ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 72/2021 Case Number: 08.05.001.021.062 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of the share capital of the Protec Fire and Security Group Ltd by Robert Bosch UK Holdings Ltd Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karidis, Member Mr. Panayiotis Oustas, Member Mr. Aristos Aristidou Palouzas, Member Mr. Polinikis Panayiotis Charalambides Member Date of decision: 17 November 2021 SUMMARY OF DECISION On the 26th of October 2021 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Robert Bosch UK Holdings Ltd (hereinafter the «Buyer» or «Bosch») a notification of a proposed concentration. The notification was filled according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns the acquisition by Bosch of the share capital of Protec Fire and Security Group Ltd (hereinafter the «PFSGL» or «Target») and its subsidiaries. Companies participating at this merger are the following: 1
- Bosch UK which is a duly registered company under the laws of England and Wales whose final beneficiary is Robert Bosch GmbH (hereinafter "Bosch"), the parent company of the Bosch Group (hereinafter referred to as the "Bosch Group"). Bosch is active in the following sectors: Mobility Solutions, Industrial Technology, Consumer Goods and Energy and Construction Technology.
- Τhe Target is a company duly registered under the laws of England and Wales. Target companies provide a complete, ready-to-deliver fire detection and security solutions product. Their services include the design, construction, installation, commissioning and maintenance of a range of market-leading systems, including a range of fire extinguishers / fire extinguishers, sound evacuation and public announcement systems and emergency lighting. Based on the Share Sale and Purchase Agreement dated 22 October 2021, between Bosch UK and the Sellers (hereinafter referred to as the "Agreement") the merger concerns the acquisition of 100% of the issued share capital of Target by Bosch UK. 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 Bosch. 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. Based on the above, the Commission has concluded that the relevant product market in this concentration is the market for the provision of services and products for fire detection and fire safety. Any further subdivision into sub-markets does not differentiate the outcome of the evaluation of this operation. The geographic market for the relevant markets for products is the territory of the Republic of Cyprus. 2 According to the participants, there seems to be a horizontal overlap in the market for fire detection services and products and fire safety products. According to the parties, the turnover of Bosch in 2020 in Cyprus, related with services of fire detection and fire safety contributed an insignificant market share. At the same time, Protec's turnover in Cyprus in 2020 in relation to the sale of fire safety equipment was small, thus leading to a small market share in the relevant market. As a result, no affected market occurs. Based on the notification data there are no current vertical relationships between the companies involved, as neither of the Parties involved is active in the markets of the other party's suppliers or users - but operates in different sectors at the same market level. As can be seen from the above, the relevant market shares of the participating companies do not exceed the limit set by the Law for the existence of an affected market at a horizontal level. Also, there are no vertical relationships between the participating companies. Based on the above and all the data from the notification, the Commission concludes that there are no other markets in which the notified concentration may have significant effects, based on the provisions of the Law. 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 3