According to the merger notification (BWB/Z-6483), Miele Beteiligungs-GmbH, a company in the Miele Group (“Miele”), plans to create a joint venture with Metall Zug AG (“Metall Zug”). Miele Beteiligungs-GmbH plans to contribute its indirect subsidiary International Steelco S.p.A., and Metall Zug is to contribute its subsidiaries Belimed AG and Belimed Life Science AG. The plan is for Miele to hold a stake of 67% and Metall Zug to acquire a stake of 33% in the joint venture.
On 1 March 2024, the AFCA filed an application for an in-depth review and potential prohibition of the merger with the Cartel Court (see press release of 4 March 2024).
The planned joint venture’s business areas focus on manufacturing and sales, as well as customer services, in the fields of infection control and contamination prevention with:
- Washers and disinfectors
- High and low-temperature sterilizers
- Endoscope reprocessing devices and
- Flusher disinfectors.
Customers are hospitals, pharmaceutical companies and laboratories, as well as medical and dental practices.
AFCA examination raises serious competition concerns
The AFCA identified demand-side competition concerns in the following markets with hospitals during its Phase I investigation:
- Sale and servicing of washers and disinfectors
- Sale and servicing of high-temperature sterilizers
- Sale and servicing of endoscope reprocessing devices.
Specifically, in light of the high market shares of the involved companies and possible market entry barriers, the AFCA feared that less intense horizontal competition might result in higher prices and a lower quality of devices, related services and ancillary products in the field of infection control for hospitals.
Remedies to ensure effective competition
Background
The establishment of a joint venture between Miele and Metall Zug is a merger of two major suppliers of washers and disinfectors to hospitals in Austria.
An expert opinion commissioned by the Cartel Court found that the planned merger concerns a relevant market in which more than 90% of all procurements are carried out through tenders. The market concerned is the sale and servicing of washers and disinfectors.
This gives rise to competition concerns for the remaining competition. Due to the planned merger, there is “concern that smaller market participants might only be able to bid in certain regions of the country.”
The agreed remedies should ensure continued effective competition.
Objective: expansion of business with washers and disinfectors for hospitals
In order to be able to make competitive bids in the Austrian market for new devices, the presence of a country-wide service network is vital. Since the competitors of the companies involved often suffer from geographical gaps in their service network due to a lack of technical staff, Miele and Metall Zug have committed to strengthening one of their rivals by providing support and bonus payments.
The competitor in question is Servosan Vertrieb und Service GmbH (“Servosan”). The aim of the commitments is to help Servosan expand its business in the area of washers and disinfectors for hospitals. In summary, this should be achieved by:
- Covering the cost for specialised service technicians
- Commercial incentivisation in the form of bonuses for sales successes recorded by the supported company
- Providing training.
In addition to the employees already in charge of servicing washers and disinfectors in hospitals, Servosan will allocate three more service staff members to this field of work.
The supporting merger companies will pay an annual lump sum to Servosan to cover the cost of the three service technicians and the additional expenses associated with expanding operations in this field. Payments will be made subject to Servosan making permanent use of three service technicians.
Incentives to expand washer and disinfector business
Miele and Metall Zug also undertake to grant commercial incentives for the expansion of business activities in relation to washers and disinfectors in hospitals. Servosan will be paid bonuses if it meets certain minimum requirements.
Mandatory support
Finally, Servosan is entitled to obtain technical support in relation to washing and disinfecting in the amount agreed for the duration of three business years.
Miele and Metall Zug will also inform Servosan of all tenders relating to washers and disinfectors for hospitals in Austria during the next three business years (2025, 2026 and 2027), as far as they are aware of them.
This should help to support Servosan both financially and in terms of personnel, enabling it to expand its service network across Austria and encouraging it to take part in tenders in those regions of the country where it had previously lacked sufficiently qualified staff.
The commitments meet the AFCA’s conceivable competition concerns, and the AFCA therefore agreed to the remedies on offer.
The companies
Miele manufactures and markets washers, disinfectors and sterilizers for hospitals and medical/dental practices, in addition to electrical household appliances.
Metall Zug is a group of industrial companies engaged in the fields of infection control and contamination prevention.
Servosan is a distributor of devices for infection control and contamination prevention. It was founded in 1995, and specialises in washers and disinfectors for hospitals, laboratories as well as medical and dental practices.
The commitments are set out in detail (in German) here: 26 Kt 2/24z – Commitments to promote competition in the field of washers and disinfectors for hospitals