Commission approves Holcim's acquisition of Xella, subject to conditions

The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Xella international S.A. ('Xella') by Holcim Ltd ('Holcim'). The approval is conditional upon full compliance with the commitment offered by Holcim, which entails the full divestment of Holcim's AAC blocks plant in Adjud, Romania.

Holcim and Xella are both active in the construction sector in several countries in the European Economic Area ('EEA'). Holcim is mostly active as a supplier of cement, aggregates and ready-mix concrete, as well as building materials, while Xella is a supplier of building materials.

The Commission's investigation

The Commission had concerns that the transaction, as initially notified, would significantly reduce competition in the market for the supply of autoclaved aerated concrete ('AAC') blocks, a specific type of building material designed to provide energy-efficient and sustainable solutions for construction projects.

In particular, the Commission's investigation found that Holcim and Xella are leading suppliers of AAC blocks in Romania, with a strong market presence and well-established brands.

The proposed remedies

To address the Commission's preliminary competition concerns, Holcim offered to divest Holcim's AAC blocks plant in Adjud (Romania).

This commitment fully addresses the competition concerns identified by the Commission by removing the horizontal overlap between the parties' AAC blocks businesses in Romania.

Following the positive feedback received in the context of the market test, the Commission concluded that the transaction, as modified by the commitment, would no longer raise competition concerns.

The decision is conditional upon full compliance with the commitment. Under the supervision of the Commission, an independent trustee will monitor its implementation.

The Commission will assess the suitability of buyers proposed by Holcim in the context of a separate buyer approval procedure.

Companies and products

Holcim Ltd, headquartered in Switzerland, is a global supplier of cement, aggregates, ready-mix concrete, building materials, insulation products and mortars.

Xella international S.A., headquartered in Germany, is a building material manufacturer, active, mostly in the EEA, in the supply of masonry materials, insulation products, mortars and lime.

Merger control rules and procedure

The transaction was notified to the Commission on 20 April 2026.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

For more information

More information will be available on the Commission's competition website, in the public case register under the case number M.12201.