Course of procedure
Südbayerisches Portland-Zementwerk Gebr. Wiesböck & Co. GmbH (“Rohrdorfer”) notified its intention to acquire 49% of the shares in and gain joint control of ASAMER Kies- und Betonwerke GmbH (“Asamer”) in January 2024 (Z-6472).
Since the AFCA was of the view that the geographic scope of the market had to be defined more narrowly, which raised horizontal concerns, it found that the merger filed under BWB/Z-6472 could not be cleared in its originally notified form but required an in-depth review by the Cartel Court. The AFCA therefore filed a request for examination with the Cartel Court prior to expiry of the deadline (see press release of 22 February 2024).
An expert appointed during the court proceedings confirmed AFCA’s competition concerns, with the notifying parties subsequently withdrawing their notification (see press release of 16 July 2024) while confirming their continued interest in implementing the merger.
New notification of two transactions
In October and November 2024, the companies notified the AFCA of two further transactions:
- BWB/Z-6752: acquisition of 49% of the shares in and joint control of Asamer Baustoffe Holding GmbH & Co KG and Asamer Baustoffe Holding GmbH (both based in Ohlsdorf, Austria) by Südbayerisches Portland-Zementwerk Gebr. Wiesböck & Co. GmbH (Rohrdorf, Germany)
- BWB/Z-6776: acquisition of 49% of the shares in and joint control of ASAMER Kies- und Betonwerke GmbH (Ohlsdorf, Austria) by Südbayerisches Portland-Zementwerk Gebr. Wiesböck & Co. GmbH (Rohrdorf, Germany).
AFCA investigations into ready-mixed concrete, aggregates and cement markets
In the course of its investigations into cases BWB/Z-6752, BWB/Z-6776 and particularly BWB/Z-6472, the AFCA gathered large amounts of data and conducted detailed market surveys.
It questioned more than one hundred customers and numerous competitors in the relevant markets. This raised doubts about the market definitions in the areas of ready-mixed concrete, aggregates and cement as given by the notifying parties. The horizontal concerns related to the involved companies’ large joint market shares, an increased concentration of the market for ready-mixed concrete in Upper Austria and Vienna, with a negative impact on competition, resulting for example in higher prices or less favourable terms for buyers.
Commitments
Based on AFCA’s investigation results and the expert’s findings, structural remedies were imposed, which eliminate the competition concerns:
- Divestiture of Rohrdorfer ready-mixed concrete factories in Linz and Wels (affecting the Upper Austrian ready-mixed concrete market)
- Unbundling of Asamer and Strabag and/or acquisition of two Asamer ready-mixed concrete factories by Strabag (affecting the Viennese ready-mixed concrete market).
The AFCA was notified of these “preparatory” transactions (BWB/Z-6766 and BWB/Z-6698), and cleared them. The competition effects of these transactions on the ready-mixed concrete markets in Vienna and Upper Austria were examined using simulations. Ultimately, the commitments, made together with the notifications (in the form of temporary restrictions of the planned primary merger), have resulted in the Rohrdorfer-Asamer Phase I transactions being cleared.
The AFCA therefore cleared the planned mergers BWB/Z-6752 and BWB/Z-6776 by expiry of the deadlines of 26 November 2024 and 20 December 2024 respectively.