Brussel, België – Acting under the EU Merger Regulation, the European Commission has given the Austrian firm Bauholding Strabag SE (Strabag) the go-ahead to take over parts of the bankrupt German construction company Walter Bau-AG (Walter Bau). The Commission concluded that the operation will not significantly impede effective competition in the EEA or any substantial part of it, as the parties’ combined market shares on the relevant markets in Germany will be limited and there will be only a slight increase in the market share in Austria. At the same time, the Commission has referred the assessment of the impact of the operation on the Hamburg regional asphalt market to Germany’s Federal Cartel Office.

Strabag is a construction company that operates worldwide in all areas of the industry, especially in building and civil engineering. Walter Bau provides services in connection with turnkey construction, civil engineering and road building. Final bankruptcy proceedings with regard to Walter Bau began on 1 April 2005.

Strabag is to take over Walter Bau’s existing building and civil engineering projects, which were transferred to the recently founded ‘Dywidag Schlüsselfertig- und Ingenieurbau GmbH’. Strabag is also acquiring control of the civil engineering company ‘Walter Heilit Verkehrswegebau GmbH’, ‘Dywidag International GmbH’, ‘Dyckerhoff & Widmann Ges.mbH’, which operates in Austria, and ‘RIB GmbH’, which is continuing some bridge-construction projects managed by the Walter Bau subsidiary ‘Niklas GmbH’.

Although Strabag and Walter Bau are among the largest construction companies in Germany, the operation does not raise any competition concerns. Strabag is taking over only a small number of Walter Bau’s construction contracts. The parties’ combined shares of the construction, road-building and other civil engineering markets will remain well under 20%. While Strabag is the largest construction company in Austria, Walter Bau’s companies have only small-scale operations there and, by taking them over, Strabag will increase its market share only slightly.

Referral request

On 30th May 2005 Germany’s Federal Cartel Office pointed out that the planned merger would affect competition on the Hamburg regional market for asphalt, which has all the features of a distinct market and does not constitute a substantial part of the Single Market. In the Hamburg region Walter Heilit has a shareholding in an asphalt mixing plant. NMW, which also has a shareholding in the plant, controls four of the other eight plants in the region. Strabag is another competitor, which means that there would be a risk that antitrust rules could be breached and a dominant market position created. The Federal Cartel Office therefore applied for a referral of the case inasmuch as this market is affected. As the case satisfies the conditions for a referral, the Commission has agreed to do so. The Federal Cartel Office will therefore examine whether the merger complies with national competition law.