ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 14/2022 Case Number: 08.05.001.022.007 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of the share capital of GCP Applied Technologies Inc. by Compagnie de Saint-Gobain S.A., via Cyclades Parent, Inc. Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Aristos Aristidou Palouzas, Member Mr. Polinikis Panayiotis Charalambides Member Date of decision: 16 March 2022 SUMMARY OF DECISION On the 21st of February 2022 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Compagnie de Saint-Gobain SA (hereinafter the «Saint-Gobain») a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which Saint-Gobain, through its indirect subsidiary Cyclades Parent, Inc. (hereinafter the «Cyclades Parent»), will obtain indirectly the 100% of the shares of GCP Applied Technologies Inc. (hereinafter «GCP» or «Target»), Companies participating at this merger are the following: Saint-Gobain is a company duly registered under the laws of France and active in construction sector operating in four business lines: (
- i)innovative materials, (
- ii)construction products (including mortars), (iii) distribution of building materials and (
- iv)glass. Cyclades Parent, Inc. is a company duly registered under the Daleware laws of the USA, owned by Compagnie de Saint-Gobain SA and formed for the purposes of this concentration. The target on this concentration is GCP, which is a global provider of construction products and technologies. GCP has two business segments: (
- i)Specialty Construction Chemicals (“SCC”), which produces chemical admixtures, and in-transit concrete monitoring and management systems and specialty systems; and (
- ii)Specialty Building Materials (“SBM”), which produces building envelopes, residential and specialty construction products that protect structures from water, vapor transmission, air infiltration and fire damage. The concentration under consideration takes place on the basis of the Agreement and Plan of Merger dated December 5, 2021, between Saint-Gobain's subsidiary, Cyclades Parent, Inc., (the "Parent"), Cyclades Merger Sub, Inc., a wholly owned subsidiary of the Parent (the "Merger Sub"), GCP and, solely for the purposes of certain warranty obligations, Saint-Gobain (the “Agreement”). Upon completion of the Transaction, Saint-Gobain will indirectly acquire 100% of the shares of the Target Company. The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(a)(ii) of the Law, since it leads to a permanent change of control of target by Saint-Gobain. Furthermore, based on the information contained in the notification, the Commission found that the criteria set by section 3
(2)(
- a)of the Law were satisfied and therefore the notified concentration was of major importance falling within the scope of the Law. The Commission has concluded that the relevant product / service market in the present concentration is (
- a)the supply of chemical-based admixtures, (
- b)the supply of different types of grouts and mortars, (
- c)the supply of waterproofing products and (
- d)the supply of waterstops. Any further division into sub-markets does not change the result of the evaluation of this act. In addition, the Commission concluded that the geographical market for the relevant markets in question is that of the territory of the Republic of Cyprus. The present transaction will lead to an overlap between the activities of Saint-Gobain and those of the Target in Cyprus, as both companies performed a turnover in Cyprus during 2020 related to (
- a)Chemical-based admixtures, (
- b)Mortars, (
- c)Waterproofing and (
- d)Waterstops. The Commission also notes that according to the information in the notification, in all four markets the combined market share is below 15%. Also, according to the data of the notification, there are no vertical relationships between Saint-Gobain and Target in Cyprus. Taking into account the above, the Commission concludes that in this concentration no affected market is created based on Annex I of the Law. In addition, there are no other markets in which the notified concentration may have a significant effect. The Commission, on the basis of the factual and legal circumstances, unanimously decided that this concentration does not create or strengthen a dominant position as there is no affected market and therefore the concentration does not raise serious doubts as to its compatibility with the operation of the competition in the market. Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Loukia Christodoulou Chairperson of the Commission for the Protection of Competition