Proposed Acquisition of Sole Control of Trelleborg Wheel Systems Holding AB by Yokohama Rubber Co., LtdCase type: MRR Form 2 (Simplified Procedure) Case Parties: Yokohama Rubber Co. Ltd as the Acquiring Undertaking/Trelleborg Wheel Systems Holding AB as the Target Undertaking Published: 07 Feb. 2023
This notification is submitted on behalf of The Yokohama Rubber Co., Ltd. (YRC, together with its controlled affiliates, the Acquiring Undertaking), a stock company incorporated in Japan, in respect of its proposed acquisition of 100% of the shares in, and sole control of, Trelleborg Wheel Systems Holding AB (TWS, together with its controlled affiliates, the Target Undertaking) from Trelleborg AB (publ) (Trelleborg or the Seller) (the Proposed Transaction). TWS is a private company incorporated in Sweden and is wholly owned by the Seller. Collectively, the Acquiring Undertaking and the Target Undertaking are referred to in this notification as the Parties. YRC is a Japanese stock company headquartered in Tokyo and listed on the Tokyo Stock Exchange. The Acquiring Undertaking is a global manufacturer and distributor of tyres for a broad category of vehicles such as cars, trucks, agricultural, industrial and construction vehicles, to original equipment manufacturers (OEMs) and to the replacement tyres (RT) channel. The Acquiring Undertaking is also active in the production and distribution of other rubber-based products such as, inter alia, hoses, industrial materials, adhesives and coatings, conveyor belts, aerospace products, and golf-related products. TWS is a Swedish company that is active in the manufacture and sale of tyres and complete wheels systems (i.e., tyres and rims) for OEMs and RT customers used in off-highway vehicles and motorcycles, as well as after sales services through its subsidiaries. The vehicles served are mainly tractors and other vehicles used in the agricultural and forestry context, as well as material handling and other non-agricultural off-highway vehicles. In Nigeria, TWS only has limited sales of forklift tyres to RT customers. The Parties do not control any undertakings in Nigeria, however, they supply products including industrial & material handling tyres in the RT channel in Nigeria. For the avoidance of doubt, the Parties do not supply any OEMs with such tyres in Nigeria. While the Parties meet the thresholds for notification to the Federal Competition and Consumer Protection Commission (the FCCPC), it is noted that there is only a limited horizontal overlap between their activities in Nigeria in respect of the supply of industrial & material handling tyres (the Overlapping Activity). It is submitted that the horizontal overlap is extremely limited and the Proposed Transaction would result in de minimis market share accretion in Nigeria. In this regard, the Parties estimate that the post-merger share of supply in the Overlapping Activity would be significantly below 15%. As such, the Parties submit that the Proposed Transaction will not result in unilateral or coordinated effects in the Overlapping Activity. Accordingly, the Proposed Transaction will not prevent or lessen competition in the Overlapping Activity nor any plausible relevant market that may be found to exist in Nigeria. In addition, no public interest concerns will arise as a result of the Proposed Transaction and there will be no negative impact on employment in Nigeria as neither the Acquiring Undertaking nor the Target Undertaking has employees in Nigeria.