares Höver catchment area

|Höver catchment area                      |150km                            |250km                     |
|Holcim                                    |[30-40]%                         |[20-30]%                  |
|Lafarge                                   |[0-5]%                           |[5-10]%                   |
|Combined                                  |[30-40]%                         |[30-40]%                  |
|Heidelberg                                |[10-20]%                         |[10-20]%                  |
|Buzzi/Dyckerhoff                          |[10-20]%                         |[10-20]%                  |
|Miebach                                   |[5-10]%                          |[0-5]%                    |
|Schwenk                                   |[0-5]%                           |[5-10]%                   |
|Seibel & Söhne                            |[0-5]%                           |[0-5]%                    |
|Phoenix                                   |[0-5]%                           |[0-5]%                    |
|Cemex                                     |[0-5]%                           |[5-10]%                   |
|Other                                     |[10-20]%                         |[10-20]%                  |
|Total                                     |100%                             |100%                      |

    Source: Notifying Party, Form CO

197. The mid-point circle market share between the Parties' plants in Karsdorf and Höver is [40-50]% (Holcim[139]: [10-20]%; Lafarge [20-30]%).

198. Second, the markets in the relevant catchment areas in central Germany are rather concentrated with the four largest suppliers  achieving  a
    combined market share of more than [60-70]% and [70-80]% respectively.

199. Third, certain customers that responded to the market investigation explained that Lafarge has played an important role  in  keeping  prices
    down in central Germany. According to those customers, Lafarge has offered to deliver cement to customers over wider distances at attractive
    prices because of sluggish demand around its Karsdorf plant and consequently low capacity utilization at the plant.[140]

9 Hungary

200. Holcim ceased[141] production of grey cement in Hungary in 2013 and is currently importing grey  cement  from  its  plants  in  neighbouring
    countries, in particular from its plants in Turna and Rohožnik (Slovakia) and Alesd (Romania).  Holcim  operates  two  import  terminals  in
    Hungary: in Ercsi and Békéscsaba.[142]

201. Lafarge is active through the Lafarge/Strabag JV, with all grey cement produced by the JV being sold  under  the  Lafarge  brand  name.  The
    Lafarge/Strabag JV operates, through its subsidiary Lafarge Cement Magyarország,[143] an integrated grey cement plant in  Pécs[144]  in  the
    south-west of Hungary. This plant was opened in 2011 and according to the Notifying Party has an effective clinker capacity of approximately
    800kt, and an effective cement capacity of approximately 1,150kt.

202. Apart from Lafarge's Pécs plant, there are two cement plants in operation on the territory of Hungary (in Vác and Beremend); both belong  to
    Duna-Dráva Cement Kft. ('DDC'), a subsidiary of the 50-50% JV  between  HeidelbergCement  and  German  cement  producer  SCHWENK  Zement  KG
    ('Schwenk').

203. The Parties thus in essence supply Hungary from four plants: Turna, Rohožnik, Alesd (Holcim) and Pécs (Lafarge).

204. Prior to Lafarge's entry in 2011, the two main players in Hungary were Holcim and DDC. In 2013, Lafarge achieved a sales share  of  [20-30]%
    in Hungary.[145]

205. For the reasons set out in recitals 209 to 214, the Commission concludes that the Notified Transaction will raise serious doubts as  to  its
    compatibility with the internal market in relation to grey cement in the Turna, Rohožnik, Alesd and Pécs catchment areas in Hungary.

206. First, even if Holcim ceased production activities in 2013, it has maintained its position in Hungary  through  imported  volumes.  Internal
    documents of Holcim indicate that Holcim forecasts […].[146] The merged entity will thus have high market shares in the  relevant  catchment
    areas in Hungary.[147] The sales shares regarding the Pécs catchment area are shown in Table  45.  The  sales  shares  regarding  the  Alesd
    catchment area are presented in Table 46, while the sales shares for the Slovakian Rohožnik and Turna catchment areas are presented in Table
    53 and Table 54.

    Table 45: Sales shares Pécs catchment area

|Pécs catchment area                       |150km                     |250km                     |
|Holcim                                    |[10-20]%                  |[20-30]%                  |
|Lafarge                                   |[10-20]%                  |[20-30]%[148]             |
|Combined                                  |[20-30]%                  |[40-50]%                  |
|Heidelberg/Schwenk                        |[40-50]%                  |[10-20]%                  |
|Others                                    |[30-40]%                  |[30-40]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

207. Second, the Notified Transaction will result in a reduction of grey cement suppliers in Hungary from three to two.[149] This is because  the
    main supply options for customers located in Hungary are currently DDC, Holcim and Lafarge.[150]

208. In this respect, the Notifying Party claims that Debrecen-based cement wholesaler DTG is an important player  in  Hungary.  It  also  claims
    that several active volume-driven importers, such as Nexe (from eastern Croatia), Asamer (from north-west Slovakia) and Berger (from  north-
    west Slovakia), are active in Hungary, as well as Ukrainian importers.

209. The Commission observes, however, that DTG does not have production facilities of its own and that the majority of  its  volumes  come  from
    Holcim's Turna plant based on a five-year supply contract entered into in 2011.[151] Moreover,  as  confirmed  by  a  number  of  customers,
    importers do not exercise a significant competitive pressure on the three main Hungarian  players.[152]  For  example,  respondents  to  the
    market investigation indicated that imports from Ukraine are not necessarily accepted by Hungarian customers  from  the  quality/reliability
    perspective.[153]

210. Third, Lafarge's entry in 2011 resulted in an increase of competition and lower prices for grey cement in Hungary.[154]  Although  Lafarge's
    plant is in southern Hungary, it has managed to gain volumes across the entire country,  particular  in  the  main  consumption  centres  of
    Western and Central Hungary and Budapest. It recently opened a terminal in Budapest,[155] which is the most important consumption centre  in
    Hungary[156] and supplies Debrecen, in the east of the country, through […].[157] The impact on competition  of  Lafarge's  entry  has  been
    evidenced both by respondents to the market investigation[158] and the […][159]. Moreover, […].[160]

211. Fourth, DDC expressed the view that the Notified Transaction will lead to the merged entity having a strong position in Hungary.[161]

10 Romania

212. Holcim's grey cement production assets in Romania consist of two integrated grey cement plants, a grinding  station  in  Turda  and  a  grey
    cement terminal in Bucharest.

213. The grey cement integrated plants are situated in the western part of Romania, the first close to the border with Hungary at Alesd, and  the
    other one in the central-south part of Romania in Campulung. According to the Notifying Party, both Holcim plants have similar  grey  cement
    capacities (1,780kt for the Alesd plant and 1,723kt for the Campulung plant). The Turda grinding station adds a further 196kt  to  the  grey
    cement capacity of Holcim's assets in Romania.

214. Holcim is vertically integrated in the production of RMX and aggregates, owning 17 active ready-mix plants and three aggregate quarries.

215. Lafarge operates also two active grey cement integrated plants, one grinding station in Targu Jiu, one import terminal in Constanta (in  the
    east of Romania, near the Black Sea) and two distribution terminals in Cluj and Glina. The integrated grey  cement  plants  are  located  in
    Hoghiz (in the central part of Romania) and Medgidia in the south-east of the country close to the Black Sea.  According  to  the  Notifying
    Party, the grey cement capacity of the Hoghiz plant is 1,555kt with the Medgidia plant having a capacity of 3,402kt. The Targu-Jiu  grinding
    station has a grey cement capacity of 967kt.

216. Lafarge is also vertically integrated in the production of RMX and aggregates, owning 26 aggregates quarries and 17 ready-mix sites.

217. In addition to the Parties, there are only two other grey cement local producers in Romania, Heidelberg and Soceram.  Heidelberg  has  three
    integrated grey cement plants (Fieni, Bicaz and Deva). Soceram[162], a smaller producer, entered the Romanian grey cement  market  in  2010,
    with a grinding station in the south-east of Romania in Corbu. Soceram also has a limestone quarry  in  Corbu  and  purchases  clinker  from
    Turkey. The locations of the facilities of all these producers are shown in Figure 6.

    Figure 6 - Map of the Romanian grey cement facilities

    [pic]
    Source: Form CO, paragraph 851

218. For the reasons set out in recitals 222 to 228, the Commission concludes that the Notified Transaction will raise serious doubts as  to  its
    compatibility with the internal market in relation to grey cement in the catchment  areas  around  the  Alesd,  Targu  Jiu,  Hoghiz,  Turda,
    Campulung, Medgidia and Constanta facilities in Romania.

219. First, the merged entity will have high market shares in the relevant catchment areas in Romania, as can be seen from Table 46 to Table 52.

    Table 46: Sales shares Alesd catchment area

|Alesd catchment area                      |150km                     |250km                        |
|Holcim                                    |[40-50]%                  |[30-40]%                     |
|Lafarge                                   |[10-20]%                  |[10-20]%                     |
|Combined                                  |[60-70]%                  |[50-60]%                     |
|Heidelberg                                |[20-30]%                  |[10-20]%                     |
|Heidelberg /Schwenk                       |[0-5]%                    |[5-10]%                      |
|DTG                                       |[5-10]%                   |[0-5]%                       |
|Others                                    |[0-5]%                    |[10-20]%                     |
|Total                                     |100%                      |100%                         |

    Source: Notifying Party, Form CO

    Table 47: Sales shares Campulung catchment area

|Campulung catchment area                  |150km                     |250km                        |
|Holcim                                    |[30-40]%                  |[20-30]%                     |
|Lafarge                                   |[30-40]%                  |[20-30]%                     |
|Combined                                  |[60-70]%                  |[50-60]%                     |
|Heidelberg                                |[30-40]%                  |[20-30]%                     |
|Italcementi                               |[0-5]%                    |[5-10]%                      |
|Others                                    |[0-5]%                    |[10-20]%                     |
|Total                                     |100%                      |100%                         |

    Source: Notifying Party, Form CO

    Table 48: Sales shares Hoghiz catchment area

|Hoghiz catchment area                     |150km                     |250km                       |
|Holcim                                    |[30-40]%                  |[30-40]%                    |
|Lafarge                                   |[20-30]%                  |[20-30]%                    |
|Combined                                  |[60-70]%                  |[50-60]%                    |
|Heidelberg                                |[30-40]%                  |[20-30]%                    |
|Italcementi                               |[0-5]%                    |[0-5]%                      |
|Others                                    |[0-5]%                    |[10-20]%                    |
|Total                                     |100%                      |100%                        |

    Source: Notifying Party, Form CO

    Table 49: Sales shares Targu Jiu catchment area

|Targu Jiu catchment area                  |150km                     |250km                       |
|Holcim                                    |[30-40]%                  |[30-40]%                    |
|Lafarge                                   |[30-40]%                  |[20-30]%                    |
|Combined                                  |[60-70]%                  |[60-70]%                    |
|Heidelberg                                |[20-30]%                  |[20-30]%                    |
|Titan                                     |[0-5]%                    |[5-10]%                     |
|Others                                    |[0-5]%                    |[10-20]%                    |
|Total                                     |100%                      |100%                        |

    Source: Notifying Party, Form CO

    Table 50: Sales shares Turda catchment area

|Turda catchment area                      |150km                        |250km                    |
|Holcim                                    |[50-60]%                     |[30-40]%                 |
|Lafarge                                   |[20-30]%                     |[20-30]%                 |
|Combined                                  |[70-80]%                     |[60-70]%                 |
|Heidelberg                                |[20-30]%                     |[20-30]%                 |
|Others                                    |[0-5]%                       |[10-20]%                 |
|Total                                     |100%                         |100%                     |

    Source: Notifying Party, Form CO

    Table 51: Sales shares Constanta catchment area

|Constanta catchment area                  |150km                       |250km                       |
|Holcim                                    |[5-10]%                     |[10-20]%                    |
|Lafarge                                   |[50-60]%                    |[20-30]%                    |
|Combined                                  |[60-70]%                    |[40-50]%                    |
|Heidelberg                                |[0-5]%                      |[10-20]%                    |
|Italcementi                               |[20-30]%                    |[10-20]%                    |
|Oyak cement group                         |[5-10]%                     |[0-5]%                      |
|Soceram                                   |[5-10]%                     |[0-5]%                      |
|Soyak group                               |[0-5]%                      |[5-10]%                     |
|Others                                    |[5-10]%                     |[10-20]%                    |
|Total                                     |100%                        |100%                        |

    Source: Notifying Party, Form CO

    Table 52: Sales shares Medgidia catchment area

|Medgidia catchment area                   |150km                         |250km                    |
|Holcim                                    |[5-10]%                       |[20-30]%                 |
|Lafarge                                   |[40-50]%                      |[20-30]%                 |
|Combined                                  |[50-60]%                      |[40-50]%                 |
|Italcementi                               |[20-30]%                      |[10-20]%                 |
|Oyak cement group                         |[5-10]%                       |[0-5]%                   |
|Soceram                                   |[5-10]%                       |[0-5]%                   |
|Heidelberg                                |[0-5]%                        |[10-20]%                 |
|Soyak group                               |[0-5]%                        |[5-10]%                  |
|Others                                    |[5-10]%                       |[10-20]%                 |
|Total                                     |100%                          |100%                     |

    Source: Notifying Party, Form CO

220. The combined market shares of the Parties in all these catchment areas will range from [40-50]% to [70-80]%, with high increments.[163]

221. Second, the merger will reduce the number of producers in the relevant catchment areas either from four to three,  or  from  three  to  two,
    depending on the area and radius. Moreover, the majority of customers that responded to the market investigation indicated  only  Heidelberg
    as an alternative supplier to the merged entity in the relevant catchment areas.

222. Soceram was also mentioned by certain customers located in the south-east of Romania as an alternative supplier.[164] However,  due  to  its
    limited production capacities and the fact that it has just one production facility in south-eastern Romania, it can  be  considered  as  an
    alternative supplier to the merged entity only to a limited extent.

223. Third, importers do not exert significant competitive pressure on the Parties' activities.[165] This is because a number of factors such  as
    handling costs in the ports, custom formalities that are still required at customs, foreign currency exchange differences  and  road/ferries
    taxes have implications on delivery times, a key element for customers.[166] This is reflected in the  current  level  of  imports  of  grey
    cement in Romania which has slightly decreased over the last three years and represented only 2.5% of the total sales in 2013. In  addition,
    certain importers such as Ceminter International and Oyak Cement Group, are relatively unknown by customers or perceived as having  a  lower
    quality of cement.[167]

224. Another player, Italcementi, having an integrated plant in Bulgaria near the south-east border with Romania, is  rather  known  as  a  white
    cement producer.[168] Moreover, one customer said that it considered buying from it in the past but encountered  logistical  barriers.  This
    has also been confirmed by another customer, located in the south-east of Romania, who is buying only bulk cement and who cannot buy  cement
    from Italcementi due to the fact that for the moment the infrastructure between Romanian and Bulgaria in this part of the country  does  not
    make it possible to transport big volumes of grey cement over the Danube in a reasonable timeframe, as required by cement customers.[169]

225. Fourth, the markets in the relevant catchment areas appear relatively transparent, with suppliers being aware of each other's customers  and
    prices. One retailer observed that cement is sold "with a very low margin, any price change will reflect in the shelf price, this is why  it
    is very easy to see any price changes".[170]

11 Slovakia

226. Holcim is active in the manufacturing and sale of grey cement in Slovakia through its subsidiary Holcim (Slovensko)  a.s..  Holcim  has  two
    integrated plants in Slovakia: Rohožnik, which is located in Western Slovakia and Turna in the east of the  country.  Rohožnik  has  a  grey
    cement capacity of 1,506kt and Turna 1,508kt.

227. Lafarge has no production facilities in Slovakia. It does, however, sell some minimal amounts of grey cement ([0-5]% national  sales  share)
    from its production facilities in neighbouring countries to customers in Slovakia.

228. For the reasons set out in recitals 232 to 236, the Commission concludes that the Notified Transaction will raise serious doubts as  to  its
    compatibility with the internal market in relation to grey cement in the Rohožnik and Turna catchment areas in Slovakia.

229. First, the merged entity will have high market shares in the catchment areas of Rohožnik and, to a lesser extent, Turna in Slovakia, as  can
    be seen in Table 53 and Table 54.

    Table 53: Sales shares Rohožnik catchment area

|Rohožnik catchment area                   |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[10-20]%                  |
|Lafarge[171]                              |[20-30]%                  |[20-30]%                  |
|Combined                                  |[40-50]%                  |[30-40]%                  |
|Asamer                                    |[0-5]%                    |[0-5]%                    |
|Berger                                    |[5-10]%                   |[0-5]%                    |
|Buzzi                                     |[5-10]%                   |[5-10]%                   |
|Heidelberg                                |[20-30]%                  |[10-20]%                  |
|Heidelberg/Schwenk                        |[5-10]%                   |[5-10]%                   |
|Others                                    |[5-10]%                   |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 54: Sales shares Turna catchment area

|Turna catchment area                      |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[10-20]%                  |
|Lafarge                                   |[5-10]%                   |[10-20]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Heidelberg                                |[5-10]%                   |[10-20]%                  |
|Heidelberg/Schwenk                        |[20-30]%                  |[10-20]%                  |
|Buzzi                                     |[5-10]%                   |[5-10]%                   |
|CRH                                       |[10-20]%                  |[10-20]%                  |
|DTG                                       |[5-10]%                   |[0-5]%                    |
|Berger                                    |[5-10]%                   |[0-5]%                    |
|Others                                    |[5-10]%                   |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

230. Second, both in Slovakia as a whole (combined share [40-50]%: Holcim [40-50]%, Lafarge [0-5]%) as well as in the  Rohožnik  catchment  area,
    Holcim is currently the leading supplier with high sales shares.

231. Third, Lafarge has a minority stake of approximately [10-20]% in Berger Slovakia  (market  share  of  [10-20]%  in  Slovakia),  whose  plant
    (Považská Cementáren Ladce) is located about 100km from Holcim's Rohožnik plant, as well as a [20-30]% stake in  Považská  Cementáren  Ladce
    itself.[172] Even if the merged entity will not have a direct influence or control over Považská Cementáren Ladce, it will have an incentive
    to compete less aggressively with Považská Cementáren Ladce.  This  was  confirmed  by  certain  customers  that  responded  to  the  market
    investigation.[173]

232. Fourth, there is an overlap between Holcim's Rohožnik plant in Slovakia and Lafarge's Mannersdorf plant in Austria  which  is  discussed  in
    the Austrian section (Section V.1.3.3).

233. Fifth, certain customers that responded to the market investigation raised concerns with regard to the effects of the  Notified  Transaction
    in Slovakia.[174]

12 Spain

234. Holcim operates three integrated plants in southern Spain. Two of the integrated plants (Gador and Carboneras) are located in  the  province
    of Almeria while the third integrated plant (Jerez) is in the province of Cadiz. Gador and Carboneras are located within 60km of each  other
    and are run as a single facility by Holcim, though each has the capacity  and  infrastructure  to  operate  as  an  individual  facility  if
    required. In addition Holcim operates a grinding mill in Yeles[175] (province of Toledo) and a number of terminals.

235. Lafarge operates three integrated plants in Spain in the provinces of  Barcelona  (Moncada  plant),  Valencia  (Sagunto  plant)  and  Toledo
    (Villaluenga plant). It also operates two grinding stations in the provinces of Tarragona (Esfera plant[176])  and  Valladolid  (La  Parilla
    plant). Additionally, Lafarge operates a terminal in Cartagena (southern Spain) and owns a non-controlling  35%  shareholding  in  Elite,  a
    grinding station located in Castellon (north of province of Valencia).

236. The main areas of overlap between the Parties in grey cement in Spain relate to  their  activities  on  the  Mediterranean  coast  of  Spain
    (Levante and north-eastern Andalusia) and the central region of Spain (provinces of Toledo and Madrid).

    Figure 7 - Map of the Spanish grey cement facilities

[pic]
    Source: Form CO, paragraph 996

1 Mediterranean coast of Spain

237. In this area, Holcim serves customers from its two integrated plants in Gador and Carboneras and Lafarge is active  through  its  integrated
    plant in Sagunto (province of Valencia) and its terminal in Cartagena (province of Alicante).

238. For the reasons set out in recitals 242 to 243, the Commission concludes that the Notified Transaction will not raise serious doubts  as  to
    its compatibility with the internal market in relation to grey cement in the Gador, Carboneras, Sagunto and Cartagena catchment areas.

239. On the one hand, the merged entity will hold high market shares (above [60-70]%) in the 150 km radii around the plants of Gador,  Carboneras
    and the terminal of Cartagena with a significant overlap, as can be seen from Table 55 to Table 58. These shares will be lower in the 250 km
    radii around these plants given that these radii encompass provinces in western Andalusia where Lafarge is not present and other players are
    active. As regards the Sagunto plant, the combined market is [20-30]% for both radii of 150 km and 250 km, which is  indicative  of  a  more
    limited competitive impact of the Notified Transaction in these areas.

    Table 55: Sales shares (%) Carboneras catchment area

|Carboneras catchment area 2013            |150km                     |250km                     |
|Holcim                                    |[50-60]%                  |[30-40]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[50-60]%                  |[30-40]%                  |
|Cimentos de la Cruz                       |[10-20]%                  |[5-10]%                   |
|Cemex                                     |[5-10]%                   |[10-20]%                  |
|Italcementi                               |[5-10]%                   |[5-10]%                   |
|Colacem                                   |[5-10]%                   |[0-5]%                    |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 56: Sales shares (%) Gador catchment area

|Gador catchment area 2013                 |150km                     |250km                     |
|Holcim                                    |[50-60]%                  |[30-40]%                  |
|Lafarge                                   |[5-10]%                   |[5-10]%                   |
|Combined                                  |[50-60]%                  |[30-40]%                  |
|Italcementi                               |[10-20]%                  |[5-10]%                   |
|Cimentos de la Cruz                       |[10-20]%                  |[5-10]%                   |
|Cemex                                     |[0-5]%                    |[10-20]%                  |
|Cementos la Union                         |[0-5]%                    |[5-10]%                   |
|FCC Group                                 |[0-5]%                    |[5-10]%                   |
|Others                                    |[10-20]%                  |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 57: Sales shares (%) Sagunto catchment area

|Sagunto catchment area                    |150km                     |250km                     |
|Holcim                                    |[10-20]%                  |[10-20]%                  |
|Lafarge                                   |[10-20]%                  |[10-20]%                  |
|Combined                                  |[20-30]%                  |[20-30]%                  |
|Cemex                                     |[20-30]%                  |[20-30]%                  |
|Cementos la Union                         |[10-20]%                  |[10-20]%                  |
|Cementval                                 |[5-10]%                   |[5-10]%                   |
|Elite Cementos                            |[5-10]%                   |[0-5]%                    |
|FCC group                                 |[0-5]%                    |[10-20]%                  |
|Cementos Molins                           |[0-5]%                    |[5-10]%                   |
|Others                                    |[5-10]%                   |[10-20]%                  |
|Total                                     |100%                      |100%                      |

    Table 58: Sales shares (%) Cartagena catchment area

|Cartagena catchment area                  |150km                     |250km                     |
|Holcim                                    |[40-50]%                  |[30-40]%                  |
|Lafarge                                   |[5-10]%                   |[10-20]%                  |
|Combined                                  |[50-60]%                  |[40-50]%                  |
|Cimentos de la Cruz                       |[10-20]%                  |[5-10]%                   |
|Cemex                                     |[10-20]%                  |[10-20]%                  |
|Cementos la Union                         |[5-10]%                   |[5-10]%                   |
|Colacem                                   |[5-10]%                   |[0-5]%                    |
|Others                                    |[0-5]%                    |[10-20]%                  |
|Total                                     |100%                      |100%                      |

240. On the other hand, a majority of respondents to the market investigation submitted that the Mediterranean coast of  Spain  is  characterised
    by a significant number of players. On average, and although not all players have the same strength and geographic footprint, between 12 and
    14 cement producers are active in the area.[177] Certain respondents to the market investigation have also indicated that these local cement
    players have sufficient available capacity to offset any price increase by the merged entity post-transaction.[178]

2 Central Spain

241. In this area, Holcim serves customers from its grinding station in Yeles (province of Toledo) and Lafarge is active through  its  integrated
    plant in Villaluenga (province of Toledo).

242. For the reasons set out in recitals 246 and 247, the Commission concludes that the Notified Transaction will not raise serious doubts as  to
    its compatibility with the internal market in relation to grey cement in the Yeles and Villaluenga catchment areas

243. First, the merged entity will hold market shares above [30-40]% in the 150 km radii around the plants of Yeles and Villaluenga  and  between
    20 and 30% in the 250 km radii around these plants as can be seen from Table 59 and Table 60.

    Table 59: Sales shares (%) Yeles catchment area

|Fabrica Yeles catchment area 2013         |150km                     |250km                     |
|Holcim                                    |[10-20]%                  |[5-10]%                   |
|Lafarge                                   |[20-30]%                  |[10-20]%                  |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|FCC group                                 |[30-40]%                  |[20-30]%                  |
|Cemex                                     |[20-30]%                  |[10-20]%                  |
|Cementos Occidentales                     |[5-10]%                   |[0-5]%                    |
|Others                                    |[0-5]%                    |[20-30]%                  |
|Total                                     |100%                      |100%                      |

    Table 60: Sales shares (%) Fabrica Villaluenga catchment area

|Fabrica Villaluenga catchment area 2013   |150km                     |250km                     |
|Holcim                                    |[10-20]%                  |[10-20]%                  |
|Lafarge                                   |[20-30]%                  |[10-20]%                  |
|Combined                                  |[30-40]%                  |[20-30]%                  |
|FCC group                                 |[30-40]%                  |[20-30]%                  |
|Cemex                                     |[20-30]%                  |[10-20]%                  |
|Cementos Occidentale                      |[5-10]%                   |[0-5]%                    |
|Others                                    |[0-5]%                    |[20-30]%                  |
|Total                                     |100%                      |100%                      |

244. Second, a majority of respondents to the market investigation indicated that the central area of Spain is characterised by  a  large  number
    of players (8-9 in the 150 km radius, more than 20 in the 250 km radius). They also submitted that local cement  players  (such  as  Balboa,
    Barrero or  Cementos  Occidentales)  have  sufficient  available  capacity  to  offset  any  price  increase  by  the  merged  entity  post-
    transaction.[179]

3 Binding agreement between Holcim and Cemex

245. On 30 October 2014,[180] Holcim and Cemex announced that on 29 October 2014, they had entered into a binding  agreement  pursuant  to  which
    Cemex will purchase Holcim’s Gador cement plant and Yeles grinding station for a consideration of EUR 45 million in cash.  This  transaction
    is expected to close during the first quarter of 2015 and constitutes an adaptation of the series of transactions agreed by Holcim and Cemex
    in July 2013 by which Holcim agreed to acquire Cemex’s operations in Western Germany and Cemex agreed to take over Holcim’s  entire  cement,
    aggregates and RMX business in the Czech Republic and in Spain. The Commission has already  cleared  the  Spanish  part  of  the  series  of
    transactions between Holcim and Cemex in September 2014.[181]

246. The adapted terms are as follows. In Germany and the Czech Republic, the scope of the original transaction remains unchanged,  meaning  that
    Holcim will acquire Cemex’s operations in Western Germany while Cemex will take over Holcim’s business in  the  Czech  Republic.  In  Spain,
    Cemex will purchase Holcim’s Gador cement plant and Yeles grinding station, with a total of 1.75 million tonnes of  cement  capacity,  while
    Holcim will keep its remaining operations in Spain, which are intended to be merged with Lafarge's through the Notified Transaction.

247. As a result of the binding agreement, the full overlap between Holcim and Lafarge will be removed as regards the  areas  around  the  Yeles,
    Villaluenga and Sagunto plants. As regards the Gador, Carboneras and Cartagena areas, the transaction with Cemex leads to the elimination of
    more than the overlap since the merged entity will have a smaller market share than  Holcim  pre-merger  ([20-30]%  in  Gador,  [30-40]%  in
    Carboneras, [30-40]% in Cartagena). The binding agreement with Cemex therefore removes any potential serious doubts  linked  to  the  merger
    between Holcim and Lafarge, in the Gador, Carboneras, Sagunto, Yeles and Villaluenga catchment areas.

4 Other regions of Spain

248. Table 61 to Table 64 show the Parties’ market shares in the 150 km and 250 km radii around the Parties’  plants  in  the  other  regions  of
    Spain in 2013.

    Table 61: Sales shares (%) Jerez de la Frontera catchment area

|Jerez de la Frontera catchment area 2013  |150km                     |250km                     |
|Holcim                                    |[20-30]%                  |[10-20]%                  |
|Lafarge                                   |[0-5]%                    |[0-5]%                    |
|Combined                                  |[20-30]%                  |[10-20]%                  |

    Table 62: Sales shares (%) Esfera catchment area

|Esfera catchment area 2013                |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[10-20]%                  |[30-40]%                  |
|Combined                                  |[10-20]%                  |[30-40]%                  |

    Table 63: Sales shares (%) La Parrilla catchment area

|La Parrilla catchment area 2013           |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[10-20]%                  |[5-10]%                   |
|Combined                                  |[20-30]%                  |[10-20]%                  |

    Table 64: Sales shares (%) Montcada catchment area

|Montcada catchment area                   |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[20-30]%                  |[30-40]%                  |
|Combined                                  |[20-30]%                  |[30-40]%                  |

249. As can be seen from those tables, the Notified Transaction does not raise serious doubts as to its compatibility with  the  internal  market
    in relation to grey cement in the relevant catchment areas around the plants of Jerez, Moncada, Esfera. There are no overlaps (or limited to
    [0-5]%) around the Parties' plants of Jerez de la Frontera, Moncada and Esfera.

250. As can be seen from those tables, as regards the La Parilla catchment area, the combined market shares are low  (respectively  [20-30]%  for
    150 km and [10-20]% for 250 km) and several other sizable players are present in this area including the market leader CPV and Votorantim.

13 United Kingdom

251. Holcim is active in the UK through its subsidiary Aggregate Industries. Holcim has no cement production facilities in  the  UK  but  imports
    cement for its own downstream activities and for sale to third parties from its cement production facilities in other Member States.

252. Holcim operates a total of four import terminals for bulk cement in the UK (all of them located in Great Britain), three  terminals  on  the
    south-east coast, south coast and north-west coast of England and one terminal in Scotland.

    Table 65 – List of Holcim's cement facilities in the UK

|Location                                        |Type of facility                                                       |
|Chatham, South East                             |Import terminal                                                        |
|Plymouth, South West                            |Import terminal                                                        |
|Ellesmere Port, North West                      |Import terminal                                                        |
|Glasgow, Scotland                               |Import terminal                                                        |

     Source: Form CO, paragraph 1117

253. Holcim uses the majority of its cement imports internally for its own downstream activities. Holcim's sales of imports to third  parties  in
    the UK have increased between 2011 and 2013, however, both in absolute and relative terms. In 2013, Holcim sold a total of […] tons to third
    parties (equivalent to […] of its cement imports) up from […] tons in 2011 (equivalent to […] of its cement imports).[182]

254. Lafarge is active in the UK through its joint venture with Anglo American PLC called Lafarge Tarmac, which was formed in January  2013.[183]
    Lafarge Tarmac is the largest supplier of grey cement in the UK (national market share of [30-40]%) and has cement operations  in  virtually
    all of the UK. It operates a total of five integrated cement plants in the UK,  four  of  which  are  located  in  Great  Britain,  with  an
    additional cement packing plant as well as cement depots and terminals in different locations in Great Britain:

    Table 66 – List of Lafarge Tarmac's cement facilities in the UK

|Location                                        |Type of facility                                                       |
|Dunbar, Scotland                                |Integrated cement plant                                                |
|Cauldon, West Midlands                          |Integrated cement plant                                                |
|Tunstead, West Midlands                         |Integrated cement plant                                                |
|Aberthaw, Wales                                 |Integrated cement plant                                                |
|Cookstown, Northern Ireland                     |Integrated cement plant                                                |
|                                                |                                                                       |
|Barnstone, East Midlands                        |Cement packaging plant/ small grinding mill                            |
|                                                |                                                                       |
|Aberdeen, Scotland                              |Cement depot/ terminal                                                 |
|Inverness, Scotland                             |Cement depot/ terminal                                                 |
|Uddingston, Scotland                            |Cement depot/ terminal                                                 |
|Seaham, North East                              |Cement depot/ terminal with blending facilities                        |
|Carlisle, North West                            |Cement depot/ terminal                                                 |
|Leeds, Yorkshire and the Humber                 |Cement depot/ terminal                                                 |
|West Thurrock, East of England                  |Cement depot/ terminal with blending facilities[184]                   |
|Westbury, South West[185]                       |Cement depot/ terminal                                                 |
|Liskeard, South West                            |Cement depot/ terminal                                                 |
|Isle of Wight, South East                       |Cement depot/ terminal                                                 |
|Willesden, London                               |Cement depot/ terminal                                                 |
|                                                |                                                                       |
|Leith, Scotland                                 |Mothballed import terminal                                             |
|Northfleet, South East[186]                     |Import terminal                                                        |

    Source: Form CO, paragraphs 1123 and 1124

255. In addition to Lafarge there are three other domestic producers of grey cement in the  UK:  Heidelberg  through  its  subsidiary  Hanson  UK
    (national market share of [20-30]%), Cemex (national market share of [10-20]%) and Hope Construction Materials[187] which is a subsidiary of
    Mittal Investments Sarl (national market share of [5-10]%).

256. The grey cement activities of the Parties overlap only in Great Britain since Holcim is not present in Northern Ireland.

257. The assessment of the overlaps between the Parties' grey cement activities in Great Britain will be structured in two  parts:  (i)  Scotland
    and northern England; and (ii) other regions of Great Britain (central England; Wales and south-western England; and south-eastern England).

    Figure 8 – Map of UK cement facilities

                                                                    [pic][pic]

    Source: Notifying Party, Form CO, paragraph 1115, circles around the Parties cement facilities added by the Commission

1 Scotland and northern England

258. The overlaps in northern England and Scotland relate to the activities of Holcim at its import terminal in Glasgow  and  the  activities  of
    Lafarge at its integrated cement plant in Dunbar and several depots/terminals in Scotland and northern England.

259. For the reasons set out in recitals 263 to 267, the Commission considers that the Notified Transaction gives rise to serious  doubts  as  to
    its compatibility with the internal market in relation to grey cement in the Glasgow and Dunbar catchment areas.

260. First, the relevant catchment areas are characterised by the presence of relatively few cement suppliers, as can be seen from Table  67  and
    Table 68:

    Table 67: Sales shares Glasgow catchment area

|Glasgow catchment area                    |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[5-10]%                   |
|Lafarge                                   |[30-40]%                  |[40-50]%                  |
|Combined                                  |[40-50]%                  |[50-60]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Cemex                                     |[10-20]%                  |[10-20]%                  |
|CRH                                       |[0-5]%                    |[0-5]%                    |
|Hope Construction Materials               |[0-5]%                    |[5-10]%                   |
|Thomas Armstrong                          |[0-5]%                    |[0-5]%                    |
|Sherburn Minerals                         |[0-5]%                    |[0-5]%                    |
|Others                                    |--                        |[0-5]%                    |
|Total                                     |100%                      |103%                      |

    Source: Notifying Party, Form CO

    Table 68: Sales shares Dunbar plant catchment area

|Dunbar catchment area                     |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[40-50]%                  |[40-50]%                  |
|Combined                                  |[50-60]%                  |[40-50]%                  |
|Heidelberg                                |[10-20]%                  |[20-30]%                  |
|Cemex                                     |[10-20]%                  |[10-20]%                  |
|Sherburn Minerals                         |[0-5]%                    |[0-5]%                    |
|CRH                                       |[0-5]%                    |[0-5]%                    |
|Thomas Armstrong                          |[0-5]%                    |[0-5]%                    |
|Others                                    |[5-10]%                   |[5-10]%                   |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

261. Lafarge is the market leader in the relevant catchment areas with the only integrated cement  plant  in  Scotland.  The  closest  integrated
    cement plant is operated by Heidelberg in Clitheroe in Lancashire, North West of England. In  addition,  another  domestic  cement  producer
    Cemex operates an import terminal in Leith close to Edinburgh and  there  are  some  additional  smaller  import  operations.  The  relevant
    catchment areas are therefore concentrated with the three largest suppliers holding  a  market  share  of  [80-90]%  and  the  four  largest
    suppliers holding a market share of [90-100]%. Imports by companies such as CRH, Sherburn Minerals or Thomas Armstrong play only a  marginal
    role.

262. Second, certain customers and competitors of bulk grey cement that responded to the market investigation raised concerns  about  the  impact
    of the Notified Transaction in Scotland and the north of England.[188]

263. One customer explained that Holcim has been actively trying to acquire customers in Scotland at least over  the  last  two  years,  offering
    prices of approximately GBP 10 per ton below those offered by the large competitors Lafarge and Heidelberg. According to that customer,  the
    Notified Transaction will lead to a risk of price increases as Holcim has acted as a counter-balance to the larger suppliers in Scotland and
    northern England.[189]

264. Third, according to data provided by Holcim, Holcim has indeed increased the absolute volumes and percentage of sales made to third  parties
    over the last three years from […] tons ([…] of its imports) in 2011 to […] tons ([…] of its imports) in 2013.

2 Other regions of Great Britain

265. The overlaps in central England relate to the activities of Holcim at its import terminal in Ellesmere Port and the  activities  of  Lafarge
    at its integrated cement plants in Cauldon and Tunstead and additional depots/terminals in the region. The Parties'  market  shares  in  the
    relevant catchment areas are shown in Table 69 to Table 71.

    Table 69: Sales shares Ellesmere Port import terminal catchment area

|Ellesmere Port catchment area             |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[40-50]%                  |[40-50]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Hope Construction Materials               |[20-30]%                  |[10-20]%                  |
|Cemex                                     |[5-10]%                   |[10-20]%                  |
|Titan                                     |[0-5]%                    |[0-5]%                    |
|CRH                                       |[0-5]%                    |[0-5]%                    |
|FCC Group                                 |[0-5]%                    |[0-5]%                    |
|Others                                    |[0-5]%                    |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 70: Sales shares Cauldon plant catchment area

|Cauldon catchment area                    |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Cemex                                     |[10-20]%                  |[10-20]%                  |
|Hope Construction Materials               |[10-20]%                  |[5-10]%                   |
|CRH                                       |[0-5]%                    |[0-5]%                    |
|FCC Group                                 |[0-5]%                    |[0-5]%                    |
|Titan                                     |[0-5]%                    |[0-5]%                    |
|Others                                    |[0-5]%                    |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 71: Sales shares Tunstead plant catchment area

|Tunstead catchment area                   |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[40-50]%                  |[30-40]%                  |
|Heidelberg                                |[20-30]%                  |[20-30]%                  |
|Cemex                                     |[10-20]%                  |[10-20]%                  |
|Hope Construction Materials               |[10-20]%                  |[5-10]%                   |
|Titan                                     |[0-5]%                    |[0-5]%                    |
|CRH                                       |[0-5]%                    |[0-5]%                    |
|FCC Group                                 |[0-5]%                    |[0-5]%                    |
|Others                                    |[0-5]%                    |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

266. The overlaps in south-western England and Wales relate to the activities of Holcim at its import terminal in Plymouth and the activities  of
    Lafarge at its integrated cement plant in Aberthaw and additional depots/terminals in the region. The Parties' market shares in the relevant
    catchment areas are shown in Table 72 and Table 73.

    Table 72: Sales shares Plymouth catchment area

|Plymouth catchment area                   |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[40-50]%                  |[30-40]%                  |
|Combined                                  |[50-60]%                  |[40-50]%                  |
|Channel Cement                            |[10-20]%                  |[5-10]%                   |
|Cemex                                     |[10-20]%                  |[20-30]%                  |
|Heidelberg                                |[5-10]%                   |[20-30]%                  |
|CRH                                       |[5-10]%                   |[0-5]%                    |
|FCC Group                                 |[5-10]%                   |[0-5]%                    |
|Others                                    |--                        |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 73: Sales shares Aberthaw catchment area

|Aberthaw catchment area                   |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[40-50]%                  |[30-40]%                  |
|Cemex                                     |[20-30]%                  |[10-20]%                  |
|Heidelberg                                |[10-20]%                  |[20-30]%                  |
|CRH                                       |[5-10]%                   |[0-5]%                    |
|Channel Cement                            |[0-5]%                    |[0-5]%                    |
|FCC Group                                 |[5-10]%                   |[0-5]%                    |
|Hope Construction Materials               |[0-5]%                    |[5-10]%                   |
|Others                                    |[0-5]%                    |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

267. The overlaps in south-eastern England relate to the activities of Holcim at its import terminal in Chatham and the activities of Lafarge  at
    its import terminal in Northfleet and additional depots/terminals in the region. The Parties' market shares in the relevant catchment  areas
    are shown in Table 74 and Table 75.

    Table 74: Sales shares Chatham import terminal catchment area

|Chatham catchment area                    |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Cemex                                     |[20-30]%                  |[20-30]%                  |
|Heidelberg                                |[10-20]%                  |[20-30]%                  |
|Quinn                                     |[5-10]%                   |[0-5]%                    |
|CRH                                       |[5-10]%                   |[0-5]%                    |
|Brett Aggregates                          |[5-10]%                   |[0-5]%                    |
|FCC Group                                 |[0-5]%                    |[0-5]%                    |
|Titan                                     |[0-5]%                    |[0-5]%                    |
|Others                                    |[0-5]%                    |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

    Table 75: Sales shares Northfleet import terminal catchment area

|Northfleet catchment area                 |150km                     |250km                     |
|Holcim                                    |[0-5]%                    |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Cemex                                     |[20-30]%                  |[20-30]%                  |
|Heidelberg                                |[10-20]%                  |[20-30]%                  |
|Quinn                                     |[5-10]%                   |[0-5]%                    |
|CRH                                       |[5-10]%                   |[0-5]%                    |
|Brett Aggregates                          |[0-5]%                    |[0-5]%                    |
|FCC Group                                 |[0-5]%                    |[0-5]%                    |
|Titan                                     |[0-5]%                    |[0-5]%                    |
|Hope Construction Materials               |[0-5]%                    |[5-10]%                   |
|Others                                    |--                        |[0-5]%                    |
|Total                                     |100%                      |100%                      |

    Source: Notifying Party, Form CO

268. The market shares include both internal sales and external sales to third parties. Although Holcim has increased  its  overall  imports  and
    sales to third parties from the import terminals in Ellesmere Port, Plymouth and Chatham over the last three  years,  Holcim's  third  party
    sales of bulk cement remain limited, representing […]%, […]% and […]% of the imports  respectively  (total  third  party  sales  from  these
    terminals amounted to […] tons in 2013). Accordingly, Holcim is generally not perceived by customers and some competitors  as  an  important
    competitive force in grey cement in these areas.[190]

269. A limited number of customers and competitors contacted in the market investigation have raised concerns. However, such concerns  are  of  a
    general nature, relating to a general loss of competition that results from any  reduction  of  the  number  of  available  suppliers.  More
    detailed concerns raised relate to the effect on competition across the supply chain from cement supply to the end user  but  do  not  refer
    explicitly to the competitive situation in cement as such.[191]

270. The overlaps between the Parties' activities in ready-mix concrete, aggregates, and screed in the  UK  raise  serious  doubts  as  to  their
    compatibility with the internal market as will be discussed in sections VI.2, VI.3 and VI.7.4. The  divestments  required  to  remove  those
    serious doubts relate to businesses that rely on established internal supplies of grey cement. In order  to  ensure  the  viability  of  the
    required divestments, those internal supplies of grey cement have to be divested as well. Therefore, the Commission leaves open whether  the
    overlaps between the Parties' activities in central England, Wales, south-western England and south-eastern England raise serious doubts  as
    to their compatibility with the internal market.

3 Conclusion on the grey cement overlaps in the UK

271. For the reasons set out above, the Commission finds that the Notified Transaction raises serious doubts as to  its  compatibility  with  the
    internal market in relation to grey cement in the relevant catchment areas around the Parties' grey cement facilities in Dunbar and Glasgow.
    The Commission does not have to find, however, whether the Parties' overlaps in grey cement in central England, Wales, south-western England
    and south-eastern England lead to serious doubts as such since their divestment is necessary to ensure  the  viability  of  the  divestments
    required to remove serious doubts in the ready-mix concrete and aggregates markets.

4 Conclusion on grey cement

272. The Commission finds that the Notified Transaction raises serious doubts as to its compatibility with the internal  market  in  relation  to
    grey cement in the relevant catchment areas in:

     – eastern Austria;

     – the Czech Republic;

     – north-western France, western France and eastern France;

     – Réunion;

     – south-western Germany, western Germany and central Germany;

     – Hungary;

     – Romania;

     – Slovakia;

     – Scotland and northern England.

2 READY-MIX CONCRETE

1 Relevant product market definition

273. Ready-Mix Concrete (hereinafter referred to 'RMX') is an industrially manufactured product  constituted  by  a  blend  of  aggregates,  grey
    cement, water and additives.[192] RMX is produced in a freshly mixed and unhardened  state,  and  delivered  to  a  construction  site.  RMX
    hardens, and thus needs to be used within a short period of time (one to two hours).

274. There are different specifications of RMX that correspond to different composition (mixes of the components), which can also be  customised.
    RMX can be produced at fixed or mobile plants, and then transported. Alternatively, the different components can be  transported  separately
    in volumetric trucks, then mixed on site.

1 Past decisional practice

275. In past decisions, the Commission has consistently considered RMX as a single, distinct product market.[193]

2 The Notifying Party's arguments

276. In line with this practice, the Notifying Party submits that all specifications of RMX are part of the same  product  market.[194]  This  is
    due to the fact that all inputs are typically used at any plant, and a producer can manufacture any specification, with the  few  exceptions
    given by patent-protected products. The  Notifying  Party  also  submits  that  the  same  product  market  encompasses  RMX  specifications
    irrespective of whether they are supplied through fixed and mobile plants, or by volumetric trucks.[195]

3 Responses to the market investigation

277. Customers that responded to the market investigation indicated that their choice for a fixed or mobile  plant  or  for  a  volumetric  truck
    depends on the location of RMX facilities and on the size of the project, i.e. quantities to be supplied. For  instance,  volumetric  trucks
    are ill-suited to supply big quantities, while the set-up of mobile plants is a preferred choice for construction  sites  of  a  significant
    size.[196] As for competitors that responded to the market investigation, they generally indicated that there  is  a  sufficient  degree  of
    supply-side substitutability, with few barriers to the set-up of mobile plants or to supply through volumetric trucks.[197]

4 Conclusion on the relevant product market

278. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that RMX constitutes a single distinct product market for the purpose of the Notified Transaction.

2 Relevant geographic market definition

279. RMX hardens within one to two hours. This time determines the maximum distance over which it can be transported once it is produced.

1 Past decisional practice

280. In past decisions, the Commission considered but left open a radius of 15-40 km around a production site.[198] In its most recent  decision,
    the Commission considered that the appropriate geographic market over which RMX needs to be assessed is a radius of 25 km.[199]

2 The Notifying Party's arguments

281. The Notifying Party submits that due to topography, population density and transport features, the precise geographic dimension  of  an  RMX
    catchment area may vary. It considers, however, a distance of 25 km to be sufficiently representative.[200]

3 Responses to the market investigation

282. Customers that responded to the market investigation indicated that there are certain circumstances, such as climatic conditions,  available
    road connections and traffic congestion, which can have an impact on the distance from which they can source  and  transport  RMX.[201]  The
    maximum distance to which RMX can be supplied is rarely above 50 km. As for competitors that responded to  the  market  investigation,  they
    highlighted that, irrespective of the maximum distance to which RMX can be supplied, high  percentages  of  their  production  is  delivered
    within 25 km from their production sites (above [80-90]%, and in many cases above [90-100]%), with little remaining volumes delivered beyond
    this distance.[202]

4 Conclusion on the relevant geographic market

283. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that the relevant geographic market is a radius of 25 km around each RMX plant for the purpose of the Notified Transaction.

3 Competitive assessment

284. The Parties are active through RMX plants in a number of contracting parties to the EEA Agreement. The table below summarises the number  of
    plants owned by each Party in those contracting parties to the EEA Agreement where they have RMX operations and the number of overlaps.[203]

[pic]

285. For the purposes of the assessment, the situation in each of these countries will be considered separately.

1 Methodology for the calculation of market shares

286. The competitive assessment is carried out on the basis of the plant-centred approach.[204] Production shares serving as a proxy  for  market
    shares are calculated as follows:

           • To estimate an RMX site's sales in a catchment area, production figures are used as a proxy for a site's  sales  into  a  catchment
             area. The analysis assumes that production is sold uniformly in a radius of 50km around the site's location.[205]

           • In general, local RMX demand is estimated by breaking down national (or subnational) RMX consumption,  and  calculating  per-capita
             consumption.[206] A dataset (NASA) is used to estimate the population size  around  each  plant.  Local  demand  is  calculated  by
             multiplying local population by national (or subnational) per capita consumption.

2 France (Métropole)

287. Lafarge is present in France with 269 RMX plants, whereas Holcim is present with 137 plants. These plants produce a total of  393  overlaps.
    Of these sites, there are 109  affected  catchment  areas  with  combined  production  shares  of  more  than  [20-30]%  and  a  post-merger
    increment.[207]

288. For the reasons set out in recitals 292 to, 293 the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to RMX in France (Métropole).

289. First, the merged entity will have high market shares in certain affected catchment areas. In 46 cases, the combined  market  share  reached
    in the catchment area around an RMX plant will exceed 35%, with an increment of at least 1%. In 26 cases, the combined  market  shares  will
    even exceed [50-60]%; these areas are in particular the catchment areas around Holcim's RMX plants in Beauvais ([70-80]%), Cergy ([50-60]%),
    Chatillon sur Seine ([60-70]%), Cheny ([50-60]%), Clermont ([50-60]%), Compiegne ([50-60]%), Gaillon ([50-60]%), Isles  les  Villenoy  ([60-
    70]%), Montbard ([80-90]%), Nogent ([100-110]%)[208], Pons et Marais ([60-70]%), St Soupplets ([80-90]%); and  the  catchment  areas  around
    Lafarge's RMX plants in Bernières ([50-60]%), Chanas ([60-70]%), Charny ([50-60]%), Gisors ([60-70]%), Gron  ([60-70]%),  Gurgy  ([50-60]%),
    Malesherbes ([50-60]%), Moreac ([60-70]%), Nesles ([50-60]%), Ploermel ([60-70]%), St Maximin ([110-120]%),  St  Meen  ([50-60]%),  Tonnerre
    ([60-70]%), Troissereux ([70-80]%).

290. Second, certain customers that responded to the market investigation, particularly customers of both Holcim and  Lafarge,[209]  pointed  out
    that the merger will lead to a high concentration of the RMX business in certain regions of France. Customers indicated  in  particular  the
    Paris region (Ile-de-France) as a potential area of concern. The view that the Notified Transaction will have an impact on  RMX  markets  in
    France was also expressed by some competitors that responded to the market investigation.[210]

3 France (Réunion)

291. In Réunion, Lafarge operates four RMX plants, while Holcim operates five plants.

292. Due to the size of Réunion, a radius of 25 km around any plant captures most other plants. Overall, as illustrated by  the  below  map,  all
    RMX plants in Réunion are captured by a radius of less than 35 km from the  centre  of  the  island.  Production  shares  can  therefore  be
    calculated by counting all plants on the island.[211]

    [pic]

293. For the reasons set out in recitals 297 to 298, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to RMX in Réunion.

294. First, the merged entity will have high market shares. Holcim has a production share of [30-40]%, while Lafarge has a  production  share  of
    [30-40]%. The merged entity's combined production share will thus amount to [60-70]%.

295. Second, customers that responded to the market investigation[212] and who  are  customers  of  both  Parties  indicated  that  the  Notified
    Transaction will have an impact on competition because it will reduce the number of RMX suppliers on the island.

4 Romania

296. Both Lafarge and Holcim are present in Romania with 17 RMX plants each. These plants produce a total number of 42  overlaps.  There  are  20
    affected catchment areas with a combined production shares of more than [20-30]% and a post-merger increment.[213]

297. For the reasons set out in recitals 301 to 302, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to RMX in Romania.

298. First, the merged entity will have high market shares in certain affected catchment areas. In 15 cases, the combined  market  share  reached
    in the catchment area around an RMX plant will exceed 35%, with an increment of at least 1%. In 3 cases, the  combined  market  shares  will
    exceed [50-60]%; these areas are the catchment areas around Holcim's RMX plants in Cluj 1 and 2 ([50-60]% and [50-60]%)  and  the  catchment
    area around Lafarge's RMX plant in Plevnei ([50-60]%).

299. Second, certain customers that responded to the market investigation[214] expressed concerns about the impact of the  proposed  transaction.
    Similar concerns were voiced by a competitor that is not vertically integrated.[215]

5 United Kingdom

300. Lafarge is present in the UK through its Lafarge Tarmac joint venture,  which  operates  93  RMX  plants.  Holcim,  through  its  subsidiary
    Aggregate Industries, has 90 RMX plants. These plants produce a total of 548 overlaps. Of these sites,  there  are  129  affected  catchment
    areas with combined production shares of more than [20-30]% and a post-merger increment.[216]

301. For the reasons set out in recitals 305 to 306, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to RMX in the UK.

302. First, the merged entity will have high market shares in certain affected catchment areas. In 66 cases, the combined production  share  will
    exceed 35%, with an increment of at least 1%. In 19 cases, the combined market shares will exceed [50-60]%; these areas  are  in  particular
    the catchment areas around Holcim's RMX plants in Barrow ([90-100]%), Bow ([50-60]%), Callander ([60-70]%),  Denham  ([50-60]%),  Harlington
    ([50-60]%), Harlow ([70-80]%), Heathrow ([50-60]%), Hornsey ([50-60]%), Lancaster ([50-60]%), Watford ([50-60]%); and  the  catchment  areas
    around Lafarge's RMX plants of Carnforth Concrete ([50-60]%), Euromix East London – Silvertown  ([50-60]%),  Grantham  Concrete  ([50-60]%),
    Harper Lane Readymix ([50-60]%), Kings Cross Concrete ([50-60]%), Newark Concrete ([50-60]%), Swadlincote Concrete  ([50-60]%),  Thurrock  –
    Euromix ([50-60]%), Tyttenhanger Readymix ([50-60]%).

303. Second, customers that responded to the market investigation and who  are  customers  of  both  Parties[217]  indicated  that  the  Notified
    Transaction will have an impact in several catchment areas as the Parties have a widespread coverage of Great Britain with their RMX plants,
    and there will be a reduction in the number of competitors. A majority of competitors that responded to the market  investigation[218]  also
    pointed out that the Notified Transaction will result in a stronger position for  the  Parties  in  several  areas  of  Great  Britain.  The
    reduction of the number of RMX suppliers will also affect the London area.

6 Spain

304. Lafarge is present in Spain with 58 RMX plants, while Holcim operates 51 plants. The activities of the Parties generate 93 overlaps.

305. For the reasons set out in recitals 309 to 311, the Commission finds that as to its compatibility with the internal market  in  relation  to
    RMX in Spain.

306. First, of these 93 overlaps, there will be only 3 affected catchment areas with combined production shares of more than [20-30]% and a post-
    merger increment.[219] These areas will be the catchment areas around Holcim's RMX plants in Constantì ([20-30]%), and Polop ([20-30]%); and
    the catchment area around Lafarge's RMX plants in Perafort ([20-30]%).

307. Second, within the three affected catchment areas, the combined market shares will be below [30-40]% in Constantì, Polop and Perafort,  with
    a limited increment (between [0-5]% for Polop to [5-10]% for Perafort).

308. Third, a large majority of the respondents to the market investigation[220] indicated that they do not expect the  Notified  Transaction  to
    have any impact on competition in the catchment areas.

7 Germany and Poland

309. In Germany, Holcim operates 78 RMX plants, whereas Lafarge only operates 2. In Poland, Holcim is not present, while Lafarge operates 37  RMX
    plants. The Parties' activities in these two countries overlap in the cross border area around Holcim's RMX plant in Eggesin (Germany) [221]
    and Lafarge's RMX plants in Szczecin – Chmielewskiego and Szczecin – Tama (Poland).[222]

310. For the reasons set out in recitals 314 and 315, the Commission finds that the Notified Transaction does not raise serious doubts as to  its
    compatibility with the internal market in relation to RMX in Germany and Poland.

311. First, the only affected catchment area where the combined market shares of the Parties  will  exceed  [20-30]%  will  be  the  area  around
    Holcim's plant in Eggesin ([30-40]%).

312. Second, the increment in production shares determined by the Notified Transaction ([0-5]%) will not bring about  any  material  increase  in
    market power or affect competitive dynamics in the area of Eggesin.[223] This was confirmed by the few market participants that responded to
    the market investigation. Only one of the two responding competitors indicated that the transaction may have an impact on  competition.[224]
    The only German customer[225] that responded also indicated that no impact is to be expected from the transaction.

4 Substantial part of the internal market.

313. Pursuant to the case-law of the Union Courts, the territory of an entire Member State constitutes a substantial part of the internal  market
    regardless of its size.[226] A part of the territory of a Member State can also constitute a substantial part of the  internal  market.[227]
    The same applies regarding what constitutes a substantial part of the territory covered by the EEA Agreement.

314. In that regard, in past decisions, the Commission has considered that a part of  or  a  region  within  a  Member  State  can  constitute  a
    substantial part of the internal market on its own, in so far as its overall economic relevance is substantial enough. This may be the  case
    where the volume of production and demand is higher or equal to other Member States[228] or the region’s population is higher  or  equal  to
    the population of other Member States.[229] Other relevant factors include the economic importance of the territory concerned, the volume of
    cross-border trade or general geographic factors.[230]

315. In this case, the Notified Transaction raises serious doubts with respect to a significant  portion  of  the  territory  of  several  Member
    States, including metropolitan areas such as the London area, the Paris-Ile de France area and the Bucharest area. The Notified  Transaction
    also raises serious doubts in relation to the entire territory of Réunion, an island which covers some 2 500 km2 and  has  a  population  of
    more than 800 000 inhabitants.

316. Considering the size of these markets taken together relative to the internal market, the Commission concludes that they form a  substantial
    part of the internal market.

5 Conclusion on RMX

317. For the above reasons, the Commission finds that the Notified Transaction raises serious doubts as to its compatibility  with  the  internal
    market in relation to RMX in the relevant catchment areas in France (Métropole and Réunion), Romania and the UK.

318. The Commission also concludes that the Notified Transaction does not raise serious doubts as to its compatibility with the  internal  market
    in relation to RMX in the relevant catchment areas in Spain and around Holcim's Eggesin plant in Germany.

3 Aggregates

1 Relevant product market definition

319. Aggregates are used as base materials in the construction of roads, buildings and other infrastructure, as well as  raw  materials  used  to
    make products such as concrete, asphalt, and mortar. They may be (i) quarried from  land  and  dredged  from  the  sea  (together,  “primary
    aggregates”); (ii) obtained from the waste products of other mining or industrial activities (“secondary  aggregates”);  or  (iii)  obtained
    from recycled sources such as demolition sites and construction waste (“recycled aggregates”). They are typically used in construction. They
    are also supplied for specialist uses such as railway ballast.[231]

1 Past decisional practice

320. In past decisions the Commission has considered aggregates  as  a  single,  separate  product  market.[232]  Moreover,  the  Commission  has
    considered, but ultimately left open, a further segmentation between (i) primary  aggregates  (crushed  rock,  gravel  and  sand)  and  (ii)
    secondary / recycled aggregates (such as colliery and china  clay  waste,  slate,  power  station  ash,  slags  and  demolition/construction
    waste).[233]

321. The UK Competition Commission has also recently defined one product market for these types of aggregates in its  market  investigation  into
    the UK building materials markets, in particular for reasons of demand-side  substitutability.[234]  In  an  earlier  merger  decision,  the
    Competition Commission defined a separate product market for primary aggregates.[235]

322. Within the primary aggregates category, the Commission has also considered in past decisions but left open  a  further  distinction  between
    (i) sand and gravel and (ii) crushed rock.[236] The Commission has noted a certain lack of demand-side substitutability because  the  choice
    between crushed rock or  sand  and  gravel  is  largely  influenced  by  geology  and  availability  for  ready-mix  concrete  and  concrete
    production.[237]

323. As regards specialist aggregates,  the  UK  Competition  Commission  considered  that  these  constitute  a  separate  product  market  from
    construction aggregates. The UK Competition Commission also considered that there may be separate sub-markets for  the  different  types  of
    specialist aggregates due to limited demand-side and supply-side substitution.[238]

2  The Notifying Party’s arguments

324. The Notifying Party submits that construction aggregates generally constitute one single product market. It refers  to  the  UK  Competition
    Commission's report[239] which recently found that primary and secondary construction aggregates form part of the same products market.[240]

325. Moreover, the Notifying Party points to a steady growth in the use of recycled and secondary aggregates  due  to  more  efficient  recycling
    technologies, various government initiatives and changes in product specifications that will allow for greater use of secondary or  recycled
    aggregates[241] as substitutes for primary aggregates.

326. The Notifying Party further submits that there are also specific types of primary aggregates for certain specialist  applications,  such  as
    (i) rail ballast, a type of crushed rock aggregate used as a bedding material underneath railway tracks, (ii) high-purity limestone,  mostly
    used in industrial applications, and (iii) high polished stone value (‘PSV’) aggregates which are derived from  crushed  rock  or  sand  and
    gravel sources and which are used for asphalt road surfacing.

327. In any event, the Notifying Party submits that the precise product market definition for  aggregates  can  be  left  open  as  the  Notified
    Transaction does not give rise to serious doubts irrespective of the precise delineation of the relevant product market.

3 Responses to the market investigation

328. As regards potential sub-markets for construction aggregates,certain customers that responded to the  market  investigation  indicated  that
    they can use the different products interchangeably whereas a larger group  of  customers  stressed  that  demand-side  substitutability  is
    limited as specific types of aggregates will be required for specific types of applications.[242]

329. As for competitors that responded to the market investigation, they explained that the use of specific types of aggregates may  be  required
    in the contracts with customers. For example certain specifications prohibit the use of recycled aggregates or  marine-won  aggregates.[243]
    Competitors also generally confirmed that there appears to be significant variation as to the degree of substitutability  between  different
    types of aggregates depending on the specific end use.[244]

4 Conclusion on product market definition

330. For the purpose of the assessment of the Notified Transaction, the exact market definition can be left open as  the  competitive  assessment
    remains the same under any plausible market definition.

331. In light, however, of the previous decisional practice in the United Kingdom,  the  Commission  will  assess  the  impact  of  the  Notified
    Transaction in specialist aggregates, which only relate to the United Kingdom, separately from the overlaps in construction aggregates.

2 Relevant geographic market definition

1 Past decisional practice

332. In past decisions, the Commission has considered the aggregates market to be local/regional[245] or at most national[246] in scope  and  has
    retained a radius of 50 to 80 km depending on the particularities of the areas concerned.[247] This is due to the fact that  aggregates  are
    heavy and voluminous products with significant transport costs.

333. As regards specialist aggregates, the UK Competition Commission has in the past analysed the markets for certain  specialist  aggregates  at
    the national level.[248]

2 The Notifying Party's arguments

334. The Notifying Party submits that a regional market with a 50km radius around each production site is the most appropriate geographic  market
    for construction aggregates, principally because of the impact of transportation costs in  the  aggregates  industry.  The  Notifying  Party
    estimates that it delivers 80-90% of its volume of sales within a 50km distance of its aggregates quarries in the EEA.[249]

335. The Notifying Party also explains that there are two exceptions where its delivery distances for construction aggregates are longer.  First,
    in so-called ‘urban sprawl’ areas the lack of available space for  quarrying  necessitates  the  transportation  of  materials  over  longer
    distances by truck, rail and barge up to 150-250km. Second, two large costal quarries of Holcim […] supply […] overseas ports by ship over a
    distance of approximately […] km.[250]

336. In respect of specialist aggregates, notably rail ballast and high PSV aggregates, the Notifying Party submits that  the  assessment  should
    be done at national level. According to the Notifying Party, demand is spread broadly and unevenly across each Member State, and the Parties
    transport rail ballast and high PSV aggregates in the UK across distances of 150-300km.[251]

3 Responses to the market investigation

337. As regards construction aggregates, respondents to the market investigation indicated that the proximity of  a  customer  to  an  aggregates
    quarry will have a significant impact on costs of supply due to transport costs. Hence, it is more  economic  for  aggregates  customers  to
    purchase from quarries at a distance of up to 50 to 80 km as opposed to transporting materials beyond that  distance.[252]  Aggregates  that
    use rail transportation will generally be able to travel further distances than aggregates that are delivered solely by road vehicles[253].

338. Respondents to the market investigation also indicated maximum delivery distances tend to go up to 100 km or in some cases above  150km,  in
    particular if a specialised product is required. The majority of aggregates will, however, be  bought  within  a  radius  of  less  than  80
    km.[254] The market investigation provided some evidence that the 50 to 80 km radii also include cross-border areas due to the  commoditised
    nature of the product.[255] The two deviations from Holcim's general delivery distances in aggregates, relating to urban  sprawl  areas  and
    overseas supplies, are atypical and form only a small part of Holcim's aggregates activities in the EEA.

339. Finally, respondents to the market investigation stated that specialist aggregates are supplied over longer distances.[256]

4 Conclusion on geographic market definition

340. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that assessing the local construction aggregates markets within a radius of 50-80km in line with its previous decisional  practice
    is appropriate in this case. In the case of Réunion, the relevant geographic market encompasses the entire island.[257]

341. In the light of the previous decisional practice in the United Kingdom, the Commission will  assess  the  Parties'  overlaps  in  specialist
    aggregates, which only relate to the United Kingdom, at the national level.

3 Competitive assessment

1 The Parties' activities

342. Table 76 lists the number of aggregates quarries operated by each Party in the EEA. The fourth column lists the number of Holcim or  Lafarge
    quarries that compete with each other within a 100km radius (i.e. two overlapping 50km catchment areas).

    Table 76: Parties' aggregates quarries (EEA countries where both Parties have quarries in bold)[258]

    [pic]
    Source: Form CO, paragraph 1331

343. The Parties' activities in aggregates thus overlap in: (i) France (Métropole); (ii) France (Réunion); (iii) Romania; (iv)  the  UK  and  (v)
    Spain. There are additional minor cross-border overlaps between the Parties' aggregates activities in the border regions of (i) Belgium  and
    France, (ii) Germany, Poland and the Czech Republic and (iii) Hungary and Slovakia.

344. As regards specialist aggregates, the Parties' activities overlap only with respect to rail ballast and high PSV aggregates in the UK.

2 Methodology for the calculation of market shares

345. The competitive assessment for the regional markets is carried out on the basis  of  the  quarry-centred  approach.[259]  Production  shares
    serving as a proxy for market shares are calculated as follows:

           • To estimate an aggregates' quarry sales in a catchment area, production figures are used as a proxy for a  quarry’s  sales  into  a
             catchment area. The analysis assumes that production is sold uniformly in a radius of 50km around the quarry’s location.[260]

           • In general, local aggregates demand is estimated by breaking down national (or subnational) aggregates consumption, and calculating
             per-capita consumption. A dataset (NASA) is used to estimate the population size around each plant. Local demand is  calculated  by
             multiplying the local population size by the national (or sub-national) per capita consumption.

3 France (Métropole)

346. Holcim operates 62 aggregates quarries in France whereas Lafarge operates 127 aggregates quarries  leading  to  a  total  of  64  aggregates
    quarries with overlaps. Figure 9 illustrates that the overlaps are concentrated  in  the  north-eastern  part  of  France,  particularly  in
    Burgundy, Centre, Île-de-France, Picardy, Nord-Pas-de-Calais, Champagne-Ardenne, Franche-Comté and Auvergne.

    Figure 9 – Overlaps of aggregates sites in France
    [pic]
    Source: Notifying Party, submitted on 28 May 2014

347. For the reasons set out in recitals 351 to 352, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to aggregates in France.

348. First, the merged entity will have high market shares in certain affected catchment areas. In 32 out of the 64 catchment areas  involved  in
    an overlap the combined production share of the Parties are above 35% with an increment of more than 1%.[261] The combined market shares are
    above [50-60]% in 24 of those catchment areas.

349. Second, certain respondents to the market investigation stated that the Notified Transaction could affect competition in aggregates in  some
    affected catchment areas. For example, certain aggregates customers and competitors indicated that the Notified  Transaction  will  lead  to
    increased consolidation of the aggregates markets in France, thereby increasing barriers to expansion and entry.[262]

4 Réunion

350. Holcim and Lafarge each operate three aggregates quarries in Réunion. Figure 10 illustrates that overlaps in  Réunion  are  concentrated  on
    all parts of the coast of Réunion, except for the south-eastern part of the island.

    Figure 10 – Overlaps of aggregates sites in Réunion (Aggregates quarries are marked with a star sign)

    [pic]
    Source: Notifying Party, Form RM

351. For the reasons set out in recitals 355 to 356, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to aggregates in Réunion.

352. First, the merged entity will have high market shares. The Parties' combined production shares in aggregates in Réunion amount to  [40-50]%.

353. Second, certain customers and competitors that responded to the market investigation expressed the concern  that  the  Notified  Transaction
    will create a market leader with a significant position on the island and will thus reduce the level of competition.[263]  In  view  of  the
    particularities related to the insularity of Réunion, competition in the aggregates market is already limited and customers  therefore  fear
    that the Notified Transaction will lead to price increases.[264]

5 Romania

354. Holcim operates 3 aggregates quarries in Romania while Lafarge operates 25  aggregates  quarries  in  Romania  leading  to  a  total  of  12
    aggregates quarries with overlaps. Figure 11 illustrates that the Notified Transaction will result in a concentration  of  overlaps  in  the
    south of Romania, notably in the region around Bucharest, in the north east and in the centre.

    Figure 11 – Overlaps of aggregates sites in Romania

                                                                                                                                            [pic]
    Source: Notifying Party, submitted on 28 May 2014

355. For the reasons set out in recitals 359 to 360, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to aggregates in Romania.

356. First, the merged entity will have high market shares in certain affected catchment areas. In six of the overlapping  catchment  areas,  the
    combined production share of the Parties will be above 35% with an increment of 1%. The combined production share will be above [50-60]%  in
    two affected catchment areas (Boureni in the north-east and Fusea close to Bucharest).

357. Second, respondents to the market investigation provided evidence that Holcim  and  Lafarge  are  perceived  as  the  two  major  aggregates
    suppliers in central Romania and in the area around Bucharest.[265] Certain aggregates customers in Romania also indicated that the Notified
    Transaction will have a negative impact on their business and the aggregates market in general.[266]

6 United Kingdom

1 Construction aggregates

358. Holcim operates 80 aggregates quarries in the UK while Lafarge operates 214 aggregates quarries  in  Romania  leading  to  a  total  of  281
    aggregates quarries with overlaps. Figure 12 illustrates that the Notified Transaction will lead to overlaps in almost all parts of the  UK,
    particularly in the East Midlands, East Anglia, and the north-west.

    Figure 12 – Overlaps of aggregates sites in the UK

    [pic]
    Source: Notifying Party, submitted on 28 May 2014

359. For the reasons set out in recitals 363 to 364, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to construction aggregates in the UK.

360. First, the merged entity will have high market shares in certain affected catchment areas. In 164 out of 281 catchment areas in an  overlap,
    the combined production share of the Parties will be above 35% with an increment of 1% and in 137 with an increment of more than [5-10]%. In
    118 catchment areas, the combined production share will be above [50-60]%, often approaching [90-100]% production shares.[267]

361. Second, certain aggregates customers and competitors in the UK  that  responded  to  the  market  investigation  stated  that  the  Notified
    Transaction will have a negative impact on their business or the aggregates markets in general. Respondents notably expressed concerns  that
    the Notified Transaction will remove an important competitor and therefore reduce competition.[268]

2 Specialist aggregates

362. The Parties' activities in specialist aggregates in the UK overlap with respect to rail ballast and high PSV aggregates.

363. For the reasons set out in recitals 367 to 368, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to specialist aggregates in the UK.

364. First, the merged entity will have high market shares. The Parties' market share for rail ballast in the UK will be [40-50]%  (Lafarge  [30-
    40]%; Holcim [10-20]%) and the Parties' market share for high PSV aggregates in the UK will be [50-60]% (Lafarge [40-50]%; Holcim [10-20]%).

365. Second, the UK Competition Commission found in 2012 that there are only a few suppliers of rail ballast and relatively few  shipping  points
    (that is to say quarries or depots) in the UK. According to the  UK  Competition  Commission,  the  main  competitors  to  the  Parties  are
    Heidelberg/Hanson[269] and Cemex. The UK Competition Commission also found that supply to the main customer Network  Rail,  which  accounted
    for 99% of the purchases in the UK, had become more concentrated between 2002 and 2012.[270]

7 Belgian/French border region, German/Polish/Czech border region, Hungarian/Slovakian border region and Spain

366. For the reasons set out in recitals 370 to 372, the Commission finds that the Notified Transaction does not raise serious doubts as  to  its
    compatibility with the internal market in relation to aggregates in the Belgian/French border  region,  German/Polish/Czech  border  region,
    Hungarian/Slovakian border region and in Spain.

367. First, in the Belgian/French, German/Polish/Czech and Hungarian/Slovakian border regions and in  Spain,  the  Parties’  combined  production
    shares in all but four of the overlapping catchment areas will be less than [20-30]%.[271]

368. Second, in two of the four areas where the Parties’ combined production shares will exceed [20-30]%, the market  share  increments  will  be
    less than [0-5]%: (i) in Santa Cruz in Spain (combined production shares of [20-30]% increment of less  than  [0-5]%)  and  (ii) Sulikow  in
    Poland (combined production share of [20-30]% with an increment of [0-5]%).

369. Third, in the two catchment areas where the increment will be above [0-5]% (Leffe in Belgium: combined production share of [20-30]% with  an
    increment of [5-10]%, and Givet Carrière in France: combined production share of [20-30]% with an increment of [5-10]%), the majority of the
    customers and competitors contacted in those areas did not raise substantiated competition concerns.[272] A minority of  market  respondents
    also stated that a sufficient number of alternative suppliers will remain in the relevant catchment areas.

4 Substantial part of the internal market

370. Pursuant to the case-law of the European Courts the territory of an entire Member State constitutes  a  substantial  part  of  the  internal
    market regardless of its size.[273] The European Courts have also found that a part of the territory of a  Member  State  can  constitute  a
    substantial part of the internal market.[274]

371. The Commission has previously considered that a part of or a region within a Member State can constitute a substantial part of the  internal
    market on its own, in so far as its overall economic relevance is substantial enough. This may be the case where the  volume  of  production
    and demand is higher or equal to other Member States[275] or the region’s population is higher or equal to the population  of  other  Member
    States.[276] Other relevant factors may be the economic importance of the territory concerned, the volume of cross-border trade  or  general
    geographic factors.[277]

372. In this case, the Notified Transaction raises serious doubts with respect to a significant  portion  of  the  territory  of  several  Member
    States, including metropolitan areas such as the London area, the Paris-Ile de France area and the Bucharest area. The Notified  Transaction
    also raises serious doubts in relation to the entire territory of Réunion, an island which covers some 2 500 km2 and  has  a  population  of
    more than 800 000 inhabitants.

373. Considering the size of these markets taken together relative to the internal market, the Commission concludes that they form a  substantial
    part of the internal market.

5 Conclusion on aggregates

374. In light of the above, the Commission finds that the Notified Transaction raises serious doubts as to its compatibility  with  the  internal
    market in relation to aggregates in the relevant catchment areas in France (Métropole and Réunion), Romania and the UK.

375. The Commission also finds that the Notified Transaction does not raise serious doubts as to its compatibility with the  internal  market  in
    relation to aggregates in the relevant catchment areas in the Belgian/French, German/Polish/Czech and Hungarian/Slovakian border regions and
    in Spain.

4 Asphalt

1 Relevant product market definitions

376. Asphalt is manufactured by heating and mixing aggregates and a binding agent (normally bitumen),  and  is  used  for  surfacing  roads,  car
    parks, footpath pavements, airport runways, and other sites. Asphalt mix is typically composed of 95% aggregates and 5% bitumen.

377. Asphalt is typically purchased by private contractors engaged by public authorities in road construction and by those engaged in  commercial
    and residential construction (such as surfacing around retail and housing developments). Given its perishable nature, asphalt is  best  laid
    within approximately two to three hours of dispatch.

1 Past decisional practice

378. The Commission has assessed asphalt in several decisions and found that asphalt is a  distinct  product  market  from  aggregates  and  road
    works.[278]

2 The Notifying Party's arguments

379. The Parties agree with Commission's precedents, mentioning that this is also in line with a recent report  of  UK  Competition  and  Markets
    Authority (CMA).[279]

3 Conclusion on the relevant product market

380. In light of past decisional practice and the Notifying Party’s  arguments  the  Commission  considers  that  asphalt  constitutes  a  single
    distinct product market.

2 Relevant geographic market definitions

381. Asphalt mix is a perishable product that needs to be transported in specially heated containers to prevent it from setting before it can  be
    delivered and laid. This means that the asphalt mix needs to have a temperature  of  150-190°C  when  arriving  at  the  construction  site.
    Consequently the Commission has considered a geographic market within a radius of 25-100 km from the asphalt plant.[280]

1 Past decisional practice

382. The UK CMA recently considered that an average catchment area size of 17  miles  (27 km)  in  the  UK  was  appropriate,  with  an  extended
    catchment area of up to 25 miles (40 km) for “filtering out  sites  for  which  the  transaction  [was]  unlikely  to  lead  to  competition
    concerns”.[281]

2 The Notifying Party's arguments

383. The Notifying Party considers that the relevant geographic market for asphalt is local. The  Notifying  Party  further  submits  that  while
    precise catchment areas may vary depending on a multiple of factors such as: (i) topography, including natural obstacles such as  mountains,
    rivers etc.; (ii) location of other asphalt plants and/or  depots;  and  (iii)  demand  density  (e.g.,  urban  or  rural),  a  distance  of
    approximately 40 km constitutes a good representative basis for defining local catchment areas around asphalt plants in the UK.[282]

3 Responses to the market investigation

384. Responses to the market investigation regarding the distance at which customers purchase  asphalt  were  inconclusive.  Some  customers  buy
    asphalt within a radius of maximum 25-30 miles (56km). However, another customer indicated longer distances.[283]  As  regards  the  maximum
    distance over which asphalt can be transported, respondents to the market investigation stated that the maximum is 80-100 km, mainly due  to
    the temperature at which it must be maintained in order to be in good shape when used for works. [284]

4 Conclusion on the relevant geographic market

385. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that the relevant geographic market is a radius of 40 km around each asphalt facility.

3 Competitive assessment

386. The Parties’ asphalt activities overlap only in the UK. The UK asphalt market has a volume of 21 million t, equal to  a  value  of  EUR  1.5
    billion.[285]

387. Holcim manufactures and sells asphalt in the UK through its subsidiary  Aggregate  Industries.  Aggregate  Industries  operates  55  asphalt
    facilities across the UK. Lafarge is active in asphalt in the UK through a joint venture with Anglo American PLC,  Lafarge  Tarmac.  Lafarge
    Tarmac operates 72 asphalt facilities across the UK.

388. Many asphalt producers are vertically integrated i.e. are also active in aggregates. The main competitors of  the  Parties  on  the  asphalt
    market are: Cemex, Heidelberg/Hanson, HCM and  Breedon  Aggregates.  The  Notifying  Party  submits  that  vertical  integration  is  not  a
    prerequisite in this market, as any independent supplier (like United Asphalt) can easily source aggregates for the production  of  asphalt,
    especially given the significant excess capacity in this market in the UK.[286]

389. For the reasons set out in recitals 393 and 394, the Commission finds that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to asphalt in the UK.

390. First, the merged entity will have high market shares. There will be 115 catchment areas where the  Parties  will  have  a  combined  market
    share of above 35% and an increment of 1% or more. Out of the 115, their combined market shares will  be  above  [50-60]%  in  84  catchment
    areas.[287] With few exceptions, the increment brought by the Notified Transaction will be above [10-20]%. Even on  a  national  level,  the
    combined market shares of the Parties will exceed [50-60]% (more exactly [50-60]%) with an increment of [20-30]%.

391. Second, respondents to the market investigation raised concerns as regards the combined position of the Parties, mentioning price  increases
    and a monopoly position of the merged entity in the entire UK. One customer also  mentioned  the  risk  of  plant  closure  and  by  way  of
    consequence delays in deliveries due to reallocation of their request to other suppliers.[288] Furthermore, all competitors  that  responded
    to the market investigation raised concerns as regards the post-merger position of the Parties.[289]

4 Substantial part of the internal market

392. Pursuant to the case-law of the European Courts the territory of an entire Member State constitutes  a  substantial  part  of  the  internal
    market regardless of its size.[290] The European Courts have also found that a part of the territory of a  Member  State  can  constitute  a
    substantial part of the internal market.[291]

393. The Commission has previously considered that a part of or a region within a Member State can constitute a substantial part of the  internal
    market on its own, in so far as its overall economic relevance is substantial enough. This may be the case where the  volume  of  production
    and demand is higher or equal to other Member States[292] or the region’s population is higher or equal to the population  of  other  Member
    States.[293] Other relevant factors may be the economic importance of the territory concerned, the volume of cross-border trade  or  general
    geographic factors.[294]

394. The Commission observes that the concerns raised by the Notified Transaction with respect to asphalt relate to a large number of markets  in
    the UK (115 catchment areas) that are likely to represent a high proportion of the territory of the UK.[295] Considering the size  of  these
    markets taken together relative to the internal market, the Commission concludes that they form a substantial part of the internal market.

5 Conclusion on asphalt

395. For the reasons set out above, the Commission finds that the Notified Transaction raises serious doubts as to  its  compatibility  with  the
    internal market in relation to asphalt in the UK.

5 Contract surfacing

1 Relevant product market definition

1 Past decisional practice

396. In past decisions,[296] the Commission has considered road construction to be a  relevant  product  market  in  itself,  distinct  from  the
    materials used, namely aggregates and asphalt. The Parties considers that there  is  no  difference  between  contract  surfacing  and  road
    construction as previously defined by the Commission.

2 The Notifying Party's arguments

397. According to the Notifying Party, contract surfacing (also known as contracting, asphalt  surfacing,  and  road  maintenance  services)  are
    associated with the construction and maintenance of roads and other surfaces. Asphalt is typically laid onto the prepared foundation  layers
    of a road in layers, with each layer being compacted by paving machines to form the top surface of the road. The assets  required  to  carry
    out contract surfacing activities are principally road planning and surfacing machines, paving machines, and offices.[297]

3 Conclusion on the relevant product market

398. In light of past decisional practice and the Notifying Party’s arguments, the Commission considers that  contract  surfacing  constitutes  a
    single distinct product market.

2 Relevant geographic market definition

1 Past decisional practice

399. The Commission has previously considered the market for road construction to be national, while leaving open the question of  a  more  local
    segmentation.[298] Consistent with the Commission’s view, the Parties consider the geographic market for contract surfacing to be  no  wider
    than national.

2 The Notifying Party's arguments

400. According to the Notifying Party, the equipment required for road construction and maintenance is mobile and can be moved  around  a  Member
    State to the point of demand. Once a road construction or maintenance project has been completed, the equipment will  usually  be  moved  by
    lorry to another location for use on another project. Since asphalt inputs can easily be obtained from production sites in the  vicinity  of
    the road construction or maintenance project and delivered to  the  site,  road  construction  and  maintenance  companies  can  move  their
    production around a Member State with relative ease.[299]

3 Responses to the market investigation

401. Responses to the market investigation were inconclusive. While respondents indicated that the biggest surfacing players  active  in  UK  are
    all active on a national basis[300] (Heidelberg/Hanson, Cemex and the Parties), and all  vertically  integrated  in  the  upstream  markets,
    respondents indicated that there are also some smaller regional or local players (like Toppesfield, Eurovia, Conway and Breedon).[301]

4 Conclusion on the relevant geographic market

402. In light of past decisional practice, the Notifying Party’s arguments  and  the  responses  to  the  market  investigation,  the  Commission
    considers that the geographic market for contract surfacing is national.

3 Competitive assessment

403. The Parties’ activities in contract surfacing overlap only in the UK.

404. Holcim operates through its UK subsidiary Aggregate Industries. Aggregate Industries' contract surfacing operations include sales  staff  as
    well as equipment […]. Aggregate Industries’ contract surfacing business unit has  […]  permanent  employees  including  operations,  sales,
    contracts management and general management functions. In addition, Aggregate Industries also regularly employs sub-contracted workers on an
    ad hoc basis to provide operational services to the business.

405. Lafarge is active through its joint venture Lafarge Tarmac, which has […] contract surfacing offices  in  the  UK.  The  contract  surfacing
    business unit has […] employees including operations, commercial, contracts management, and general management.

406. For the reasons set out in recitals 410 to 413, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to contract surfacing in the UK.

407. First, the combined market shares of the Parties in UK will be [20-30]%, with an increment of [5-10]%  and  the  Notified  Transaction  will
    lead to the creation of the largest contract surfacing operator in the UK. The other competitors will have smaller market  shares  with  the
    Parties' main competitors at national level being Hanson (Heidelberg) with a market share of [0-5]%, Cemex with a similar market share of [0-
    5]%, Eurovia (Vinci) with [0-5]% and Colas (Bouygues) with [0-5]%.

408. Second, barriers to entry and expansion in contract surfacing depend on the dimension of the business pursued.  Competitors  that  responded
    to the market investigation estimated that entry time and costs could range from less than EUR 1 million and  a  start-up  period  of  three
    months for a local business, to two years and approximately EUR 6.3 million for a business of a wider scale.[302]

409. Third, competitors that responded to the market investigation indicated that the Parties will have a strong position at national level.  One
    competitor also stressed the value added of a large network of assets, such as the ones owned by the Parties, which confers an advantage vis-
    à-vis small and regional players for national projects. Another competitor mentioned that the  Parties  are  market  leaders  in  the  major
    highways industry sector.[303]

410. Fourth, the vertical integration of suppliers plays an important role in this industry. One competitor raised  concerns  during  the  market
    investigation about the vertical integration of the Parties in the upstream markets.[304] This is also in line with the findings of  the  UK
    CMA, according to which "95% of the asphalt laid in the UK is laid by  contract  surfacing  players  who  are  active  upstream  as  asphalt
    producers".[305]

6 Alternative cementitious materials (cement additives)

1 Relevant product market definition

411. As explained in recitals 12 and 13, cement is produced by grinding clinker and, in  some  cases,  alternative  cementitious  materials  that
    constitute the main reactive components in cement.

412. Cementitious materials refer to substances that have cementitious or pozzolanic characteristics and are used in the  production  of  cement.
    The basic cementitious material is clinker. Alternative or supplementary materials such as blast-furnace slag and fly ash can also  be  used
    in the production of cement and concrete. They are added to cement[306] and concrete[307] in order to confer specific characteristics on the
    end product and to substitute, on the one hand, clinker in the production of cement and, on the other hand,  cement  in  the  production  of
    concrete.

413. In addition to clinker, other materials that exhibit cementitious or pozzolanic properties are used in the production  of  cement  with  the
    aim of either providing the end product with specific characteristics or to substitute clinker  with  cheaper  raw  materials  ('alternative
    cementitious materials'). The most important alternative cementitious materials are fly  ash  and  blast  furnace  slag.  According  to  the
    Notifying Party, other alternative cementitious materials include natural pozzolans  and  limestone.  The  Parties  do  not,  however,  sell
    cementitious materials other than fly ash and blast furnace slag.[308]

414. Fly ash is a by-product of electricity (and heat) generation in (usually coal-fired) power plants. Fly ash can be either added to cement  at
    the cement plant or used to substitute cement at a ready-mix concrete plant.

415. Liquid blast furnace slag is a by-product of steel production that forms during the production of pig iron by a thermo-chemical reaction  in
    a blast furnace where it accumulates on top of the liquid metal. When the slag is released from the blast furnace, it is  an  extremely  hot
    liquid that can be treated in two ways: it can either be air-cooled slowly or cooled quickly by quenching it in water or steam.

416. When liquid blast furnace slag is cooled quickly by quenching in water or steam, it generates a glassy or amorphous  granular  or  sand-like
    structure known as granulated blast-furnace slag ('GBS'[309]). GBS exhibits cementitious properties and is used as hydraulic binder  in  the
    production of, for instance, cement, concrete, mortar and grout.

417. For the production of further downstream products, such as cement, GBS needs to be ground. In the production of cement, the  grinding  often
    takes places together with clinker (so-called 'co-grinding')  to  directly  produce  blended  cements.  Alternatively,  GBS  can  be  ground
    separately in which case a powder known as ground granulated blast-furnace slag ('GGBS'[310]) is produced. GGBS is then blended with  ground
    clinker and other cement constituents to produce blended cements. In some contracting parties to the EEA Agreement, such as the UK, GGBS  is
    also used as a substitute of cement in the production of concrete at ready-mix cement stations.[311]

1 Past decisional practice

418. In past decisions[312], the Commission considered, but ultimately left open, the question of whether  products  derived  from  fly  ash  and
    blast furnace slag belong to the same product market, referring to alternative cementitious materials as 'cement additives'.

419. For example, in Holcim/Cemex West[313], the Commission found indications that GBS and GGBS were substitutable, but that  there  was  limited
    substitutability between GBS/GGBS and other alternative cementitious materials, notably fly ash.[314]

2 The Notifying Party's arguments

420. The Notifying Party submits that there is a single product market comprising slag (including GBS and GGBS) and fly ash. These materials  can
    be used, to an appreciable extent, as a substitute for one another and for various other materials (for example as a partial replacement for
    grey cement to produce concrete, for clinker to produce cement, for calcium silicate to produce clinker and even for sand  to  be  used  for
    landfills).[315]

421. The Notifying Party submits that the Parties purchase alternative cementitious materials mainly for captive use and resell on  average  only
    […] of the purchased volumes. Therefore, the relevant product market, for the purposes of the present Transaction, should primarily  be  the
    market for purchasing GBS/GGBS and fly ash and, of secondary importance, for the sale of GBS/GGBS and fly ash.[316]

3 Conclusion on the relevant product market

422. The exact product market definition concerning alternative cementitious materials can be left  open  because  the  Parties'  commitments  in
    relation to other products will also remedy any serious doubts in relation to alternative cementitious materials.

2 Relevant geographic market definition

1 Past decisional practice

423. In Heidelberg/Hanson, which concerned the UK, the geographic market definition was ultimately left open, although respondents to the  market
    investigation supported a wider than national market.[317] The geographic market definition was also left open in  CSN/Cimpor.[318]  In  the
    earlier case of CRH/Semapa/Secil JV, however, the wider market for cement additives was considered to be national in scope.[319]

424. In Holcim/Cemex West, the Commission analysed the transaction based on 250 km radii around GBS sourcing  sites  in  Germany,  but  left  the
    exact geographic definition concerning GBS and GGBS open.[320]

2 The Notifying Party's arguments

425. The Notifying Party submits that the geographic market for slag and fly ash is EEA-wide. Cementitious materials are commodities that can  be
    transported economically in bulk volume up to 500 km by truck, and even further by train and/or barge. There  are  substantial  trade  flows
    between contracting parties to the EEA Agreement, given that (i) the materials are not produced  in  all  contracting  parties  to  the  EEA
    Agreement – the materials are transported from the steel and electricity producers’ production sites to the locations of consumption at  the
    cement producers’ sites, and (ii) consumption levels vary depending on the volume of cement and concrete production – cementitious materials
    therefore flow in the direction of consumption.

426. According to the Notifying Party, the conclusion on the scope of the relevant  geographic  market  being  EEA-wide  will  equally  apply  to
    GBS/GGBS and fly ash if treated as separate markets.

3 Conclusion on the relevant geographic market

427. The exact geographic market definition concerning alternative cementitious materials can be left open because the  Parties'  commitments  in
    relation to other products will also remedy any serious doubts in relation to alternative cementitious materials.

3 Competitive assessment

1 The Notifying Party's arguments

428. According to the Notifying Party, the Notified Transaction will not raise serious doubts for the procurement and sale of slag  and  fly  ash
    on an EEA, national level, or 250 km radii level for a number of reasons, notably[321]:

      – the Parties do not produce slag and fly ash and their market position as regards the procurement, and ultimately also the  sale  of  such
        products is purely the result of contracts with steel and electricity producers;

      – contracts tendered by steel and electricity producers are limited in duration; market shares for  the  procurement  and  sales  of  these
        materials do not reflect a stable competitive position;

      – significant and increasing overcapacity for slag and fly ash (for example, Holcim was forced to dispose […] GBS […]); and

      – trade flows of alternative cementitious materials available to purchasers in addition to supply from nearby sites.

2 The Commission's assessment

429. Whether the relevant market is defined as GBS/GGBS, fly ash alone, or a GBS/GGBS/fly ash market, the  Parties'  activities  overlap  in  the
    procurement of alternative cementitious materials in France (GBS/GGBS: [60-70]%, increment of [20-30]%; fly ash: [30-40]%, increment of  [5-
    10]%; GBS/GGBS/fly ash: [50-60]%, [20-30]%). In addition, the Parties' activities overlap on  a  GBS/GGBS  only  market,  and  on  a  market
    comprising both GBS/GGBS and fly ash in Slovakia (GBS/GGBS: [60-70]%, increment of [10-20]% increment; GBS/GGBS/fly ash: [50-60]%, increment
    of [10-20]%). There are also certain overlaps in Austria, Croatia, Italy, Germany[322], Romania and the UK, but with a small increment only.
    The Parties also overlap in the supply of alternative cementitious materials to third parties in the UK. The identified overlaps on national
    level largely capture the overlaps identified at the level of 250 km radii around the source sites.[323]

3 Conclusion on alternative cementitious materials

430. In any case, it can be left open whether the overlaps identified in recital 432 raise serious  doubts  concerning  alternative  cementitious
    materials because the Parties' commitments in relation to other products will also remedy any serious  doubts  in  relation  to  alternative
    cementitious materials.

7 Other products

431. Concerning other products and services, the Parties' activities overlap in the following  areas:  clinker  (section  VI.7.1),  white  cement
    (section VI.7.2), alternative fuels (section VI.7.3), screed (section VI.7.4) and concrete products (section VI.7.5).[324]

1 Clinker

432. Clinker is the main raw material for cement production. It is produced through the conversion of limestone in a thermal,  chemical  reaction
    to the desired calcined mineral. Then it is ground and blended with gypsum and/or other components to the desired cement product, either  in
    a specific grinding mill or within the cement plant if it is integrated. Clinker can thus be used in-house or sold  to  third  Parties  (for
    example grinding mills).

433. The Notifying Party considers that clinker does not constitute an economic market on  its  own  as  it  has  no  economic  use  besides  the
    manufacturing of cement. In a recent decision however, the Commission considered clinker as a separate product  market  given  that  clinker
    cannot be replaced by any other raw material in the production of cement[325]. The same reasoning applies in this case.

434. As regards the geographic scope of the clinker market, the Notifying Party submits that the  geographic  scope  of  a  hypothetical  clinker
    market would be worldwide or EEA-wide and, in any event, wider than national given that clinker can easily be transported  within  the  EEA,
    and outside the EEA, by vessel, barge, rail, and trucks.

435. The Commission previously considered that the clinker market could be assessed at both EEA and national level, while ultimately leaving  the
    precise geographic market definition open.[326] As the competitive assessment in this case will not be altered by an  EEA-wide  or  national
    definition, the geographic market definition for clinker can also be left open for the purpose of this Decision.

436. On an EEA-wide basis, the market for clinker will not be affected since the Parties' combined market share amounted  to  [10-20]%  in  2013.
    There are similarly no affected markets at national level; the only countries where the activities of the Parties overlap are Germany  ([10-
    20]%) and Spain ([10-20]%).

437. On the basis of the above elements, the Commission finds that the Notified Transaction does not raise serious doubts as regards the  clinker
    market at EEA or national level.

2 White cement

438. White cement is a hydraulic binder, similar to grey cement in most respects, but  for  its  high  degree  of  whiteness.  White  cement  has
    equivalent characteristics of strength, durability, and workability compared to grey cement. The main  difference  between  white  and  grey
    cement lies in the particular quality of limestone used for the production of white cement after eliminating mineral materials, which causes
    its high degree of whiteness. White cement is used for different purposes than grey  cement  (in  particular  reflecting  esthetical/optical
    aspects), is produced in limited quantities compared to grey cement and is more expensive than grey cement.

439. In past decisions, the Commission has defined distinct product markets for white cement and grey cement.[327]

440. As regards the geographic scope for white cement, the Notifying Party submits that it is at least EEA-wide as white  cement  is  transported
    throughout Europe and beyond. In support of this claim, it notes that it  supplies  customers  across  Europe  from  its  two  white  cement
    production facilities in Slovakia and Italy. Lafarge manufactures white cement in France and Spain and ships it to […].

441. In a previous case, the Commission has considered the white cement market as being EEA-wide  in  scope  but  ultimately  left  the  question
    open.[328] As the competitive assessment in this case will not be altered by an EEA-wide  or  national  definition,  the  geographic  market
    definition for white cement can also be left open for the purpose of this Decision.

442. On an EEA-wide basis, the market for white cement will not be affected since the combined market share will amount  to  [10-20]%[329],  with
    the merged entity’s main competitors being Aalborg ([10-20]%), Cemex ([10-20]%) and Italcementi ([10-20]%). There are no affected markets at
    national level, except in France where the merged entity will hold a market share of [50-60]%, albeit with a small overlap ([0-5]%).

443. On the basis of the above elements, the Commission finds that the Notified Transaction does not raise serious doubts as  regards  the  white
    cement market at EEA or national level.

3 Alternative fuels

444. To reduce energy consumption, carbon dioxide (CO2) emissions, and related costs, grey cement producers do not  only  use  conventional  fuel
    but also resort to alternative fuels, including industrial, municipal, biological or pharmaceutical waste  ("AFR").[330]  In  2013,  […]  of
    Holcim’s thermal energy demand was covered by co-processing alternative fuels, while Lafarge achieved an average fuel substitution  rate  of
    […].[331]

445. The use of AFR requires expertise, regulatory approvals and certain investments. AFR activities are  often  plant-specific.  AFR  activities
    are not only a means of reducing fuel costs, but also a service offered to waste generators that need  to  dispose  of  certain  waste.  The
    Parties offer the following AFR-related services in Europe: (a) analytical services (specialised analysis of AFR);  (b)  freight  management
    services (shipping and storage of waste streams); (c) pre-processing waste to generate AFR,  and  co-processing  (incineration)  of  AFR  in
    cement kilns; and (d) resource management services (avoidance, minimisation, recycling and reuse of waste).

446. The majority of waste streams can be incinerated in a broad variety of disposal facilities, for example high temperature incinerators.

447. In previous decisions, the Commission found that waste management services can be  further  sub-divided  into  individual  markets  for  the
    management of hazardous and of non-hazardous waste.[332] The Commission considered that on the market for  waste  management  services  high
    temperature incinerators ("HTIs") exercise competitive pressure on cement kilns at least for certain  waste  streams.  The  Commission  also
    found that the incineration of hazardous waste in HTIs formed a distinct product market.[333] Depending on the type of AFR, this  may  apply
    also to other types of waste disposal facilities.

448. The geographic scope of the market for incineration of hazardous waste was found to be either EU-wide or national,[334]  whereas  the  scope
    of the market for incineration of non-hazardous waste was found to be national or regional.[335]

449. The Parties' AFR activities overlap in the Czech Republic, France, Germany, Romania and Spain. None of the relevant  geographic  markets  in
    the EEA for waste management services will be affected since, even on the national level, the Parties' combined market  shares  will  remain
    limited ([10-20]% combined share on the hazardous waste market in Romania, and even lower – [0-5]% or less - on all other  national  markets
    with an overlap).

450. On the basis of the above elements, the Commission finds that the Notified Transaction does not raise serious doubts as regards any  of  the
    AFR markets at EEA or national level.

4 Screed

451. The Parties' activities with respect to screed overlap in the UK. Lafarge – through  its  joint  venture  Lafarge  Tarmac  –  supplies  both
    anhydrite screed and conventional screed from a network of 17 plants across Great Britain. Similarly, Holcim produces  and  sells  anhydrite
    screed and conventional screed from a network of 35 plants throughout the UK.[336] All of the Parties’ production of screed takes  place  at
    RMX plants.

452. Screed is used as a thin top layer of flooring. According to the description of screed by the UK CMA, there are two  types  of  screed:  (i)
    conventional screed which is a mixture of sand and cement which has a dense consistency and, once delivered, must be  physically  raked  and
    packed down into position by a team of workers in order to produce a flat surface and (ii) anhydrite screed or ‘flowing’ screed which  is  a
    newer, value added product that is more liquid in consistency and consequently offers quicker and less labour intensive installation because
    it is self-levelling. Anhydrite screed is produced by replacing the cement input by anhydrite or hemi-hydrite binder.[337]

453. The Parties submit that mortar plants are capable of producing screed while most RMX plants are capable of  producing  screed  or  could  be
    capable with a limited investment of GBP 50 000. According to the Parties, customers for screed are largely specialist contractors.[338]

454. The Parties further submit that conventional screed and anhydrite screed fall into the  same  product  market  and  that  screed  should  be
    considered as forming part of the RMX market. The Parties also submit that screed is perishable in a similar way to RMX. As a result, screed
    is typically supplied to local customers around the production site. The relevant geographic  market  should  therefore  be  equivalent  the
    maximum economically viable delivery distance from the production site, i.e. a 25km radius around each relevant site.[339]

455. The UK CMA has found that screed constitutes a product market separate from mortar and  RMX.[340]  It  also  considered  the  definition  of
    separate product markets for conventional and anhydrite screed while ultimately leaving that question open.[341] The CMA also excluded site-
    mixed screed from its market on a cautious basis. As regards the geographic scope of the market, the CMA has  found  that  the  markets  for
    screed were either local or national in geographic scope while ultimately leaving the geographic market definition open.[342]

456. The precise product market definition can be left open in this case as the competitive assessment will not be altered  under  any  plausible
    market definition. In addition, the Commission considers that it is appropriate to assess the markets for  screed  at  the  level  of  local
    catchment areas, applying the same radii of 25km as for the assessment of RMX.

457. For the reasons set out in recitals 461 to 463, the Commission finds  that  the  Notified  Transaction  raises  serious  doubts  as  to  its
    compatibility with the internal market in relation to screed in the UK.

458. First, although the market is local in geographic scope, the Parties' national combined market share of [40-50]% illustrates their  strength
    in the UK (Holcim: [0-5]%; Lafarge: [30-40]%).

459. Second, the overlaps between the activities of the Parties in screed lead to 116 overlapping catchment  areas  around  the  Parties'  screed
    producing sites leading to 58 affected markets. In 49 of the affected markets, the Parties' combined market shares reach more than 35% while
    in 48 of those catchment areas the increment in market shares is higher than 1%. In 31 of the catchment areas across various  parts  of  the
    UK, the Parties' combined market shares reach more than [50-60]% while in 22 of those catchment areas the  increment  in  market  shares  is
    higher than [5-10]%.

460. Third, the market conditions in the market for screed are similar to the conditions in the market for RMX where the Commission  has  already
    found that the Notified Transaction will lead to serious doubts in the UK as outlined in section VI.2.3.5.

5 Concrete products

461. Holcim’s and Lafarge Tarmac’s activities in concrete products overlap in the UK.

462. Lafarge – through its joint venture Lafarge Tarmac – supplies aerated blocks produced at two plants, Alfreton in Derbyshire and  Linford  in
    Essex. Lafarge also supplies aggregate blocks – both dense aggregate blocks and lightweight aggregate blocks  –  from  a  network  of  seven
    plants located across England. Lafarge Tarmac’s main customers for blocks from its building products division  are  builders  merchants  and
    major house builders.[343]

463. Holcim – through its subsidiary Aggregates Industries – is also active in concrete products in  the  UK.  It  produces  and  sells  concrete
    blocks, flagstones, kerbstones, and commercial and garden landscaping products from a network of plants across the UK.[344]

464. The Commission has previously found that the different concrete products form  part  of  a  single  product  market  for  pre-cast  concrete
    products with the relevant geographical market being national in scope.[345] The Commission has also considered that there is a separate sub-
    market for concrete building blocks, while leaving open whether this market is national or local in geographic scope.[346] In addition,  the
    Commission has considered that paving materials made of concrete, pre-cast floors and building materials for  load-bearing  walls  (such  as
    aerated concrete or pre-cast concrete walls) could each fall into separate product markets while ultimately leaving that question open.[347]
    The precise market definitions can be left open in this case as all of Lafarge’s concrete products operations in the UK will be divested.

465. The Parties’ combined market share in concrete products in the UK is [20-30]% as shown in Table 77.

    Table 77: Sales shares in the UK

|Concrete products                         |                          |
|Holcim                                    |[5-10]%                   |
|Lafarge                                   |[10-20]%                  |
|Combined                                  |[20-30]%                  |
|Heidelberg                                |[10-20]%                  |
|H&M                                       |[5-10]%                   |
|Plasmor                                   |[5-10]%                   |
|Cemex                                     |[5-10]%                   |
|Thomas Armstrong                          |[5-10]%                   |
|Stowell                                   |[0-5]%                    |
|S Morris                                  |[0-5]%                    |
|Lignicite                                 |[0-5]%                    |
|Others                                    |[20-30]%                  |
|Total                                     |100%                      |

466. The Parties have not provided market shares regarding potential sub-markets for concrete  products  and  for  potential  local  markets  for
    concrete products in the UK.

467. In any event, all of Lafarge's concrete products operations in the UK will be divested. The Commission  does  not  therefore  have  to  find
    whether the Notified Transaction raises serious doubts as to its compatibility with the internal market in relation to concrete products  in
    the UK.

COMMITMENTS

468. In order to render the Notified Transaction compatible with the internal market, the Parties  have  modified  the  Notified  Transaction  by
    entering into commitments.

469. The Parties submitted two successive sets of commitments on 27 October 2014 (the "Initial Commitments") and 11  December  2014  (the  "Final
    Commitments") in order to address the serious doubts raised by the Notified Transaction. The Final Commitments are annexed to this  decision
    and form an integral part thereof.

1 Framework for the Commission's assessment of commitments

470. Where a concentration raises serious doubts as to its compatibility with the internal market,  the  Parties  may  undertake  to  modify  the
    concentration so as to remove the grounds for the serious doubts identified by the Commission with a view to having the Notified Transaction
    approved in phase I of the merger review procedure. In this respect, the Commission has the power to accept commitments provided  that  they
    will remove the grounds for serious doubts.

471. As set out in the Commission's Remedies Notice,[348] the commitments have to eliminate the competition concerns entirely[349]  and  have  to
    be comprehensive and effective from all points of view.[350]

472. In assessing whether commitments will maintain effective competition, the Commission considers all relevant factors including,  inter  alia,
    the type, scale and scope of the proposed commitments, judged by reference to the structure and particular characteristics of the market  in
    which the competition concerns arise, including the position of the Parties and other participants on the market.[351]

473. In order for the commitments to comply with those principles, they must be capable of being implemented effectively within  a  short  period
    of time.[352] Where, however, the Parties submit remedies proposals that are so extensive and complex  that  it  is  not  possible  for  the
    Commission to determine with the requisite degree of certainty, at the time of its decision, that they will be fully  implemented  and  that
    they are likely to maintain effective competition in the market, an authorisation decision cannot be granted. [353]

474. Concerning the form of acceptable commitments, the Merger Regulation gives discretion to the Commission as long as the commitments meet  the
    requisite standard.[354] Structural commitments will meet the conditions set out above only in so far as the Commission is able to  conclude
    with the requisite degree of certainty that it will be possible to implement them and that  it  will  be  likely  that  the  new  commercial
    structures resulting from them will be sufficiently workable and lasting to ensure  that  effective  competition  will  be  maintained.[355]
    Divestiture commitments are generally the best way to eliminate competition concerns resulting  from  horizontal  overlaps,  although  other
    structural commitments, such as access remedies, may be suitable to resolve concerns if those remedies are  equivalent  to  divestitures  in
    their effects.[356]

2 Commitments submitted by the Parties

475. In order to ensure that effective competition will be maintained, the Parties submitted a set of  commitments  under  Article  6(2)  of  the
    Merger Regulation on 27 October 2014. Those Initial Commitments were refined and improved by the Final Commitments on 11 December 2014.

476. The Final Commitments remove the entire overlaps between the Parties' activities on  a  market-by-market  basis  (apart  from  a  number  of
    exceptions, as explained further), thereby re-establishing the ex-ante situation. The Parties  committed  to  defer  implementation  of  the
    merger until a final binding sale and purchase agreement for the sale of the divestment  package  has  been  signed  with  one  or  multiple
    purchasers approved by the Commission (that is, an "upfront buyer" solution).

477. In phase I of a merger control proceeding by the Commission, commitments can only be accepted where the competition problem  raised  by  the
    notified concentration is readily identifiable and can easily be remedied. The competition problem therefore needs to be so  straightforward
    and the proposed remedies so clear-cut that it is not necessary to enter into an in-depth investigation. In  other  words,  the  commitments
    must be sufficient to clearly rule out any serious doubts within the meaning  of  Article  6(1)(c)  of  the  Merger  Regulation.  Where  the
    Commission's assessment confirms that the proposed commitments remove the grounds for serious doubts on that basis,  the  Commission  clears
    the notified concentration in phase I, that is on the basis of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation.

478. The Commission analysed the proposed commitments in that context and found the  Final  Commitments  appropriate  to  ensure  that  effective
    competition will be maintained.

1 Initial Commitments

1 Description of the Initial Commitments

1 Scope of the Initial Commitments

479. The Parties submitted the Initial Commitments on 27 October 2014, together with their  notification,  to  render  the  Notified  Transaction
    compatible with the internal market. The Initial Commitments were market tested in the week of 10 November 2014.

480. The Initial Commitments provided for the divestment of the entire business operations of one of the Parties in each EU  Member  State  where
    their activities overlap as a going concern (‘Divestment Business’) [357] with certain exceptions. The divestment  consists  of  the  entire
    position of one of the Parties in each Member State where the Parties’ activities overlap and include all activities in that Member State in
    white and grey cement, RMX, and aggregates, as well as any other upstream or  downstream  business,  including  all  cementitious  materials
    activities.

481. In the Initial Commitments, the businesses to be divested in the EU[358] included the following assets:

         – the entirety of Holcim’s operational business activities in France (with the exception of Holcim’s Altkirch cement plant and  adjacent
           aggregates sites and ready-mix plants in the Haut-Rhin region);

         – the entirety of Holcim’s operations in Hungary (that is, terminals, RMX sites and laboratories), with the  following  exceptions:  (i)
           the Miskolc cement plant (mothballed), (ii) the closed Lábatlan cement plant / terminal (and nearby limestone quarry and marl  quarry,
           the production of which is contracted to a third party), (iii) a plot of land at Nyergesújfalu near Lábatlan,  and  (iv)  a  logistics
           company (Pultrans Kft).

         – the entirety of Holcim’s operations in Slovakia;

         – the entirety of Holcim's business activities in the Czech Republic, to be sold on the basis of an already signed SPA to Cemex;

         – Holcim's Gador plant and Yeles grinding station in Spain, to be sold on the basis of an already signed SPA to Cemex;

         – the entirety of Lafarge’s business activities in Germany;

         – the entirety of Lafarge’s business activities in Romania; and

         – Lafarge’s activities in Réunion, with the exception of its shareholding in Ciments de Bourbon;

         – Lafarge’s business activities in the UK, currently carried out by Lafarge Tarmac, with the exception of (i) the  Cauldon  grey  cement
           plant (excluding the two plastic packaging lines operated at the Cauldon grey cement plant; the  national  laboratory  located  at  or
           adjacent to that plant; the Sapphire operations at that plant) (ii) the Cauldon limestone quarry, (iii)  the  Cauldon  Low  aggregates
           quarry (including the recycled aggregates site located at that quarry but excluding the asphalt plant located at  that  quarry),  (iv)
           the rail depot located in Willesden, London and (v) the road terminal located at Coles Hill.

482. In the case of Spain and the Czech Republic, the assets should in principle  be  sold  to  Cemex,  in  a  limited  follow-up  of  the  wider
    transaction between Holcim and Cemex that was cleared by the Commission on 9 September 2014[359] and by the Czech Office for the  Protection
    of Competition on 12 March 2014[360].

483. Following the conclusion of a binding agreement between Holcim and Cemex, dated 29 October 2014, the Spanish and Czech transactions will  be
    closed during the first quarter of 2015, albeit with a narrower scope as regards Spain than previously foreseen.

484. Since those transactions, once implemented, will eliminate the whole overlaps between the Parties' activities in those countries  and  since
    the Parties have identified and entered into a legally binding agreement with a buyer outlining the essentials of the  purchase  during  the
    Commission procedure, the Commission is able to decide in this Decision that the transfer of the Divestment Business relating to  Spain  and
    the Czech Republic to Cemex as the identified purchaser will remove any serious doubts the  Transaction  would  raise  in  those  countries.
    Further to such a ‘fix-it-first solution’, no additional Commission decision for approving Cemex as a suitable purchaser is needed since the
    Commission can conclude with the requisite degree of certainty that the commitments will be implemented by way of  a  sale  to  Cemex  as  a
    suitable purchaser.

2 Modalities of the Initial Commitments

485. The Parties proposed two alternative ways to divest the Divestment Business.

486. A first option consisted of a standard merger and acquisition ('M&A')  divestment  under  a  traditional  divestment  process,  whereby  the
    Parties proposed one or several buyer(s) for the Divestment Business (or certain parts of it)[361] that the Commission would have to approve
    ('M&A Option'). Only after the buyer approval by the Commission would the Parties be allowed to close the Notified Transaction.

487. A second option ('Hybrid Option') would be for the Parties to divest part of the Divestment Business to the  capital  markets.  In  a  first
    step, the Parties would propose to the Commission an 'Anchor  Investor'  for  the  Divestment  Business  which  would  acquire  a  de  facto
    controlling stake of [<50%] in the Divestment Business, based on the past attendance rates  at  Holcim  and  Lafarge  shareholder  meetings.
    Similar to the M&A Option, the Anchor Investor would need to receive the Commission's buyer approval and subsequently the Parties  would  be
    allowed to create and list the Divestment Business, and transfer ownership of the controlling stake to the approved Anchor Investor.[362]

488. In a second step, the remaining shares (that is, the […] remaining shares not sold to the Anchor Investor) would be disposed of through

    i. an initial Public Offering (IPO) whereby the merged entity tenders the remaining shares of the Divestment Business  on  financial  markets
       or,

   ii. a spin-off whereby the merged entity distributes the remaining shares of the Divestment Business pro quota to its own shareholders, or

  iii. an IPO with Preferential Subscription Rights (PSR) under which the merged entity distributes rights to its  own  shareholders  to  acquire
       shares of the Divestment Business at a discount and whereby shareholders could then use  the  rights  to  buy  shares  of  the  Divestment
       Business at a discount, or sell those rights on capital markets.

489. In any of the above capital markets events, the core shareholders of Holcim and Lafarge (defined as those having more than […]  and  […]  in
    either company) would have to sell any share or right in the Divestment Business they receive, and commit not to acquire any interest in the
    Divestment Business for a period of […] years.

2 Assessment of the Initial Commitments

490. The Commission assessed the appropriateness of the Initial Commitments in the light of the principles underlying its commitments policy  and
    the results of the market test.

491. As set out in the Remedies Notice, commitments, once  implemented,  need  to  fully  and  unambiguously  resolve  the  competition  concerns
    identified. The Commission therefore needs to be able to conclude - with the requisite  degree  of  certainty  -  that  the  new  commercial
    structures resulting from the remedy will be sufficiently workable and lasting to ensure that all grounds  for  serious  doubts  as  to  the
    compatibility of the Notified Transaction with the internal market will be removed.

492. The Commission concluded that the Notified Transaction raised serious doubts as to its compatibility with the internal market:

           (i) in relation to grey cement in the relevant catchment areas in eastern Austria, the Czech Republic, north-western France,  western
           France and eastern France, Réunion, south-western Germany, western Germany and central Germany, Hungary, Romania, Slovakia,  Scotland
           and northern England;

           (ii) in relation to RMX in the relevant catchment areas in France (Métropole), Réunion, Romania and the UK;

           (iii) in relation to aggregates in the relevant catchment areas in France (Métropole), Réunion, Romania and the UK;

           (iv) in relation to asphalt in the UK;

           (v) in relation to contract surfacing in the UK;

           (vi) in relation to screed in the UK.

493. The objective of the market test was to assess the workability of the Initial Commitments both in  terms  of  their  effectiveness  and  the
    viability of the Divestment Business.

494. On the basis of the information obtained in the context of the market test, the Commission concluded  that  the  Initial  Commitments  would
    only partially remove the serious doubts identified by it (see VII.2.1.2.1 for the areas where the Initial Commitments  would  have  removed
    the Commission's serious doubts, and VII.2.1.2.2 for those areas where serious doubts would have remained despite the Initial Commitments.)

1 Removal of serious doubts by the Initial Commitments

495. Overall, respondents to the market test expressed positive feedback as regards the scope of the Initial Commitments to  remove  the  serious
    doubts identified by the Commission, as well as with respect to the long-term viability of the Divestment Business.

496. A majority of respondents to the market test (including a majority of customers in each Member State) stated that  the  Initial  Commitments
    would be capable of removing the serious doubts identified by the Commission, and that the assets that form part of the Divestment  Business
    constitute a viable business.

497. Against this background, the Commission notes that the Initial Commitments would remove  the  entirety  of  the  overlaps  of  the  Parties'
    activities in grey cement in the relevant catchment areas in eastern Austria, the Czech Republic,  north  western  France,  western  France,
    south-western Germany, central Germany, Romania, Slovakia, Scotland and northern England. Similarly, the Initial  Commitments  would  remove
    the entirety of the overlaps of the Parties' activities in RMX and aggregates in the relevant catchment areas  in  France  (Métropole)[363],
    Réunion and Romania. In addition, the Initial Commitments would remove the entirety of the overlaps of the Parties' activities  in  asphalt,
    contract surfacing and screed in the UK.

498. As will be set out in recitals 503 ff. below, the Commission has verified that the few exceptions to the general principle of divesting  the
    entire business operations of one of the Parties in each Member State where they are both  active  and  of  thereby  removing  all  overlaps
    between the Parties' activities in all of the affected markets would not raise serious doubts  as  to  the  compatibility  of  the  Notified
    Transaction as modified by the Initial Commitments with the internal market. Those exceptions relate to western  Germany  (recitals  503  to
    509), eastern France (recitals 511 to 513), Réunion (recitals 515 to 519) and the UK (recitals 521  to  525).  The  exceptions  relating  to
    Hungary will be analysed in section VII.2.1.2.2.

499. As will be set out in recitals 527 to 538, the Commission has also verified the suitability of the structure of the Divestment Business  and
    the features of a suitable purchaser as proposed by the parties.

       Western Germany

500. As regards the overlaps between the Parties' activities in grey cement in western Germany, the Initial Commitments  foresaw  the  divestment
    of the entirety of Lafarge's operations in Germany and Holcim's activities in France with the exception of Holcim’s  Altkirch  cement  plant
    and adjacent aggregates sites and RMX plants in the Haut-Rhin region).

501. The Initial Commitments thus foresaw that there would be a combination of assets of Holcim France and of Lafarge Germany in  the  Divestment
    Business. In particular, Holcim France's integrated plant in Héming and Lafarge Germany's integrated plant in Wössingen and grinding station
    in Sötenich would be divested to the same purchaser. There is an overlap between the activities of the facilities in Héming,  Wössingen  and
    Sötenich. Since the assets of Lafarge Germany and Holcim France would be divested together, the overlap would persist within the  Divestment
    Business. Therefore, the Initial Commitments would not remove the entire overlap between the Parties' activities in western Germany.

502. Certain customers in Rhineland-Palatinate in western Germany raised concerns about that overlap during the market investigation as  outlined
    in recital 194. They explained that Holcim had provided them with competitive offers and had supplied them from Héming. They were  concerned
    that, absent any divestments, the merged entity could stop offering them cement at competitive prices.

503. However, following the implementation of the Initial Commitments, the merged entity would retain ownership over all of  Holcim's  plants  in
    Germany. This includes, among others, the plant in Dotternhausen, the plants to be acquired  from  Cemex  West  (comprising  the  integrated
    cement plant in Beckum-Kollenbach and two grinding stations in Duisburg/Schwelgern and Dortmund, all  in  North  Rhine-Westphalia)  and  the
    cement terminal in Wiesbaden (Hessen) […]. Customers in western Germany would therefore have the Divestment Business and the  merged  entity
    as potential suppliers.

504. To assess whether the merged entity would be a competitive supplier to customers  in  western  Germany,  the  Commission  analysed  Holcim's
    current costs-to-market[364] to certain sample destinations in the relevant federal states Saarland, Rhineland-Palatinate  and  Hessen  from
    current German Holcim plants that will be owned by the merged entity. The costs-to-market of the plant in Dotternhausen and of the plants to
    be acquired from Cemex West are […] those of Héming […]. For instance, the costs-to-market per tonne of cement from Dotternhausen to Koblenz
    (Rhineland-Palatinate) at […] per tonne are approximately  […]  than  those  of  Héming;  the  costs-to-market  per  tonne  of  cement  from
    Dotternhausen to Saarbrücken (Saarland) are approximately […] than those of Héming.

505. The Commission also assessed the free cement capacity available in Dotternhausen and  Cemex  West.  These  amounted  to  […]  tons  and  […]
    tons[365] in 2013 respectively. The aggregate spare capacity of […] tons thus exceeds the sales volumes of Héming to Germany of […] tons  by
    more than […] tons.

506. The Commission therefore concludes that the merged entity would have assets in Germany which would have comparable or lower costs-to  market
    with sufficient spare capacity to continue selling cement to customers in western Germany. The merged entity would therefore have  the  same
    ability and incentive to compete for sales in western Germany as before the Notified Transaction.

507. Consequently, the exception to the principle of removing all overlaps between the Parties' activities relating to western Germany would  not
    in itself raise serious doubts as to the compatibility of the Notified Transaction  (as  modified  by  the  Initial  Commitments)  with  the
    internal market.

       Eastern France

508. Under the Initial Commitments, the Parties committed to divest the whole of Holcim's activities in France with  the  exception  of  Holcim’s
    Altkirch cement plant and adjacent aggregates sites and ready-mix plants in the Haut-Rhin region.

509. However, the overlaps of the Parties' activities in the catchment area of the Altkirch plant in eastern France do not raise  serious  doubts
    as to the compatibility of the Notified Transaction with the internal market  as  explained  in  recitals  155  to  163.  In  addition,  the
    divestment of Holcim's other plants in France will lead to a substantial weakening of the Parties' market position in the Altkirch catchment
    area as shown in Table 78.

    Table 78: Sales shares Altkirch catchment area

|Altkirch catchment area                   |150km                     |250km                     |
|Holcim                                    |[40-50]%                  |[20-30]%                  |
|Lafarge                                   |[0-5]%                    |[5-10]%                   |
|Combined                                  |[40-50]%                  |[20-30]%                  |
|Merged entity                             |[20-30]%                  |[10-20]%                  |
|Divestment Business                       |[10-20]%                  |[10-20]%                  |

    Source: Notifying Party, Form CO

510. As regards the excluded aggregates sites and RMX plants in the Haut-Rhin region, none of the catchment areas of those  plants  overlap  with
    the catchment areas of any aggregates sites and RMX plants to be retained by the merged entity. In addition […].[366]

511. Consequently, the exception to the principle of divesting the entire business operations of one of the Parties in each  Member  State  where
    they are both active in relation to eastern France would not in itself raise  serious  doubts  as  to  the  compatibility  of  the  Notified
    Transaction (as modified by the Initial Commitments) with the internal market.

       Réunion

512. Under the Initial Commitments, the Parties committed to divest the whole of Lafarge’s activities in Réunion with the exception  of  its  […]
    shareholding in Ciments de Bourbon.

513. Therefore, the merged entity would have a higher market share in Réunion post-divestment than Holcim or Lafarge's pre-merger  market  share,
    as shown in Table 79. Assuming that [60-70]% of the [50-60]% market share  of  Lafarge  originates  from  the  shareholding  in  Ciments  de
    Bourbon[367], the merged entity will hold a [70-80]% market share and the Divestment Business a market share of [20-30]%.

    Table 79: Sales shares in Réunion

|Réunion                                   |                          |
|Holcim                                    |[40-50]%                  |
|Lafarge                                   |[50-60]%                  |
|Combined                                  |[90-100]%                 |
|Merged entity                             |[70-80]%                  |
|Divestment Business                       |[20-30]%                  |

    Source: Notifying Party, Form CO

514. However, despite the fact that the overlap between the Parties' activities would not be fully eliminated by  the  Initial  Commitments,  the
    Commission considers that they would remove serious doubts in respect of Réunion for the following reasons.

515. First, although the Divestment Business would have no more shareholding in, and access to, the Ciments  de  Bourbon  grinding  station,  the
    Parties would be prepared to offer to the purchaser, at the option of the purchaser, a supply contract at market conditions for the next […]
    years and/or facilitate an agreement between the Divestment Business and a third party supplier. The  Divestment  Business  could  therefore
    replace Lafarge’s current sales originating from Ciments de Bourbon through grey cement purchased from the  merged  entity  and  third-party
    suppliers.

516. Second, and unlike the previous situation when Lafarge and Holcim were both sourcing cement from the same facility  and  presumably  at  the
    same price, the implementation of the Initial Commitments would create a new supplier that would become, after the expiration of the  supply
    contract, fully independent of the merged entity in terms of sourcing policy and prices. This evolution of the  market  structure  has  also
    been welcomed by respondents to the market test in Réunion.[368]

517. Consequently, the exception to the principle of removing all overlaps between the Parties' activities  relating  to  Réunion  would  not  in
    itself raise serious doubts as to the compatibility of the Notified Transaction (as modified by the Initial Commitments) with  the  internal
    market.

       The UK

518. Under the Initial Commitments the Parties committed to divest all of Lafarge's activities in the  UK  with  the  exception  of  the  Cauldon
    cement plant (including the Cauldon limestone quarry), the Cauldon Low aggregates quarry  (excluding  the  asphalt  plant  located  at  that
    quarry), the rail depot located in Willesden/London and the road terminal located at Coles Hill.

519. However, as shown in Table 80, the merged entity will have a lower market share in the Cauldon plant  catchment  area  post-divestment  than
    Lafarge's market share pre-merger. The Parties offer to divest [20-30]% of market share in the relevant catchment area, which is higher than
    the original increment of [5-10]% brought about by Holcim.

    Table 80: Sales shares Cauldon plant catchment area

|Cauldon catchment area                    |150km                     |250km                     |
|Holcim                                    |[5-10]%                   |[0-5]%                    |
|Lafarge                                   |[30-40]%                  |[30-40]%                  |
|Combined                                  |[30-40]%                  |[30-40]%                  |
|Merged entity                             |[20-30]%                  |[10-20]%                  |
|Divestment Business                       |[10-20]%                  |[20-30]%                  |

    Source: Notifying Party, Form CO

520. The retention of the Cauldon cement plant by the merged entity would lead to the creation of a fifth domestic cement  producer  in  the  UK.
    The merged entity would retain Holcim's importing business in the UK which would be complemented by the domestic Cauldon cement  plant.  The
    creation of a fifth domestic cement producer was the objective of the remedies imposed by  the  UK  Competition  Commission  in  its  sector
    enquiry of January 2014. The UK CMA informed Lafarge on 10 December 2014 that it consented to the sale of the Cauldon cement plant to Holcim
    under the interim undertakings given by Lafarge Tarmac following the sector enquiry.

521. The retained rail depot in Willesden, London and the retained road terminal in Coles Hill will serve the merged entity […].  The  Divestment
    Business includes the rail-linked Tunstead cement plant as well as the rail-linked depots in Northfleet and West Thurrock […]. In the  light
    of the limited market share of the merged entity and the existing logistics assets of the Divestment Business, the  exclusion  of  the  rail
    depot and road terminal does not raise concerns.

522. As regards the Cauldon Low aggregates quarry, the retention of that quarry by the merged entity will only lead  to  a  limited  increase  in
    market shares from [10-20]% for Holcim pre-merger to [10-20]% post-divestment as is shown in Table 81.

    Table 81: Production shares Cauldon Low quarry

|Cauldon Low quarry catchment area               |50km                |
|Holcim                                          |[10-20]%            |
|Lafarge                                         |[60-70]%            |
|Combined                                        |[80-90]%            |
|Merged entity                                   |[10-20]%            |
|Divestment Business                             |[60-70]%            |

    Source: Notifying Party, Form CO

523. Consequently, the exception to the principle of divesting the entire business operations of one of the Parties in each  Member  State  where
    they are both active in relation to the UK would not in itself raise serious doubts as to the compatibility of the Notified Transaction  (as
    modified by the Initial Commitments) with the internal market.

       Structure of the Divestment Business and features of a suitable purchaser

524. The intended effect of the divestiture will only be achieved if and when the Divestment Business is transferred to a suitable  purchaser  in
    whose hands it will become an active competitive force in the market. The market test therefore requested respondents  for  their  views  on
    whether the Initial Commitments would require a specific purchaser to transform the Divestment Business into  a  competitive  force  on  the
    market in terms of (i) the composition of the Divestment Business (one or several asset packages)  and,  consequently,  whether  (ii)  there
    should be a single buyer for the Divestment Business or several buyers for the different parts of the Divestment  Business,  and  (iii)  the
    identity of the buyer or buyers (financial investor or industrial buyer).

525. As a preliminary point, it should be noted that Holcim has already entered into a binding agreement with Cemex as regards  the  Spanish  and
    the Czech divestment businesses, which would therefore in principle be sold separately from the remainder of  the  Divestment  Business.  In
    terms of (year 2013) turnover, the Spanish and Czech divestment businesses respectively account for EUR […] and EUR […] turnover out  of  an
    estimated total EUR […] turnover for the whole of the Divestment Business.

526. The Initial Commitments also contained an explicit option for the UK assets to be sold separately as well: the UK  part  of  the  Divestment
    Business alone accounts for […] of the total Divestment Business (EUR […]).

527. Moreover, in view of the specificities of cement sourcing in Réunion linked to its geographical location,  the  assets  in  Réunion  can  be
    safely separated from the rest of the Divestment Business. Therefore, in essence, the question on the composition of the Divestment Business
    or packages made up thereof relates to France, Germany and some central European countries.

528. As regards the latter, the following elements have to be taken into  consideration.  In  Hungary,  Holcim  will  propose  to  divest  assets
    downstream of cement production: cement terminals, RMX operations and its road binder business.  As  Holcim  has  no  cement  production  in
    Hungary, Holcim committed to divest the entirety of its cement production operations in Slovakia (from where it supplies cement to Hungary),
    including the flagship Rohožnik plant, even though the Notified Transaction does not lead to direct overlaps between the Parties' activities
    in Slovakia (Lafarge does not own any asset in Slovakia but holds a minority shareholding in a cement competitor  as  explained  in  recital
    234).

529. The results of the market test can be summarised as follows. First, respondents to the market test confirmed that the Hungarian part of  the
    Divestment Business, confined to activities downstream of cement production, would not be viable for a buyer that cannot also buy the Slovak
    cement production assets. Consequently, assets in central-European countries (including at least Austria, Slovakia and Hungary) have  to  be
    seen as an "integrated cluster" requiring a single buyer.

530. Second, as to the composition of the Divestment Business, respondents to the market test did not express a  uniform  view  -  neither  among
    customers nor among competitors and potential buyers - as to whether and, if so, how the Divestment Business would need  to  be  split  into
    different parts to be sold to different buyers. In certain countries (particularly in Germany) a small majority[369] of  respondents  stated
    that the Divestment Business could be split up into different packages and that different buyers could be found, each acquiring a  different
    part of the Divestment Business. While some of those replies appear to be guided by the aspirations of potential buyers to  acquire  certain
    specific assets, others stated that splitting up the Divestment Business and selling different parts to different  buyers  would  result  in
    more competition. Such a view was, however, not unanimous, and in most other countries respondents stated that a combined sale of the entire
    Divestment Business to a single purchaser would increase its viability and the capability of the purchaser to compete on a lasting basis. In
    that respect, some respondents stated that selling the Divestment Business as a single European package would offer the best  guarantee  for
    the Divestment Business to be a sustainable and  independent  operator  in  the  sector.  A  single  purchaser  would  minimise  transaction
    uncertainties and could offset the potentially lower performance  of  the  Divestment  Business  in  slow-growth  countries  with  a  better
    performance in more dynamic markets.

531. Third, some market test respondents stated that the Divestment Business would be an important opportunity for a  new  player  to  enter  the
    European markets with sufficient critical mass. The Divestment Business would offer a whole network in several countries.

532. Fourth, replies to the market test also stressed that a larger divestment package would have  more  potential  for  increasing  efficiencies
    with regard to the central functions (such as R&D, sales, logistics, HR, accounting and quality control) as well as ancillary services  such
    as access to alternative fuels, which are critical to maintaining the overall competitiveness of the divested plants.

533. Finally, no clear picture emerged from the market test whether an acceptable buyer of the Divestment Business should be an industrial  buyer
    or could be a financial investor.

534. The Commission takes the view that when defining assets to be included in the Divestment Business, the Parties  ensured  that  assets  would
    not be carved out from functioning networks and deprived of shared central functions. The Parties'  proposal  for  the  composition  of  the
    Divestment Business is not a 'mix and match' of Holcim and Lafarge assets since in any given Member State (with the exception  of  Lafarge's
    Ciments Kercim in France) all assets come from the same party, which ensures that they are divested as a going concern. The outcome  of  the
    market test has confirmed the importance of maintaining existing synergies and central functions and as such  there  is  no  support  for  a
    divestment of assets at individual plant level. It can be concluded from the above that, whilst no clear opinion  emerges  from  the  market
    test concerning the question whether the Divestment Business should be sold in its entirety to a single buyer or whether different parts  of
    the Divestment Business should be sold to different buyers, safeguarding the viability and comprehensiveness of the Divestment  Business  is
    of paramount importance.

535. In any case, at this stage, (i) whether the Divestment Business will be sold in its entirety to a single buyer or  whether  different  parts
    of the Divestment Business will be sold to different buyers, and (ii) the identity of the buyer have no impact on  the  certainty  that  the
    Divestment Business will be transferred to a suitable purchaser in a timely manner, since the Parties committed not to complete the Notified
    Transaction before having entered into a binding agreement with a purchaser, either through the M&A Option or the Hybrid Option, and  having
    received approval by the Commission as to the agreement and the suitability of the buyer.

2 Serious doubts not removed by the Initial Commitments

536. A number of respondents to the Commission's market test raised concerns about the Divestment Business in France (see recitals  541  to  550)
    and Hungary (see recitals 551 to 552), as well as about some general issues regarding the central functions of the Divestment Business  (see
    recital 553). In addition, some concerns were expressed with regard to the modalities of implementation of the Initial Commitments,  notably
    as regards the Hybrid Option (see recitals 554 to 556).

537. For the reasons set out below, the Commission concluded that the Initial Commitments would not have removed all grounds for  serious  doubts
    as to the compatibility of the Notified Transaction, notably in respect of France, Hungary, certain central  functions  and  the  commitment
    modalities.

       France

538. Respondents to the market test identified two major weaknesses in the French divestment package: (i) a general  lack  of  attractiveness  of
    Holcim’s assets in France and (ii) the viability of some of Holcim’s assets in western France.

539. With respect to the first issue, those respondents noted that in France the Divestment Business includes integrated cement plants which  are
    generally old and use outdated and very energy-intensive production processes (wet or semi-wet process). Only the Altkirch plant,  which  is
    not part of the French divestment package, is equipped with the more modern dry production process. The respondents that  claimed  that  the
    Altkirch plant should be included in the Divestment Business in France, most of them potential buyers of the Divestment Business, said  that
    this would strengthen the appeal of the Divestment Business in France.

540. However, for the reasons outlined below, the Commission does not consider that it will be necessary to include the  Altkirch  plant  in  the
    Divestment Business to ensure the viability and competitiveness of the Divestment Business in France.

541. First, as explained in the section related to eastern France and in recitals 512 to 513, the Altkirch plant is located in an area where  the
    Notified Transaction does not raise serious doubts as to its compatibility with the internal market, as Lafarge has very  limited  sales  in
    the catchment areas around the Altkirch plant Moreover, more than half of the production of the Altkirch plant is sold  in  Switzerland  and
    Southern Germany.

542. Second, the Commission did not find that the divestment of the Altkirch plant would be necessary to ensure the viability of  the  Divestment
    Business in France. In addition, whilst it is indeed the case that the plants the Parties propose to divest in France use older  technology,
    the efficiency of those plants and the margins they produce are not consistently and significantly worse than other French  plants  such  as
    Altkirch that use more modern technologies. This is in particular the case when alternative fuels can be used.[370]

543. As regards western France, Lafarge has traditionally been the main player in those regions with market shares in grey cement above  [50-60]%
    in Brittany, Pays de Loire and Poitou-Charentes. As discussed in the section related to western France (recitals 144 to 154),  in  the  last
    five years, Holcim has developed its presence in the grey cement markets in western France, through the opening of two grinding stations  in
    Normandy and La Rochelle (the latter operational since July 2014) and one cement terminal in Brittany. Holcim has invested EUR […] to enable
    its expansion in western France and has achieved a grey cement market share of 5 to 10%. Moreover, Holcim's entry in western France provided
    a new supply alternative for customers in that region and the resulting intensification of competition led to lower prices in the last  four
    years.

544. The Parties offered to divest the following assets serving western France: a cement terminal in Montoir and grinding stations in  Rouen  and
    La Rochelle. The divestment of those assets would have eliminated the full overlap between the Parties' activities in western France.

545. However, for the purchaser of the Divestment Business to maintain in western France the same degree of competitive pressure  on  the  merged
    entity, the viability of the Holcim assets in that region were considered by respondents to the market test to be of crucial importance.  As
    those assets are currently integrated into Holcim’s European network, they are to a large extent supplied with raw materials input or  final
    products from Holcim’s plants outside France. The terminal of Montoir serves as a storage facility and is supplied with cement from […]. The
    grinding stations of Rouen and La Rochelle are supplied with clinker from […]. None of those Holcim plants outside France were proposed  for
    divestment. In the absence of alternative supply sources, it is therefore unlikely that  post-transaction  a  purchaser  of  the  divestment
    business would be in a position to operate those assets in a viable and competitive way.

546. Further doubts were raised with regard to the overall viability of the assets in western France,  and  notably  the  Montoir  terminal.  The
    Montoir terminal is situated in the proximity of a liquefied natural gas terminal […], Lafarge acquired a newly-built  grinding  station  in
    July 2014 (Kercim in St Nazaire) which is located less than 10 km from Montoir. The Kercim grinding station, which has a production capacity
    of 600,000 tonnes, […].

547. In the light of the above and the available evidence, the Commission had serious doubts as to the  viability  of  the  assets  proposed  for
    divestment in western France, and in particular the Montoir terminal.

       Hungary

548. Respondents to the market test raised two issues regarding the Hungarian divestment business. The first issue concerns the retention by  the
    Parties of the logistics company Pultrans Kft ('Pultrans'). That company provides logistic services to third parties and ensures  deliveries
    of cement from a Romanian plant that remains with the merged entity to a terminal in  eastern  Hungary  which  is  part  of  the  Divestment
    Business. The second issue concerns a legal dispute between Holcim and a private individual, […], regarding the ownership of the  mothballed
    Miskolc plant. Some respondents submitted that should Holcim reach an arrangement with […] and restart the plant, this could jeopardise  the
    viability of the Turna plant,[371] which is included in the Divestment Business. As explained above, whilst the Turna plant  is  located  in
    Slovakia it supplies Hungary and is therefore an essential divestment asset.

549. In the light of the above and the available evidence, the Commission had serious doubts as to the  viability  of  the  assets  proposed  for
    divestment in Hungary.

       General issues on scope

550. Several respondents to the market test identified a general lack of clarity as regards the divestment of some central functions  that  would
    enable the purchaser to run the Divestment Business as a going concern post-divestment,  raising  in  particular  the  issue  of  access  to
    alternative fuels, which are essential for operating cement plants in a competitive manner, notably cement plants that operate a wet or semi-
    wet production process. Market test respondents stressed that the assets should include all that is needed for the purchaser to operate  the
    business within the shortest possible time and to replicate their effectiveness in full.

       Commitment modalities

551. The market test also focused on the modalities of the Hybrid Option as presented in the Initial Commitments.

552. The great majority of respondents did not provide any feedback on those modalities, citing a lack of expertise and insight into the  details
    of such capital markets centred remedy. Among those who replied to the  relevant  questions  in  the  market  test,  most  respondents  were
    potential buyers who may thus have some degree of bias regarding the modalities of the divestment. Some of these  respondents  welcomed  the
    Hybrid Option as a suitable means to enact divestments of such a wide scope,  but  at  the  same  time  expressed  concerns  about  possible
    implementation risks and the need of safeguards to ensure that whoever acquires a controlling interest in the  divestment  business  has  an
    incentive to run it competitively on a lasting basis. In particular, market test respondents mentioned that in case of a consortium of  more
    than one investor acting as an Anchor Investor, further safeguards on the stability and continuity of such a consortium would be required in
    addition to the Commission's evaluation of the buyer's suitability.

553. Moreover, some respondents questioned whether the long term commitment  of  an  Anchor  Investor  in  the  Hybrid  Option  was  sufficiently
    reflected in a shareholding that does not ensure de jure control. The Parties had capped the anchor shareholding  at  [<50%]  maximum  since
    that would, in the Parties' view, normally suffice for exercising de facto control over the Divestment Business, based  on  past  attendance
    rates at Holcim and Lafarge shareholder meetings.

554. Nevertheless, within the specific setting of a divestiture that may be partly implemented through the capital markets, it  is  important  to
    ensure that the Anchor Investor that will be subject to the Commission's buyer approval will commit  to  the  divestment  business  for  the
    longer term. Other than demonstrating that commitment in the business plan for the divestment business, the Anchor Investor  should  provide
    the required reinsurance and stability of its long term commitment by acquiring de jure control, that is a minimum of 50% + 1 share, of  the
    divestment business. In addition, such an investment would also provide the required clarity that the Anchor Investor would be  the  driving
    force in a possible consortium in addition to the assurances that the commitments  provide  on  the  stability  and  continuity  of  such  a
    consortium.

555. In the light of the above and the available evidence, the Commission  had  serious  doubts  as  to  the  suitability  and  efficacy  of  the
    commitment modalities.

3 Conclusion on the Initial Commitments

556. On the basis of the above and the available evidence, including the market test, the  Commission  concluded  that  the  Initial  Commitments
    could not fully remove the serious doubts identified by it and informed the Parties accordingly.

2 Final Commitments

1 Description of the Final Commitments

557. The Parties submitted Final Commitments on 11 December 2014 aimed at addressing the shortcomings  identified  with  regard  to  the  Initial
    Commitments.

558. The Final Commitments introduced the following improvements:

    i. As regards France, the Parties commit to divest all Ciments Kercim assets (Lafarge) located in St Nazaire. In turn, the  Montoir  terminal
       (Holcim) will not be divested.

   ii. Regarding Hungary, the Parties commit to include in the Divestment Business, at the request of the purchaser, an option to either  acquire
       Pultrans, or to enter into arrangements for the supply of rail transportation services by Pultrans to supply cement to  the  Ercsi  and/or
       Bekescsaba terminals that are part of Holcim Hungary (on substantially the same terms as those services supplied to Holcim  at  completion
       of the divestment).

  iii. Further as regards Hungary, the Parties commit to include in the Divestment Business, at the request of the purchaser, an option  to  take
       over Holcim’s legal position concerning its litigation relating to the ownership of the Miskolc plant, and to acquire the plant assets.

   iv. The Parties have provided more clarity on their commitment to divest the cement assets with all the central functions that  are  necessary
       for them to operate efficiently, and in particular the alternative fuel activities.

    v. Finally, as regards the modalities of the Hybrid Option, the Anchor Investor would acquire de jure control  ([…],  acquire  a  controlling
       interest of at least [>50%]) and the lock-in period has been extended to [duration of lock-in period in case  the  Anchor  investor  is  a
       consortium] (see recital 567 for a more detailed description of the improvements of the Hybrid option).

2 Assessment of the Final Commitments

1 The improvements contained in the Final Commitments fully remove the remaining concerns

559. For the reasons set out below, the Final Commitments  rectify  the  deficiencies  of  the  Initial  Commitments  which  the  Commission  had
    identified on the basis of the market test. Consequently, the Commission did not have to carry out  a  further  market  test  of  the  Final
    Commitments.

560. First, the proposed swap of the Holcim Montoir terminal with the Kercim grinding station (acquired by Lafarge in  July  2014)  will  provide
    the purchaser with a very modern and performing production asset. The buyer of the Divestment Business in France will  be  able  to  operate
    three grinding stations in western France and to source clinker from overseas to supply those grinding stations.

561. In particular, the Kercim plant appears well situated and equipped to rely on abundantly available clinker import volumes as  a  competitive
    substitute to Holcim's current supply chain. The availability of clinker at competitive prices in the Mediterranean area  was  confirmed  by
    respondents to the market test as well as in the Commission's 2014 investigation[372] in the Spanish cement and clinker  markets.  According
    to Kercim's business strategy prior to being acquired by Lafarge, it was planning to source  its  clinker  requirements  from  […]  that  is
    capable of readily supplying six different qualities of clinker and, in the longer term, from  other  suppliers  with  comparable  resources
    available in […]. In addition, it was confirmed that importing clinker did not impede Kercim  from  achieving  sustainable  margins  in  the
    cement markets in which it was active prior to its acquisition by Lafarge.

562. Second, in Hungary, the purchaser of the Divestment Business will have the option to step  into  Holcim’s  position  regarding  its  dispute
    concerning the Miskolc plant and acquire the plant equipment. Whilst the Parties have reconfirmed that there are no  clear  signs  that  the
    litigation is on the verge of being settled, the purchaser will be in a position to gather more information about the assets to be  divested
    and potential viability issues, and will therefore be able to decide whether Miskolc would be  an  important  asset  or  rather  a  (future)
    liability. The purchaser will also have the option to acquire the Pultrans rail transport company or enter into a  supply  arrangement  with
    Pultrans.

563. Third, cement assets will be divested with all the central functions that are necessary for them  to  operate  efficiently.  In  particular,
    access to alternative fuels will be ensured for all the divested assets.

564. Fourth, as regards the modalities of the Hybrid Option:

       i. In case of the Hybrid Option, the Anchor Investor will need to acquire a shareholding  of  at  least  [>50%]  of  the  shares  of  the
          Divestment Business, thus providing it with de jure control. In case  a  consortium  of  buyers  becomes  the  Anchor  Investor,  that
          consortium should consist of a maximum of […] members and will need to enter into a shareholders’ agreement  so  that  it  acts  as  a
          block.

      ii. With regard to the concerns expressed as to the stability and continuity of the purchaser in case of the  Hybrid  Option,  the  Anchor
          Investor must commit to hold de jure control […] Equally, if the Anchor Investor is a consortium, the lead investor of that consortium
          must commit to hold [>50%] in the consortium which it cannot sell for at least […] years.  This  ensures  that,  […],  the  Divestment
          Business will be run de jure by a controlling Anchor Investor as approved by the Commission.

     iii. The Parties commit to ensure that the shares the present core shareholders in Holcim and Lafarge (that is, those  shareholders  having
          more than […] and […]in either company) were to obtain in the Divestment Business are divested to unconnected third parties (that  is,
          third parties which are independent of the core shareholders and the Parties),  and  that  the  monitoring  trustee  will  obtain  the
          necessary information to verify compliance with this obligation.

      iv. The Parties commit to establish procedural safeguards concerning the present core shareholders of Holcim and Lafarge, […].

565. In light of the above, the Commission considers that the improvements contained in the Final Commitments  fully  remove  the  concerns  that
    remained after the submission of the Initial Commitments.

2 Overall viability of the Divestment Business

566. For the reasons set out below, and in the light of the improvements contained in the Final Commitments, the Commission  considers  that  the
    Divestment Business will be viable.

567. First, the plants included in the Divestment Business are similar to the merged entity's average plant in terms of efficiency, and are  well
    situated. In terms of equipment effectiveness, total cost per tonne, energy consumption, and environmental performance, the average  ranking
    of the Lafarge and Holcim plants that are to be divested is equal to or higher than the average ranking of  the  European  plants  that  the
    merged entity will retain. The Commission notes that in 2013, according to data submitted  by  the  Parties,  the  assets  included  in  the
    divestment business would have generated a turnover of around EUR […] with an EBITDA of approximately EUR […]. The deficiencies in terms  of
    viability of the assets (such as the Montoir terminal) have been adequately addressed by the Final Commitments.

568. Second, when taken together, the Divestment Business’s European  assets  will  cover  a  wide  number  of  construction  materials  markets,
    including cement, aggregates and RMX, and will also be present in segments such as asphalt or mortar. The Divestment  Business  as  a  whole
    consists of 17 integrated cement plants, 7 grinding stations (for a total grey cement capacity of over […] t per year); as well as close  to
    300 aggregates quarries with significant reserves for a total volume sold of about […] t in 2013 and 315 RMX plants for over […] m³ sold  in
    2013. The Divestment Business will be among the three largest cement suppliers in France, Romania, and the UK. The Divestment Business  will
    also own significant limestone reserves to ensure the sustainability and continuity of its operations.

569. The Divestment Business will be vertically integrated where relevant, and include activities upstream and downstream of cement such as  RMX,
    aggregates and cementitious additives operations. The Divestment Business, taken together, will generate grey cement sales in  at  least  12
    countries and will have the possibility to export into additional countries.  It  will  account  for  grey  cement  sales  and  capacity  of
    approximately […] t and […] t respectively.

570. Third, the Divestment Business as well as the assets to be  divested  in  Spain  and  the  Czech  Republic  do  not  require  carve-outs  or
    arrangements that could lead to substantial implementation risks. In particular, the exclusion of the Montoir terminal and the inclusion  of
    the Kercim plant will eliminate the risk linked to an interruption of supply from […]. It will also enable the  purchaser  to  benefit  from
    economies of scale (through the increase of its order sizes and its ability to fill a vessel) when  importing  clinker  for  three  grinding
    stations located on the western coast of France, thereby increasing the potential advantages of overseas clinker sourcing.

571. Fourth, the Divestment Business has been designed with a minimal degree of "mixing and  matching"  assets  that  were  previously  owned  by
    Holcim and Lafarge[373]: in a given Member State (with the exception of France) all divested assets come from the same Party to ensure  that
    they are divested as a going concern. In that respect, participants to the market test considered that access to alternative  fuel  sourcing
    was of the utmost importance to ensure the viability of the cement production assets. The  Lafarge  subsidiaries  in  the  UK,  Germany  and
    Romania will be divested together with the local businesses. Holcim's alternative fuels operations are performed and implemented locally and
    the contracts held by the local plants will transfer with the businesses and assets to be divested.

572. The assets include all that is needed for the purchaser to operate the business within the shortest possible time  and  to  replicate  their
    effectiveness in full. To this end, the Divestment Business will include all supplier and customer relationships which the Parties may  have
    entered into, as well as all relevant operating permits, licences and authorisations.

573. Furthermore, the Divestment Business will include all the central and essential  functions  currently  performed  at  group  level  for  the
    national operating companies would need to be divested or otherwise added to the Divestment Business to operate  viably  and  independently.
    Such corporate functions include inter alia areas: (i) marketing; (ii) sourcing and procurement; (iii) health, safety and  human  resources;
    (iv) environmental; (v) Information and communication technology; (vi) financial matters; and (vii) legal matters. Technical  assistance  is
    considered one of the main services to be provided by the new central organisation of the Divestment Business. The Parties will provide  the
    Divestment Business with transitional support agreements if required by the Divestment Business.

574. Fifth, corporate and global brands will remain with the merged entity as those brands are also used in countries which are not in the  scope
    of the divestment. Local brands will be transferred to the Divestment Business in countries where Lafarge’s or Holcim's entire business will
    be divested. The merged entity will license to the individual business units the other intellectual property rights (for  example,  patents,
    copyrights, trade secrets) where relevant.

575. Sixth, respondents to the market test considered the Divestment Business and the assets to be sold in Spain and the  Czech  Republic  to  be
    viable. [374] Whilst respondents to the market test pointed to some viability shortcomings of the Initial Commitments with regard to western
    France as well as to the need for improvements in respect of transport logistics, central functions and access to alternative  fuels,  those
    issues were limited in scope and have been effectively addressed by the improvements contained in the Final Commitments.

576. Last, the upfront buyer clause included in the Final Commitments ensures that the Parties will not close  the  Notified  Transaction  before
    having reached a binding agreement with a purchaser approved by the Commission. The risk of implementation – in other words, the risk of not
    finding a suitable purchaser for lack of attractiveness of the Divestment Business – therefore lies with the Parties.

3 Overall assessment of the Final Commitments

577. The Final Commitments will result in the elimination of almost the entire overlap of the Parties' activities brought about by  the  Notified
    Transaction.

578. The Final Commitments, when implemented, would therefore recreate the competitive conditions as they existed prior to the implementation  of
    the Notified Transaction. Following the implementation of the Final Commitments, there will  be  as  many  competitors  after  the  Notified
    Transaction[375] as there were before it, and in the UK there will  be  one  more  cement  producer  than  there  was  before  the  Notified
    Transaction. Finally, Holcim’s Montoir terminal will not be divested as it is substituted by Lafarge’s better  performing  and  more  viable
    Kercim operations.

579. Moreover, already in their replies to the market test of the Initial Commitments[376], respondents confirmed the ability of  the  Divestment
    Business to replicate the competitive constraint exerted by Holcim and Lafarge pre-Transaction.

580. The Commission therefore concludes that the Final Commitments remove the serious doubts  raised  by  the  Notified  Transaction  as  to  its
    compatibility with the internal market.

3 Conclusion on the Final Commitments

581. On the basis of the above and the available evidence, the Commission considers that the Final  Commitments  submitted  by  the  Parties  are
    sufficient to remove all serious doubts as to the compatibility  of  the  Notified  Transaction  with  the  internal  market  and  with  the
    functioning of the EEA Agreement.

582. The Final Commitments shall be therefore attached to this Decision and made binding on the Parties.

CONDITIONS AND OBLIGATIONS

583. Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission  may  attach  to  its  decision
    conditions and obligations intended to ensure that the undertakings concerned comply with the Commitments they have entered  into  vis-à-vis
    the Commission with a view to rendering the Notified Transaction compatible with the internal market.

584. The achievement of the measure that gives rise to the change of the market  is  a  condition,  whereas  the  implementing  steps  which  are
    necessary to achieve this result are generally obligations on the Parties. Where a condition is not  fulfilled,  the  Commission’s  decision
    declaring the concentration compatible with the internal market no longer stands. Where the undertakings concerned commit  a  breach  of  an
    obligation, the Commission may revoke the clearance decision in accordance with Article 8(6)(b) of the Merger Regulation.  The  undertakings
    concerned may also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.

585. In accordance with the basic distinction between conditions and obligations, the decision in this case is  conditional  on  full  compliance
    with the requirements set out in sections B and D of the Final Commitments  (conditions),  whereas  the  remaining  sections  of  the  Final
    Commitments constitute obligations on the Parties.

CONCLUSION

586. For the above reasons, the Commission has decided not to oppose the Notified Transaction  as  modified  by  the  Final  Commitments  and  to
    declare it compatible with the internal market and with the functioning of the EEA Agreement, subject to full compliance with the conditions
    in sections B and D of the Final Commitments annexed to this Decision and with the obligations contained in the other sections of the  Final
    Commitments. This Decision is adopted in application of Article 6(1)(b) in conjunction with  Article  6(2)  of  the  Merger  Regulation  and
    Article 57 of the EEA Agreement.

For the Commission

(signed)
Margrethe VESTAGER
Member of the Commission

                                                                                                                                 11 December 2014

                                                      Case M.7252 – Holcim Ltd./Lafarge S.A

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the Merger  Regulation),  Holcim  Ltd.  (Holcim)  and  Lafarge  S.A.  (Lafarge)
(the Parties) hereby enter into the following Commitments (the Commitments) vis-à-vis the European Commission (the Commission) with  a  view  to
rendering the proposed merger of equals between Holcim and Lafarge (the Concentration) compatible with the internal market and  the  functioning
of the EEA Agreement.

This text shall be interpreted in light of the Commission’s decision pursuant  to  Article 6(1)(b)  of  the  Merger  Regulation  to  declare  the
Concentration compatible with the internal market and the functioning of the EEA Agreement (the Decision), in the general framework  of  European
Union law, in particular in light of the Merger Regulation, and by reference to the  Commission  Notice  on  remedies  acceptable  under  Council
Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the Remedies Notice).

The Commitments shall take effect upon the Effective Date, provided that if completion of the Concentration does not subsequently take place  for
whatever reason and is thereby abandoned, the Parties shall not be bound by these Commitments.

Section A.  Definitions

   1. For the purpose of the Commitments, the following terms shall have the following meaning:

   Affiliated Undertakings: undertakings controlled by the Parties and/or by the ultimate parents of the Parties, whereby the notion  of  control
   shall be interpreted pursuant to Article 3 of the Merger Regulation and in light of the Commission Consolidated  Jurisdictional  Notice  under
   Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the Consolidated Jurisdictional Notice).

   Anchor Investor: the Purchaser of a controlling interest (within the meaning of Article 3 of the Merger Regulation) of at least [>50%] in  the
   Divestment Business.

   Assets: the assets that contribute to the current operation or are necessary to ensure the viability and  competitiveness  of  the  Divestment
   Business, specifically, the assets of either the Holcim Divestment Business or the Lafarge Divestment Business  as  indicated  in  Section  B,
   paragraphs 19, 20 and 21 and described more in detail in Schedules I and II.

   Closing: the transfer of the legal title in respect of the Divestment Business whether: (a) by way of an M&A Disposal; or  (b)  by  way  of  a
   Hybrid M&A Disposal; or (c) any variation of these structures as agreed with the Commission.

   Completion: means the implementation of the proposed Concentration, which will take place no later than [...],  or  such  later  date  as  the
   Parties and the Commission may agree.

   Confidential Information: any business secrets, know-how, commercial information, or any other information of a proprietary nature that is not
   in the public domain.

   Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity and independence in discharging  its  duties  under  the
   Commitments.

   Core Shareholder: means (i) […] (as Holcim shareholder), and […] (as Lafarge shareholders) (together the Original Core Shareholders); and (ii)
   prior to the execution of the sale and purchase agreement referred to in paragraph 4 any shareholder in either Holcim or  Lafarge  holding  an
   interest in excess of […] who has […] (Holcim or Lafarge), noting that a shareholder, other than an Original Core Shareholder, would no longer
   be considered as a Core Shareholder if its (direct and indirect) interest  in  the  relevant  entity  (Holcim  or  Lafarge,  or  the  combined
   Holcim/Lafarge) is less than […] and that shareholder no longer […].

   Core Shareholder Disposal Period: shall have the meaning set out in paragraph 11.

   Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the  Commission  and  appointed  by  the  Parties  and  who
   has/have received from the Parties the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser […], subject to Completion.

   Divestment Business: means the entirety of the Holcim Divestment Business and the Lafarge Divestment Business in Europe, with the  option,  at
   the discretion of the Parties, of disposing of (i) the Holcim Spain Divestment Business,  and/or  (ii)  the  Lafarge  UK  Divestment  Business
   separately from the remainder of the Divestment Business, and taking into account the provisions of paragraph 20 of these Commitments.

   Divestment Company: means a new holding company or companies for the Divestment Business, jointly held by  the  Parties  and  formed  for  the
   purposes of effecting Closing.

   Divestment: the disposal by the Parties of the Divestment Business, whether (a) by way of an M&A Disposal; or (b)  by  way  of  a  Hybrid  M&A
   Disposal, and Divest, Divested, Divesting and Divestiture shall be interpreted accordingly.

   Effective Date: the date of adoption of the Decision.

   First Divestiture Period: the period of […] months from the Effective Date.

   Holcim: Holcim Ltd, incorporated under the laws of Switzerland, with its registered office at Zurcherstrasse, 156, 8645, Jona, Switzerland.

   Holcim Czech Divestment Business: Holcim’s businesses in the Czech Republic as defined in Schedule I which the Parties commit to divest.

   Holcim Divestment Business: all of the European businesses of Holcim as defined in Section B paragraphs 19 and 20 and in Schedule I which  the
   Parties commit to divest.

   Holcim Spain Divestment Business: Holcim’s businesses in Spain as defined in Schedule I which the Parties commit to divest.

   Holcim Hold Separate Manager: the person or persons appointed by Holcim for the Holcim Divestment Business to manage the  day-to-day  business
   under the supervision of the Monitoring Trustee.

   Hybrid M&A Closing Period: the period of […] months from the Purchaser Approval Date but no later than […] months from the date of Completion.

   Hybrid M&A Disposal: shall have the meaning set out in paragraph 3(b).

   Hybrid M&A Trustee Divestiture Period: the period of […] months from the end of the Hybrid M&A Closing Period.

   Key Personnel: all personnel necessary to maintain the viability and competitiveness of each of the Holcim Divestment Business and the Lafarge
   Divestment Business, as listed in Schedule I and Schedule II, including the Holcim  Hold  Separate  Manager  and  the  Lafarge  Hold  Separate
   Manager.

   Lafarge: Lafarge S.A., incorporated under the laws of France, with its registered office at 61 rue des Belles Feuilles, 75116,  Paris,  France
   and registered with the Commercial/Company Register at Paris under number 542 105 572.

   Lafarge Divestment Business: all of the European businesses of Lafarge as defined in Section B paragraph 21  and  in  Schedule  II  which  the
   Parties commit to divest.

   Lafarge UK Divestment Business: Lafarge’s business activities in the UK as defined in Schedule II, which the Parties commit to divest  by  […]
   to a suitable purchaser.  Prior to divesting Lafarge Tarmac, and subject to the approval of the UK Competition and Markets Authority,  Lafarge
   Tarmac will transfer certain assets to Holcim’s existing UK business, Aggregate Industries, or to another subsidiary of Holcim or Lafarge that
   will be retained by the combined entity (the Cauldon Assets, as described in Schedule II).

   Lafarge Hold Separate Manager: the person or persons appointed by Lafarge for  the  Lafarge  Divestment  Business  to  manage  the  day-to-day
   business under the supervision of the Monitoring Trustee.

   M&A Disposal Closing Period: the period of […] months from the Purchaser Approval Date  but  no  later  than  […]  months  from  the  date  of
   Completion.

   M&A Disposal: shall have the meaning set out in paragraph 3(a).

   M&A Trustee Divestiture Period: the period of […] months from the date of the end of the M&A Disposal Closing Period.

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the  Commission  and  appointed  by  the  Parties,  and  who
   has/have the duty to monitor the Parties’ compliance with the conditions and obligations attached to the Decision.

   Parties: Holcim and Lafarge.

   Personnel: all staff currently employed by either the Holcim Divestment Business or the Lafarge Divestment Business, including staff  seconded
   to the Holcim Divestment Business or the Lafarge Divestment Business, shared personnel as well as the additional personnel listed in  Schedule
   I and Schedule II.

   Purchaser: the entity or entities approved by the Commission as acquirer or acquirers of the Divestment Business,  including,  to  the  extent
   relevant, the Anchor Investor, in accordance with the criteria set out in Section D (provided that, for the avoidance of doubt, there  may  be
   one or more Purchasers for one or more parts of the Divestment Business).

   Purchaser Approval Date: the date of the Commission’s decision approving the Purchaser pursuant to paragraph 35.

   Purchaser Criteria: the criteria laid down in paragraph 32 of these Commitments that the Purchaser must fulfil in order to be approved by  the
   Commission.

   Schedule: the schedules to these Commitments describing more in detail each of the Holcim  Divestment  Business  and  the  Lafarge  Divestment
   Business.

   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

   Trustee Divestiture Period: the period of […] months from the end of the First Divestiture Period.

Section B.  The commitment to divest and the Divestment Business

      Commitment to divest by way of an M&A Disposal or a Hybrid M&A Disposal

   2. In order to maintain effective competition, the Parties commit to Divest, or procure the Divestiture of the Divestment Business as a  going
      concern and on terms approved by the Commission in accordance with the procedure described in paragraph 33 of these Commitments.

   3. Divestiture of the Divestment Business shall be carried out either:

      (a)   by way of a sale of 100% of the Divestment Business to a Purchaser (M&A Disposal); or

      (b)   by way of a sale of a controlling interest of at least [>50%] of the Divestment Business to an Anchor Investor, with the remainder of
           the Divestment Business being disposed of by way of an initial public offering (IPO), including a  Preferential  Subscription  Rights
           Initial Public Offering (PSI), and/or by way of a spin-off involving a distribution of  Divestment  Company  shares  by  the  Parties
           directly to their shareholders pro rata to their interest in the share capital of Holcim or Lafarge (as applicable) combined  with  a
           listing on one or more recognised stock exchanges of the Divestment Company shares (Spin-off) (together Hybrid M&A Disposal).

   4. To carry out the Divestiture, the Parties commit, within the First Divestiture Period:

      (a)   in the case of an M&A Disposal, to find a Purchaser and to enter into a final binding sale and  purchase  agreement  (or  agreements)
           for the sale of the Divestment Business, subject to Completion; or

      (b)   in the case of a Hybrid M&A Disposal, to enter into a final binding sale and purchase agreement with an Anchor Investor for the  sale
           of a controlling interest of at least [>50%] of the shares in the Divestment Company, and obtain all approvals required to  implement
           a Hybrid M&A Disposal in respect of the remaining shares in the Divestment Company, both subject to Completion and the listing of the
           Divestment Company shares on one or more recognised stock exchanges.

   5. At the same time as the Parties submit the reasoned proposal referred to in paragraph 35  of  these  Commitments,  they  shall  inform  the
      Commission as to whether the Divestment Business will be sold:

      (a)   in its entirety as a single package, or whether the Holcim Spain Divestment Business shall be sold separately, if not sold  to  Cemex
           as described in paragraph 20 of these Commitments (in which case paragraphs 6 to 9 of these Commitments shall apply to the divestment
           of the Holcim Spain Divestment Business) and/or the Lafarge UK Divestment Business shall be sold separately (in which case paragraphs
           6 to 9 or paragraphs 10 to 15 of these Commitments shall apply to the divestment of the Lafarge UK Divestment Business)  and  whether
           the Holcim Czech Divestment Business shall form part of the Holcim  Divestment  Business  as  described  in  paragraph  20  of  these
           Commitments;

      (b)   by way of an M&A Disposal (in which case  paragraphs 6 to 9 of these Commitments shall apply) or by way of a Hybrid M&A Disposal  (in
           which case paragraphs 10 to 15 of these Commitments shall apply); and

      (c)   if by way of a Hybrid M&A Disposal, whether the Divestment will be effected via an IPO, PSI or Spin-off.

    Provisions applicable in the case of an M&A Disposal

   6. If the Parties have not entered into an agreement as envisaged in paragraph 4(a) above with respect  to  the  entirety  of  the  Divestment
      Business by the end of the First Divestiture Period, or if the Parties have not complied with their obligation in paragraph  5  above,  the
      Parties shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business, or those parts of the Divestment Business
      that are not disposed of pursuant to paragraph 4(a) above, in accordance with the procedure described in paragraph 52  within  the  Trustee
      Divestiture Period, and subject to Completion.

   7. If Closing does not take place within the M&A Disposal Closing Period, the Parties shall grant the Divestiture Trustee an exclusive mandate
      to sell the Divestment Business, or those parts of the Divestment Business that are not disposed of pursuant to paragraph  4(a)  above,  in
      accordance with the procedure described in paragraph 52 within the M&A Trustee Divestiture Period, and subject to Completion.

   8. The proposed Concentration shall not be implemented before the Parties or the Divestiture Trustee have  entered  into  one  or  more  final
      binding sale and purchase agreements for the sale of the Divestment Business, subject to Completion, and the Commission  has  approved  the
      Purchaser and the terms of sale in accordance with paragraph 33.

   9. The Parties shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, the Parties or the Divestiture Trustee have entered  into  a  final  binding  sale  and
           purchase agreement and the Commission approves the proposed Purchaser and the terms of sale as being consistent with the  Commitments
           in accordance with the procedure described in paragraph 33; and

       (b)  either, the Closing of the sale of the Divestment Business to the Purchaser takes place within the M&A Disposal Closing Period; or

      (c)  in the case of a sale by a Divestiture Trustee, the Divestiture Trustee  sells  the  Divestment  Business,  or  those  parts  of  the
           Divestment Business that are not disposed of pursuant to paragraph 4(a) above in accordance with the procedure described in paragraph
           52 within the M&A Trustee Divestiture Period.

    Provisions applicable in the case of a Hybrid M&A Disposal

  10. If the Parties have not implemented the steps set out in paragraph 4(b) above with respect to the entirety of the  Divestment  Business  by
      the end of the First Divestiture Period, or if the Parties have not complied with their obligation in paragraph 5 above, the Parties  shall
      grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business, or those parts of the Divestment Business that are  not
      disposed of pursuant to paragraph 4(b) above, in accordance with the procedure described in paragraph 52  within  the  Trustee  Divestiture
      Period, and subject to Completion.

  11. The Parties commit to ensure, within the First Divestiture Period, that each Core Shareholder irrevocably agrees, at the latest by the time
      the sale and purchase agreement referred to in paragraph 4(b) is executed: (i) not to acquire any shares in the Divestment  Company  for  a
      period of […], so long as the relevant shareholder, other than the Original Core Shareholders, remains a Core Shareholder in  the  combined
      Holcim/Lafarge; and (ii) […]. […] to carry out the disposal to an unconnected third party […] The Core Shareholder Disposal  Mandate  shall
      include provisions for the Monitoring Trustee […]in order to ensure that any disposal  pursuant  to  the  terms  of  the  Core  Shareholder
      Disposal Mandate complies with the terms of these Commitments. […].  The Parties shall furnish the Commission and  the  Monitoring  Trustee
      with adequate evidence that demonstrates that the steps referred to in (i) and (ii) above have been complied with, […].

  12. If Closing of the sale to an Anchor Investor does not take place within the M&A Disposal  Closing  Period,  the  Parties  shall  grant  the
      Divestiture Trustee an exclusive mandate to sell those (geographic) parts of the Divestment Business that are not disposed of  pursuant  to
      paragraph 4(a) or 4(b) above, in accordance with the procedure described in paragraph 52 within the M&A  Trustee  Divestiture  Period,  and
      subject to Completion.

  13. If Closing of the sale of the remainder of the Divestment Business (i.e. other than that  sold  to  an  Anchor  Investor,  or  disposed  of
      separately in accordance with the terms of these Commitments) does not take place within the Hybrid M&A Closing Period, the  Parties  shall
      grant the Divestiture Trustee an exclusive mandate to sell the remainder of the Divestment  Business,  in  accordance  with  the  procedure
      described in paragraph 52 within the Hybrid M&A Trustee Divestiture Period, and subject to Completion.

  14. The proposed Concentration shall not be implemented before the Parties have entered into a final binding sale and purchase  agreement  with
      an Anchor Investor for the sale of at least [>50%] of the Divestment Business, obtained all approvals required to implement  a  Hybrid  M&A
      Disposal, and obtained the agreement of each Core Shareholder as set out in paragraph 11, all subject to Completion and the listing of  the
      Divestment Company shares, and the Commission has approved the Anchor Investor as well as such agreements and/or arrangements.

  15. The Parties shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, the Parties implemented the steps set out in paragraph 4(b) and 11 above to effect  the
           Divestment and the Commission approves the proposed Anchor Investor and the arrangements for a Hybrid M&A Disposal and the  terms  of
           the Divestment as being consistent with the Commitments in accordance with the procedure described in paragraph 33; and

      (b)   the Closing of the sale to the Anchor Investor by way of a Hybrid M&A Disposal  takes  place  within  the  M&A  Closing  Period,  the
           closing of the sale of the shares that are the subject of paragraph 11 takes place within the Core Shareholder  Disposal  Period  and
           the closing of the sale of the remainder of the Divestment Business (i.e. other than that sold to an Anchor Investor, or disposed  of
           separately in accordance with the terms of these Commitments) takes place within the Hybrid M&A Closing Period; or

      (c)   in case of a sale by the Divestiture Trustee, the Divestiture Trustee sells the Divestment Business in accordance with the  procedure
           described in paragraph 52 within the M&A Trustee Divestiture Period; or

      (d)   the Divestiture Trustee sells those shares in the Divestment Company that are not disposed of to an Anchor  Investor,  in  accordance
           with the procedure described in paragraph 52 within the Hybrid M&A Trustee Divestiture Period.

    Common provisions

  16. For the avoidance of doubt, Divestiture of the Divestment Business can be done in conjunction with any other business of  the  Parties,  in
      particular, with any other non-European business or asset that is not the subject of these Commitments.

  17. In order to maintain the structural effect of the Commitments, the Parties shall, for a period of […] years  after  Closing,  not  acquire,
      whether directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the  Remedies  Notice,  footnote  3)
      over the whole or part of the Divestment Business, unless, following the submission of a reasoned request from  the  Parties  showing  good
      cause and accompanied by a report from the Monitoring Trustee (as provided in paragraph 66 of these Commitments), the Commission finds that
      the structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary
      to render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Business

  18. The Divestment Business comprises the Holcim Divestment Business and the Lafarge Divestment Business, as defined above.

  19. The Holcim Divestment Business consists of the entirety of Holcim’s operational business activities in:

      (a)   France (with the exception of Holcim’s Altkirch cement plant and adjacent aggregates sites and  ready-mix  plants  in  the  Haut-Rhin
           region, Holcim’s Montoir import terminal in Northwest France and Holcim’s operations in La Réunion);

       (b)  Hungary, including at the request of the Purchaser, (i) an option for the Purchaser to take over Holcim’s legal  position  concerning
           its litigation relating to the ownership of the Miskolc plant, and acquire the plant assets; and (ii) an  option  to  either  acquire
           Holcim’s Hungarian logistics company PULTRANS Kft, or to enter into arrangements for the supply of rail  transportation  services  by
           PULTRANS to supply cement to the Ercsi and/or Békéscsaba terminals that are part of the Holcim Divestment Business (on  substantially
           the same terms as those services supplied to Holcim at completion of the Divestment (as described in Schedule I); and

       (c)  Slovakia.

  20. Holcim entered into  binding sale and purchase agreements with Cemex in respect of  the Holcim Czech Divestment  Business  and  the  Holcim
      Spain Divestment Business on 30 October 2014.  If, for whatever reason, Holcim retains ownership of the Holcim  Czech  Divestment  Business
      and/or the Holcim Spain Divestment Business at the time of Closing, Holcim commits to add to the Holcim Divestment Business the entirety of
      the Holcim Czech Divestment Business and/or the Holcim Spain Divestment Business, as applicable, with the option of disposing of the Holcim
      Spain Divestment Business separately from the remainder of the Divestment Business.

  21. The Lafarge Divestment Business consists of:

      (a)   the entirety of Lafarge’s business activities in Germany;

      (b)   the entirety of Lafarge’s business activities in Romania;

      (c)   Lafarge’s grinding station Ciments Kercim located in Montoir-de-Bretagne in Western France;

      (d)   the entirety of Lafarge’s business activities in La Réunion, with the exception of its shareholding in Ciments de Bourbon; and

      (e)   the Lafarge UK Divestment Business.  In so far as the Lafarge UK Divestment Business is disposed of separately from the remainder  of
           the Divestment Business, the provisions of these Commitments shall apply mutatis mutandis (both in respect of the  M&A  Disposal  and
           the Hybrid M&A Disposal).

  22. The legal and functional structure of the Holcim Divestment Business and the Lafarge Divestment Business as operated to date  is  described
      in Schedules I and II respectively. Both the Holcim Divestment Business and the Lafarge Divestment Business, described in  more  detail  in
      Schedules I and II, include (subject to third party consents where relevant) all assets and staff that contribute to the current  operation
      or are necessary to ensure the viability and competitiveness of the Holcim Divestment Business and  the  Lafarge  Divestment  Business,  in
      particular:

       (a)  all tangible (including on-site alternative fuel assets) and intangible assets (including intellectual property rights  as  described
           in the attached Schedules);

       (b)  all necessary licences, permits and authorisations issued by any governmental organisation for  the  benefit  of  either  the  Holcim
           Divestment Business or the Lafarge Divestment Business;

       (c)  all contracts, leases, commitments and understandings of the Holcim Divestment Business and of the Lafarge Divestment Business;

       (d)  all customer, credit and other records of the Holcim Divestment Business and of the Lafarge Divestment Business; and

       (e)  all Personnel.

  23. In addition, the Holcim Divestment Business and the Lafarge Divestment Business include the benefit, for a transitional period of up to […]
      after Closing,  and on terms and conditions equivalent to those at present afforded to the  Holcim  Divestment  Business  and  the  Lafarge
      Divestment Business, of all current arrangements under which the Parties or their Affiliated Undertakings supply products  or  services  to
      the Holcim Divestment Business or the Lafarge Divestment Business, as the case may be, as detailed in Schedules I and II, unless  otherwise
      agreed with the Purchaser. Strict firewall procedures will be adopted so as to ensure that any competitively sensitive information  related
      to, or arising from such supply arrangements (for example, product roadmaps) will not be shared with, or passed on to, anyone  outside  the
      relevant operations.

 Section C.  Related commitments

      Preservation of viability, marketability and competitiveness

  24. From the Effective Date until Closing, the Parties shall preserve or procure the preservation of the economic viability, marketability  and
      competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible  any  risk  of
      loss of competitive potential of the Divestment Business. In particular the Parties undertake:

       (a)  not to carry out any action that might have a significant  adverse  impact  on  the  value,  management  or  competitiveness  of  the
           Divestment Business, or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment
           policy of the Divestment Business;

       (b)  to make available, or procure to make available, sufficient resources for the development of the Divestment Business,  on  the  basis
           and continuation of the existing business plans;

       (c)  to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
           industry practice), to encourage all Key Personnel to remain with the Divestment Business, and not to solicit or move  any  Personnel
           to the Parties’ remaining business. Where, nevertheless, individual members of the Key Personnel exceptionally leave  the  Divestment
           Business, the Parties shall provide a reasoned proposal to replace the  person  or  persons  concerned  to  the  Commission  and  the
           Monitoring Trustee. The Parties must be able to demonstrate to the Commission that the replacement is well suited to  carry  out  the
           functions exercised by those individual members of the Key Personnel. The replacement shall take place under the supervision  of  the
           Monitoring Trustee, who shall report to the Commission.

      Hold-separate obligations

  25. The Parties commit, from the Effective Date until Closing, to procure  that  each  of  the  Holcim  Divestment  Business  and  the  Lafarge
      Divestment Business is kept separate from each other and from the businesses that  the  Parties  will  be  retaining  and,  to  the  extent
      relevant, after closing of the Concentration to keep each of the Holcim Divestment Business and the Lafarge  Divestment  Business  separate
      from the businesses that the Parties are retaining and to ensure that unless explicitly permitted under these Commitments:  (i)  management
      and staff of the businesses retained by the Parties have no involvement in  either  of  the  Holcim  Divestment  Business  or  the  Lafarge
      Divestment Business; and (ii) the Key Personnel and Personnel of the Holcim Divestment Business and Lafarge  Divestment  Business  have  no
      involvement in any business retained by the Parties and do not report to any individual outside the Holcim Divestment Business  or  of  the
      Lafarge Divestment Business, as appropriate.

  26. Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that  both  the  Holcim  Divestment  Business  and  the  Lafarge
      Divestment Business are managed as distinct and saleable entities separate from the businesses retained by the Parties.  Immediately  after
      the adoption of the Decision, Holcim shall appoint a Holcim Hold Separate Manager  and  Lafarge  shall  appoint  a  Lafarge  Hold  Separate
      Manager. The Holcim Hold Separate Manager, who  shall  be  part  of  the  Key  Personnel,  shall  manage  the  Holcim  Divestment  Business
      independently and in the best interest of the business with a  view  to  ensuring  its  continued  economic  viability,  marketability  and
      competitiveness and its independence from the businesses retained by the Parties. The Lafarge Hold Separate Manager, who shall be  part  of
      the Key Personnel, shall manage the Lafarge Divestment Business independently and in the best interest of  the  business  with  a  view  to
      ensuring its continued economic viability, marketability and competitiveness and its independence  from  the  businesses  retained  by  the
      Parties. Both the Holcim Hold Separate Manager and the Lafarge Hold Separate Manager  shall  closely  cooperate  with  and  report  to  the
      Monitoring Trustee and, if applicable, the Divestiture Trustee. Any replacement of the Holcim Hold Separate Manager  or  the  Lafarge  Hold
      Separate Manager shall be subject to the procedure laid down in paragraph 24(c) of these Commitments.  The  Commission  may,  after  having
      heard the Parties, require the Parties  to replace either the Holcim Hold Separate Manager or the Lafarge Hold Separate Manager.

      Ring-fencing

  27. The Parties shall implement, or procure the implementation of, all necessary measures to ensure that they do not, after the Effective Date,
      obtain any Confidential Information relating to either the Holcim Divestment Business or the  Lafarge  Divestment  Business  and  that  the
      Holcim Divestment Business does not obtain any Confidential Information relating to the Lafarge Divestment Business, and  vice  versa,  and
      that any such Confidential Information obtained by the Parties before the Effective Date will be eliminated and not be used by the Parties.
      This includes measures vis-à-vis the Parties’ appointees on the supervisory  board  and/or  board  of  directors  of  each  of  the  Holcim
      Divestment Business and the Lafarge Divestment Business. In particular, the participation of either the Holcim Divestment Business  or  the
      Lafarge Divestment Business in any central information technology network shall be severed to the extent possible, without compromising the
      viability of either the Holcim Divestment Business or the Lafarge Divestment Business. The Parties may obtain or keep information  relating
      to the Holcim Divestment Business and the Lafarge Divestment Business which is reasonably necessary  for  the  divestiture  of  the  Holcim
      Divestment Business or the Lafarge Divestment Business or the disclosure of which to the Parties is required by law or which is  reasonably
      required by the Parties to comply with their financial reporting or other legal obligations (including in relation to tax filings).

      Non-solicitation clause

  28. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do  not  solicit,  the
      Key Personnel transferred with either the Holcim Divestment Business or the Lafarge Divestment Business for a period of […] after Closing.

      Due diligence

  29. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, the Parties shall,  subject  to
      customary confidentiality assurances and dependent on the stage of the divestiture process:

       (a)  provide to potential purchasers sufficient information as regards the Divestment Business; and

       (b)  provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

      Reporting

  30. The Parties shall submit written reports on the Divestiture process in English to the Commission and the Monitoring Trustee no  later  than
      10 days after the end of every month following the Effective Date (or otherwise at the Commission’s request), including, if applicable,  on
      potential purchasers of the Divestment Business and developments in the negotiations with such potential purchasers, and on the  status  of
      the Divestment. The Parties shall submit a list of all credible potential purchasers having expressed interest in acquiring the  Divestment
      Business, and to whom the Parties would be willing to Divest the Divestment Business to the Commission at each  stage  of  the  divestiture
      process, as well as a copy of all credible offers made by such potential purchasers within five days of their receipt.

  31. The Parties shall inform the Commission and the Monitoring Trustee on the divestiture process, in particular, on preparation  of  the  data
      room documentation and the due diligence procedure and shall submit a prior copy of  any  information  memorandum,  prospectus  or  similar
      documents to the Commission and the Monitoring Trustee.

Section D.  The Purchaser

  32. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:

    (a)    The Purchaser shall be independent of and unconnected to the Parties and their Affiliated Undertakings (this  being  assessed  having
           regard to the situation following the divestiture);

    (b)    The Purchaser shall have the financial resources, proven expertise and incentive to maintain and develop the Divestment Business,  as
           a viable and active competitive force in competition with the Parties and other competitors; and

    (c)    The acquisition of the Divestment Business by the Purchaser must neither be likely to create, in light of the  information  available
           to the Commission, prima facie competition concerns nor give rise to a risk that  the  implementation  of  the  Commitments  will  be
           delayed. In particular, the Purchaser must reasonably be expected to obtain all necessary  approvals  from  the  relevant  regulatory
           authorities for the acquisition of the Divestment Business.

  33. The Purchaser of the Lafarge UK Divestment Business shall not have any structural or financial links (whether directly or indirectly)  with
      any existing Great Britain cement producer, and shall not otherwise create competition or regulatory concerns in Great Britain,  consistent
      with the UK Competition Commission’s Final Report of 14 January ‘Aggregates, cement and ready-mix concrete market investigation’.

  34. To the extent the Anchor Investor is a consortium, the Parties shall procure that: (i) there shall be a maximum of […] consortium  members,
      one of whom shall hold an interest of at least […] in the consortium and commit not to sell its […] shareholding in the  consortium  for  a
      period of at least […] years from Closing (other consortium members shall be permitted  to  sell  their  respective  shareholdings  in  the
      consortium either to other consortium members or to third parties on the condition that the maximum limit  of  […]  consortium  members  is
      retained for a period of at least […] years from Closing); (ii) the consortium shall commit to holding an interest of at  least  [>50%]  in
      the Divestment Business for a period of at least […] years from Closing; and (iii)  the  consortium  members  enter  into  a  shareholders’
      agreement governing the relationship among them.

  35. The final binding sale and purchase agreement (or agreements) (as well as ancillary agreements), or other documentation, including but  not
      limited to a prospectus or shareholder circular, relating to the Divestiture of  the  Divestment  Business  shall  be  conditional  on  the
      Commission’s approval, in the case of a sale and purchase agreement, or be subject to Commission approval prior to publication, in the case
      of a prospectus or similar document. When the Parties have reached an agreement (or agreements) with a purchaser  (or  purchasers),  and/or
      have finalised any relevant shareholder circular or equivalent document (where relevant), and/or have finalised and approved with  relevant
      listing authorities (where relevant) necessary documentation for the  Divestment,  they  shall  submit  a  fully  documented  and  reasoned
      proposal, including a copy of the final agreement(s) and/or any other necessary and final documentation, within one week to the  Commission
      and the Monitoring Trustee. The Parties must be able to demonstrate to the Commission that the purchaser (or purchasers) (including a  sale
      of a controlling interest of at least [>50%] of the Divestment Business), fulfils the Purchaser Criteria and that the  Divestment  Business
      is being divested in a manner consistent with the Commission's Decision and the Commitments. For the approval, the Commission shall  verify
      that the purchaser (or purchasers) fulfils the Purchaser Criteria and that the Divestment Business is being divested in a manner consistent
      with the Commitments including their objective to bring about a lasting structural change in the market. The  Commission  may  approve  the
      Divestiture of the Divestment Business without one or more Assets or parts of the Personnel, or by substituting one or more Assets or parts
      of the Personnel with one or more different assets or different personnel, if this does not affect the viability and competitiveness of the
      Divestment Business after the Divestment, taking account of the proposed Purchaser (if any).

Section E.  Trustee

      I.    Appointment procedure

  36. The Parties shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments  for  a  Monitoring  Trustee.  The
      Parties commit not to close the Concentration before the appointment of a Monitoring Trustee.

  37. If the Parties have not implemented all of the steps set out in either paragraph 4 (a) or (b) above regarding the Divestment  Business  one
      month before the end of the First Divestiture Period, or if the Commission has rejected a purchaser proposed by the Parties at that time or
      thereafter (if applicable), the Parties shall appoint a Divestiture Trustee.  The appointment of the Divestiture Trustee shall take  effect
      upon the commencement of the Trustee Divestiture Period.

  38. In the case of an M&A Disposal, if Closing has not taken place one month before the end of the M&A Disposal Closing Period  ,  the  Parties
      shall appoint a Divestiture Trustee in accordance with the terms of paragraph 45 of these Commitments.  The appointment of the  Divestiture
      Trustee shall take effect upon the commencement of the M&A Trustee Divestiture Period.

  39. In the case of a Hybrid M&A Disposal, if Closing of the sale to an Anchor Investor has not taken place one month before the end of the  M&A
      Disposal Closing Period , the Parties shall appoint a  Divestiture  Trustee  in  accordance  with  the  terms  of  paragraph  45  of  these
      Commitments.  The appointment of the Divestiture Trustee shall take effect upon the commencement of the M&A Trustee Divestiture Period.

  40. In the case of a Hybrid M&A Disposal, if Closing of the sale of the remainder of the Divestment Business not sold to  the  Anchor  Investor
      or disposed of separately in accordance with the terms of these Commitments, has not taken place one month before the end of the Hybrid M&A
      Closing Period , the Parties shall appoint a Divestiture Trustee in accordance with the terms of paragraph 45 of  these  Commitments.   The
      appointment of the Divestiture Trustee shall take effect upon the commencement of the Hybrid M&A Trustee Divestiture Period.

  41. In the case of disposal of the Core Shareholder shares that are the subject of paragraph 11 of these Commitments, if the disposal  of  such
      shares has not taken place one month before the end of the Core Shareholder Disposal  Period,  the  Parties  shall  appoint  a  Divestiture
      Trustee in accordance with the terms of paragraph 45 of these Commitments.  The appointment of the Divestiture Trustee  shall  take  effect
      upon the commencement of the Core Shareholder Disposal Period.

  42. The Trustee shall:

    (a)    at the time of appointment, be independent of the Parties and their Affiliated Undertakings;

    (b)    possess the necessary qualifications to carry out its mandate, for example have  sufficient  relevant  experience  as  an  investment
           banker or consultant or auditor; and

    (c)    neither have nor become exposed to a Conflict of Interest.

  43. The Trustee shall be remunerated by the Parties in a way that does not impede the independent and effective fulfilment of its  mandate.  In
      particular, where the remuneration package of a Divestiture Trustee includes a success premium linked  to  the  final  sale  value  of  the
      Divestment Business, such success premium may only be earned if the Divestiture takes place within the relevant Trustee Divestiture Period.

            Proposal by the Parties

  44. No later than two weeks after the Effective Date, the Parties shall submit the name or names of one or more natural or legal  persons  whom
      the Parties propose to appoint as the Monitoring Trustee to the Commission for approval.

  45. No later than one month before the end of the First Divestiture Period or on request by the Commission, the Parties shall submit a list  of
      one or more persons whom the Parties propose to appoint as Divestiture Trustee to the Commission for approval. The proposal  shall  contain
      sufficient information for the Commission to verify that the person or persons proposed as Trustee  fulfil  the  requirements  set  out  in
      paragraph 42 and shall include:

    (a)    the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under
           these Commitments;

    (b)    the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks; and

    (c)    an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different trustees
           are proposed for the two functions.

            Approval or rejection by the Commission

  46. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
      modifications it deems necessary for the Trustee to fulfil its obligations. If only one name is approved,  the  Parties  shall  appoint  or
      cause to be appointed the person or persons concerned as Trustee, in accordance with the mandate approved by the Commission. If  more  than
      one name is approved, the Parties shall be free to choose the Trustee to be appointed from among the names approved. The Trustee  shall  be
      appointed within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

            New proposal by the Parties

  47. If all the proposed Trustees are rejected, the Parties shall submit the names of at least two more natural or legal persons within one week
      of being informed of the rejection, in accordance with paragraphs 36 and 46 of these Commitments.

            Trustee nominated by the Commission

  48. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom the Parties  shall  appoint,
      or cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II.   Functions of the Trustee

  49. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The  Commission  may,  on
      its own initiative or at the request of the Trustee or the Parties, give any orders or instructions to  the  Trustee  in  order  to  ensure
      compliance with the conditions and obligations attached to the Decision.

            Duties and obligations of the Monitoring Trustee

  50. The Monitoring Trustee shall:

    (a)    propose in its first report to the Commission a detailed work  plan  describing  how  it  intends  to  monitor  compliance  with  the
           obligations and conditions attached to the Decision.

    (b)    oversee, in close co-operation with both the Holcim Hold Separate Manager and the Lafarge Hold Separate Manager, as appropriate,  the
           on-going management of the  Divestment Business with  a  view  to  ensuring  its  continued  economic  viability,  marketability  and
           competitiveness and monitor compliance by the Parties with the conditions and obligations attached to the Decision. To that  end  the
           Monitoring Trustee shall:

            (i)        monitor the preservation of the economic viability, marketability  and  competitiveness  of  both  the  Holcim  Divestment
             Business and the Lafarge Divestment Business, and the keeping separate of the Holcim Divestment Business and the Lafarge Divestment
             Business from the business retained by the Parties, in accordance with paragraphs 24 and 25 of these Commitments;

            (ii)  supervise the management of each of the Holcim Divestment Business and the Lafarge Divestment Business as distinct and saleable
             entities, in accordance with paragraph 26 of these Commitments;

            (iii) with respect to Confidential Information:

                 – determine all necessary measures to ensure that  the  Parties  do  not  after  the  Effective  Date  obtain  any  Confidential
                   Information relating to either the Holcim Divestment Business or the Lafarge Divestment Business;
                 – in particular strive for the severing of the Holcim Divestment Business’ or the Lafarge Divestment Business’ participation  in
                   a central information technology network to the extent possible, without compromising  the  viability  of  either  the  Holcim
                   Divestment Business or the Lafarge Divestment Business;
                 – make sure that any Confidential Information relating to either the  Holcim  Divestment  Business  or  the  Lafarge  Divestment
                   Business obtained by the Parties before the Effective Date is eliminated and will not be used by the Parties; and
                 – decide whether such information may be disclosed to or kept by the Parties as the disclosure is reasonably necessary to  allow
                   the Parties to carry out the divestiture or as the disclosure is required by law;

            (iv)  monitor any splitting of assets and the allocation of  Personnel  between  the  Holcim  Divestment  Business  and  the  Lafarge
             Divestment Business, as the case may be, and the Parties or Affiliated Undertakings;

    (c)    propose to the Parties such measures as the Monitoring Trustee considers  necessary  to  ensure  the  Parties’  compliance  with  the
           conditions and obligations attached to the Decision, in particular the maintenance of the full economic viability,  marketability  or
           competitiveness of the Divestment Business, the holding separate of the Divestment Business and the non-disclosure  of  competitively
           sensitive information;

    (d)    review and assess potential purchasers as well as the progress of the divestiture process relating to the Divestment and verify that,
           dependent on the stage of the divestiture process:

            (i)        potential purchasers receive sufficient and correct information relating to the Divestment Business and the  Personnel  in
             particular by reviewing, if available, the data room documentation, the information memorandum and the due diligence process, and

            (ii)  potential purchasers are granted reasonable access to the Personnel;

      (e)   review documentation in connection with a Hybrid M&A Disposal  and verify that, if implemented, the  applicable  structure  would  be
           effective to achieve a Divestiture of the Divestment Business, and verify that the Core Shareholder shares that are  the  subject  of
           paragraph 11 of these Commitments are being disposed of in a manner that it compliant with these Commitments;

      (f)   act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

      (g)   provide to the Commission, sending the Parties a non-confidential copy at the same time, a written report within 15  days  after  the
           end of every month that shall cover the operation and management of the Divestment Business as well as the splitting  of  assets  and
           the allocation of Personnel so that the Commission can assess whether the businesses  are  held  in  a  manner  consistent  with  the
           Commitments and the progress of the divestiture process as well as potential purchasers;

      (g)        promptly report in writing to the Commission, sending the Parties a non-confidential copy at the same time, if it  concludes  on
           reasonable grounds that the Parties are failing to comply with these Commitments;

      (h)        within one week after receipt of the documented proposal referred to in  paragraph  35  of  these  Commitments,  submit  to  the
           Commission, sending the Parties a non-confidential copy at the same time, a reasoned opinion as to the suitability  and  independence
           of the proposed purchaser or purchasers and the viability of the Divestment Business after the  Divestment  and  as  to  whether  the
           Divestment Business is divested in a manner consistent with the conditions and obligations attached to the Decision,  in  particular,
           if relevant, whether the Divestment of the Divestment Business without one or more Assets or not all of  the  Personnel  affects  the
           viability of the Divestment Business after the Divestment, taking account of the proposed purchaser or purchasers (if any);

      (i)        assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

  51. If the Monitoring Trustee and the Divestiture Trustee are not the same legal or natural persons, the Monitoring Trustee and the Divestiture
      Trustee shall cooperate with each other during and for the purpose of the preparation of the relevant Trustee Divestiture Period  in  order
      to facilitate each other’s tasks.

            Duties and obligations of the Divestiture Trustee

  52. Within the Trustee Divestiture Period, or the M&A Trustee Divestiture Period, and/or the Hybrid M&A Trustee Divestiture Period,  and/or  if
      the Core Shareholder shares that are the subject of paragraph 11 of these Commitments are not  disposed  of  during  the  Core  Shareholder
      Disposal Period, as applicable, the Divestiture Trustee shall, subject to Completion, sell […] the Divestment Business, and  if  applicable
      the Core Shareholder shares, to a Purchaser, provided that the Commission has approved both the Purchaser and the final  binding  sale  and
      purchase agreement (and ancillary agreements) as in line with the Commission's Decision and the Commitments in accordance  with  paragraphs
      32 and 35 of these Commitments, and in the case of the Core Shareholder shares, the disposal is in accordance with paragraph  11  of  these
      Commitments. The Divestiture Trustee retains a discretion as to the manner  in  which  it  shall  sell  the  Divestment  Business,  and  if
      applicable, the Core Shareholder shares.  The Divestiture Trustee shall include in the sale  and  purchase  agreement,  or  other  disposal
      arrangement, (as well as in any ancillary agreements) such terms and conditions as it considers appropriate for an expedient  sale  in  the
      Trustee Divestiture Period. In particular, the Divestiture  Trustee  may  include  in  the  sale  and  purchase  agreement  such  customary
      representations and warranties and indemnities as are reasonably required to effect the sale. The Divestiture  Trustee  shall  protect  the
      legitimate financial interests of the Parties, subject to the Parties’ unconditional obligation to divest […] in  the  Trustee  Divestiture
      Period.

  53. In each of the Trustee Divestiture periods referred to in paragraph 52 (or otherwise at the Commission’s request), the Divestiture  Trustee
      shall provide the Commission with a comprehensive monthly report written in English on  the  progress  of  the  divestiture  process.  Such
      reports shall be submitted within 15 days after the end of every month with a simultaneous copy  to  the  Monitoring  Trustee  and  a  non-
      confidential copy to the Parties.

      III.  Duties and obligations of the Parties

  54. The Parties shall provide and shall cause their advisors to provide the Trustee with all such co-operation, assistance and  information  as
      the Trustee may reasonably require to perform its tasks. The Trustee shall have full and complete access to any of the Divestment Business’
      books, records, documents, management or other personnel, facilities, sites and technical information necessary for fulfilling  its  duties
      under the Commitments and the Divestment Business shall provide the Trustee upon request with copies of any document. The Holcim Divestment
      Business and the Lafarge Divestment Business shall make available to the Trustee one or  more  offices  on  their  premises  and  shall  be
      available for meetings in order to provide the Trustee with all information necessary for the performance of its tasks.

  55. The Parties shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on behalf of
      the management of the Holcim Divestment Business and the Lafarge  Divestment  Business.  This  shall  include  all  administrative  support
      functions relating to each of the Holcim Divestment Business and the Lafarge  Divestment  Business  which  are  currently  carried  out  at
      headquarters level. The Parties shall provide and shall cause its advisors  to  provide  the  Monitoring  Trustee,  on  request,  with  the
      information submitted to potential purchasers, in particular give the Monitoring Trustee access to the  data  room  documentation  and  all
      other information granted to potential purchasers in the due diligence procedure. The  Parties  shall  inform  the  Monitoring  Trustee  on
      possible credible purchasers, submit lists of all credible potential purchasers at each stage  of  the  selection  process,  including  the
      offers made by credible potential purchasers at those stages, and  keep  the  Monitoring  Trustee  informed  of  all  developments  in  the
      divestiture process.

  56. The Parties shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly  executed,  to  the  Divestiture
      Trustee to effect the sale (including ancillary agreements), the Closing and all actions and declarations  which  the  Divestiture  Trustee
      considers necessary or appropriate to achieve the sale and the Closing, including the appointment of  advisors  to  assist  with  the  sale
      process. Upon request of the Divestiture Trustee, the Parties shall cause the documents required for effecting the sale and the Closing  to
      be duly executed.

  57. The Parties shall indemnify the Trustee and its employees and agents (each an Indemnified Party) and hold each Indemnified  Party  harmless
      against, and hereby agree that an Indemnified Party shall have no liability to  the  Parties  for,  any  liabilities  arising  out  of  the
      performance of the Trustee’s duties under the Commitments, except to the extent that such  liabilities  result  from  the  wilful  default,
      recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.

  58. At the expense of the Parties, the Trustee may appoint advisors (in particular for financial or legal  advice),  subject  to  the  Parties’
      approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors necessary  or
      appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by  the
      Trustee are reasonable. Should the Parties refuse to approve  the  advisors  proposed  by  the  Trustee  the  Commission  may  approve  the
      appointment of such advisors instead, after having heard the Parties. Only the Trustee shall be  entitled  to  issue  instructions  to  the
      advisors. Paragraph 57 of these Commitments shall apply mutatis mutandis.  In the Trustee Divestiture Periods, the Divestiture Trustee  may
      use advisors who served the Parties during the Divestiture Period if the Divestiture Trustee considers this in  the  best  interest  of  an
      expedient sale.

  59. The Parties agree that the Commission may share Confidential Information proprietary to the Parties and the Holcim Divestment Business  and
      the Lafarge Divestment Business with the Trustee. The Trustee shall not disclose such information and the principles contained  in  Article
      17 (1) and (2) of the Merger Regulation apply mutatis mutandis.

  60. The Parties agree that the contact details of the Monitoring Trustee are published on the website of the  Commission's  Directorate-General
      for Competition and they shall inform interested third parties, in particular any potential purchasers, of the identity and  the  tasks  of
      the Monitoring Trustee.

  61. For a period of 10 years from the Effective Date the Commission may request all information from the Parties that is  reasonably  necessary
      to monitor the effective implementation of these Commitments.

      IV.   Replacement, discharge and reappointment of the Trustee

  62. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
      a Conflict of Interest:

    (a)    the Commission may, after hearing the Trustee and the Parties, require the Parties to replace the Trustee; or

    (b)    the Parties may, with the prior approval of the Commission, replace the Trustee.

  63. If the Trustee is removed according to paragraph 62 of these Commitments, the Trustee may be required to continue in its function  until  a
      new Monitoring Trustee is in place to whom the Trustee has effected a full hand over of all relevant information. The new Trustee shall  be
      appointed in accordance with the procedure referred to in paragraphs 36 to 48 of these Commitments.

  64. Unless removed according to paragraph 62 of these Commitments, the Trustee shall cease to act as Trustee  only  after  the  Commission  has
      discharged it from its duties after all the Commitments with which the Trustee has been  entrusted  have  been  implemented.  However,  the
      Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies  might
      not have been fully and properly implemented.

Section F.  The review clause

  65. The Commission may extend the time periods foreseen in the Commitments in response to a request from the Parties or, in appropriate  cases,
      on its own initiative. Where the Parties request an extension of a time period, they shall submit a reasoned request to the  Commission  no
      later than one month before the expiry of that period, showing good cause.  Good cause  shall  include,  inter  alia,  circumstances  where
      Completion could not take place on or before […] for reasons outside of the Parties’ control.  This  request  shall  be  accompanied  by  a
      report from the Monitoring Trustee, who shall, at the same time send a non-confidential  copy  of  the  report  to  the  Parties.  Only  in
      exceptional circumstances shall the Parties be entitled to request an extension within the last month of any period.

  66. The Commission may further, in response to a reasoned request from the  Parties  showing  good  cause,  waive,  modify  or  substitute,  in
      exceptional circumstances, one or more of the undertakings in these Commitments. This request shall be accompanied by  a  report  from  the
      Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the Parties. The request shall not  have  the
      effect of suspending the application of the undertaking and, in particular, of suspending the expiry  of  any  time  period  in  which  the
      undertaking has to be complied with.

Section G.  Entry into force

  67. The Commitments shall take effect upon the date of adoption of the Decision.

    (signed)     (signed)
    duly authorised for and on behalf of     duly authorised for and on behalf of
    Holcim Ltd.  Lafarge S.A.

                                                                    SCHEDULE I

   1. The Holcim Divestment Business comprises:

    (a)    the entirety of Holcim’s business activities in France, currently carried out by  Holcim  France  S.A.S  (Holcim  France),  with  the
           limited exception of Holcim’s cement plant at Altkirch and the adjacent aggregates sites and RMX  plants  in  the  Haut-Rhin  region,
           Holcim’s Montoir import terminal  in  Northwest  France  and  Holcim’s  operations  in  La  Réunion.   A  list  of  subsidiaries  and
           participations that form part of Holcim France and that will be divested is contained at Annex I.1(a);

    (b)    the entirety of Holcim’s operating assets in Hungary (Holcim Hungary), with the exception of: (i) the mothballed Miskolc cement plant
           (and its quarries), subject to granting the Purchaser, at the request of the  Purchaser,  an  option  to  take  over  Holcim’s  legal
           position concerning its litigation relating to the ownership of the Miskolc plant, and to acquire the plant assets; (ii)  the  closed
           Labatlan cement plant/terminal (and a nearby limestone quarry and marl quarry, the production of  which  is  contracted  to  a  third
           party); (iii) a plot of land at Nyergesújfalu near to Labatlan; and (iv) a rail logistics company (PULTRANS Kft), subject to granting
           the Purchaser, at the request of the Purchaser, an option to either acquire PULTRANS Kft, or  to  enter  into  arrangements  for  the
           supply of rail transportation services by PULTRANS to supply cement to the Ercsi and/or Békéscsaba terminals that  are  part  of  the
           Holcim Divestment Business (on substantially the same terms as those services supplied to Holcim at completion of the Divestment).  A
           list of subsidiaries and participations that form part of Holcim Hungary and that will be divested is contained at Annex I.1(b); and

    (c)    the entirety of Holcim’s business activities in Slovakia, currently operated through Holcim (Slovensko) a.s (Holcim Slovakia),  which
           includes an ecorec alternative fuels business.  A list of subsidiaries and participations that form part of Holcim Slovakia and  that
           will be divested is contained at Annex I.1(c).

   2. In addition, to the extent Holcim retains ownership of any assets in the Czech Republic and in Spain at the time  of  Closing,  the  Holcim
      Divestment Business will also comprise:

    (a)    the entirety of Holcim’s business activities in the Czech Republic, currently operated through Holcim  (Česko)  a.s.,  člen  koncernu
           (Holcim Czech).  A list of subsidiaries and participations that form part of Holcim Czech and that will be divested is  contained  at
           Annex I.2(a); and

    (b)    Holcim’s integrated cement plant at Gador and Holcim’s grinding station at Yeles in Spain, with the  option  of  disposing  of  these
           assets in Spain separately from the remainder of the Divestment Business.

   Holcim France

   3. Holcim France comprises:

      (a)   Holcim’s integrated cement plants at Héming, Lumbres and Rochefort;

      (b)   Holcim’s grinding stations at Dannes, Dunkerque, Grand-Couronne, La Rochelle and Ebange (mothballed);

      (c)   Holcim’s import terminal at Dunkerque;

      (d)   65 of Holcim’s aggregates sites[377];

      (e)   120 of Holcim’s RMX plants[378]; and[379]

      (f)   related alternative fuels and resources assets and services, including the Saint Etienne du Vauvray  platform  and  waste  processing
           installations in each plant (including the fluff process implemented in Héming, Lumbres and Rochefort).[380]

   4. In accordance with paragraphs 22 and 23 of these Commitments, subject to third party consent where relevant, Holcim France includes, but is
      not limited to:

    (a)    all tangible assets at each of the integrated plants (including waste processing installations), grinding stations, import terminals,
           aggregates sites, RMX plants and the waste processing platform referred to in paragraph  3  above,  including  the  plants,  grinding
           stations, import terminals and sites themselves, as well  as  all  land,  associated  quarries,  buildings,  offices,  machinery  and
           equipment.[381] A list of tangible and intangible assets owned by Holcim France that will form part of the Holcim Divestment Business
           is contained at Annex I.4(a) and a list of just the AFR assets is contained at Annex I.4(a).2;

    (b)    all intangible assets relating to each of the integrated plants, grinding stations, import terminals, aggregates  sites,  RMX  plants
           and alternative fuels and resources assets and services (with the exception, in the case of the  latter,  of  the  ‘geocycle’  brand)
           referred to in paragraph 3 above, including all goodwill and software.  A list of local brands that are used  by  Holcim  France  and
           that, in principle, will be transferred together with the Holcim Divestment Business is contained at Annex I.4(b).

    (c)    all necessary licences, permits and authorisations relating to each of the integrated plants, grinding  stations,  import  terminals,
           aggregates sites, RMX plants and the waste processing platform referred to in paragraph 3 above, including the following main permits
           and authorisations:

      (i)  permits for quarry exploitation (“Arrêté carriere”);

      (ii) permits for plant exploitation (“Arrêté ICPE” - Installation Classée pour la Protection de l’Environnement”); and

      (iii)      harbour authorisations (“Autorisation portuaire”);

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, key supply contracts  and  all  customer  contracts
           held by Holcim France and/or any third parties.  In relation to the alternative fuels and resources assets and services,  this  means
           all customer contracts for which waste is processed in France;

    (e)    all customer, credit and other records that are held by Holcim France;

    (f)    all Personnel;

    (g)    all Key Personnel, including […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those  products  or  services  supplied  to  Holcim  France  at  completion  of  the
           Divestment) for a transitional period of up to […] after Closing.
   5. Holcim France shall not include:

    (a)    Holcim’s cement plant located at Altkirch[382];

    (b)    9 adjacent aggregates sites[383] and 18 adjacent RMX plants[384] located in the Haut-Rhin region;

    (c)    Holcim’s import terminal located at Montoir; and

    (d)    Holcim’s operations in La Réunion.

   6. Subject to paragraph 4 above, if there is any asset or personnel which is not be covered by paragraph 4 of this Schedule but which is  both
      used (exclusively or not) by Holcim France and necessary for the continued viability and competitiveness of Holcim France,  that  asset  or
      adequate substitute will be offered to potential purchasers.

   Holcim Hungary

   7. Holcim Hungary comprises:

      (a)   Holcim’s cement import terminals in Ercsi and Békéscsaba;

      (b)   Holcim’s 27 RMX plants;

      (c)   Holcim’s three RMX laboratories at Rákospalota, Békéscsaba and Miskolc;

      (d)   Holcim’s road binder business;[385] and

      (e)   a road transportation services business, Transplus Hungaria Kftr.

   8. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Holcim Hungary includes, but is
      not limited to:

    (a)    all tangible assets at each of the import terminals, RMX plants and RMX laboratories referred to in paragraph 7 above, or included in
           the road binder business and the road transportations services business, including the  import  terminals,  plants  and  laboratories
           themselves, as well as all land, buildings, offices, machinery and equipment.  A list of tangible  and  intangible  assets  owned  by
           Holcim Hungary that will form part of the Holcim Divestment Business is contained at Annex I.8(a);

    (b)    all intangible assets relating to each of the import terminals, RMX plants and laboratories referred to  in  paragraph  7  above,  or
           included in the road binder business and the road transportation services business, including all goodwill and software.  A  list  of
           local brands that are used by Holcim Hungary and that, in principle, will be transferred together with the Holcim Divestment Business
           is contained at Annex I.8(b).

    (c)    all necessary licences, permits and authorisations relating to Holcim Hungary,  including  permits  that  relate  to  water  and  air
           quality;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, key supply contracts and all customer relationships
           relating to the operation of the assets of Holcim Hungary and/or any third parties;

    (e)    all customer, credit and other records that pertain to Holcim Hungary;

    (f)    all Personnel;

    (g)    all Key Personnel: including […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products  or  services  supplied  to  Holcim  Hungary  at  completion  of  the
           Divestment) for a transitional period of up to […] after Closing.

   9. Holcim Hungary shall not include:

    (a)    Holcim’s mothballed cement plant located at Miskolc (and its quarries), subject to granting the Purchaser,  at  the  request  of  the
           Purchaser, an option to take over Holcim’s legal position concerning its litigation relating to the ownership of the  Miskolc  plant,
           and to acquire the plant assets;

    (b)    Holcim’s closed cement plant/terminal located at Labatlan (and a nearby limestone quarry and marl quarry);

    (c)    a plot of land at Nyergesujfalu near to Labatlan; and

    (d)    a rail logistics company (PULTRANS Kft), subject to granting the Purchaser, at the request of the  Purchaser,  an  option  to  either
           acquire PULTRANS Kft or to enter into arrangements for the supply of rail transportation services by PULTRANS to supply cement to the
           Ercsi and/or Békéscsaba terminals that are part of the Holcim Divestment Business (on substantially the same terms as those  services
           supplied to Holcim at completion of the Divestment).

  10. Subject to paragraph 9 above, if there is any asset or personnel which is not be covered by paragraph 8 of this Schedule but which is  both
      used (exclusively or not) by Holcim Hungary and necessary for the continued viability and competitiveness of Holcim Hungary, that asset  or
      adequate substitute will be offered to potential purchasers.

   Holcim Slovakia

  11. Holcim Slovakia comprises:

      (a)   Holcim’s integrated cement plants at Rohoznik and Turna;

      (b)   Holcim’s six aggregates sites;

      (c)   Holcim’s 31 RMX sites (2 of which are land only);

      (d)   the alternative fuels and resources business, comprising ecorec Slovensko s.r.o, ecorec Osterreich GmbH and ecorec Hungaria Kft,  and
           including the alternative fuel processing plant at Pezinok in Slovakia (but,  for  the  avoidance  of  doubt,  excluding  the  ecorec
           regional offices); and

      (e)   a road transportation services business, Transplus (Slovensko) s.r.o.

  12. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Holcim Slovakia  includes,  but
      is not limited to:

    (a)    all tangible assets at each of the integrated cement plants, aggregates sites, RMX plants, or included in the alternative  fuels  and
           resources business or, if applicable, the road transportation services business referred to in  paragraph  11  above,  including  the
           integrated cement plants, aggregates sites, RMX plants and alternative fuel  processing  plant  themselves,  as  well  as  all  land,
           buildings, offices, machinery and equipment.  A list of tangible and intangible assets owned by Holcim Slovakia that will  form  part
           of the Holcim Divestment Business is contained at Annex I.12(a);

      (b)   all intangible assets relating to each of the integrated cement plants, aggregates sites, RMX plants, or included in the  alternative
           fuels and resources business or, if applicable, the road  transportation  services  business  referred  to  in  paragraph  11  above,
           including all goodwill and software.    A list of local brands that are used by Holcim Slovakia  and  that,  in  principle,  will  be
           transferred together with the Holcim Divestment Business is contained at Annex I.12(b).

    (c)    all necessary licences, permits and authorisations relating to Holcim Slovakia, including  permits  that  relate  to  water  and  air
           quality;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, key supply contracts and all customer relationships
           relating to the operation of the assets of Holcim Slovakia and/or any third parties;

    (e)    all customer, credit and other records that pertain to Holcim Slovakia;

    (f)    all Personnel;

    (g)    all Key Personnel including […]; and

    (h)    at the Purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products or  services  supplied  to  Holcim  Slovakia  at  completion  of  the
           Divestment) for a transitional period of up to […] after Closing.

  13. Holcim Slovakia shall not include Holcim Business Services s.r.o.

  14. Subject to paragraph 13 above, if there is any asset or personnel which is not be covered by paragraph 12 of this  Schedule  but  which  is
      both used (exclusively or not) by Holcim Slovakia and necessary for the continued viability and competitiveness of  Holcim  Slovakia,  that
      asset or adequate substitute will be offered to potential purchasers.  In addition, the Parties  commit  to  licence,  at  the  Purchaser’s
      option, Holcim’s […] technologies for continuous use at the Rohoznik plant on an exclusive royalty-free basis  for  the  life-time  of  the
      underlying patents.

  15. In the event that Holcim Czech is included in the Holcim Divestment Business:

   Holcim Czech

  16. Holcim Czech comprises:

      (a)   Holcim’s integrated cement plant at Prachovice;

      (b)   Holcim’s 4 main active aggregates sites;[386]

      (c)   Holcim’s 16 RMX plants;

      (d)   a road transportation services business, Transplus (Cesko) s.r.o; and

      (e)   an alternative fuels and resources business, ecorec (Cesko) s.r.o.

  17. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Holcim Czech includes,  but  is
      not limited to:

    (a)    all tangible assets at the integrated plant, aggregates sites and RMX plants referred to in paragraph 16 above, or  included  in  the
           road transportation services business or alternative fuels and resources business, including the plants and sites themselves, as well
           as all land, associated quarries, buildings, offices, machinery and equipment.  A list of tangible and  intangible  assets  owned  by
           Holcim Czech that will form part of the Holcim Divestment Business is contained at Annex I.17(a) and a list of just the AFR assets is
           contained at Annex I.17(a).2;

    (b)    all intangible assets relating to the integrated plant, aggregates sites and RMX  plants  referred  to  in  paragraph  16  above,  or
           included in the road transportation services business or alternative  fuels  and  resources  business,  including  all  goodwill  and
           software.   A list of local brands that are used by Holcim Czech and that, in principle, will be transferred together with the Holcim
           Divestment Business is contained at Annex I.17(b).

    (c)    all necessary licences, permits and authorisations relating to the integrated plant, aggregates sites and RMX plants referred  to  in
           paragraph 16 above, including mining authorisations, approvals relating to drainage, CO2 emissions and water consumption;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, key supply contracts  and  all  customer  contracts
           held by Holcim Czech and/or any third parties;

    (e)    all customer, credit and other records that are held by Holcim Czech;

    (f)    all Personnel;

    (g)    all Key Personnel: including […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products or services supplied to Holcim Czech at completion of the Divestment)
           for a transitional period of up to […] after Closing.

  18. If there is any asset or personnel which is not be covered by paragraph 17 of this Schedule but which is both used (exclusively or not)  by
      Holcim Czech and necessary for the continued viability and competitiveness of Holcim Czech, that  asset  or  adequate  substitute  will  be
      offered to potential purchasers.

  19. In the event that the Holcim Spain Divestment Business is included in the Holcim Divestment Business:

   Holcim Spain Divestment Business

  20. The Divestment Business comprises:

      (a)   Holcim’s integrated cement plant at Gador; and

      (b)   Holcim’s grinding station at Yeles.

  21. In accordance with paragraphs 22 and 23 of these Commitments, subject to third party consent where relevant, the  Holcim  Spain  Divestment
      Business includes, but is not limited to:

    (a)    all tangible assets at the integrated plant and grinding station referred to in paragraph 20 above,  including  the  plant,  grinding
           station, and sites themselves, as well as all land, associated quarries, buildings, offices, machinery  and  equipment.   A  list  of
           tangible and intangible assets owned by the Holcim Spain Divestment Business that will form part of the Holcim Divestment Business is
           contained at Annex I.21(a);

    (b)    all intangible assets relating to the integrated plant and grinding station referred to in paragraph 20 above, including all goodwill
           and software;

    (c)    all necessary licences, permits and authorisations relating to the integrated plant and grinding station referred to in paragraph  20
           above, including the following main permits and authorisations:

      (i)  operating permits (“Licencia Apertura y actividad Fabrica de cement”);

      (ii) environmental authorisations (“Autorizacion Ambiental Integrada”); and

      (iii)      authorisations to emit greenhouse gases (“Autorizacion de Emision de Gases de Efecto Invernaderso”);

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, key supply contracts and all customer contracts  in
           connection with Gador and Yeles;

    (e)    all customer, credit and other records that are held in relation to Gador and Yeles;

    (f)    all Personnel;

    (g)    all Key Personnel; including, […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products or services supplied to Holcim Spain at completion of the Divestment)
           for a transitional period of up to [...] after Closing.

  22. If there is any asset or personnel which is not be covered by paragraph 21 of this Schedule but which is both used (exclusively or not)  by
      Holcim Spain and necessary for the continued viability and competitiveness of Holcim Spain, that  asset  or  adequate  substitute  will  be
      offered to potential purchasers.

                                                                   SCHEDULE II

   1. The Lafarge Divestment Business comprises:

    (a)    the entirety of Lafarge’s business activities in Germany (Lafarge Germany).  A list of subsidiaries and participations that form part
           of Lafarge Germany and that will be divested is contained at Annex II.1(a);

    (b)    the entirety of Lafarge’s business activities in Romania (Lafarge Romania).  A list of subsidiaries and participations that form part
           of Lafarge Romania and that will be divested is contained at Annex II.1(b);

    (c)    Lafarge’s grinding station Ciments Kercim located in Montoir-de-Bretagne in Western France (Lafarge France);

    (d)    the entirety of Lafarge’s business activities in La Réunion, with the exception of its shareholding in Ciments de Bourbon (Lafarge La
           Réunion).  A list of subsidiaries and participations that form part of Lafarge La Réunion and that will be divested is  contained  at
           Annex II.1(d); and

      (e)  Lafarge’s business activities in the UK, currently carried out by Lafarge Tarmac, subject to the joint venture  partner’s  agreement,
           and with the exception of the Cauldon Assets (defined below) (Lafarge UK).  A list of subsidiaries and participations that form  part
           of Lafarge UK and that will be divested is contained at Annex II.1(e).

   Lafarge Germany

   2. Lafarge Germany comprises:

      (a)   Lafarge’s integrated cement plants at Karsdorf and Wössingen;

      (b)   Lafarge’s grinding station at Sötenich; and

      (c)   Lafarge’s RMX plants at Neufahrn and Großpösna (the latter subject to the joint venture partner’s agreement).

   3. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Lafarge Germany  includes,  but
      is not limited to:

    (a)    all tangible assets at each of the integrated plants, grinding station and RMX plants referred to in paragraph 2 above, including the
           plants and grinding station themselves, as well as all land, associated quarries, buildings, offices,  machinery  and  equipment.   A
           list of tangible and intangible assets owned by Lafarge Germany that will form part of the Lafarge Divestment Business  is  contained
           at Annexes II.3(a).1-II.3(a).4 and a list of just the AFR assets is contained at Annex II.3(a).5;

    (b)    all intangible assets relating to each of the integrated plants, grinding station and RMX plants referred to in  paragraph  2  above,
           including all goodwill and software.  A list of local brands that are used by  Lafarge  Germany  and  that,  in  principle,  will  be
           transferred together with the Lafarge Divestment Business is contained at Annex II.3(b).

    (c)    all necessary licences, permits and authorisations relating to each of the integrated plants, the grinding  station  and  RMX  plants
           referred to in paragraph 2 above;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, all key supply contracts and all customer contracts
           held by Lafarge Germany and/or any third parties;

    (e)    all customer, credit and other records that are held by Lafarge Germany;

    (f)    all Personnel;

    (g)    all Key Personnel: […]; and

    (h)    at the purchaser’s request, arrangements for the supply of  products  or  services  currently  supplied   by  the  Parties  or  their
           Affiliated Undertakings (on substantially the same terms as those products or services supplied to Lafarge Germany at  completion  of
           the Divestment) for a transitional period of up to […] after Closing.

   4. If there is any relevant asset or personnel which is not covered by paragraph 3 of this Schedule but which is both  owned  (exclusively  or
      not) by Lafarge Germany and necessary for the continued viability and competitiveness of Lafarge Germany, that asset or adequate substitute
      will be offered to potential purchasers.

   Lafarge Romania

   5. Lafarge Romania comprises:

      (a)   Lafarge’s integrated cement plants at Medgidia and Hoghiz;

      (b)   Lafarge’s grinding station at Targu Jiu;

      (c)   Lafarge’s SICIM import terminal and cement distribution terminals at Cluj and Glina;

      (d)   Lafarge’s 17 RMX plants;[387] and

      (e)   Lafarge’s 26 aggregates quarries[388] and 3 distribution centers.[389]

   6. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Lafarge Romania  includes,  but
      is not limited to:

    (a)    all tangible assets at each of the integrated plants, grinding station, import and distribution terminals, RMX plants and  aggregates
           sites referred to in paragraph 5 above, including the plants, grinding station, terminals and sites themselves, as well as all  land,
           associated quarries, buildings, offices, machinery and equipment.  A list of tangible and intangible assets owned by Lafarge  Romania
           that will form part of the Lafarge Divestment Business is contained at Annexes II.6(a).1 – II.6(a).4 and  a  list  of  just  the  AFR
           assets is contained at Annex II.6(a).5;

    (b)    all intangible assets relating to each of the integrated plants, grinding station, import and distribution terminals, RMX plants  and
           aggregates sites referred to in paragraph 5 above, including all goodwill and software.  A list of local  brands  that  are  used  by
           Lafarge Romania and that, in principle, will be transferred together with the Lafarge  Divestment  Business  is  contained  at  Annex
           II.6(b).

    (c)    all necessary licences, permits and authorisations  relating  to  each  of  the  integrated  plants,  grinding  station,  import  and
           distribution terminals, RMX plants and aggregates sites referred to in paragraph 5 above;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, all key supply contracts and all customer contracts
           held by Lafarge Romania and/or any third parties;

    (e)    all customer, credit and other records that are held by Lafarge Romania;

    (f)    all Personnel;

    (g)    all Key Personnel: […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products or  services  supplied  to  Lafarge  Romania  at  completion  of  the
           Divestment) for a transitional period of up to […] after Closing.

   7. If there is any relevant asset or personnel which is not covered by paragraph 6 of this Schedule but which is both  owned  (exclusively  or
      not) by Lafarge Romania and necessary for the continued viability and competitiveness of Lafarge Romania, that asset or adequate substitute
      will be offered to potential purchasers.

Lafarge La Réunion

   8. Lafarge La Réunion comprises:

    (a)    Lafarge Ciments Réunion (LCR)’s import terminal at Le Port;

    (b)    Lafarge Granulats Bétons Réunion (LGBR)’s aggregates business, including LGBR’s aggregates production and distribution centres in  Le
           Port, St Louis, and Ste Marie, and quarries in Buttes du Port, Bédache Payet, Plaine Chabrier, and Ste Anne;

      (c)   LGBR’s RMX sites in Le Port, St Louis, Ste Marie, and St André; and

      (d)   LGBR’s precast sites in Le Port, St Louis, and Ste Marie.

   9. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Lafarge  La  Réunion  includes,
      but is not limited to:

    (a)    all tangible assets referred to in paragraph 8 above, including the import terminal, aggregates production and distribution  centres,
           and MRX and precast plants, as well as all land, associated quarries,  buildings,  offices,  machinery  and  equipment.   A  list  of
           tangible and intangible assets owned by Lafarge La Réunion that will form part of the Lafarge Divestment  Business  is  contained  at
           Annexes II.9(a).1 – II.9(a).4;

    (b)    all intangible assets relating to each of the assets referred to in paragraph 8 above, including all goodwill and software.   A  list
           of local brands that are used by Lafarge La Réunion and that, in principle, will be transferred together with the Lafarge  Divestment
           Business is contained at Annex II.9(b).

    (c)    all necessary licences, permits and authorisations relating to the assets referred to in paragraph 8 above;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, all key supply contracts and all customer contracts
           held by Lafarge La Réunion;

    (e)    all customer, credit and other records that are held by Lafarge La Réunion;

    (f)    all Personnel;

    (g)    all Key Personnel: […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products or services supplied to Lafarge  La  Réunion  at  completion  of  the
           Divestment) for a transitional period of up to […] after Closing.

  10. The Lafarge La Réunion Divestment Business shall not include Lafarge’s shareholding in Ciments de Bourbon.

  11. If there is any relevant asset or personnel which is not covered by paragraph 9 of this Schedule but which is both  owned  (exclusively  or
      not) by Lafarge La Réunion and necessary for the continued viability and competitiveness of Lafarge La  Réunion,  that  asset  or  adequate
      substitute will be offered to potential purchasers.

Lafarge UK

  12. Lafarge UK comprises Lafarge’s business activities in the UK, currently carried out by Lafarge Tarmac, a joint venture together with  Anglo
      American PLC.  All of Lafarge Tarmac’s activities will be included with the UK Divestment Business, save for the  Cauldon  Assets  (defined
      below).

  13. Lafarge UK comprises:

    (a)    Lafarge Tarmac’s integrated cement plants at Aberthaw, Cookstown, Tunstead, and Dunbar;

     (b)    Lafarge Tarmac’s bagging and distribution facility at Barnstone;

    (c)    Lafarge Tarmac’s cement depots in Aberdeen, Inverness, Seaham  (Durham),  Uddingston,  Carlisle,  Westbury,  Liskeard,  Vectis,  West
           Thurrock, and Leeds;

    (d)    Lafarge Tarmac’s import terminal at Northfleet, and mothballed import terminal at Leith Docks;

     (e)    Lafarge Tarmac’s 104 active aggregates quarries, 60 recycled aggregates sites, 8 secondary aggregates sites, 20 active  wharves,  and
           32 active distribution sites;

     (f)    Lafarge Tarmac’s 93 RMX plants;

     (g)    Lafarge Tarmac’s 72 asphalt facilities and contract surfacing assets, including its 22 offices;

     (h)    Lafarge Tarmac’s building products business (including its 47 building products sites); and

     (i)    Lafarge Tarmac’s lime and powders operations.

  14. In accordance with paragraphs 22 and 23of these Commitments, subject to third party consent where relevant, Lafarge Tarmac includes, but is
      not limited to:

    (a)    all tangible assets at each of the integrated grey cement plants, facilities, and depots; RMX plants and aggregates sites; as well as
           the asphalt, contract surfacing, lime and powders, and building products assets referred to in  paragraph  13  above,  including  the
           plants and sites themselves, as well as all land, associated quarries, buildings,  offices,  machinery  and  equipment.   A  list  of
           tangible and intangible assets owned by Lafarge UK that will form part of the Lafarge  Divestment  Business  is  contained  at  Annex
           II.14(a) and a list of just the AFR assets is contained at Annex II.14(a).2;

    (b)    all intangible assets relating to each of the integrated grey cement plants, facilities, and depots; RMX plants and aggregates sites;
           as well as the asphalt, contract surfacing, lime and powders, and building  products  assets  referred  to  in  paragraph  13  above,
           including all goodwill and software.  A list of local brands that are used  by  Lafarge  Tarmac  and  that,  in  principle,  will  be
           transferred together with the Lafarge Divestment Business is contained at Annex II.14(b) .

    (c)    all necessary licences, permits and authorisations relating to each of the integrated grey cement plants, facilities, and depots; RMX
           plants and aggregates sites; as well as the asphalt, contract surfacing, lime and powders, and building products assets  referred  to
           in paragraph 13 above;

    (d)    all contracts, agreements, leases, commitments and understandings, in particular, all key supply contracts and all customer contracts
           held by Lafarge Tarmac and/or any third parties;

    (e)    all customer, credit and other records that are held by Lafarge Tarmac;

    (f)    all Personnel;

    (g)    all Key Personnel: […]; and

    (h)    at the purchaser’s request, arrangements for the supply of products or services currently supplied by the Parties or their Affiliated
           Undertakings (on substantially the same terms as those products  or  services  supplied  to  Lafarge  Tarmac  at  completion  of  the
           Divestment) for a transitional period of up to […] after Closing.

  15. Lafarge UK shall not include the Cauldon Assets, which comprise:

        a) the Cauldon grey cement plant, excluding:

              i) the two plastic packaging lines operated at the Cauldon grey cement plant;

             ii) the national laboratory located at or adjacent to the Cauldon grey cement plant;

            iii) the Sapphire operations at the Cauldon grey cement plant;

        b) the Cauldon limestone quarry (formerly part of the Lafarge Group);

        c) the Cauldon Low aggregates quarry (formerly part of the Tarmac Group) including the recycled aggregates site located at that  quarry,
           but excluding the asphalt plant located at that quarry;

        d) the rail depot located in Willesden, London; and

        e) the road terminal located at Coles Hill;

  16. Lafarge UK shall not include the non-operational land or properties listed in Annex II.16.

  17. Subject to paragraph 15 above, if there is any relevant asset or personnel which is not covered by paragraph 14 of this Schedule but  which
      is both owned (exclusively or not) by Lafarge Tarmac and necessary for the continued viability and competitiveness of Lafarge Tarmac,  that
      asset or adequate substitute will be offered to potential purchasers.

   Lafarge France

  18. Lafarge France comprises Lafarge’s grinding station Ciments Kercim located in Montoir-de-Bretagne in  Western  France  and  all  associated
      tangible and intangible assets, all necessary licences, permits and authorisations, all  contracts,  agreements,  leases,  commitments  and
      understandings, all customers, credit and other records, all Personnel that were acquired by, or transferred to, Lafarge in July  2014,  to
      the extent applicable.
Annex I.1(a) […]

Annex I.1(b) […]

Annex I.1(c) […]

Annex I.2(a) […]

Annex I.4(a) […]

Annex I.4(a).2 […]

Annex I.4(b) […]

Annex I.8(a) […]

Annex I.8(b) […]

Annex I.12(a) […]

Annex I.12(b) […]

Annex I.17(a) […]

Annex I.17(a).2 […]

Annex I.17(b) […]

Annex I.21(a) […]

Annex II.1(a) […]

Annex II.1(b) […]

Annex II.1(d) […]

Annex II.1(e) […]

Annexes II.3(a).1-II.3(a).4 […]

Annex II.3(a).5 […]

Annex II.3(b) […]

Annexes II.6(a).1 – II.6(a).4 […]

Annex II.6(a).5 […]

Annex II.6(b) […]

Annexes II.9(a).1 – II.9(a).4[…]

Annex II.9(b) […]

Annex II.14(a) […]

Annex II.14(a).2 […]

Annex II.14(b) […]

Annex II.16. […]

-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1.12.2009, 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]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated Jurisdictional  Notice  (OJ  C
      95, 16.4.2008, p. 1).

[3]   Form CO, paragraph 134.

[4]   Form CO, paragraph 1267.

[5]   UK Competition Commission, 'Anglo American PLC and Lafarge S.A. A report on the anticipated construction materials  joint  venture  between
      Anglo American PLC and Lafarge S.A.', 1 May 2012.

[6]   Commission communication in the framework of the implementation of Regulation (EU) No 305/2011  of  the  European  Parliament  and  of  the
      Council of 9 March 2011 laying down harmonised conditions for the marketing  of  construction  products  and  repealing  Council  Directive
      89/106/EEC (Publication of titles and references of harmonised standards under Union harmonisation legislation), OJ C 259, 8  August  2014,
      page 1; see also http://standards.cen.eu/dyn/www/ f?p=204:110:0::::FSP_PROJECT:27250&cs=13B3EDD735E572AF56B7EC3A4CA2E1AF6.

[7]   Form CO, paragraph 128.

[8]   Cases M.7054 – Cemex/Holcim Assets, 9 September 2014, recital 37; M.6153 – Anglo American/Lafarge/JV, 16 May 2011,  recital  25;  M.4898  –
      Compagnie De Saint-Gobain/Maxit, 4 March 2008, recital 210.

[9]   Source: Case M.7009 – Holcim/Cemex West, 5 June 2014, recital 30.

[10]  The two-letter ISO codes (ISO 3166 alpha-2) are used as abbreviations for the relevant contracting parties to  the  EEA  Agreement,  except
      for Greece and the United Kingdom, for which the abbreviations EL and UK are used.

[11]  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between  undertakings,  OJ
      C 31, 5.2.2004, p. 5, ('Horizontal Merger Guidelines'), paragraph 22.

[12]  Horizontal Merger Guidelines, paragraph 8.

[13]  Horizontal Merger Guidelines, paragraph 24.

[14]  Case M.7009 – Holcim/Cemex West, 5 June 2014; UK Competition Commission, 'Aggregates, cement and ready-mix concrete market  investigation',
      14 January 2014; UK Competition Commission, 'Anglo American PLC and Lafarge S.A. A report on the anticipated construction  materials  joint
      venture between Anglo American PLC and Lafarge an PLC and  Lafarge  S.A.',  1  May  2012;  Gazdasági  Versenyhivatal/Hungarian  Competition
      Authority, Case Vj-153/2009, 15 December 2010.

[15]  Case M.7054 – Cemex/Holcim Assets, 9 September 2014.

[16]  Case S541/13 – Spojení soutěžitelů CEMEX Czech Republic, s.r.o., a Holcim (Česko) a.s.

[17]  Cases M.7054 – Cemex / Holcim Assets, 9 September 2014, recital 39; M.7009 – Holcim/Cemex West, 5 June 2014, recitals 24 and 41;  M.3713  –
      Holcim/Aggregate Industries, 14 March 2005, recital 7; M.3572 – Cemex/RMC, 8 December 2004, recital 11; M.3415 –  CRH/SEMAPA/Secil  JV,  28
      May 2004, recital 10; M.2317 – Lafarge/Blue Circle (II), 1 March 2001, recital 9; M.1157 – Skanska/Scancem, 11 November 1998, recital 31.

[18]  Cases M.7054 – Cemex / Holcim Assets, 9 September 2014, recital 41; M.7009 – Holcim/Cemex West, 5 June 2014, recital 45.

[19]  Cases M.7054 – Cemex / Holcim Assets, 9 September 2014, recital 43; M.7009 – Holcim/Cemex West, 5 June 2014, recital 49.

[20]  See replies to question 12 - Questionnaire to competitors-cement (Q1), and replies to question 8 - Questionnaire to customers-cement (Q2).

[21]  See recital 49.

[22]  See replies to questions 4 and 10 - Questionnaire to competitors-cement (Q1).

[23]  See replies to question 10 - Questionnaire to customers-cement (Q2).

[24]  Cases M.7054 – Cemex / Holcim Assets, 9 September 2014, recital 52; M.7009 – Holcim /  Cemex  West,  5  June  2014,  recital  64;  M.460  –
      Holdercim/Cedest, 6 July 1994, recital 16; M.1030 – Lafarge/Redland, 16 December 1997, recital 16; M.1157 –  Skanska/Scancem,  11  November
      1998, recital 56; M.2317 – Lafarge/Blue Circle (II), 1 March 2001, recital 8; and M.3572 – Cemex/RMC, 8 December 2004, recital 20.

[25]  Case M.7009 – Holcim / Cemex West, 5 June 2014, recital 60.

[26]  Based on competitor data compiled from replies to question 11 - Questionnaire to competitors-cement (Q1).

[27]        Case M.7009 – Holcim / Cemex West, 5 June 2014, recitals 72 and 73.

[28]  See recital 140.

[29]  See replies to question 16 - Questionnaire to customers - cement (Q2).

[30]  See, for example, replies to question 16 - Q2m and Q2n - Questionnaire to customers - cement.

[31]  Lafarge has had only minimal activities in Belgium over the last three years. Lafarge did not have any imports into  Belgium  in  2012  and
      2013. Lafarge only imported a minimal amount of […] tons of grey cement into Belgium in 2011.

[32]  Lafarge has had only minimal activities in the Netherlands over  the  last  three  years.  Lafarge  did  not  have  any  imports  into  the
      Netherlands in 2011 and 2012. Lafarge only imported a minimal amount of […] tons of grey cement into the Netherlands in 2013.

[33]  Holcim has had only limited activities in Poland over the last three years with imports of […] tons in 2011, […] tons in 2012 and […]  tons
      in 2013.

[34]  Holcim has had only limited activities in Slovenia over the last three years with imports of […] tons in 2011, […] tons in  2012,  and  […]
      tons in 2013.

[35]  See Form CO, Annex 6.1.1, for a detailed description of the methodology.

[36]  Cases M.7009 – Holcim/Cemex West, 5 June 2014; M.7054 – Cemex/Holcim Assets, 9 September 2014.

[37]           For          a          description          of          the          NUTS3          administrative          regions,          see
      http://epp.eurostat.ec.europa.eu/portal/page/portal/nuts_nomenclature/introduction.

[38]  Both methodologies have advantages and disadvantages. The market share calculations based on the NUTS3  methodology  allow  a  matching  of
      population figures and sales to exactly the same region. It also relies on the most recent, official  population  statistics.  Furthermore,
      NUTS3 regions are shaped in a way that metropolitan areas are  not  divided  into  several  sub-regions.  The  disadvantage  of  the  NUTS3
      methodology is that it does not match exactly the km radius foreseen, and therefore requires the entire exclusion  or  inclusion  of  NUTS3
      regions that are only partially within a plant’s catchment area. This latter disadvantage of the NUTS3 methodology is remedied by the  NASA
      approach. The NASA population data offers a uniform, very granular grid of population data across Europe that allows for a  seamless  match
      between population data and a plant’s catchment area.

[39]  And to a lesser extent from […].

[40]  Lafarge’s integrated grey cement plants at Mannersdorf and Retznei (both in Austria), Čížkovice (Czech Republic), and Trbovlje (Slovenia).

[41]  Pécs (Hungary).

[42]  Figures includes sales market share of Kirchdorf.

[43]  All of the plant-centred cement market shares in this Decision are taken from Annex 6.10 of the Form CO.

[44]  Figures includes sales market share of Kirchdorf.

[45]  Figure includes sales market share of Kirchdorf.

[46]  See also replies to question 16 - Q2a – Grey cement – Questionnaire to customers – Austria. 'Es  gibt  in  Ost-Österreich  nur  zwei  große
      Zementhersteller: Holcim und Lafarge liefern ca. 85 % des Bedarfs an Zement in der Region.' Agreed minutes of the  call  with  a  customer,
      03.07.2014.

[47]  'Wir erwaten nach Ablauf des Mergers und nach Ablauf unserer Lieferverträge steigende Zementpreise.' 'Wir befürchten, dass es  infolge  des
      Zusammenschlußvorhabens zu Preiserhöhungen kommt. Die Marktkonzentration würde deutlich zunehmen. Ein auch  stillschweigendes  Einvernehmen
      über Preise oder geografische Marktaufteilungen wäre wegen der verringerten Zahl  von  Anbietern  einfacher  zu  erzielen.'  'The  proposed
      transaction will imply the merger of two of the three main competitors in the country. The resulting entity will have a high  market  share
      as a cement supplier.' See replies to question 33 - Q2a – Grey cement – Questionnaire to customers – Austria.

[48]  '[T]he resulting entity would have a stronger position in the Eastern region (Vienna,  Lower  Austria,  Burgenland)  than  in  other  areas
      (Styria, Carinthia).' See replies to question 34 - Q2a – Grey cement – Questionnaire to customers – Austria. 'Holcim und Lafarge  wären  im
      Osten Österreichs nach dem Zusammenschluss marktbeherrschend, das heißt in etwa in einer Region von Linz bis ins Burgenland und südlich bis
      inklusive der Steiermark.' Agreed minutes of the call with a customer, 03.07.2014.

[49]  See replies to question 15 – Q2g – Grey cement – Questionnaire to customers – Romania.

[50]  See replies to question 1 – Q1l – Grey cement – Questionnaire to competitors – Bulgaria.

[51]  See replies to question 7 – Q2l – Grey cement – Questionnaire to customers – Bulgaria.

[52]  See replies to questions 8 and 9 – Q2l – Grey cement – Questionnaire to customers – Bulgaria.

[53]  The Commission also investigated whether there could be a corresponding significant overlap of the Parties' activities in Slovenia, or  any
      parts thereof. Virtually all customers that responded to the market investigation indicated that Holcim is  not  active  in  Slovenia,  and
      makes only very minor sales into Slovenia. Accordingly, Holcim is not perceived as a direct competitor to Lafarge. See replies to questions
      6 and 18-21 Q2i – Grey cement – Questionnaire to customers – Slovenia, and Holcim's reply to the Commission's request  for  information  of
      21.10.2014, question 10.

[54]  See replies to question 20 – Q2b – Grey cement – Questionnaire to customers  –  Croatia,  and  replies  to  the  Commission's  request  for
      information of 12.11.2014, questions 6 and 7.

[55]  Holcim internal document of 22.03.2013, entitled ‘Holcim Croatia Business Plan 2013-2017’, Form CO, Annex 5.4.074, p. 49.

[56]  See replies to question 37 – Q2b – Grey cement – Questionnaire to customers  –  Croatia,  and  replies  to  the  Commission's  request  for
      information of 12.11.2014, questions 11-12, agreed minutes of calls with customers, 19.11.2014, 20.11.2014.

[57]  See Holcim’s reply to the Commission's request for information of 7.11.2014, Question 2.

[58]  Estimate based on Lafarge's reply to the Commission's request for information of 7.11.2014, Question 11 and Holcim's reply  to  Question  2
      of the same.

[59]  See Holcim internal document of 22.03.2013, entitled ‘Holcim Croatia Business Plan 2013-2017’, Form CO, Annex 5.4.074, p. 49.

[60]  Form CO, paragraph 347 […]. Lafarge Central Europe Cluster Ambition Plan, May 2013 […]. Lafarge Central Europe Cluster Ambition  Plan,  May
      2014.

[61]  Custom procedures for non-EEA cement and local overcapacity were mentioned by certain respondents. See replies to questions 12 and 13–  Q1b
      – Grey cement – Questionnaire to competitors – Croatia.

[62]  See replies to questions 12 and 23– Q2b – Grey cement – Questionnaire to customers – Croatia, and questions 25, 26, 27 – Q1b – Grey  cement
      – Questionnaire to competitors – Croatia. One competitor expected further future entry from non-EU countries such as Serbia and Turkey.

[63]  Holcim internal document of 22.03.2013, entitled ‘Holcim Croatia Business Plan 2013-2017’, Form CO, Annex 5.4.074, p. 46.

[64]  Agreed minutes of the call with a competitor, 19.11.2014: "Za pritisak na cijene nije zaslužan  samo  Lafarge,  nego  i  općenito  slobodan
      kapacitet cementara i drugi uvoznici (Asamer, Heidelberg Mađarska,  Kakanj,  Bosna,  koji  su  prvenstveno  usredotočeni  na  Slavoniju,  i
      Anhovo)." Courtesy translation: "The price pressure is not only due to Lafarge, but more generally results from spare cement  capacity  and
      the presence of other importers (Asamer, Heidelberg Hungary, Kakanj – Bosnia, focussed on Slavonia, and Anhovo)."

[65]  See replies to questions 16 and 17 - Q1b – Grey cement – Questionnaire to competitors – Croatia.

[66]  See replies to questions 26, 29, 30 – Q2b – Grey cement – Questionnaire to customers – Croatia, and questions 24,  31,  32  –  Q1b  –  Grey
      cement – Questionnaire to competitors – Croatia.

[67]  See Figure 2.

[68]  For example, Nexe is hardly present in Istria, the "home" area of Holcim and southern Dalmatia, the "home" area of Cemex, while  Cemex  and
      Holcim are hardly present in Slavonija, the "home" area of Nexe. See, for example, Holcim internal document of 22.03.2013, entitled ‘Holcim
      Croatia Business Plan 2013-2017’, Form CO, Annex 5.4.074, p. 49.

[69]  Divided between 17 operators.

[70]  Divided between 16 operators.

[71]  Holcim internal document, entitled ‘Holcim Czech Republic Business Plan 2013-2017’, Form CO, Annex 5.4.064, p. 22.

[72]  See replies to question 29 and 30 of Q2m – Grey cement – Questionnaire to customers – Czech Republic and to  the  follow  up  clarification
      questionnaire of 7 November 2014.

[73]  Courtesy translation: “Pokud by došlo k převzetí jednoho výrobce cementu v ČR druhým, tak určitě ano. Na trhu v ČR zůstanou již  pouze  dva
      výrobci cementu, výrazně se tím i ve spojitosti s umístěním jednotlivých cementáren může snížit jejich vzájemný konkurenční boj.”.

[74]  In eastern Czech Republic, imports, especially from Slovakia, seem to be more significant. See replies to question 16 of Q2m – Grey  cement
      – Questionnaire to customers – Czech Republic.

[75]  Holcim internal document, entitled ‘Holcim Czech Republic Business Plan 2013-2017’, Form CO, Annex 5.4.064, p. 22.

[76]  See replies to questions 23 to 26 of Q2m – Grey cement – Questionnaire to customers – Czech Republic and to  the  follow  up  clarification
      questionnaire of 7 November 2014.

[77]  Source: Form CO, Annex 6.10.

[78]  See reply to question 35-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France.

[79]  See reply to question 34-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France.

[80]  See reply to question 34-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France.  The  French  original  reads
      “Reduction de la concurrence – crainte d’une hausse de prix ou d’une réduction des possibilités d’approvisionnement pour une  même  qualité
      de ciment.’.

[81]  See reply to question 14-1 – Q3b – Ready-mix concrete 28.10.2014 – Questionnaire to competitors – France.

[82]  “Nous achetons notre ciment en local car les clients sont attachés à la marque Lafarge, Vicat, Calcia ou Holcim ». « With  respect  to  the
      Builders Merchant businesses (bagged cement), our customers have their habits and tend to be loyal to particular  brands”  See  replies  to
      question 12 -1 – Q2c – Grey cement 28 10 2014– Questionnaire to customers metropolitan France:  « le marché français demande  très  souvent
      des produits conformes à la norme CE NF, ce que n'offrent pas tous les produits que nous pourrions sourcer à l'étranger »  See  replies  to
      question 14 -1 – Q2c – Grey cement 28 10 2014– Questionnaire to customers metropolitan France.

[83]  Form CO, paragraph 461-462.

[84]  See reply to question 23 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France.

[85]  See reply to questions 26-1 – Q1c – Grey cement 28.10.2014 – Questionnaire to competitors – metropolitan France.

[86]  See reply to questions 37-1 – Q1c – Grey cement 28.10.2014 – Questionnaire to competitors – metropolitan France.

[87]  See reply to questions 38-1 – Q1c – Grey cement 28.10.2014 – Questionnaire to competitors – metropolitan France.

[88]        See Holcim France business plan 2013-2017, Form CO, annex 5-4.072, slide 31.

[89]  Lafarge acquired Kercim in July 2014.

[90]  See Lafarge revue stratégique 2012-2015, Form Co, annex 5-4, slide 17. The French original reads « […] ».

[91]  Source Form CO, Annex 6.10.

[92]  These market shares concern the areas around both Holcim's grinding station and Lafarge's terminal.

[93]  Montoir terminal and Kercim St Nazaire grinding station are located less than 10 km from each other and therefore have the  same  catchment
      area.

[94]  […], Form CO annex 5-4.073, slide 14.

[95]  Calcia is the brand name of Italcementi in France.

[96]  […].

[97]  […].

[98]  See reply to question 22 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France. The French original reads  "Les
      prix du ciment ont chuté dans l'ouest depuis l'arrivée d'Holcim (-15%) – vrac et sacs".

[99]  See reply to question 22 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France. The  French  original  reads  "
      Une baisse de prix significative et providentielle".

[100]       See reply to question 22 – Q1c – Grey cement 29.10.2014 – Questionnaire to competitors–  metropolitan  France.  The  French  original
      reads "Impact de -5 à -10 euros par tonne par La Rochelle et le terminal de Montoir de Bretagne".

[101]       See Lafarge Cap memo 'Country ambition plan France 2014" dated 30 May 2014.

[102]       See reply to question 34-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan  France.  The  French  original
      reads "Les prix du ciment vont remonter, il restera dans l'Ouest deux cimentiers : Lafarge-Holcim-Kercim et Calcia comme il y a 5 ans. Deux
      cimentiers dans une grande région ce n'est pas suffisant".

[103]       See reply to question 34-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan  France.  The  French  original
      reads "La fusion Lafarge-Holcim dans l'Ouest de la France pourrait nous enlever un pouvoir de negociation".

[104]       See reply to question 34-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan  France.  The  French  original
      reads "La fusion Lafarge-Holcim pourrait dans certains cas nuire à la compétitivité, notamment en Normandie, Bretagne,  Pays  de  Loire  et
      Rhône-Alpes".

[105]       Source Form CO Annex 6-10.

[106]       Buzzi Unicem has also a small market presence (less than [5-10]%) with imports from Germany.

[107]       See reply to question 34-1 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers – metropolitan France.

[108]       See reply to question 23 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers  –  metropolitan  France.  The  French  original
      reads "Cette marque est exigée par nos clients et constitue un repère significatif de haute qualité du produit".

[109]       See reply to question 23 – Q2c – Grey cement 28.10.2014 – Questionnaire to customers  –  metropolitan  France.  The  French  original
      reads "importation rendue très difficile. Beaucoup d'autres producteurs  pourraient  être  actifs  en  France  avec  uniquement  une  norme
      européenne".

[110]       Source: Form CO, annex 6-10.

[111]       Lafarge owns […]% of LCR, while the remaining […]% are held by I.A. Ravate, the main distributor of grey cement in Réunion.

[112]       The grey cement terminal’s capacity is used both for imported grey cement and for storing and bagging the grey cement  obtained  from
      Ciments de Bourbon. […].

[113]       Article 6.3.2 of the Shareholders’ Agreement of 14 August 2006 (SHA), Form CO, Annex RFI 20140725, Q26.  Ciments  de  Bourbon’s  grey
      cement production is, […].

[114]       […].

[115]       See replies to question 11 – Q2d - Grey cement 28.10.2014 – Questionnaire to customers – France (Réunion).

[116]       Form CO, paragraph 530.

[117]       See replies to Questions 27 and 28 – Q2d - Grey cement 28.10.2014 – Questionnaire to customers – France (Réunion).

[118]       See reply to Question 20-1 – Q2d - Grey cement 28.10.2014 – Questionnaire to  customers  –  France  (Réunion).  The  French  original
      reads: "Seules Holcim et Lafarge bénéficient du label NF a l’Ile de Réunion  et  sont  en  situation  de  monopole  pour  certains  marchés
      publics".

[119]       That transaction received merger clearance by the European Commission on 5 June 2014, see Case M.7009 – Holcim/Cemex West.

[120]       Form CO, paragraph 638.

[121]       See replies to questions 29 and 30 – Q2e – Grey cement – Questionnaire to customers – Germany.

[122]       See replies to questions 30 and 31 – Q1e – Grey cement – Questionnaire to competitors – Germany.

[123]       See replies to questions 29 and 30 – Q2e – Grey cement – Questionnaire to customers – Germany; agreed minutes; agreed minutes of  the
      call with a customer, 13.11.2013, 3.54pm.

[124]       Holcim's sales share includes sales achieved by Cemex West.

[125]       Holcim's sales share includes sales achieved by Cemex West.

[126]       Holcim's sales share includes sales achieved by Cemex West.

[127]       Holcim internal document of 19.04.2013, entitled ‘Holcim South Germany. Business Plan 2013-2017', Form CO, Annex  5.4.060,  pages  13
      and 17.

[128]       See replies to questions 29 and 30 – Q2e – Grey cement – Questionnaire to customers – Germany; agreed minutes  of  the  call  with  a
      customer, 13.11.2014, 3:00 pm; agreed minutes of the call with a customer, 13.11.2013, 3.54pm; agreed minutes of the call with a  customer,
      18.11.2014, 10:00 am.

[129]       Holcim internal document of 19.04.2013, entitled ‘Holcim South Germany. Business Plan 2013-2017', Form CO, Annex 5.4.060, page 19.

[130]       Holcim's sales share includes sales achieved by Cemex West.

[131]       Holcim's sales share includes sales achieved by Cemex West.

[132]       See replies to questions 29 and 30 – Q2e – Grey cement – Questionnaire to customers – Germany; agreed minutes  of  the  call  with  a
      customer, 13.11.2014, 10:00 am; agreed minutes of the call with a customer, 13.11.2014, 11:00 am; see replies to question 1 – QM2e  –  Grey
      cement – Questionnaire to customers – Germany.

[133]       See Holcim’s reply to the Commission's request for information, 14.11.2014, Question 1.

[134]       Ibid, Question 2.

[135]       Ibid, Annex Q.4.53, Holcim internal document of 03.09.2012, entitled 'Budget 2013. Holcim France', page 33.

[136]       Ibid, Annex Q.4.10, Holcim internal document of 10.07.2009, entitled 'Business Plan Holcim France', page 6.

[137]       Ibid, Annex Q.4.17, Holcim internal document, date unknown, entitled ' Business Plan 2013 – 2017', page 49.

[138]       Lafarge internal document of 27.09.2012, entitled 'Germany  Strategic  Review  2012  Memo',  page  2,  see  Lafarge's  reply  to  the
      Commission's request for information, 24.07.2014, Annex Q.I.2-8.

[139]       Holcim's sales share includes sales achieved by Cemex West.

[140]       See replies to questions 29 and 30 – Q2e – Grey cement – Questionnaire to customers – Germany; agreed minutes  of  the  call  with  a
      customer, 13.11.2014, 6:30 pm.

[141]       Holcim's Miskolc/Hejőcsaba cement plant with a grey cement capacity of ca. 850kt was mothballed in 2011 pending  litigation  relating
      to ownership of the land and of the assets. Holcim’s Lábatlan plant was closed in 2013 and the demolition  of  the  plant  has  begun.  The
      Lábatlan facility now only serves as a terminal which according to the Notifying party will be dismantled before the transaction closes.

[142]       In addition to the terminal in Lábatlan, see footnote 141.

[143]       Lafarge does not sell grey cement directly into Hungary  from  its  Mannersdorf  plant.  Rather,  Pécs  purchases  grey  cement  from
      Mannersdorf to sell to its own third party customers (ca. […]kt in 2013) and ca. […] t of grey cement were picked up by Hungarian customers
      at Mannersdorf.

[144]       Also referred to as "Királyegyháza".

[145]       'Since Lafarge’s entry, price pressure has become even higher'; 'Piaci verseny fokozódott.' ('Competition  increased.');  'Durch  den
      Markteintritt von Lafarge neuer Wettbewerb!' See replies to question 23 - Q2f – Grey cement – Questionnaire  to  customers  –  Hungary.  'A
      Lafarge piacra lépésével jelentősen csökkentek az árak. A Lafarge nagyon jót tett a versenynek.' ('Due to Lafarge's entry prices decreased.
      Lafarge's entry was very good for competition') Agreed minutes of the call with a customer, 12.08.2014. 'Lafarge is the newest supplier and
      its entry into the Hungarian market had an impact on prices. In Hungary, the cement price was trending upwards  after  the  initial  crisis
      years; as Lafarge entered the market and tried to gain more and more market shares, the trend had been reversed.'  Agreed  minutes  of  the
      call with a customer, 17.07.2014. 'Die Verhandlungsbasis der Zementabnehmer auf dem ungarischen  Markt  hat  sich  nach  dem  Eintritt  von
      Lafarge verbessert. Insbesondere sind die Preise gesunken.' Agreed minutes of the call with a customer, 05.08.2014.

[146]       […]. Holcim internal document of 22.03.2013, entitled ‘Holcim Magyarország Business  Plan  2013-2017’  […].  See  also  market  share
      forecast on page 29 of the same internal document.

[147]       Taking into account the size of Hungary and the Parties' plants location (Holcim's plants at the northern and  north-eastern  border,
      Lafarge's in the South), the Commission is of the view that the market shares for Hungary are a good proxy for  the  competitive  situation
      between the Parties' plants. At national level, the Parties' combined market share is [50-60]% (Holcim [30-40]%, Lafarge  [20-30]%),  while
      DDC reaches [20-30]%.

[148]       Figure includes sales market share of Kirchdorf.

[149]       'Der Zukunft steht KK skeptisch gegenüber: mit dem Verschwinden eines Wettbewerbers nach dem Zusammenschlussvorhabens (es  werden  ja
      wieder nur zwei im ungarischen Markt übrig bleiben) könnte sich die vorherige Marktlage wiederherstellen. KK befürchtet, dass die Situation
      durch den Zusammenschluss sich verschlechtern wird.' Agreed minutes of the call with a customer, 01.08.2014. '[H]aving experienced a market
      with 2 cement suppliers, and a Hungarian market with 3 market players following the entry of Lafarge, [customer] thinks that the  situation
      post-merger will be similar to the situation prior to Lafarge entry.' Agreed minutes of the call with a customer, 26.08.2014. 'A  potential
      merger between Holcim and Lafarge would reduce the number of available suppliers from three to two. This would have an  adverse  impact  on
      [customer] in the medium (2-3 years) and long term (10-15 years).' Agreed minutes of the  call  with  a  customer,  26.08.2014.  'Az  [...]
      szerint Magyarországon 3 ajánlattevővel lehet komolyan tárgyalni (Holcim, DDC és Lafarge). Annak ellenére, hogy a DDC-vel és a Lafarge-zsal
      végül nem kerül sor szerződéskötésre, annak a puszta ténye, hogy részt vesznek a tárgyalásokon, hatással van  a  végső  árképzésre,  hiszen
      több ajánlattal végső soron jobb feltételeket lehet elérni. A tervezett  összefonódás  után  a  tárgyalópartnerek  száma  háromról  kettőre
      csökken.' ('According to [customer], in Hungary serious negotiations are possible with three suppliers (Holcim, DDC and  Lafarge).  Despite
      the fact that at the end no contract is concluded with DDC or Lafarge, the mere fact that  they  participate  in  the  price  negotiations,
      results in better conditions in the end. After the planned transaction 3 potential suppliers become 2.' Agreed minutes of the call  with  a
      customer, 23.07.2014.

[150]       'Duna-Drava (Heidelberg Cement), Lafarge Hungary and Holcim are the main suppliers.' See replies to question 14 - Q2f –  Grey  cement
      – Questionnaire to customers – Hungary.

[151]       See replies to question 15 - Q2f – Grey cement – Questionnaire to  customers  –  Hungary.  DTG  purchases  grey  cement  from  Holcim
      pursuant to a five-year supply agreement that entered into force on […], and the terms of which were approved and made legally  binding  by
      the Hungarian Competition Authority (HCA) in the context of Holcim’s 2010 acquisition of sole control over Východoslovenské stevabné  hmoty
      (VSH), the company that operated and exported grey cement into Hungary from the plant in Turna (Slovakia) (now belonging to Holcim).

[152]       See replies to question 18 – Q2f – Grey cement –  Questionnaire  to  customers  –  Hungary.  A  more  mixed  view  was  expressed  by
      competitors, see replies to question 16 – Q1f – Grey cement – Questionnaire to competitors  –  Hungary.  '[De]rzeit  leider  keine  anderen
      relevanten Zementwerke von unabhängigen in der Region Europäischer Markt'. See replies to question 18 - Q2f – Grey cement  –  Questionnaire
      to customers – Hungary.

[153]       '[Customer] considers that Ukraine cement presents more risks than Hungarian cement due to quality issues, and sourcing  problems  in
      the past as reliability of Ukraine import is low.' See replies to question 19 - Q2f – Grey cement – Questionnaire to customers  –  Hungary.
      'Aus der Ukraine würde [customer] keinen Zement beziehen. [Customer] ist ein Qualitätshersteller und kann  sich  die  Qualitätsschwankungen
      (die sich meistens auf farbliche Unterschiede beschränken), die mit dem ukrainischen Zement verbunden sind, nicht leisten.' Agreed  minutes
      of the call with a customer, 01.08.2014.

[154]       See replies to question 23 - Q2f – Grey cement – Questionnaire to customers – Hungary.

[155]       Lafarge CE also operates a terminal in Budapest. This terminal became operational at the end of February  2014  and  is  expected  to
      sell around […] t of grey cement through 2014.

[156]       […] Holcim internal document of 22.03.2013, entitled ‘Holcim Magyarország Business Plan 2013-2017’,  Form  CO,  Annex  5.4.065.  'The
      most important region for the sale of cement in Hungary is the central region, which absorbs roughly 40% of the total consumption  of  grey
      cement in Hungary. All the main players sell into that region.  […]  Both  Holcim  and  Lafarge  represent  a  significant  and  comparable
      competitive pressure […] in the central region.' Agreed minutes of the call with a competitor, 29.08.2014.

[157]       […].

[158]       'The opening of Lafarge's plant […] created some changes in the Hungarian market. Lafarge  tried  to  acquire  customers  and  market
      share. [Lafarge] is very aggressive in gaining contracts and building a market share.' Agreed  minutes  of  the  call  with  a  competitor,
      29.08.2014.

[159]       […] Holcim internal document of 22.03.2013, entitled ‘Holcim Magyarország Business Plan 2013-2017’, Form CO, Annex 5.4.065.

[160]       […]. Holcim internal document of 22.03.2013, entitled ‘Holcim Magyarország Business Plan 2013-2017’, Form CO, Annex 5.4.065.

[161]       'DDC believes that the merger will lead to increased strength of Holcim and Lafarge on the Hungarian market, particularly in view  of
      the market share gained by Lafarge in a few years coupled with the imports of Holcim from neighbouring countries.  DDC  believes  that  the
      player will also be particularly strong because it will  combine  Holcim's  historical  market  presence  and  knowledge  as  well  as  its
      established network with Lafarge's newly built efficient and  modern  plant.  […]  The  merged  entity  will  gain  strength  also  in  the
      neighbouring countries, such as Slovakia.' Agreed minutes of the call with a competitor [DDC], 29.08.2014.

[162]       Soceram is part of the Cemrom Group.

[163]       At national level, the situation is similar. The combined market shares of the Parties reach [60-70]%  (with  an  increment  of  [20-
      30]%).

[164]       See replies to question 16 – Q2g – Grey cement – Questionnaire to customers – Romania.

[165]       See replies to question 15 – Q2g – Grey cement – Questionnaire to customers – Romania.

[166]       See replies to question 15 – Q2g – Grey cement – Questionnaire to customers – Romania.

[167]       See replies to questions 21.3 and 21.4 – Q2g – Grey cement – Questionnaire to customers – Romania.

[168]       See replies to question 21.5 – Q2g – Grey cement – Questionnaire to customers – Romania.

[169]       Agreed minutes of the call with a customer, 6.08.2014.

[170]       See replies to question 25.1 – Q2g – Grey cement – Questionnaire to customers – Romania.

[171]       Figures include sales market shares of Kirchdorf.

[172] Form CO, paragraph 934.

[173]       'Lafarge má určitú teritoriálnu výhodu  pre  zákazníkov  na  severozápadnom  Slovensku,  kvôli  umiestneniu  cementárne  v  Ladcoch',
      ('Lafarge has a certain territorial advantage for customers in northwestern Slovakia, due to the location of the Ladce plant.') See replies
      to questions 23 - Q2h – Grey cement – Questionnaire to customers – Slovakia.

[174]       'Domnievam sa, že transakcia môže oslabiť konkurenčné prostredie, čo môže mať vplyv na rast  ceny  cementu.'  ('We  assume  that  the
      transaction may weaken the competitive environment, and may have an influence on price increases for cement.'); 'Áno, pretože sa spoja  dva
      významné subjekty na trhu.' ('Yes, because two significant market operators are merging.') See replies to questions  33-34  -  Q2h  –  Grey
      cement – Questionnaire to customers – Slovakia.

[175] Yeles was irrevocably transformed into a grinding station after the kilns for clinker production were dismantled in 2012.

[176]       Esfera's kiln was mothballed in 2013.

[177]       See replies to Questions 30 and 31 – Q2n - Grey cement 28.10.2014 –  Questionnaire  to  customers  –  Spain.  See  also  Case  M.7054
     Cemex/Holcim assets, 9 September 2014, recital 126.

[178]       See replies to Questions 34 and 35 – Q1n - Grey cement 28.10.2014 – Questionnaire to competitors – Spain. See  also  in  that  regard
      the Case M.7054 Cemex/Holcim assets, 9 September 2014, paragraph 153.

[179]       See replies to Questions 30 and 31 – Q2n - Grey cement 28.10.2014 – Questionnaire to customers – Spain. See also in that regard  Case
      M.7054 Cemex/Holcim assets, 9 September 2014, paragraph 159-161.

[180]       See press release of 30  October  2014  http://www.holcim.com/media-relations/media-releasesstatements/latest-release/article/holcim-
      and-cemex-sign-binding-agreements-on-their-series-of-transactions.html

[181]       Case M.7054 Cemex/Holcim assets, 9 September 2014.

[182]       Form CO, paragraph 1119.

[183]       The creation of the joint venture was cleared by the UK Competition Commission on 1 May 2012.

[184]       The West Thurrock facility also has the capability to be used as an import terminal although it is not currently used as such.

[185]       Lafarge closed its integrated cement plant in Westbury in 2010.

[186]       Lafarge closed its integrated cement plant in Northfleet in 2008.

[187]       Hope Construction Materials entered grey cement production in the UK in January 2013 after acquiring the Hope  cement  plant  offered
      as remedies in the merger control procedure of the creation of the Lafarge Tarmac JV, see UK Competition Commission,  'Anglo  American  PLC
      and Lafarge S.A. A report on the anticipated construction materials joint venture between Anglo American PLC and Lafarge S.A.', 1 May 2012.

[188]       See replies questions 31 and 32 – Q2j – Grey cement – Questionnaire to competitors – United Kingdom; questions 32  and  33  –  Q1j  –
      Grey cement – Questionnaire to competitors – United Kingdom.

[189]       Agreed minutes of the call with a customer, 20.11.2014; '[…] there will be no competition in Scotland for independent  companies.  We
      will be at the mercy of the two biggest suppliers [Lafarge and Heidelberg]', see replies to question 31 – Q2j – Grey cement – Questionnaire
      to customers – United Kingdom.

[190]       See replies to questions 31 and 32 – Q2j – Grey cement – Questionnaire to customers – United Kingdom; and replies to  question  33  –
      Q1J – Grey cement – Questionnaire to competitors – United Kingdom.

[191]       See replies to questions 31, 32 and 34 – Q2j – Grey cement – Questionnaire to customers – United Kingdom; and  replies  to  questions
      32 and 33 – Q1J – Grey cement – Questionnaire to competitors – United Kingdom.

[192] Form CO, paragraph 1443.

[193] Cases  M.3572  Cemex/RMC,  8  December  2004,  recital  12;  M.4719  HeidelbergCement/Hanson,  7 August  2007,  recital  21;  M.6153  Anglo
      American/Lafarge/JV, 16 May 2011, recital 22; M.7054 Cemex/Holcim Assets, 9 September 2014, recital 319.

[194]       Form CO, paragraph 1452.

[195]       Form CO, paragraph 1455. At paragraph 1458 of the Form CO the Parties further clarify that they are not active on RMX markets in  the
      EEA with volumetric trucks, which are however in their view an attractive options for new entrants.

[196] See replies to question 7 Q4a – RMX questionnaire to  customers  –  UK;  Q4b  –  RMX  questionnaire  to  customers  –  France;  Q4c  –  RMX
      questionnaire to customers – Romania; Q4d – RMX questionnaire to customers – Spain; Q4e –  RMX  questionnaire  to  customers  –  Germany  /
      Poland; Q4f – RMX questionnaire to customers – Réunion.

[197]       See replies to questions 6 to 7.1, Q3a – RMX questionnaire to competitors – UK; questions Q3b – RMX questionnaire  to  competitors  –
      France; Q3c – RMX questionnaire to competitors – Romania; Q3d – RMX questionnaire to competitors  –  Spain;  Q3f  –  RMX  questionnaire  to
      competitors – Réunion; and questions 7 to 8.1, Q3e – RMX questionnaire to competitors – Germany/Poland.

[198] Cases M.2317 Lafarge Blue Circle (II), 1 March 2001, recital 11; M.3713 Holcim/Aggregate Industries,  14  March  2005,  recital  9;  M.3572
      Cemex/RMC, 8 December 2004, recital 24; M.4719 HeidelbergCement/Hanson, 7 August 2007, recitals 21 and  29;  M.7009  –  Holcim/Cemex  West,
      5 June 2014.

[199] Case M.7054 Cemex/Holcim Assets, 9 September 2014, recital 325.

[200] Form CO, paragraph 1462.

[201] See replies to questions 8 to 9, Q4a – RMX questionnaire to customers – UK; Q4b – RMX questionnaire  to  customers  –  France;  Q4c  –  RMX
      questionnaire to customers – Romania; Q4d – RMX questionnaire to customers – Spain; Q4e –  RMX  questionnaire  to  customers  –  Germany  /
      Poland; Q4f – RMX questionnaire to customers – La Rèunion.

[202]       See replies to questions 8 to 9, Q3a – RMX questionnaire to competitors – UK; Q3f –  RMX  questionnaire  to  competitors  –  Réunion;
      questions 8 to 10, Q3b – RMX questionnaire to competitors –  France;  Q3c  –  RMX  questionnaire  to  competitors  –  Romania;  Q3d  –  RMX
      questionnaire to competitors – Spain; and replies to questions 9 to 12, Q3e – RMX questionnaire to competitors – Germany/Poland.

[203]       Form CO, paragraph 1484.

[204]       Form CO, Aggregates Annex 6.3 'Aggregates and RMX methodology note'.

[205]       Parties’ sites that either closed or have been sold are included as long as they reported positive production in 2013.

[206]       In certain countries, such as France, there are additional data sources for national and subnational aggregates consumption figures.

[207]       Form CO, Annex RMX 6.3 – France.

[208]       Fluctuations in demand for RMX may produce a difference between actual demand in a  given  year  and  the  demand  estimated  by  the
      allocation of consumption on the basis of population counts and in accordance with  the  methodology  for  the  attribution  of  production
      shares. This explains why in some cases the production shares calculated in a given area  may  exceed  a  total  of  100%.  Cfr.  Form  CO,
      paragraph 1496.

[209]       See replies to questions 14 and 15, Q4b – RMX questionnaire to customers – France.

[210]       See replies to question 13 to 16 of Q3b – RMX questionnaire to competitors – France.

[211]       Form CO, paragraph 1505.

[212]       Replies to questions 12 to 15 of Q3f – RMX questionnaire to competitors – Réunion and replies to questions 14 to  15  of  Q4f  –  RMX
      questionnaire to customers – Réunion.

[213]       Form CO, Annex RMX 6.3 – Romania.

[214]       See replies to questions14 to 15, Q4c – RMX questionnaire to customers – Romania.

[215]       See replies to questions 13 to 16, Q3c – RMX questionnaire to competitors – Romania.

[216]       Form CO, Annex RMX 6.3 – UK.

[217]       See replies to questions 14 to15, Q4a – RMX questionnaire to customers – UK.

[218]       See replies to questions 12 to 15, Q3a – RMX questionnaire to competitors – UK.

[219]       Form CO, Annex RMX 6.3 – Spain.

[220]       See replies to questions 14 to 15, Q4d – RMX questionnaire to customers – Spain,  and  reply  to  questions  14  to  17,  Q3d  –  RMX
      questionnaire to competitors – Spain.

[221]       Form CO, Annex RMX 6.3 – Germany.

[222]       Form CO, Annex RMX 6.3 – Poland.

[223]       Form CO, paragraph 1514.

[224]       See replies to questions 17 to 20, Q3e – RMX questionnaire to competitors – Germany/Poland.

[225]       See reply to questions 14 to 15, Q4e – RMX questionnaire to customers – Germany/Poland.

[226]       Case T-228/97 Irish Sugar v Commission, ECLI:EU:T:1999:246, paragraph 99.

[227]       Joined cases 40 to 48, 50, 54 to 56, 111, 113 and 114/73 Suiker Unie and Others v Commission, ECLI:EU:C:1975:174, paragraph 371.

[228]       Cases M.2822 – ENBW/ENI/GVS, 17 December 2010, recital 32; M.5496 – Vattenfall/Nuon Energy,  22  June  2009,  recital  42;  M.5467  –
      RWE/Essent, 23 June 2009, recital 292.

[229]       Case M.3943 – Saint-Gobain / BPB 09 November 2005, recital 117.

[230]       Case M.5677 –Schuitema/Super de Boer Assets, 25 January 2010, paragraph 38.

[231] Cases M.7054 Cemex/Holcim Assets, 9 September 2014, recital 299; M.6153 – Anglo American/Lafarge/JV, 16 May 2011, recital 11.

[232] Cases M.3415 – CRH/Semapa/Secil JV, 28 May 2004, recital 10; M.3141 – Cementbouw/Enci/JV, 01 August 2003, recital 11.

[233] Case M.1779 – Anglo American/Tarmac, 13 January 2000, recital 20.

[234]       UK Competition Commission, Aggregates, cement and ready-mix concrete market investigation, 14 January 2014, recital 5.24.

[235]       UK Competition Anglo American PLC and Lafarge S.A. A report on the anticipated construction materials  joint  venture  between  Anglo
      American PLC and Lafarge S.A., recital 5.27.

[236] Case M.5803 - Eurovia/Tarmac, 10 June 2010, recital 10.

[237] Case M.7049 – Cemex/Holcim Assets, 28 October 2013, recital 301.

[238]       UK Competition Commission, Aggregates,  cement  and  ready-mix  concrete  market  investigation,  January  2014,  paragraph  5.6;  UK
      Competition Commission, Anglo American PLC and Lafarge S.A., A report on the anticipated construction materials joint venture between Anglo
      American PLC and Lafarge S.A., paragraphs 5.39 to 5.42.

[239]       The UK Competition Commission's functions have in the meantime transferred to the Competition and Markets Authority.

[240]       UK Competition Commission, Aggregates, cement and ready-mix concrete market investigation, 14 January 2014, recital 5.24.

[241]       UK Competition Commission, Aggregates, cement and ready-mix concrete market investigation, 14 January 2014, recital 2.14 – 2.41.

[242]       See replies to questions 6-8 – Q6a – Aggregates – Questionnaire to customers –  UK;  questions  7-9  –  Q6b  –  Aggregates  –  France
      Métropole/Belgium; questions 6-8 – Q6c – Aggregates  –  Questionnaire  to  customers  –  Réunion;  questions  6-9  –  Q6d  –  Aggregates  –
      Questionnaire to customers – Romania; questions 6-8 – Q6e – Aggregates – Questionnaire to customers – Germany/Poland.

[243]       See replies to questions 6-8 – Q6a – Aggregates – Questionnaire to customers –  UK;  questions  7-9  –  Q6b  –  Aggregates  –  France
      Métropole/Belgium; question 6 – Q6d – Aggregates – Questionnaire to customers – Romania.

[244]       See replies to questions 7-9 – Q5a – Aggregates  –  Questionnaire  to  competitors  –  UK;  questions  8-10  –  Q5b  –  Aggregates  –
      Questionnaire to competitors – France Métropole/Belgium; question 7 – Q5c – Aggregates – Questionnaire to competitors – Réunion;  questions
      7-9 – Q5e – Aggregates – Questionnaires. The Commission takes note that a larger number of competitors in Romania considers that  there  is
      substitutability between the different types of aggregates, see replies to questions 7-9 – Q5d – Aggregates – Questionnaire to  competitors
      - Romania.

[245]       Case M.4298 – Aggregate Industries/Foster Yeoman, 06 September 2006, recital 13.

[246]       Case M.4179 HeidelbergCement/Hanson, 30 June 2006, recital 27.

[247] Case M.3713 - Holcim/Aggregate Industries, 14 March 2005, recital 8; M.2317 – Lafarge/Blue Circle (II), 01 March 2001, recital 10.

[248]       UK Competition Commission, Anglo American PLC and Lafarge S.A. A report on  the  anticipated  construction  materials  joint  venture
      between Anglo American PLC and Lafarge S.A., paragraphs 6.36ff.

[249]       Form CO, paragraph 1326, footnote 649.

[250]       Form CO, paragraph 1327.

[251]       Form CO, paragraphs 1329-1330.

[252]       See in particular a customer's reply to question 9.1 – Q6e – Aggregates – Questionnaire to customers – Germany/Poland.

[253]       See the reply of a competitor to question 10 – Q6a – Aggregates – Questionnaire to competitors – UK.

[254]       See replies to questions 9 and 10 – Q6a – Aggregates – Questionnaire to customers  –  UK;  questions  10-11  –  Q6b  –  Aggregates  –
      Questionnaire to customers – France Métropole/Belgium; question 10 – Q6c – Aggregates – Questionnaire to customers – Réunion; questions 10-
      11 – Q6d – Aggregates – Questionnaire to  customers  –  Romania;  questions  6-8  –  Q6e  –  Aggregates  –  Questionnaire  to  customers  –
      Germany/Poland; see replies to questions 10-11 – Q5a – Aggregates – Questionnaire to competitors – UK; questions 11-13 – Q5b – Aggregates –
      Questionnaire to competitors – France Métropole/Belgium; questions 10-11 – Q5d – Aggregates  –  Questionnaire  to  competitors  –  Romania;
      questions 10-13 – Q5e – Aggregates – Questionnaire to competitors – Germany/Poland.

[255]       See replies to question 12 – Q6e – Aggregates – Questionnaire to customers – Germany/Poland; questions 17-18 –  Q5b  –  Aggregates  –
      Questionnaire to competitors – France Métropole/Belgium.

[256]       See replies to question 9 – Q6e – Aggregates – Questionnaire to customers – UK; question 11 – Q5d –  Aggregates  –  Questionnaire  to
      competitors – Romania; question 11 – Q5e – Aggregates – Questionnaire to competitors – Germany/Poland.

[257]       See also recital 295 of this decision.

[258]       Figures include also wharves, and recycling facilities.

[259]       Form CO, Aggregates Annex 6.3 'Aggregates and RMX methodology note'.

[260]       Closed and sold Parties’ sites are included as long as they report positive production in 2013.

[261]       Form CO, paragraph 1347.

[262]       See replies to questions 18 and 19 – Q6b – Question– Aggregates – Questionnaire to customers –  France  Métropole/Belgium;  questions
      22 and 23 – Q5b – Aggregates – Questionnaire to competitors – France Métropol/Belgium.

[263]       See replies to question 14 – Q6c – Aggregates – Questionnaire to customers – Réunion; question 15 – Q5c – Aggregates –  Questionnaire
      to competitors – Réunion.

[264]       See replies to question 15 – Q6c – Aggregates – Questionnaire to customers – Réunion.

[265]       See replies to questions 15 – Q5d – Aggregates – Questionnaire to competitors – Romania.

[266]       See replies to questions 15 and 16 – Q6d – Aggregates – Questionnaire to customers – Romania.

[267]       Form CO, paragraph 1348.

[268]       See replies to question 14 and 15 – Q6a – Aggregates – Questionnaire to customers – UK; questions 15 and 16  –  Q5a  –  Aggregates  –
      Questionnaires to competitors – UK.

[269]       Heidelberg/Hanson acquired the remaining shares in Midland Quarry Products in 2013.

[270]       UK Competition Commission, 'Anglo American PLC and Lafarge S.A. A report on the  anticipated  construction  materials  joint  venture
      between Anglo American PLC and Lafarge S.A.', 1 May 2012, Paragraph 6.37ff.

[271]       Annex RFI 20140806 Q.25a of 6 August 2014; Annex RFI 20140806 Q.4.

[272]       See replies to questions 18 and 19 – Q5e – Aggregates – Questionnaire to competitors – Germany/Poland; questions 16 and 17  –  Q6e  –
      Aggregates – Questionnaire to customers – Germany/Poland; questions 16 and 17 – Q6b – Aggregates – Questionnaire to  competitors  –  France
      Métropole/Belgium; questions 20-21 – Q5b – Aggregates – Questionnaire to competitors – France Métropole/Belgium.

[273]       Judgment in Irish Sugar v. Commission, T-228 /97, paragraph 99.

[274]       Judgment in Suiker Unie v Commission, Joined cases 40 to 48, 50, 54 to 56, 111, 113 and 114-73, paragraph 371.

[275]       Cases M.2822 – ENBW/ENI/GVS, 17 December 2010, recital 32; M.5496 – Vattenfall/Nuon Energy,  22  June  2009,  recital  42;  M.5467  –
      RWE/Essent, 23 June 2009, recital 292.

[276]       Case M.3943 – Saint-Gobain / BPB, 09 November 2005, recital 117.

[277]       Case M.5677 – Schuitema/Super de Boer Assets, 25 January 2010, paragraph 38.

[278]       See Cases COMP/M.5803, Eurovia/Tarmac, COMP/M.5158 Strabag / Kirchhoff.

[279]       See Breedon Aggregates and Aggregate Industries, CMA Final Report, April 9, 2014.

[280]        See  Cases  M.5803  -  Eurovia/Tarmac,  M.3754  Strabag/Dywidag;  M.1827  Hanson/Pioneer;  M.1779   Anglo   American/Tarmac;   M.678
      Minorco/Tilcon.

[281]       See Breedon Aggregates and Aggregate Industries, CMA Final Report, para. 4.63.

[282]       Form CO, paragraph 1905.

[283]       See replies question 7– Q7b – Asphalt and contracting surfacing – Questionnaire to customers – UK.

[284]       See replies question 8– Q7b – Asphalt and contracting surfacing – Questionnaire to customers – UK  and  replies  question  8–  Q7a  –
      Asphalt and contracting surfacing – Questionnaire to competitors – UK.

[285]       Figures for 2012.

[286]       Form CO, paragraph 1961.

[287]       In some of these catchment areas the combined market shares exceed 100% due to the methodology used by the Parties.

[288]       See replies question 18.1– Q7b – Asphalt and contracting surfacing – Questionnaire to customers – UK.

[289]       See replies question 14 - Q7a – Asphalt and contracting surfacing – Questionnaire to competitors – UK.

[290]       Judgment in Irish Sugar v. Commission, T-228 /97, paragraph 99.

[291]       Judgment in Suiker Unie v Commission, Joined cases 40 to 48, 50, 54 to 56, 111, 113 and 114-73, paragraph 371.

[292]       Cases M.2822 – ENBW/ENI/GVS, 17 December 2010, recital 32; M.5496 – Vattenfall/Nuon Energy,  22  June  2009,  recital  42;  M.5467  –
      RWE/Essent, 23 June 2009, recital 292.

[293]       Case M.3943 – Saint-Gobain / BPB, 09 November 2005, recital 117.

[294]       Case M.5677 –Schuitema/Super de Boer Assets, 25 January 2010, paragraph 38.

[295]       Given that a catchment area based on a radius of 40km around a plant would have a total area of more than 5 000 km2.

[296]       Case M.5158 Strabag/Kirchhoff, 15 July 2008, recital 20.

[297]       Form CO, par 1895.

[298]       Case M.5158 Strabag / Kirchhoff, 15 July 2008, recital 20.

[299]       Form CO, pargraph 1910.

[300]       See replies question 9 – Asphalt and contracting surfacing – Questionnaire to customers – UK.

[301]       See replies question 10.1 – Asphalt and contracting surfacing – Questionnaire to customers – UK and replies  question  10  –  Asphalt
      and contracting surfacing – Questionnaire to customers – UK.

[302]       See replies question 12 – Asphalt and contracting surfacing – Questionnaire to customers – UK.

[303]       See replies question 15 – Asphalt and contracting surfacing – Questionnaire to competitors – UK.

[304]       See replies question 16.1 – Asphalt and contracting surfacing – Questionnaire to competitors – UK.

[305]       Form CO, paragraph 1912.

[306] This can be done either by grinding them together with clinker in process called 'co-grinding' or by grinding the alternative  cementitious
      materials separately and blending them with ground clinker.

[307] This can be done by, for instance blending ground alternative cementitious  materials  with  cement  during  the  production  of  ready-mix
      concrete.

[308] Form CO, paragraphs 1592-1594.

[309] Sometimes also abbreviated as GBFS.

[310] Sometimes also abbreviated as GGBFS.

[311] See, for instance, UK Competition Commission report of 14.1.2014 – A report  on  the  aggregates,  cement  and  ready-mix  concrete  market
      investigation, paragraph 5.45.

[312]       Cases M.7009 – Holcim/Cemex  West,  5  June  2014,  recital  324;  M.5771  –  CSN/Cimpor,  15 February 2010,  recital  12;  M.4719  –
      Heidelberg/Hanson, 7 August 2007, recitals 16–20; M.3868 – DONG/Elsam/Energi E2, 14 March 2006.

[313]       Case M.7009 – Holcim/Cemex West, 5 June 2014, recitals 320-324.

[314] Cases M.3868 – DONG/Elsam/Energi E2, 14 March 2006, recital 276; M.3267 – CRH/Cementbouw, 28 May 2004, recital 10; M.2826 –  Alsen/E.ON/JV,
      14 August 2002, recital 10; and M.2465 – CVC/Amstelland, 16 July 2001, recitals 11 and 15.

[315]       Form CO, paragraph 1606.

[316]       Form CO, paragraph 1607.

[317] Case M.4719 – Heidelberg/Hanson, 7 August 2007, recital 31.

[318] Case M.5771 – CSN/Cimpor, 15 February 2010, paragraph 15.

[319] Case M.3415 – CRH/SEMAPA/Secil JV, 28 May 2004, recital 16.

[320]       Case M.7009 – Holcim/Cemex West, 5 June 2014, recitals 320-324

[321]       Form CO, paragraphs 1645, 1652.

[322]       As explained in recital 180, the Commission will take into account the activities of Cemex West in its assessment of Holcim's  German
      activities to carry out a forward looking merger assessment.

[323]       See Annex Q2b in reply to the Commission's request for information of 1 August 2014.

[324]       There was also an overlap in 2013 as regards dry mortar in Spain. However, as Holcim has closed or mothballed in  2014  all  its  dry
      mortar plants in Spain, dry mortar will not be considered further in this Decision. This is also an overlap between the Parties' activities
      in road binders, which are a lower-quality type of grey cement (consisting of grey cement, lime, gypsum, GGBS and fly ash) used to  improve
      the stability of the underlying soil when constructing roads or railway lines. As road binder is typically grey cement in  a  more  diluted
      form, the competitive impact of the transaction in road binders is similar to the one in grey cement. To the extent that road  binders  are
      distinct from grey cement, the Parties' activities overlap in France and Romania. The Parties' main plants producing road binders in France
      are Héming, Lumbres, Dannes and Ebange (all Holcim), the latter mothballed in 2013. In Romania, the main plants producing road binders  are
      Alesd, Pitesti and Hoghiz. The overlaps around these plants have already been assessed in the various grey cement sections.

[325]       Case M.7054 Cemex/Holcim assets, 9 September 2014.

[326]       Case M.7054 Cemex/Holcim assets, 9 September 2014.

[327] See the section on grey cement product market definition.

[328]       Case M.5711 CSN/Cimpor, 15 February 2010.

[329]       This market share falls to [10-20]% following the planned divestment of the Rohožnik plant (see below proposed remedies).

[330]       Materials suitable for co-processing in clinker kilns are for example tires, sludge, solvents, oil, consumer goods,  building  waste,
      detergents, plastics, pharmaceuticals etc.

[331]       The substitution rate indicates the percentage at which conventional fuels (such as natural gas, fuel oil, or coal) are  replaced  by
      alternative fuels for thermal energy needs in cement kilns.

[332]       See, for example, Case COMP/M.4576 – AVR / Van Gansewinkel, para. 9.

[333]       Case M.4318 – Veolia / Cleanaway, 21 September 2006.

[334]       Cases,M.4576 – AVR / Van Gansewinkel, 3 April 2007; M.4318 – Veolia / Cleanaway, 21 September 2006.

[335]        Case  IV/M.283  -  Waste  Management  International   plc/SAG,   21   December   2002,   M.2760   Nehlsen/Rethmann/SWB/Bremerhavener
      Entsorgungswirtschaft, 30 May 2002; M.4318 – Veolia / Cleanaway, 21 September 2006, M.4576 – AVR / Van Gansewinkel, 3 April 2007.

[336]       Ibid.

[337]       UK Competition and Markets Authority, Lafarge Tarmac Holdings/Tarmac Building Products, 9 April 2014, full text  decision,  paragraph
      36.

[338]       See the Parties' reply to the Commission's request for information, 04.08.2014, relating to the draft Form CO  on  the  UK,  Question
      11.

[339]       See Holcim’s reply to the Commission's request for information, 08.12.2014, Question 4.

[340]       UK Competition and Markets Authority, Lafarge Tarmac Holdings/Tarmac Building Products, 9 April 2014, full text decision,  paragraphs
      34 and 35.

[341]       Ibid, paragraph 39.

[342]       Ibid, paragraph 67.

[343]       See the Parties' reply to the Commission's request for information, 04.08.2014, relating to the draft Form RM  on  the  UK,  Question
      20.

[344]       See Holcim’s reply to the Commission's request for information, 08.12.2014, Question 3.

[345]       Cases M.2317 – Lafarge/Blue Circle (II), 1 March 2001; M.3713 – Holcim/Aggregate Industries, 14 March  2003,  recital  10;  M.1874  –
      Lafarge/Blue Circle, 7 April 2000, recital 11; M.4719 – HeidelbergCement/Hanson, 7 August 2007, recital 24.

[346]       Case M.1779 – Anglo American/Tarmac, 13 January 2000, recitals 19 and 24; see also Case  M.3713  –  Holcim/Aggregate  Industries,  14
      March 2003 and M.4719 – HeidelbergCement/Hanson, 7 August 2007, recitals 24 and 26.

[347]       Case M.3267 - CRH/Cementbouw, 29 September 2003, recitals 12 to 14;  see  also  M.4719  –  HeidelbergCement/Hanson,  7  August  2007,
      recitals 25 and 26.

[348]       Commission Notice on remedies acceptable under Council Regulation (EEC) No 139/2004 and under Commission Regulation (EC) No  802/2004
      (OJ C 267, 22.10.2008, p. 1-27).

[349] See also Case C-202/06 P Cementbouw Handel & Industrie v Commission [2007] ECR 2007 I-12129, Paragraph 54.

[350] Remedies Notice, Paragraphs 9 and 61.

[351] Remedies Notice, Paragraph 12.

[352] Remedies Notice, Paragraph 9.

[353] Remedies Notice, Paragraphs 13, 14 and 61 et seq.

[354] Case T-177/04 easyJet v Commission [2006] ECR II-1913, Paragraph 197.

[355] Remedies Notice, Paragraph 10.

[356] Remedies Notice, Paragraph 19.

[357]       The Divestment Business will contain divestment packages for each of  Germany,  Hungary,  Romania,  the  UK,  Slovakia,  Austria  and
      France. The Czech Republic divestment package and the divestment package for Spain are to be sold to Cemex. Out of the 22 EEA-countries  in
      which one of the Parties has grey cement sales, the Parties do not overlap or overlap to  an  insignificant  extent  (i.e.,  with  a  share
      increment of less than [0-5]%) in 14 Member States: Belgium, Bulgaria, Croatia, Finland, Greece, Ireland, Italy, Lichtenstein,  Luxembourg,
      the Netherlands, Poland, Portugal, Slovakia, and Slovenia.

[358]       The Parties retain the possibility of selling the European assets in combination with one or more  ‘rest  of  the  world’  Divestment
      Packages.

[359]       Case M.7054 – Cemex/Holcim Assets.

[360]       Case S541/13 – Spojení soutěžitelů CEMEX Czech Republic, s.r.o., a Holcim (Česko) a.s.

[361]       See recitals 527ff for a discussion of the different potential divestment packages.

[362]       The Anchor Investor can either be a single buyer or a consortium with a maximum of […] participants, one of which has to hold […]  of
      the consortium shares.

[363]       As regards the aggregates sites and RMX plants in the Haut-Rhin region which will be retained by the  merged  entity,  the  catchment
      areas of those sites do not overlap with the catchment areas of any of the aggregates sites or RMX plants to  be  retained  by  the  merged
      entity.

[364]       The costs-to-market include the variable production costs and the transportation costs.

[365]       Cemex West's plant in Beckum currently has a […] clinker capacity utilisation rate – based solely on the clinker produced  in  Beckum
      – resulting in a de facto grey cement spare capacity of […] tons. […] Cemex West has […] spare grinding capacity of […] at its Beckum plant
      and the two grinding stations in Dortmund and Schwelgern. According to the signed SPA with Cemex, Holcim will acquire  Cemex  West  in  the
      first quarter of 2015. Holcim's plant in […] could supply […] of clinker to Cemex West, which could be converted into up  to  […]  tons  of
      cement; see Holcim’s reply to the Commission's request for information, 10.12.2014, Question 3.

[366]       Form CO, paragraph 1503 and footnote 635.

[367]       See footnote 119. This is a conservative approach given […].

[368]       See replies to question 5 – Market test commitments M2d – Questionnaire to customers – Réunion.

[369]       24 out of 39 customers indicated a preference for different packages,  although  most  respondents  did  not  substantiate  or  offer
      specific explanations for that preference.

[370]       See Holcim's internal ranking of its plants, Form RM of 27 October 2014, page 17.

[371]       These concerns are supported by [reference  to  Holcim  internal  documents  on  the  legal  dispute],  see  Holcim’s  reply  to  the
      Commission's request for information, 24.07.2014, Annex Q.4.23, page 1; [reference to Holcim internal documents on the legal dispute],  see
      Holcim’s reply to the Commission's request for information, 24.07.2014, Annex Q.4.22, in particular page 7.

[372]       In the 2014 decision in case M.7054 - CEMEX / HOLCIM ASSETS the Commission found that, although  imports  are  slightly  more  costly
      than domestic sourcing, and more challenging from a logistical perspective, the main grinding mills  active  in  the  Levante  region  that
      responded to the market investigation indicated that they have resumed imports of clinker in 2013 from Turkey and Egypt and  were  planning
      to continue to do so in 2014.

[373]       With the exception of Western France where Lafarge's Kercim asset will need to be integrated with the Holcim assets.

[374] The majority of respondents considered that the Divestment Business as well as the assets to be divested in Spain and  the  Czech  Republic
      would be viable. When split between Member States, the figures are as follows: Germany (85%), Austria (74%), Romania (97%), Czech  Republic
      (93%), UK (93%), France (Métropole 67% and Réunion 76%), Slovakia (78%), Spain (70%), Hungary (88 %).

[375]       In the Czech Republic and Spain there will be one competitor less because  the  assets  will  be  sold  to  Cemex.  However  such  is
      subsequent to these transactions already having been cleared in separate procedures by the Czech Office for the Protection  of  Competition
      and the Commission.

[376]       The majority of respondents consider that the remedies will remove concerns. When split between Member States,  the  figures  are  as
      follows: Germany (80%), Austria (60%), Romania (78%), Czech Republic (55%), UK (75%), France (Métropole  67%  and  Réunion  62%),  Slovakia
      (76%), Spain (56%), Hungary (58 %).

[377]       Including active, inactive, closed and project aggregates sites.

[378]       Including active and closed RMX sites.

[379]       And, in addition, Holcim’s Schifflange plant in Luxemburg.

[380]       For this purpose, the splitting of Geocycle France and Belgium is anticipated by Holcim to be implemented in the  first  semester  of
2015.  Following the split, all activities of Geocycle France (with the exception of the fluff processing equipment that forms part of  Altkirch)
will transfer to Holcim France.  All 26 employees of Holcim France currently working for  Geocycle  will  form  part  of  the  Holcim  Divestment
Business. This includes the entire French sales force and all employees working at the waste pre-treatment platform in Saint-Etienne du  Vouvray.
 Any cross-border contracts that are currently held by the entity situated in the country of waste origin will be reassigned to the entity  where
the facility is located that receives the waste and processes it, e.g., a Belgian waste producer that currently delivers  waste  to  Lumbres   in
France and has a contract with Holcim Belgium will in the future have a contract with Holcim France.  In  cases  where  a  re-assignment  is  not
possible due to contractual obligations, the entity holding the contract will subcontract to the other  entity  for  the  rest  of  the  contract
duration.

[381]       Holcim’s depots in Chelles and Villeneuve are also included in the divestment.

[382]       The alternative fuels and resources (AFR) assets located at Altkirch will not form part of Holcim France and will be retained by  the
Parties.  The AFR assets located in Belgium (Seneffe and Obourg) following the split of Geocycle France and Belgium will not form part of  Holcim
France.  All 50 employees of Holcim Belgium working for Geocycle will be retained by the Parties.

[383]       Namely, Holcim’s aggregates sites located at Bartenheim (incl. La Hardt(Sierentz)),  Blotzheim,  Herrlisheim,  Hirtzfelden,  Houssen,
Munchhouse, Ottmarsheim, Sausheim and Ensisheim (mothballed). For the sake of clarity, the Parties note that in addition, they will  also  retain
landfilling operations in Rixheim, located at the same site as the corresponding RMX plant.

[384]       Namely, Holcim’s RMX plants located at: Altkirch, Bavilliers, Cernay, Contrexeville, Eloyes,  Etupes  (I  +  II),  Golbey,  Guebwiler
(inactive), Hégenheim, Herrlisheim, Houssen, Le Tholy, Maiche, Rixheim, Rupt sur Moselle, Sausheim, Sierentz and St Louis (inactive).

[385]       Holcim’s road binder business means the customer  relations  relating  to  the  sale  of  […]  of  road  binder  products  by  Holcim
Magyarország.

[386]       Holcim Czech also includes an agreement with a landowner in Vysocany […].

[387]       This figure includes two inactive plants.

[388]       This figure includes seven inactive quarries and two quarries rented to third parties.  This figure takes  into  account  that  there
are two quarries in Hoghiz and two quarries in Racos.

[389]       This figure includes one inactive aggregates distribution center.