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By the Competition Council on the Authorization of the Economic Translation from Romanian ROMANIA THE COMPETITION COUNCIL DECISION No. 245/22 December 2006 on the authorization of the economic concentration by takeover of sole control over Arcelor S.A. Luxembourg by Mittal Steel Company NV, the Netherlands THE COMPETITION COUNCIL based on: Presidential Decrees no. 57/17.02.2004, 1087/06.09.2006, 1088/06.09.2006 and 1089/06.09.2006 on the appointment of members in the Plenum of the Competition Council; Competition Law no. 21/1996, as republished; The Regulation for the organization, operation and procedure of the Competition Council, as further amended; The Regulation on the authorization of economic concentrations, as further amended; The Guidelines on the definition of the relevant market in order to determine a substantial part of the market; The Notification of the economic concentration, registered under no. RS-892/11.09.2006 with the Competition Council; The acts and papers to the case file no. RS-892/11.09.2006; The Note of the Industry and Energy Department in relation to the notified economic concentration, registered under no. AG/478/21/012/2006 Considering the following: 1. On 11 September 2006, the Competition Council received a notification on a proposed economic concentration to be made at an international level, by the acquisition of sole control over Arcelor SA, Luxembourg, hereinafter called “Arcelor”, by Mittal Steel Company NV, the Netherlands, hereinafter called “Mittal”, via a public offer announced on 27 January 2006 and finalized on 28 August 2006. The notification was made in accordance with the provisions of art. 10 para. 2 let. b of Competition Law no. 21/1996, as republished, and it became effective on 11 December 2006. 2. The concentration operation was submitted to the review of the European Commission, according to the provisions of Regulation no. 139/2004 on economic concentrations. Further to the review of the operation and corrective measures proposed by Mittal, the European Commission did not oppose the notified operation, declaring that it is compatible with the common market and the European Economic Agreement (EEA); in this respect, it issued a decision to which Mittal’s commitments became conditions and obligations (Case No. COMP/M.4137-MITTAL/ARCELOR). I. PARTIES Mittal Steel, controlled by Mittal family, is the largest world steel producer. Mittal is a company registered in the Netherlands and listed on the New York and Amsterdam stock exchanges. By the controlled companies, its core activities include the production and trade with semi-finished steel products, flat steel products, long steel products, as well as welded and non-welded pipes. Mittal Steel is also active in the production and sale of raw materials used in the steel production, such as iron ore and coke, and in the upstream operations, such as wire processing. Arcelor is the largest European steel producer and the second world steel producer. Arcelor Group was created in 2002 by the merger of the European steel producers Acelaria, Arbed and Usinor. Arcelor is listed on the Brussels, Luxembourg, Paris and Madrid stock exchanges. By the controlled companies, its main activities include the production and trade with semi- finished steel products, long and flat products, carbon steel, stainless steel and high alloy steel. II. NATURE OF THE CONCENTRATION OPERATION Further to the acquisition of 93.72% of the issued share capital and a total of 93.8% of Arcelor’s voting rights, Mittal acquired the sole control over Arcelor, the operation being qualified as an economic concentration made in accordance with the provisions of art. 10 para. 2(b) of the law. III. SIZE OF THE ECONOMIC OPERATION The transaction was notified to the Competition Council in accordance with the provisions of art. 15 para. 1 of Competition Law no. 21/1996, as republished, the parties involved in the concentration operation realizing in year 2005 global turnovers of more than EUR 10 million and two of them realizing during the same period in Romania turnovers exceeding EUR 4 million. IV. RELEVANT MARKETS The relevant market is the context in which the market power of the economic entity resulting from the economic concentration is assessed. THE RELEVANT PRODUCT MARKET The operation refers to the production and direct sale of steel products and other collateral activities, including steel raw materials and distribution of steel products. As regards the production and sale of steel products, in its previous decisions1, the Commission drew a distinction between 4 categories of finished products: (I) carbon steel, (II) stainless steel, (III) high alloy steel and (IV) electrical steel. The steel products thus classified are different in terms of chemical composition, price and final applications. Mittal’s and Arcelor’s businesses overlap only in respect to carbon steel products, therefore this decision refers only to them. As regards the production, there are two production procedures: 1 Case No. IV/ECSC.1268-Usinor/Cockerill Sambre., Case No. COMP/ECSC.1351-Usinor/Arbed/Acelaria 2 - the integrated system, involving the highest investments and the production of liquid steel from iron ore and coal, which is then transformed in an electric converter; the chemical composition is adjusted immediately or subsequently; - the electric system, where scrap iron and sometimes cast iron are melted; the chemical composition is adjusted subsequently. The resulting liquid steel is continuously cast, in order to obtain semi-finished products, which are then rolled in order to get the various steel products. There are various types of semi-finished products, obtained by the continuous casting of liquid steel. According to the previous decisions of the Commission2, the following categories of semi-finished products may be taken into account: (I) blooms – used for the manufacture of heavy sections, (II) billets – used for the manufacture of bars, wire rod and light sections and (III) slabs – used for the manufacture of flat products. The Commission did not determine whether all the three types of semi-finished products represent a single relevant product market3. However, the accurate definition of the relevant product market, for the purpose of this transaction, may remain open, since Mittal and Arcelor do not overlap on this product market in Romania. The finished products, under the form of flat products (the raw material being slabs) and long products (the raw material being blooms and billets), are obtained through the subsequent rolling of semi-finished products. The Commission deemed, in the previous cases, that flat products represent a relevant product market which is different from the long products market4. These two types of carbon steel products are manufactured on different rolling mills and they are used for different final applications. 1. Flat carbon steel products There are 3 stages in the manufacture process of flat carbon steel products: (I) hot rolling, (II) cold rolling and (III) coating. The finished products may be sold in any of these stages, which accounts for the distinction made among these 3 categories of flat products. Mittal informs that the hot rolled products (HRP), the cold rolled products (CRP) and coated products (CP) differ from one another in terms of their technical features. Especially the surface quality and the corrosion strength of HRP and CRP are lower than CP’s. The price level differs from one category to another. Considering the above, it may be concluded that there are no competitive constraints among said products and therefore they represent different relevant product markets. Mittal’s and Arcelor’s businesses overlap on these markets in Romania. 1.1. Hot rolled flat products 2 Case No. COMP/ECSC. 1351-Usinor/Arbed/Acelaria 3 Case IV/ECSC.1310-British Steel/Hoogovens 4 Case No IV/ECSC.1329- Usinor/Cockerill Sambre, Case No. IV/ECSC.1268-Arbed/Acelaria, Case No IV/ECSC.1243 Krupp Hoesch/Thyssen, Case No IV/ECSC.1264-Acelaria/Aristrain. 3 HRPs are used in the automotive and construction industries, as well as in the manufacture of pipes and tubes for the transportation of petrochemical products, in the naval industry and generally in the machine industry. HRPs are manufactured under the form of heavy plates and strips of various rolled widths and thicknesses. According to the decision-making practice of the European Commission5, heavy plate is a relevant product market differing from hot rolled strips. The two categories of products are manufactured on different rolling mills, have other sizes, especially the thickness, and they are used in different applications and at different prices. Mittal’s and Arcelor’s businesses overlap on the hot rolled strips market and therefore, for the purpose of this transaction, the effect of the concentration on this market is assessed from a competitive point of view. 1.2. Cold rolled flat products CRPs are actually hot rolled products which have been subsequently processed. Cold rolling reduces the thickness of hot rolled flat products and provides a higher accuracy as regards size, a smoother surface and higher resistance. The cold rolled strips and sheets are subsequently processed by the steel producers into coated carbon steel products. The remaining quantity is sold for various final applications, to the automotive, packaging, transportation industries, machine-tools producers, constructions, furniture and welded pipes products. A small quantity is also sold to distributors, which resell it for the same final applications, but in small quantities. According to the previous decisions of the Commission6, cold rolled strips are a distinct relevant product market within the flat steel products. The cold rolled strips market is assessed from a competitive point of view, since both Mittal and Arcelor are active on this market in Romania. 1.3. Coated flat products Metallic coated steel products – the metallic coating may be obtained by two distinct processes: hot dip (“HD”) and electrical galvanizing (“EG”). Based on the latter process, the hot or cold rolled steel enters a zinc bath at 460°C, which thus coats all exposed areas with zinc.
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