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Case No IV/M.1462 - TRW / LUCAS VARITY

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Case No IV/M.1462 - TRW / LUCAS VARITY EN Case No IV/M.1462 - TRW / LUCAS VARITY Only the English text is available and authentic. REGULATION (EEC) No 4064/89 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 11/03/1999 Also available in the CELEX database Document No 399M1462 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 11-03-1999 In the published version of this decision, some PUBLIC VERSION information has been omitted pursuant to Article 17(2) of Council Regulation (EEC) No 4064/89 concerning non-disclosure of business secrets MERGER PROCEDURE and other confidential information. The ARTICLE 6(1)(b) DECISION omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description. to the notifying party Dear Sirs, Subject: Case No IV/M. 1462 - TRW/LucasVarity Notification of 10 February 1999 pursuant to Article 4 of Council Regulation No 4064/89 1. On 10 February 1999, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No 4064/89 1 by which TRW Inc., a US company, will acquire sole control of LucasVarity plc, a company incorporated in the United Kingdom. 2. After examining the notification, the Commission has concluded that the notified concentration falls within the scope of Council Regulation (EEC) No 4064/89 and does not raise serious doubts as to its compatibility with the common market and with the functioning of the EEA Agreement. I. THE PARTIES 3. TRW Inc. (“TRW”) is a US company based in Cleveland, Ohio. The company provides technology products and services to the automotive and space, defense and information systems industries. The company’s principal products and services include the design, manufacture and sale of automotive systems and components to the automotive industry globally (i.e., occupant safety, engine valves, steering gears, suspension components, fasteners, switches and electronic controls) as well as spacecraft, software and systems engineering support services and electronic systems, equipment and services. TRW’s 1 OJ L 395, 30.12.1989, p.1; corrected version OJ L 257 of 21.9.1990, p. 13; as last amended by Regulation (EC) No 1310/97, OJ L 180, 9.7.1997, p. 1, corrigendum in OJ L40, 13.2.1998, p. 17. Rue de la Loi 200, B-1049 Bruxelles/Wetstraat 200, B-1049 Brussel - Belgium Telephone: exchange 299.11.11 Telex: COMEU B 21877. Telegraphic address: COMEUR Brussels. manufacturing plants are located in the United Kingdom, Germany, Italy, Spain, the Czech Republic, Brazil and China. 4. LucasVarity plc (“LucasVarity”) is a public company, incorporated in the UK, which designs, manufactures and supplies advanced technology systems, products and services to the automotive and aerospace industries world-wide. Within the automotive industry the company’s principal areas of activity are light and heavy vehicle breaking systems, diesel fuel injection systems, electrical and electronic systems including electronic controls, wiring and body electrical systems as well as aftermarket products and services. In the aerospace industry, the company is active in engine controls, power generation, flight controls, cargo systems, hosts and winches, missile actuation and customer support. LucasVarity’s manufacturing plants are located in the United Kingdom and Malaysia. II. THE OPERATION 5. The notified operation concerns the acquisition of sole control of LucasVarity by TRW, which will be carried out by way of simultaneous public tender offers in the United Kingdom and the United States. The offers are conditional, inter alia, upon the acquisition by TRW of more than 50% of Lucas Varity’s voting rights, which are normally exercisable at general meetings. Following the operation, TRW expects to hold at least 90% in nominal value of LucasVarity securities, but in any event more than 50% of the voting rights normally exercisable at general meetings of LucasVarity at the time the offer becomes or is declared unconditional in all respects. III. CONCENTRATION 6. The acquisition by TRW of LucasVarity constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. IV. COMMUNITY DIMENSION 7. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion2 (EUR 9,550 million for TRW in 1997 and EUR 5,804 million for LucasVarity in 1998). Each of TRW and LucasVarity has a Community-wide turnover in excess of EUR 250 million (EUR 2,797 million for TRW in 1997 and EUR 2,875 million for LucasVarity in 1998), but they do not achieve more than two-thirds of their aggregate Community-wide turnover within one and the same Member State. The notified operation therefore has a Community dimension. V. COMPETITIVE ASSESSMENT 8. The economic sectors involved in the proposed concentration are the automotive, and space and defense sectors. 2 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C66, 2.3.1998, p25). To the extent that figures include turnover for the period before 1.1.1999, they are calculated on the basis of average ECU exchange rates and translated into EUR on a one-for-one basis. 2 9. Both TRW and LucasVarity are active in the manufacture and supply of products to the space and defense industry. TRW’s products include military and civilian spacecraft equipment, propulsion subsystems, electro-optical and instrument systems, spacecraft payloads and micro-electronics for spacecraft, amounting to approximately 17% of TRW’s total sales. LucasVarity manufacturers engine control systems, power generation and distribution systems, flight controls, cargo handling, hoists and winces and flight actuation. Sales in this sector represent approximately 16% of LucasVarity’s total sales. 10. Both companies are involved in tactical missile programs, whereby LucasVarity supplies electro-magnetic actuators and controls that operate missile flight control surfaces and TRW solely thrust vector controls. They manufacture different products in this sector, not in competition with each other. Consequently, as there seems to be no overlaps between the activities of the parties in the space and industry, this sector is therefore not considered further. A. Relevant product markets (i) Automotive electronics industry 11. Automotive electronics and electrical components used in automotive vehicles include electronic systems for braking and engine control, entry systems, safety functions, convenience like mirror adjustments, and driver information. Such products are sold directly to automobile manufacturers for installation on new vehicles (the Original Equipment Manufacturer “OEM”) or as replacement products to OEMs and their authorised dealers (the Original Equipment Services “OES”) or as replacements products to independent customers (“independent aftermarket”). Both companies manufacture electronic components in this sector but for different purposes. TRW provides electronic components for airbags and seat belts and LucasVarity for gasoline and diesel fuel injection systems. Sales in this sector constitute [less than 10%] of the total sales of TRW3 and [less than 10%] of the total sales of LucasVarity. 12. According to the parties, there are no affected markets. A competitive overlap exists, however, between TRW’s and LucasVarity’s activities in respect of switches (driver- operated switches and hidden switches), entry systems (security devices and remote keyless entry systems), relays, fuse boxes, body controllers and information displays. For the purpose of the notified concentration, these markets constitute the relevant markets in this case. 13. Switches: can be divided into driver-operated switches and hidden switches. Driver- operated switches are the interface between a driver and a number of actuators or signals. Such switches are generally grouped according to their geographical location within the interior of the vehicle (steering and column switches, window and window- lift switches, console panel or dashboard switches and seat, mirror and other switches). Driver-operated switches are marked by their visibility and ergonomic characteristics. The parties submit that these switches constitute a single segment within the market of switches due to their characteristics, identical sales channels and the increasing tendency of the automobile manufacturers to order these switches from the same suppliers. Hidden switches constitute the interface between a device operated by the occupant (for 3 All figures given by the parties for TRW’s OEM sales include its sales in the OES channel. 3 example a pedal) and an actuator (for example a break light) but which are neither operated nor visible to the occupant. Such switches include plunger switches (break- light switches, handbrake switches, door, hood and trunk switches, glove-box switches and gearbox switches), fluid pressure switches and ignition switches. 14. According to the parties, switches are produced following similar core manufacturing processes and thus they generally have the same core technology. Manufacturers produce switches in accordance with customer specifications required for the vehicle platform in question and are therefore capable of manufacturing virtually all types of switches. In view of the supply-side substitution, there is no need to define separate markets for driver-operated switches and hidden switches. The precise definition of the relevant market can,
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