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Wienerberger/Terreal merger: AFCA files application with Cartel Court for in depth review

The AFCA received notification of the merger on 20 December 2022. The initial deadline for completion of the Phase I review was 17 January 2023, which was moved by two weeks to 31 January 2023 following an application for an extension. The AFCA has now applied for an in depth (Phase II) review with the Cartel Court due to competition concerns.


On 20 December 2022 the Austrian Federal Competition Authority (AFCA) was notified of a merger (Z-6156) that involved Austrian Wienerberger AG (“Wienerberger”) acquiring all of the shares in and sole control of French company Terreal Holding S.A.S. (“Terreal”). Holdings in Creaton Polska sp.zo.o., Poland, and Creaton South East Europe Kft., Hungary, as well as the Austrian sales operations of Creaton GmbH are not included in the deal.

The planned merger concerns the business sectors of manufacturing/manufacturing of goods, specifically small-scale roofing materials for pitched roofs.

AFCA investigations and competition concerns

In the course of its investigations, the AFCA made its own inquiries and conducted interviews with market participants. The statements from and talks with competitors and customers pointed to a different market definition from that provided by the notifying parties. Overall, there are concerns about the involved companies’ extensive market shares. Irrespective of a more exact market definition, the merger would further increase Wienerberger’s market position in the area of small-scale roofing materials for pitched roofs, which could impact negatively on competition. Small-scale roofing materials are, for example, concrete roof tiles, clay roof tiles, metal roof shingles and fibre cement roofing sheets.

“Currently, we cannot be sure that there will not be any negative impact on competition and costumers. The AFCA therefore cannot clear the merger. Roofing materials such as clay roof tiles make up such an important part of many building projects,” explains interim Director General Natalie Harsdorf-Borsch.

In conclusion, the AFCA found that the merger could not be cleared in its current form but required an in-depth review by the Cartel Court. The AFCA has therefore submitted an application with the Cartel Court for an in-depth review. The Federal Cartel Prosecutor has also made a request for examination by the Cartel Court.

Wienerberger is a Vienna-based supplier of building materials and infrastructure solutions to customers worldwide. The company sells its products under the brands of Wienerberger, Koramic, Porotherm, Poroton, Tondach, Terca, Pipelife, Steinzeug-Keramo, Semmelrock, Sandtoft and General Shale.

Terreal, based in France, is a manufacturer of construction materials, specialising in roofing materials, wall building materials, solar products and facade materials.

Competition situation in Austria and Germany different

The merger had also been notified to the German Bundeskartellamt, which cleared the merger after an investigation. In the AFCA’s view, the competition situation in Austria cannot be compared to that in Germany, as the companies’ market positions differ in the two countries.