EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 31/08/2023

In electronic form on the EUR-Lex website under document number 32023M11049

EUROPEAN COMMISSION

Brussels, 31.8.2023 C(2023) 6006 final

PUBLIC VERSION

In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description.

TFF V Limited Triton Managers V Limited 5/6 Esplanade, 1st Floor St. Helier, Jersey, JE2 3QA Channel Islands

Dear Sir or Madam,

(1) On 26 July 2023, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Triton Fund V (‘Triton’ or the ‘Notifying Party’), which belongs to the Triton group of funds and whose general partners are Triton Managers V Limited and TFF V Limited, acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of Caverion Oyj (‘Caverion’ or the ‘Target’) (the 3‘Transaction’). Triton and Caverion are together referred to as the ‘Parties’.

1 OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision. 2 OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 3 Publication in the Official Journal of the European Union No C 274, 03.08.2023, p. 19.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

1. THE PARTIES

(2) Triton is an investment fund based in Jersey managing and advising companies, primarily medium-sized businesses headquartered in Central and Northern Europe, in particular in Austria, Germany, Switzerland, the Benelux and the Nordic countries. Triton focuses especially on businesses in four core sectors: Business Services, Industrials, Consumer, and Health. With regards to building engineering and building automation services, Triton controls Assemblin AB (‘Assemblin’) and Habeo Group Oy (‘Habeo Group’), and in the supply of technical installation and services sector Glamox, FläktGroup, Kelvion, ACRE, Norres and Talis.

(3) Caverion is a public limited liability company headquartered in Vantaa, Finland, and operates in building technology and industrial processes installation and maintenance, notably in heating, electricity, energy, ventilation, cooling, building automation and building security technical disciplines. In addition, Caverion provides maintenance services for industrial manufacturing processes such as hydropower, pulp & paper manufacturing, and chemical processes. Caverion operates in ten countries in Northern and Central Europe.

2. THE OPERATION AND THE CONCENTRATION

(4) The case relates to the indirect acquisition of sole control over Caverion by Triton through Crayfish BidCo Oy, an acquisition vehicle controlled by Triton. The Transaction would be accomplished through a voluntary public tender offer for all the issued and outstanding shares of Caverion. Therefore, the Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

(5) Pursuant to a partial referral decision issued by the Commission on 22 May 2023, the effects of the Transaction on competition in Finland are examined by the Finnish Competition and Consumer Authority.

3. UNION DIMENSION

(6) In 2021, the Parties had a combined aggregate world-wide turnover of more than EUR 5 000 million (Triton: EUR […]; Caverion: EUR 2 140 million). Each of them had an EU-wide turnover of more than EUR 250 million (Triton: EUR […]; Caverion: EUR […]), and they did not achieve more than two-thirds of their respective aggregate EU-wide turnover within one and the same Member State. Thus, the Transaction has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.

4. MARKET DEFINITION

(7) The activities of the Parties overlap in building engineering in Sweden and Norway and more specifically in the provision of (i) low voltage (up to 24Kv) electrical engineering (i.e., installation and maintenance of lighting and electric systems, including lighting, solar panels, electrical components, electric-vehicle charging stations etc.), (ii) ventilation engineering (i.e., installation and maintenance of ventilation and air conditioning systems), and (iii) water and sanitation services

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(i.e., installation and maintenance of technical systems for heating, sanitation, 4sprinkler, industrial piping, wastewater and water solutions).

4.1. Product Market

4.1.1. The Commission’s past decisional practice

(8) In previous decisions, the Commission considered that the market for electrical and mechanical engineering services (i.e., building engineering) belonged to a distinct 5 product market,which includes the design, installation, and maintenance of the electrical and mechanical infrastructure of buildings necessary for power supply, fire protection, water and sanitation, security, and access control as well as heating, 6ventilation and air conditioning systems of buildings.

(9) In addition, the Commission made a distinction between the provision of (i) 7electrical, (ii) ventilation and (iii) water and sanitation engineering services.

(10) Within the possible respective segments for electrical and ventilation engineering services, the Commission has also considered possible further segmentations based on (i) the type of work (installation versus maintenance) and (ii) the type of customers (residential versus non-residential), and (iii) within the non-residential 8segment, between infrastructure, industry, and tertiary (i.e., services).

(11) Furthermore, concerning electrical engineering services, the Commission has considered a possible sub-segmentation between (i) high (V220 to V380) and low (V0 to V48) voltage installations and maintenance, and (ii) between large and small 9installation projects.

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The Notifying Party notes that the activities of the Parties also horizontally overlap in the market for the provision of (i) building automation services (i.e., solutions for the automatic control and monitoring of technical heating, cooling, monitoring, alarm, lighting, and ventilation systems in buildings) in Sweden; and (ii) technical facility management services in Germany and Austria. In addition, the activities of the Parties vertically overlap in Germany, Austria, Lithuania, Denmark Sweden, and Norway, because of Triton’s (through its portfolio company FläktGroup) upstream activity of manufacturing and supplying air handling units for ventilation and air conditioning installations and Caverion’s downstream activity in the ventilation engineering market. (Form CO, paragraphs 17, 97 and 105-122). However, as the Transaction does not give rise to affected markets as a result of these overlaps under any plausible product and geographic market definition, they will not be further discussed in this decision.

5 M.874 – AMEC PLC / Financiere Spie Batignolles SCA / Spie Batignolles SA, dated 6 February 1997, paragraphs 15-16.; M.5445; M.7987- Towerbrook Capital Partners / Infopro Digital, dated 13 May 2016, paragraphs 13-14.

6 M.5210 - Siemens / Ortner / JV, dated 31 July 2008, paragraph 11.

7 M.10575 - Bouygues / Equans, dated 19 July 2022, paragraph 39; M.5701 - Vinci / Cegelec, dated 26 March 2010, paragraph 9 and ff; and M.6623 - Vinci / EVT Business, dated 31 August 2012, paragraph 7 and ff. M.3004 - Bravida / Semco / Prenad / Totalinstallatören / Backlunds, dated 13 December 2002, paragraph 8 and ff; and M.7785 - Triton / Imtech Nordic, dated 29 October 2015, paragraph 13.

8 M.6623 - Vinci / EVT Business, dated 31 August 2012, footnotes 12-13; M.10575 - Bouygues / Equans, dated 19 July 2022, paragraph 40; M.10314 - Vinci / S.A. Energia, dated 25 October 2021, paragraph 9.

9 M.3004 - Bravida / Semco / Prenad / Totalinstallatören / Backlunds, dated 13 December 2002, paragraph 10; and M. 2118 - Telenor / Procuritas / ISAB / Newco, dated 25 September 2000, paragraph 11.

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(12) Moreover, regarding ventilation engineering services the Commission considered, but left open whether large and small ventilation projects constituted separate 10product markets.

(13) Finally, within water sanitation engineering services, the Commission considered but left open whether large and small sanitary installations constituted separate 11product markets.

4.1.2. The Notifying Party’s view

(14) The Notifying Party submits that it is theoretically possible to divide the electrical and mechanical engineering market per discipline (i.e., between, among others, 12 electrical, ventilation and water and sanitation engineering services).However, the Notifying Party argues that from a supply-side perspective, it would be more appropriate to consider an overall market for the provision of electrical and mechanical engineering services, because (i) the main providers are able to offer the full range of these services; and (ii) the Target, which offers the full range of 13these services, does not divide its business along discipline lines.

(15) Besides, the Notifying Party disagrees with the Commission’s past decisional practice with regard to the following.

(16) First, the sub-segmentation by type of work (i.e., between installation and maintenance). From a supply-side perspective the Notifying Party submits that (i) the dividing line between maintenance and installation is not clear-cut, and even when market participants divide their business between the two, they often categorise revenues as maintenance, for instance, even though the service includes 14 15installation components;(ii) while industry reports (e.g., Prognoscentret) provide a split between installation and maintenance services, the same reports acknowledge that there is no uniform industry-wide method for distinguishing 16 between these two categories;and, (iii) these two categories require the same skillset, and are therefore provided by the same teams, utilising the same 17 resources.In this context, the Notifying Party estimates that about 90-95% of the entities active in these markets in the Nordics offer both installation and maintenance services. From a demand-side perspective, the Notifying Party submits that between 2021-2023, […] of Caverion’s revenues in Sweden and between […] of Caverion’s revenues in Norway (in all disciplines of the electrical

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and mechanical engineering services market) originate from customers that 18procured both installation and maintenance services.

(17) Second, according to the Notifying Party the sub-segmentation based on the type of customer (i.e., between residential and non-residential customers) would be artificial from a supply-side perspective, as (i) participants in the market are typically active in providing the same engineering services irrespective of whether the building is an industrial real estate or a residential building; (ii) there is no difference in the technologies involved irrespective of the type of customer; and, (iii) the prices charged for the services are not a consequence of the type of 19customer.

(18) Third, the Notifying Party submits that the industry does not segment the market based on size and level of complexity of each project, as there exists no practicable and clear delineation between the two. Furthermore, the Notifying Party is not aware of industry reports segmenting the market along these dimensions. According to the Notifying Party, although there is variability between building projects based on size (e.g., contract value) and complexity (e.g., depending on the level of technical sophistication required by different customers), it is not possible to identify clear dividing lines between projects of large and small scale, as well as projects with ‘complex’ and ‘less complex’ requirements, as each building project's technical profile comprises a multitude of factors, many of which are very context- specific. By way of example, the Notifying Party explains that the size of a project is highly dependent on the set of circumstances that constitute the benchmark, against which the comparison is being made, and could depend on the geographic 20location, the respective capacity/offerings of different competitors etc.

(19) Fourth, the Notifying Party further submits that the segmentation of the market for the provision of electrical engineering services for non-residential customers between the industry, infrastructure and tertiary sectors is not relevant for the purposes of the assessment of the Transaction, because there is no overlap between the Parties’ activities in relation to these segments. In particular, the Notifying Party (through its portfolio companies) is only active in the installation and maintenance of electrical engineering services for traditional real estate, as opposed to infrastructures outside of buildings (e.g., electrical grids, roads, railways, and water towers) or installing industrial equipment, such as machinery, equipment, and systems for industrial processes (e.g., machines, production lines, turbines, 21industrial piping).

(20) The Notifying Party finally submits that with regards to the electrical engineering services, the Parties’ activities only overlap in the provision of low-voltage 22electrical engineering services.

18 Form CO, paragraph 156. 19 Form CO, paragraph 161 and ff. 20 Form CO, paragraph 170 and ff. 21 Form CO, paragraph 168 and ff. 22 Annex 12 to the Form CO, footnote 1.

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4.1.3. The Commission’s assessment

(21) The results of the Commission’s market investigation as well as the evidence in the Commission’s file do not suggest that a departure from its past decisional practice would be justified. In any event, in the absence of competition concerns on any plausible market, the exact product market definitions can be left open, whereas the impact of the Transaction will be assessed on the basis of the narrowest plausible product market definitions followed by the Commission in past cases as that is where the overlap between the Parties’ activities is strongest.

4.1.4. Conclusion

(22) In light of the above, the Commission concludes that, for the purposes of this decision, a separate relevant product market should be defined for (i) electrical, (ii) ventilation and (iii) water and sanitation engineering services.

(23) The questions whether the relevant product markets should be segmented by (i) the type of work (maintenance/installation); (ii) the type of customers (residential/non- 23 residential); and (iii) size of project (large/small)can be left open, as the Transaction does not raise serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement, under any of the plausible alternative product market definitions.

(24) Specifically, regarding the electrical engineering market, the Commission leaves open whether a distinction should be made between high- and low- voltage installations and maintenance, but in its assessment, it will only look into the low- voltage sub-segment, as the activities of the Parties do not overlap in the high- voltage segment.

(25) Finally, the Commission leaves open whether the market for the provision of electrical engineering services for non-residential customers should be further segmented between the industry, infrastructure, and tertiary sectors, as the Parties’ activities overlap only in respect of traditional real estate, and thus this 24segmentation is not relevant in the present case.

23 There is no clear delineation between large and small projects. The Notifying Party considers that a conceivable threshold for this theoretic exercise could be at 10m SEK (equivalent to ~ EUR 1m) to delineate small installation projects from larger ones as this threshold is broadly based on internal approval processes that exist for installation contracts in Sweden and Norway within Assemblin and Caverion: Form CO, paragraph 174. In M.3004 - Bravida / Semco / Prenad / Totalinstallatören / Backlunds, a delineation based on contract value, as well as on the number of engineers involved (30 or more for large projects) was considered, but the market investigation did not provide a clear answer as to what threshold, if at all, might be appropriate. For the purposes of the present decision, the Commission accepts the delineation proposed by the Notifying Party. 24 Triton confirms that the market sizes and shares only reflect real estate works, given that neither of the Parties is active in industrial, infrastructure or tertiary works, and therefore do not have relevant knowledge in these markets (Form CO, footnotes 137 and 170).

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4.2. Geographic Market

4.2.1. The Commission’s past decisional practice

(26) In previous decisions, the Commission has considered the relevant geographic markets for electrical, ventilation and water and sanitation engineering services, 25 and their possible segments and sub-segments to be nationalor local (i.e., 26 regional, or narrower than regional)in scope and conducted the competitive assessment at the regional level as the narrowest plausible market.

4.2.2. The Notifying Party’s view

(27) In the Notifying Party’s view, the market for electrical and mechanical engineering, including all their possible segments and sub-segments are national in scope. From a supply-side perspective, the Notifying Party submits that the main industry players in Sweden and Norway, including the Parties, (i) operate a network of offices and employ employees nation-wide; and, (ii) determine their general 27 offering and pricing at a centralised level rather than on a localised basis.From a demand-side perspective, customers can (and do) enter into framework contracts covering services across the country, and even when a provider is not active in all the regions of Sweden and/or Norway, it can work with local subcontractors to deliver services nationally. Furthermore, the Notifying Party submits that in relation to tenders, these are typically open to all suppliers in a country regardless of the specific regional location of their premises.

(28) Finally, the Notifying Party submits that the Transaction does not give rise to affected markets at the national level in any of the EEA States where the activities 28of the Parties overlap.

4.2.3. The Commission’s assessment

(29) The results of the Commission’s market investigation as well as the evidence in the Commission’s file do not suggest that a departure from its past decisional practice would be justified. In any event, in the absence of competition concerns on any plausible market, the exact product market definitions can be left open, whereas the impact of the Transaction will be assessed on the basis of the geographic market definitions followed by the Commission in past cases.

4.2.4. Conclusion

(30) In light of the above, the Commission concludes that, for the purposes of this decision, the geographic market definitions for the provision of (i) electrical

25 M.10719 - PGGM / DIF / Fudura, dated 3 August 2022, paragraphs 15-18; .10575 - Bouygues / Equans, dated 19 July 2022, paragraph 70; M.10314 - Vinci / S.A. Energia, dated 25 October 2021, paragraphs 16-19; M.9270 - Vinci Airports / Gatwick Airport, dated 15 March 2019, paragraphs 23- 24; M.6623 - Vinci / EVT Business, dated 31 August 2012, paragraphs 13-16; and M.3653 - Siemens / VA Tech, dated 13 July 2005, paragraph 441.

26 M.9270 - Vinci Airports / Gatwick Airport, dated 15 March 2019, paragraphs 11-13; and M.3004 - Bravida / Semco / Prenad / Totalinstallatören / Backlunds, dated 13 December 2002, paragraphs 19- 23.

27 Form CO, paragraph 188.

28 Annex 12 to the Form CO.

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engineering services; (ii) ventilation engineering services; and (iii) water and sanitation services as well as their possible segments could be national or local (i.e. regional, based on administrative county divisions) in scope, and that in any event, the exact geographic scope of these markets can be left open, as the Transaction does not raise serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement, under any of the plausible alternative geographic market definitions.

(31) The Commission will conduct its assessment at local level (i.e., regional county level) in Sweden and Norway, as the Transaction does not give rise to affected markets at national level in any of the EEA Member States where the activities of the Parties overlap.

5. COMPETITIVE ASSESSMENT

5.1. Analytical Framework

(32) Article 2 of the Merger Regulation requires the Commission to examine whether notified concentrations are compatible with the internal market, by assessing, pursuant to Articles 2(2) and (3), whether they would significantly impede effective competition in the internal market or in a substantial part of it, in particular as a result of the creation or strengthening of a dominant position.

(33) Horizontal effects are those deriving from a concentration where the undertakings concerned are actual or potential competitors of each other in one or more of the relevant markets concerned. The Commission appraises horizontal effects in 29 accordance with the Horizontal Merger Guidelines.Horizontal effects may be non-coordinated or coordinated.

(34) As regards horizontal non-coordinated effects, according to paragraph 26 of the Horizontal Merger Guidelines, a number of factors (the list of which is non exhaustive) may be taken into account in order to determine whether significant non-coordinated effects are likely to result from a concentration, including the combined entity’s market power, closeness of competition and barriers to entry and/or expand.

5.2. Competitive Assessment

5.2.1. Introduction

(35) The Transaction gives rise to the following horizontally affected markets:

a.The provision of electrical engineering maintenance services (and its segment for non-residential customers) in certain regions of Sweden (i.e., Hallands län and Västmanlands län);

b.The provision of ventilation engineering installation and maintenance services (and its segments by type of customer) in certain regions of Sweden (i.e., Norrbottens län (overall and non-residential) and Västmanlands län (overall, residential and non-residential));

29 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings (‘Horizontal Merger Guidelines’), OJ C 31, 5.2.2014.

c.The provision of ventilation engineering installation services (and its segments by type of customer and size of project) in certain regions of Sweden (i.e., Norrbottens län (overall, residential, non-residential and large projects) and Västmanlands län (overall, residential, non-residential and small projects));

d.The provision of ventilation engineering maintenance services (and its segment for non-residential customers) in a region of Sweden (i.e., Östergötlands län);

e.The provision of water and sanitation installation and maintenance services (and its segment for non-residential customers) in a region in Norway (i.e., Oslo);

f.The provision of water and sanitation installation services (and its segments for non-residential customers and large projects) in a region in Norway (i.e., Oslo); and,

g.The provision of water and sanitation maintenance services in regions of Sweden (i.e., Blekinge län (overall and its segment for non-residential customers), Uppsala län (overall and its segments for residential and non-residential customers), Västerbottens län (overall and its segment for residential customers)) and Norway (i.e., Oslo (overall and its segment for non-residential customers) and Østfold regions (overall and its segment for residential customers)).

(36) For completeness, the Transaction does not give rise to either horizontally affected markets at national level (where the Parties’ combined share in all horizontally 30overlapping segments remain below 15% in Sweden and below 10% in Norway) or along other plausible market segmentations (such as e.g., when segmenting by size of the project for some of the segments above) or any vertically affected markets.

(37) The effect of the Transaction in each of the horizontally affected markets will be examined in Sections 5.2.2 – (127) below.

5.2.2. Electrical engineering maintenance services in Swedish regions

5.2.2.1. Introduction

(38) In this Section, the Commission assesses whether the Transaction would give rise to serious doubts regarding its compatibility with the internal market as a result of the potential elimination of competitive constraints between the Parties in the market for the provision of electrical engineering maintenance services in Hallands län and Västmanlands län of Sweden.

(39) For the reasons detailed below, the Commission finds that the Transaction does not give rise to serious doubts regarding its compatibility with the internal market as a result of the horizontal overlaps in the above-mentioned markets.

30 Form CO, paragraph 236.

(48) Third, post-Transaction the Parties will compete with and face significant competitive pressure from a number of other competitors that have a higher or similar market share in the overall market compared to the market share of the Target, and that are active either at national level (i.e., the larger players) and capable of moving resources across regions or at local level (i.e., smaller players). For example the Parties will post-Transaction compete with: (i) in Hallands Iän, Bravida (estimated share [10-20]%%), Sparc Group (estimated share [5-10]%), and others such as Currentum, Elajo Invest Aktiebolag, Instalco and Granitor Electro 37 (all [0-5]%) etc.;and, (ii) in Västmanlands län Instalco and Skäret Aktiebolag (estimated share for both exceeding [5-10]%) and RoosGruppen AB, Lorenz Invest 38 (estimated share for both above [0-5]%).In this context, according to the Parties’ submissions, their competitors’ market shares do not materially deviate when the market for electrical engineering maintenance services is segmented by type of customer (where the Transaction gives rise to affected markets), as demonstrated in 39Tables 2 and 4 above.

(49) The fact that the Parties will continue to face competition post-Transaction by a number of other competitors that are active either nationally, or locally, is supported by evidence from the Parties’ internal documents. For example, an internal document prepared by Triton, suggests that the markets in both Sweden and Norway are ‘fragmented (…) with small and mid-sized players making up [the] majority of the market’. More specifically, according to the internal document, [50-60]% of the overall Swedish market is held by small and local players, whereas 40 only [30-40]% of the market is held by large national players (which another

36 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 74 of second tranche submitted on 23 June 2023; Form CO, paragraph 397.

37 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 66 of second tranche submitted on 23 June 2023; Form CO, paragraph 403.

38 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 71 of second tranche submitted on 23 June 2023; Form CO, paragraph 397.

39 Annex 1 to question 7 of the Notifying Party’s response to a Commission’s pre-notification request for information (QP6).

40 Annex 9_5.4(ii)_02 to the Form CO, page 73.

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88 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023. 89 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023; Non-confidential minutes of a pre-notification conference call with a competitor dated 17 July 2023. 90 Please note that the data provided in this section may not always add up. The Notifying Party confirmed that this is a result of rounding. The variations lead to differences in the scale of 0.1 to 0.3 percentage points (Form Co, footnote 147).

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non-residential customers in Oslo due to the fact that the Parties combined market 91shares and the increment brought by the Transaction are moderate.

(104) The Notifying Party further argues that the Parties are not close competitors in the provision of water and sanitation installation and maintenance services either in the overall market or its possible segment for non-residential customers in Oslo. In particular, the Notifying Party explains that contracts are typically procured 92 through a tender process.In this context, the Notifying Party submits that Caverion was not awarded […] projects between 2021 and 2023 in relation to this product market in Oslo, nor did it compete for […] projects of Assemblin for the period between 2021 and 2023 in the water and sanitation installation and 93maintenance market in Oslo.

5.2.6.4. Commission’s Assessment

(105) The results of the Commission’s market investigation, as well as information in the file confirm the Notifying Party’s view as detailed in section 5.2.6.3 above, for the reasons listed below.

(106) First, the Parties’ combined market share is moderate and not indicative of market power. In particular, the Parties’ combined market share in the market for water and sanitation installation and maintenance services in Oslo was ~[10-20]-[20- 30]% between 2020-2022, and [20-30]% in the possible market segment for non- residential customers in 2022.

(107) Second, the increment brought by the Transaction is moderate, and ranges between ~[0-5]-[5-10] in both the overall market and its segment for non-residential customers.

(108) Third, post-Transaction the Parties will continue to compete with and face significant competitive pressure from a number of other competitors with a significant presence in the market, including Bravida (market share estimate [10- 20]%), GK (market share estimate [10-20]%), as well as other smaller competitors, including HR Rør Holding AS, Instalco, Thoresen Invest AS, CRB Holding AG 94 and VVS Norge AS (market share estimate [0-5]% each).Furthermore, according to the Parties’ submissions, their competitors’ market shares do not materially deviate when the market for ventilation engineering maintenance services is 95segmented to non-residential customers, as demonstrated in Table 16 above.

(109) The fact that the Parties will continue to face competition post-Transaction by a number of other competitors that are active either nationally, or locally, is supported by evidence from the Parties’ internal documents For example, an

91 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 93 of second tranche submitted on 23 June 2023; and, Form CO, paragraph 430. 92 Form CO, paragraph 473. 93 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 96 of second tranche submitted on 23 June 2023; Form CO, paragraph 433. 94 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 94; form CO, paragraph 431. 95 Annex 1 to question 7 of the Notifying Party’s response to a Commission’s pre-notification request for information (QP6); Form CO, paragraph 431.

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internal document prepared by Triton, suggests that the markets in both Sweden and Norway are ‘fragmented (…) with small and mid-sized players making up [the] majority of the market’. More specifically, according to that internal document, [50-60]% of the overall Norwegian market is held by small and local players, 96 whereas only [20-30]% of the market is held by large national players (which 97 another internal document identifies as e.g., GK, Bravida and Instalco).Another internal document prepared by external consultants for Triton, suggests that the large national players have the ability to offer their services throughout Norway (‘national reach’), are perceived by customers as superior in terms of quality and reliability, and are ‘less aggressive on pricing’, however, it highlights that mid-size and local / small players have a strong regional presence, and maintain their relationships and reputation with customers and therefore are a strong competitive 98force at local level.

(110) Fourth, the fact that Caverion did not compete for Triton’s (through Assemblin) […] largest projects in the overall market between 2021-2023, suggests that the Parties are not competing closely with one another in those markets (and its relevant segment for non-residential customers). Furthermore, in response to the Commission’s market investigation, respondents confirmed that Assemblin’s closest competitor is in fact Bravida and not Caverion, as the former two compete 99for the same tenders and offer a very similar portfolio of services.

(111) Fifth, respondents to the Commission’s market investigation confirmed that barriers to entry in the market for the provision of water and sanitation services in local Norwegian regions are low, which explains the fact that the market is very 100fragmented.

(112) Sixth, none of the market participants and competitors that participated in the Commission’s market investigation raised any concerns with regards to the effects of the Transaction in this market.

5.2.6.5. Conclusion

(113) In light of the above, the Commission concludes that the Transaction does not give rise to serious doubts regarding its compatibility with the internal market as a result of the horizontal overlap in the market for water and sanitation installation and maintenance services (and its possible segmentation for non-residential customers) in Oslo.

5.2.7. Water and sanitation installation services in Norwegian regions

5.2.7.1. Introduction

(114) In this Section, the Commission assesses whether the Transaction would give rise to serious doubts regarding its compatibility with the internal market as a result of

96 Annex 9_5.4(ii)_02 to the Form CO, page 73. 97 Annex 9_5.4(ii)_02 to the Form CO, page 101. 98 Annex 9_5.4(ii)_02 to the Form CO, page 97. 99 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023. 100 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023; Non-confidential minutes of a pre-notification conference call with a competitor dated 17 July 2023.

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5.2.7.4. Commission’s assessment

(119) The results of the Commission’s market investigation, as well as information in the file confirm the Notifying Party’s view, for the reasons listed below.

(120) First, the Parties’ combined market share is moderate and not indicative of market power. In particular, the Parties’ combined market share in the overall market is ~[10-20]-[20-30]% (between 2020-2022), [20-30]% in the possible market segment for non-residential customers and [20-30]% in the market for large projects in Oslo in 2022.

(121) Second, the increment brought by the Transaction is moderate, and ranges between ~[0-5]% in the overall market. The increment is slightly higher in the two possible segmentations of the overall market, for non-residential customers ([10-20]% increment) and for large projects ([5-10]% increment).

(122) Third, post-Transaction the Parties will continue to compete with and face significant competitive pressure from a number of other credible competitors, which include Bravida (market share estimate [10-20]-[20-30]% in the overall market and its segmentation for non-residential customers, and between [20-30]5% in the large projects’ segment), GK (market share estimate [10-20]% in the overall market and its segmentation for non-residential customers, and between [10-20]- [20-30]% in the large projects’ segment), as well as other smaller competitors, including HR Rør Holding AS, Instalco, Thoresen Invest AS, CRB Holding AG, VVS Norge AS, each of whose shares in the overall installation services and its 105two segments are estimated to be around [0-5]%.

(123) The fact that the Parties will continue to face competition post-Transaction from a number of other competitors that are active either nationally, or locally, is supported by evidence from the Parties’ internal documents. For example, an internal document prepared by Triton, suggests that the markets in both Sweden and Norway are ‘fragmented (…) with small and mid-sized players making up [the] majority of the market’. More specifically, according to that internal document, [50-60]% of the overall Norwegian market is held by small and local players, 106 whereas only [20-30]% of the market is held by large national players(which 107another internal document identifies as e.g., GK, Bravida and Caverion). Another internal document prepared by external consultants for Triton, suggests that the large national players have the ability to offer their services throughout Norway (‘national reach’), are perceived by customers are superior in terms of quality and reliability, and are ‘less aggressive on pricing’, however, it highlights that mid-size and local / small players have a strong regional presence, and maintain their relationships and reputation with customers and therefore are a 108strong competitive force at local level.

105 Response of the Notifying Party to a Commission’s pre-notification request for information (QP6), question 9, paragraph 98 of second tranche submitted on 23 June 2023; and Annex 1 to question 7 of the Notifying Party’s response to a Commission’s pre-notification request for information (QP6); Form CO, paragraph 436. 106 Annex 9_5.4(ii)_02 to the Form CO, page 73. 107 Annex 9_5.4(ii)_02 to the Form CO, page 101. 108 Annex 9_5.4(ii)_02 to the Form CO, page 97.

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(124) Fourth, the fact that neither Assemblin nor Caverion competed with one another […] water and sanitation installation projects between 2021-2023 in Oslo, suggests that the Parties are not competing closely with one another in those markets (and its relevant segments for non-residential customers and large projects). Furthermore, in response to the Commission’s market investigation, respondents confirmed that Assemblin’s closest competitor is in fact Bravida and not Caverion, as the former 109two compete for the same tenders and offer a very similar portfolio of services.

(125) Fifth, respondents to the Commission’s market investigation confirmed that barriers to entry in the market for the provision of water and sanitation services in local Norwegian regions are low, which explains the fact that the market is very 110fragmented.

(126) Sixth, none of the market participants and competitors that participated in the Commission’s market investigation raised any concerns with regards to the effects of the Transaction in this market.

5.2.7.5. Conclusion

(127) In light of the above, the Commission concludes that the Transaction does not give rise to serious doubts regarding its compatibility with the internal market as a result of the horizontal overlap in the market for water and sanitation installation services (and its possible segmentations for non-residential customers and large projects) in Oslo.

5.2.8. Water and sanitation maintenance services in Swedish and Norwegian local regions

5.2.8.1. Introduction

(128) In this Section, the Commission assesses whether the Transaction would give rise to serious doubts regarding its compatibility with the internal market as a result of the potential elimination of competitive constraints between the Parties in the market for the provision of water and sanitation maintenance services in Blekinge län, Uppsala län, Västerbottens län of Sweden and Oslo and Østfold of Norway.

(129) For the reasons detailed below, the Commission finds that the Transaction does not give rise to serious doubts regarding its compatibility with the internal market as a result of the horizontal overlaps in the above-mentioned markets.

1115.2.8.2. Market Shares

5.2.8.2.1. Swedish regions

(130) Table 19 below provides an overview of the market shares of the Parties and some of their competitors in the provision of water and sanitation maintenance services

109 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023. 110 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023; Non-confidential minutes of a pre-notification conference call with a competitor dated 17 July 2023. 111 Please note that the data provided in this section may not always add up. The Notifying Party confirmed that this is a result of rounding. The variations lead to differences in the scale of 0.1 to 0.3 percentage points (Form Co, footnote 147).

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services and its possible segments by type of customers in either of Oslo or Østfold, because the Parties’ combined market shares are moderate under all plausible product market segmentations and geographic areas and the increment brought by the Transaction is very small in most of the plausible product market 118segmentations and geographic areas and de minimis in others.

(138) The Notifying Party further submits that the Parties are not close competitors in the provision of water and sanitation maintenance services either in the overall market or its possible segments by type of customer in either of Oslo or Østfold. In particular, the Notifying Party explains that contracts are typically procured 119 through a tender process.In this context, in Oslo in 2022, Triton (through Assemblin) did not compete for Caverion's […] awarded to it between 2021 and 120 2023 in relation to water and sanitation maintenance services.Similarly, Caverion did not compete […] projects of Assemblin for the period between 2021- 121 2023 in the water and sanitation maintenance market in Oslo.In relation to Østfold, the Notifying Party submits that Caverion was not awarded […] between 1222021 to 2023 in the water and sanitation maintenance services market.

5.2.8.3. Commission’s assessment

5.2.8.3.1. Swedish regions

(139) The results of the Commission’s market investigation, as well as information in the file confirm the Notifying Party’s view as detailed in section 5.2.8.2.2.1 above, for the reasons listed below.

(140) First, in Blekinge län and Uppsala län the Parties’ combined market share is moderate and not indicative of market power, whilst the increment brought by the Transaction is very small. In particular, the Parties’ combined market share in Blekinge län in the overall market is ~[20-30]-[30-40]% (between 2020-2022), and ~[30-40]% in the market for non-residential customers in 2022, whereas the increment is negligible, ~[0-5]%, in all the affected product markets, reflecting the fact that Caverion is barely active in the provision of water and sanitation services in Blekinge län. Likewise, the Parties’ combined market share in Uppsala län in the overall market is ~[30-40]-% (between 2020-2022), ~[30-40]% in the possible market segment for non-residential customers and ~[30-40]% in the possible market segment for residential customers in 2022, whereas the increment is negligible, ~[0-5]%, in all the affected product markets, reflecting the fact that 123Uppsala län as well.

(141) Second, in Västerbottens län the Parties’ combined market share is also moderate. In particular, the Parties’ combined market share in the overall market is ~[20- 30]% (between 2020-2022), and [20-30]% in the market for residential customers in 2022. Thus, even though the increment brought by the Transaction is relatively

high, between ~[10-20]% in both the overall market and the segmentation for residential customers, the Parties’ combined market shares are not indicative of 124market power.

(142) Third, post-Transaction the Parties will continue to compete with and face significant competitive pressure from a number of other competitors, including (i) in Blekinge län, Bravida, Skytten Hjalmar AB and Nimlas (estimated market share 10-15% each in both the overall and non-residential markets), as well as Instalco, Celekta Invest Aktiebolag and others (estimated market share [10-20]5% each in 125 both the overall and non-residential markets);(ii) in Uppsala län, AB Lindqvist & Larsson VVS, Perihelium Group AB, Högbergs Gruppen AB, Storskogen Group AB, and 4 Invest AB (estimated market share 0-5% each in the overall market and 126 both the residential and non-residential market segments);and (iii) in Västerbottens län, Bravida and Aktiebolaget Infjärdens Värme (estimated market share [10-20]% each in both the overall and residential markets), and others such as Bengt Johanssons Rör Aktiebolag and Umia Holding AB (estimated market share 1275-10% each in both the overall and residential markets).

(143) The fact that the Parties will continue to face competition post-Transaction from a number of other competitors that are active either nationally, or locally, is supported by evidence from the Parties’ internal documents. For example, an internal document prepared by Triton, suggests that the markets in both Sweden and Norway are ‘fragmented (…) with small and mid-sized players making up [the] majority of the market’. More specifically, according to that internal document, [50-60]% of the overall Swedish market is held by small and local players, whereas 128 only [30-40]% of the market is held by large national players(which another 129 internal document identifies as e.g., the Parties, Bravida and Instalco).Another internal document prepared by external consultants for Triton, suggests that the large national players have the ability to offer their services throughout Sweden (‘national reach’), are perceived by customers are superior in terms of quality and reliability, and are ‘less aggressive on pricing’, however, it highlights that mid-size and local / small players have a strong regional presence, and maintain their relationships and reputation with customers and therefore are a strong competitive 130force at local level.

(144) Fourth, the fact that the Parties did not compete with one another […] water and sanitation projects that they were awarded to in 2022 in either of Blekinge län, Uppsala län or Västerbottens län, suggests that the Parties are not competing closely with one another in those markets. Furthermore, in response to the Commission’s market investigation, respondents confirmed that Assemblin’s closest competitor is in fact Bravida and not Caverion, as the former two compete

131 for the same tenders and offer a very similar portfolio of services.While Bravida does not currently hold a significant presence Uppsala län, this finding should hold for Västerbottens län and does not detract from the fact that it is an important player with a national presence.

(145) Fifth, respondents to the Commission’s market investigation confirmed that barriers to entry in the market for the provision of water and sanitation services in local Swedish regions are low, which justifies the fact that the market is very 132fragmented.

(146) Sixth, none of the market participants and competitors that participated in the Commission’s market investigation raised any concerns with regards to the effects of the Transaction in this market.

5.2.8.3.2. Norwegian regions

(147) The results of the Commission’s market investigation, as well as information in the file confirm the Notifying Party’s view, for the reasons listed below.

(148) First, the Parties’ combined market shares are moderate and not indicative of market power. In particular, in Oslo, the Parties’ combined market share in the overall market is ~[10-20]-[20-30]% (between 2020-2022), and [20-30]% in the possible market segment for non-residential customers in 2022. Similarly, in Østofold, the Parties’ combined market share in the overall market is ~[10-20]-[20- 30]% (between 2020-2022), and [30-40]% in the possible market segment for residential customers in 2022.

(149) Second, the increment brought by the Transaction is small, and ranges between (i) ~[0-5]% in Oslo, both in the overall market and the market for non-residential customers; and (ii) ~[0-5]% in Østofold both in the overall market and the market for residential customers.

(150) Third, post-Transaction the Parties will continue to compete with and face significant competitive pressure from a number of other credible competitors, which include, (i) in Oslo, Bravida (estimated market shares [10-20]-[20-30] % in both the overall market and the segment for non-residential customers), GK (estimated market shares [10-20]% in both the overall market and the segment for non-residential customers) as well as HR Rør Holding AS, Instalco, Thoresen Invest AS, CRB Holding AG,VVS Norge AS, each of whose shares in the maintenance services segment are estimated by the Parties to be around [0-5]% 133 both the overall market and the segment for non-residential customers;and, (ii) in Østofold, from regional competitors, which include Halvorsen, Investering AS, VVS Comfort AS, Borge Rør AS, GK, and Ostfold Rør AS, each of whose shares in the maintenance services segment are estimated by the Parties to be around [0- 1345]% both the overall market and the segment for non-residential customers.

131 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023. 132 Non-confidential minutes of a pre-notification conference call with a competitor dated 26 July 2023; Non-confidential minutes of a pre-notification conference call with a competitor dated 17 July 2023. 133 Form CO, paragraph 441. 134 Form CO, paragraph 446.

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(151) The fact that the Parties will continue to face competition post-Transaction from a number of other competitors that are active either nationally, or locally, is supported by evidence from the Parties’ internal documents For example, an internal document prepared by Triton, suggests that the markets in both Sweden and Norway are ‘fragmented (…) with small and mid-sized players making up [the] majority of the market’. More specifically, according to that internal document, [50-60]% of the overall Norwegian market is held by small and local players, 135 whereas only [20-30]% of the market is held by large national players(which 136another internal document identifies as e.g., GK, Bravida and Caverion). Another internal document prepared by external consultants for Triton, suggests that the large national players have the ability to offer their services throughout Norway (‘national reach’), are perceived by customers are superior in terms of quality and reliability, and are ‘less aggressive on pricing’, however, it highlights that mid-size and local / small players have a strong regional presence, and maintain their relationships and reputation with customers and therefore are a 137strong competitive force at local level.

(152) Fourth, the facts that (i) neither Assemblin nor Caverion competed with one another […] water and sanitation maintenance projects between 2021-2023 in Oslo; and (ii) Caverion was not awarded […] between 2021 to 2023 in the water and sanitation maintenance services market in Østfold, suggest that the Parties are not competing closely with one another in those markets (and their relevant segments). Furthermore, in response to the Commission’s market investigation, respondents confirmed that Assemblin’s closest competitor is in fact Bravida and not Caverion, as the former two compete for the same tenders and offer a very 138similar portfolio of services.

(153) Fifth, respondents to the Commission’s market investigation confirmed that barriers to entry in the market for the provision of water and sanitation services in local Norwegian regions are low, which justifies the fact that the market is very 139fragmented.

(154) Sixth, none of the market participants and competitors that participated in the Commission’s market investigation raised any concerns with regards to the effects of the Transaction in this market.

5.2.8.4. Conclusion

(155) In light of the above, the Commission concludes that the Transaction does not give rise to serious doubts regarding its compatibility with the internal market as a result of the horizontal overlap in the market for water and sanitation maintenance services (and its possible segmentations for residential and non-residential customers where the Transaction gives rise to affected markets) in Blekinge län, Uppsala län and Västerbottens län.

(156) Similarly, the Commission concludes that the Transaction does not give rise to serious doubts regarding its compatibility with the internal market as a result of the horizontal overlap in the market for water and sanitation maintenance services (and its possible segmentations for residential and non-residential customers where the Transaction gives rise to affected markets) in Oslo and Østfold.

6. CONCLUSION

(157) For the above reasons, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.

For the Commission

(Signed) Margrethe VESTAGER Executive Vice-President

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