Pool equipment industry: Bundeskartellamt clears merger between Fluidra and Meranus

Following an in-depth examination, the Bundeskartellamt has cleared plans by Fluidra Commercial S.A.U, Sant Cugat del Vallès, Barcelona, Spain (“Fluidra”), to acquire Meranus Gesellschaft für Schwimmbad- und Freizeitausrüstungen mbH, Haan and Lauchhammer, and Aquacontrol, Gesellschaft für Meß-, Regel- und Steuerungstechnik zur Wasseraufbereitung mbH, Lauchhammer (all three target companies combined: “Meranus”).

Fluidra is a multinational group listed on the Spanish Stock Exchange. It develops, manufactures and sells products and services for private and commercial swimming pools, including water treatment, via its subsidiaries. Meranus focuses on the wholesale of swimming pool equipment in Germany, meaning that the two companies’ operations overlap in swimming pool equipment wholesale.

Andreas Mundt, President of the Bundeskartellamt: “Although there were some competition concerns, we had to clear the acquisition. We conducted an in-depth examination of both the wholesale market for swimming pool equipment and the market for the manufacturing and selling of robotic pool cleaners for private pools. Fluidra is the world’s number two brand manufacturer of such cleaners after market leader Maytronics. By acquiring Meranus, it gains a wholesaler that has a strong position in Germany, especially with regard to private-label robotic cleaners. Our investigations have shown that the total domestic sales volume on the market in question is below the statutory threshold value referred to as ‘minor market threshold’. German merger provisions do not allow the prohibition of concentrations on markets below this threshold.”

In the present case the Bundeskartellamt conducted an in-depth examination of markets for the manufacturing, selling and wholesale of pool equipment for the first time. In the course of its examination, over 200 official requests for information were sent out to manufacturers, wholesalers and local dealers/pool builders.

While the merger results in an overlap of Fluidra’s and Meranus’s operations on the German wholesale market for swimming pool equipment for private pools, the joint domestic market share of the merger parties remains clearly below the threshold for the assumption of market dominance. Moreover, the wholesale market has a number of – partly specialised – competitors of varying sizes. As a result, the merger ultimately does not raise any competition concerns on this level of the distribution chain.

Regarding the market for the manufacturing and selling of robotic pool cleaners for private pools, the investigations suggested that there could be competition problems. Fluidra is the world’s number two established brand manufacturer of robotic pool cleaners after market leader Maytronics, and Meranus has a strong position in the wholesale of private-label robotic cleaners in Germany. The investigations have provided indications of the existence of a dominant duopoly between market leader Maytronics and Fluidra. It seems likely that the merger will increase their joint market dominance. However, as this only affects a minor market within the meaning of the German Competition Act (GWB), that is a market with a total domestic sales volume of less than 20 million euros, an intervention within the scope of a merger control proceeding is not possible – even if the Bundeskartellamt had reached a final conclusion on the matter.

Seeing that there were no competition concerns regarding the other markets affected, the notified merger ultimately had to be cleared.