Case M.8261 - LANXESS / CHEMTURA
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EUROPEAN COMMISSION DG Competition Case M.8261 - LANXESS / CHEMTURA Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 31/03/2017 In electronic form on the EUR-Lex website under document number 32017M8261 EUROPEAN COMMISSION Brussels, 31.3.2017 C(2017) 2232 final In the published version of this decision, some information has been omitted pursuant to Article PUBLIC VERSION 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 Where possible the information omitted has been replaced by ranges of figures or a general description. To the notifying party: Subject: Case M.8261 – LANXESS / CHEMTURA Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/20041 and Article 57 of the Agreement on the European Economic Area2 Dear Sir or Madam, (1) On 24 February 2017 the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/20043 by which Lanxess AG ("Lanxess" or the "Notifying Party") acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Chemtura Corporation ("Chemtura", and together with Lanxess, the "Parties") by way of purchase of shares. 1. THE PARTIES AND THE OPERATION (2) Lanxess is a German corporation listed on the Frankfurt Stock Exchange and based in Cologne, Germany. The core business of Lanxess is the development, manufacturing and marketing of chemical components, specialty chemicals and plastics. 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 OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation"). Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË Tel: +32 229-91111. Fax: +32 229-64301. E-mail: [email protected]. (3) Chemtura is a public company listed on the New York Stock Exchange and Euronext Paris. Chemtura is a global developer, manufacturer, and marketer of engineered industrial specialty chemicals. (4) On 25 September 2016, Lanxess (through its wholly owned subsidiaries Lanxess Deutschland GmbH and Lanxess Additives Inc.) and Chemtura entered into an agreement and plan of merger whereby Lanxess Additives Inc. will be merged with, and into Chemtura. As a result of this, Chemtura will become a fully-owned subsidiary of Lanxess GmbH (the "Proposed Transaction"). (5) Following completion of the Proposed Transaction, Chemtura will be solely controlled by Lanxess. The Proposed Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of the Merger Regulation. 2. EU DIMENSION (6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million4 (EUR 8 043 million; for Lanxess: 6 473 million, for Chemtura: 1 570 million). Each of them has an EU-wide turnover in excess of EUR 250 million (for Lanxess: EUR […], for Chemtura: EUR […]), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. The Proposed Transaction therefore has an EU dimension pursuant to Article 1(2) of the Merger Regulation. 3. MARKET DEFINITION (7) The Parties have horizontal overlaps with regard to: (i) lubricant additives; and (ii) flame retardants. There are also a number of vertical relationships, including: (i) lubricant additives; (ii) flame retardants; and (iii) trimethylolpropane. 3.1. Product market definition 3.1.1. Lubricant additives and finished lubricants (8) Lubricants are made from a combination of base oils and additives which are blended together to form finished lubricants. Lubricant additives are chemicals added to base oils that help the oil perform a specific lubricating function and are sold either in lubricant packages or as individual components. (9) In previous cases regarding lubricant additives, the Commission has distinguished between: (i) viscosity index improvers ("VI Improvers"); and (ii) detergent inhibitors ("DIs"), which are sold either as individual DI components or as DI packages containing a blend of different DI components.5 (10) The Commission found that even though there is a certain degree of substitutability between VI improvers and DI packages in the production of oil lubricants, VI improvers and DI packages are both essential components of an oil lubricant, and 4 Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1). 5 Case No. IV/M.1137, Exxon / Shell, paragraph 13. A DI package will typically include approximately 6 individual additive components, the most important being detergents, dispersants, corrosion inhibitors and antioxidants. 2 are not interchangeable.6 The Commission has also considered first, whether all DI packages constitute one product market and second, if there are separate product markets for the individual additive components.7 (11) The Notifying Party submits that there are various different detergent inhibitor package components including: (i) detergents; (ii) dispersants; (iii) corrosion inhibitors; (iv) antioxidants; (v) anti-wear agents; (vi) extreme pressure agents; and (vii) friction modifiers.8 The products for which the Parties overlap are considered below. (12) Detergents: The Commission has previously considered that there could be a separate segment for detergents, as compared to dispersants, but left the product market definition open.9 The Commission has suggested a possible sub- segmentation of detergents based on the chemical group: (i) sulphonates; (ii) phenates; and (iii) salicylates; it however finally left open the product market definition. The Notifying Party considers that it is not necessary to sub-divide the market further.10 (13) Corrosion inhibitors: The Commission has in the past considered corrosion inhibitors in relation to chemicals for certain applications, such as water treatment or coolants/antifreeze,11 but it ultimately left the product market definition open. The Notifying Party submits that there is no need to sub-divide the market further as all corrosion inhibitors used in fuel and lubricant applications perform the same function.12 (14) Antioxidants: The Commission has previously considered the market for polymer additives (which the Notifying Party considers to be comparable to the lubricant additive market), where it noted that there could be separate markets for: (i) primary antioxidants; and (ii) secondary antioxidants.13 The Notifying Party notes that there are two types of primary antioxidants according to chemical group: (i) amines; and (ii) phenolics.14 (15) Anti-wear agents: The Commission has previously considered the market for anti- wear agents for lubricant additives and found that it was not necessary to sub- divide the market further.15 The Notifying Party also does not consider it necessary to sub-divide the market further, because anti-wear agents perform their function in the same way.16 (16) Extreme pressure agents: The Commission has not previously considered the market for extreme pressure agents. The Notifying Party considers that there are 6 Case No. IV/M.1383 - Exxon/Mobil, Commission Decision of 29 September 1999, paragraph 11 and 286. Case No. COMP/M.7691 – Apollo/OMG, Commission decision of 24 September 2015 paragraphs 30–32. 7 Case No IV/M.1137 - Exxon/Shell, Commission decision of 8 July 1998, paragraph 13. 8 Form CO, paragraph 55. 9 Case No IV/M.1137 - Exxon/Shell, Commission decision of 8 July 1998, paragraph 13. 10 Form CO, paragraphs 71-75. In addition to those previously identified by the Commission, the Notifying Party also identifies a fourth chemical group of detergent inhibitors: Carboxylates. 11 Case No IV/M.1135 – Elf/Texaco/Antifreeze JV, Commission decision of 18 August 1998, paragraphs 11–12; Case COMP/M.5327 – Ashland/Hercules, Commission decision of 6 October 2008, paragraphs 38–40; Case No COMP/M.6388 – Ecolab/Nalco Holding Company, Commission decision of 8 November 2011, paragraphs 11–13. 12 Form CO, paragraphs 76-79. 13 Case COMP/M.3805 – Crompton/Great Lakes, Commission decision of 15 June 2015, paragraph 9. 14 Form CO, paragraph 80. 15 Case COMP/M.5355 – BASF/Ciba, Commission decision of 12 March 2009, paragraphs 368–369. 16 Form CO, paragraph 85. 3 separate product markets for: (i) active extreme pressure agents, which includes: (a) sulphur based; (b) chlorine based; and (c) phosphorus based; and (ii) passive extreme pressure agents, which includes overbased calcium and sodium; but considers that it is not necessary to reach a conclusion on market definition as the Parties are active with regard to different products.17 (17) Friction modifiers: The Commission has not previously considered the market for friction modifiers. The Notifying Party considers that friction modifiers, extreme pressure agents and anti-wear agents have similar functions of reducing friction and wear in areas of high load.18 (18) Horizontally and vertically affected markets arise in relation to antioxidants and the sub-segment of aminic antioxidants which are therefore considered below in the competitive assessment. (19) For the purpose of the present decision, the exact product market definitions for lubricant additives can be left open, since the Proposed Transaction does not raise serious doubts as to its compatibility with the internal market regardless of whether the market is considered to be all lubricant additives, broken down between VI Improvers and DIs or any individual DI package components. 3.1.2. Chemical intermediates for the production of lubricant additives (20) There are multiple chemical intermediates used in the production of lubricant additives.