Commissioner Margrethe Vestager, in charge of competition policy, said: "The Construction sector, like any other sector needs competition. As cement is an essential part of the sector we need to make sure that consolidation does not lead to higher prices for construction companies and ultimately consumers in Croatia."
HeidelbergCement and Schwenk plan to acquire, via their joint subsidiary DDC, assets in Croatia and Hungary that currently belonging to Cemex. At the request of the parties, the Commission referred the Hungarian part of the transaction to the Hungarian competition authority. Therefore, the Commission's investigation focuses only on the acquisition of Cemex' Croatian assets.
The Commission's preliminary concerns
The Commission has preliminary concerns regarding the supply of grey cement in southern Croatia, including in particular in Dalmatia, where Cemex Croatia operates three cement plants in Split and faces competition from DDC's imports from Bosnia and Herzegovina.
The proposed transaction would combine Cemex Croatia, the largest producer in the area, and DDC, the largest importer. The Commission's initial investigation indicates that the proposed transaction may remove a significant competitor from an already concentrated regional market.
The remaining actual or potential suppliers may exercise only limited competitive pressure on the merged entity because of the transport costs to reach southern Croatia. Furthermore, the domestic cement suppliers Cemex Croatia and LafargeHolcim control all the cement terminals in ports along the Croatian coast. The Commission thus has preliminary concerns that the transaction may strengthen the market power of Cemex Croatia in southern Croatia and result in price increases for grey cement.
The transaction was notified to the Commission on 5 September 2016. The Commission now has 90 working days, until 23 February 2017, to take a decision. The opening of an in-depth inquiry does not prejudge the outcome of the investigation.
Companies and products
HeidelbergCement and Schwenk are both construction material producers based in Germany. Together they jointly control Duna Dráva Cement (DDC), a Hungarian company. DDC, among other activities, operates a grey cement plant in Kakanj in Bosnia and Herzegovina.
Cemex Croatia is a subsidiary of the Cemex Group, also a global construction material supplier. Among other activities, Cemex Croatia operates three cement plants in Split and several cement terminals and ready-mix concrete plants in Croatia.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).
In addition to the current transaction, there are 3 other on-going phase II merger investigations:
- the proposed merger of Dow and DuPont, both of the US, with a decision deadline of 6 February 2017;
- the proposed merger of Deutsche Börse and London Stock Exchange Group, with a decision deadline of 13 February 2017; and
- the proposed acquisition of the Greek gas transmission system operator DESFA by the Azeri state oil company SOCAR.
More information will be available on the competition website, in the Commission's public case register under the case number M.7878.