Fuente: © European Union
http://europa.eu.int

EU: Mergers: Commission clears proposed acquisition of Huntsman by Hexion, subject to conditions

/noticias.info/ The European Commission has approved under the EU Merger Regulation the proposed acquisition of Huntsman Corporation by Hexion Specialty Chemicals Inc., both US-based chemical manufacturers. The Commission's decision is conditional upon Hexion´s commitment to divest epoxy production and R&D facilities in Germany and in the US. The Commission has concluded that the transaction, as modified by this commitment, would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part.
Hexion, which is owned by the US-based private investment company Apollo Group, produces a range of chemicals and in particular epoxy resins. It manufactures a range of resins that are used primarily in binding, bonding and coating applications, including acrylic, alkyd, amino, epoxy, phenolic and polyester resins.

Huntsman produces a wider range of chemicals, including inter alia epoxy resins. It also produces a diverse range of specialty and intermediate chemicals including polyurethanes, performance products, pigments, epoxy resins and formulated systems, textile dyes and textile chemicals.

The activities of Hexion and Huntsman overlap at all three levels of the epoxy value chain (production of inputs, components and formulated systems) and lead to a number of horizontally and vertically affected markets.

Although the parties would enjoy a high share with respect to the component Bis-F liquid epoxy resins (Bis F-LER), the Commission's market investigation showed that the proposed transaction would not raise horizontal competition concerns. Indeed, the parties would be facing competition from blends containing Bis-F LER and from the substitution of Bis-F LER by other technical alternatives. Furthermore, the market investigation revealed the existence of significant Bis-F LER spare capacity from players already having merchant sales and potential market entry from new players. This is likely to prevent any attempts of the merged entity to increase the price for Bis-F LER. The market investigation concluded for the same reasons that no related concern would arise from the vertical relationships between Bis-F LER and formulated systems for composites used in wind energy applications and electronic applications.

However, the Commission's market investigation showed that the proposed transaction, as initially notified, raised horizontal competition concerns with respect to a number of specialty resins and formulated systems in which the merged entity would hold very high market shares both worldwide and in the EEA.

The Commission also identified vertical concerns for the supply chains (i) from the production of polyetheramines (input) to polyetheramine-based curing agents (component) and further downstream to formulated systems for adhesives and composites used in wind energy applications and composites used in aerospace applications, as well as (ii) for the supply chain from the production of the specialty resins TGMDA and TGPAP to formulated systems used in aerospace applications.

To remove the Commission's concerns, Hexion offered to divest all facilities belonging to its own epoxy resin business at Duisburg (Germany), its facility at Stuttgart (Germany), its facility at Argo (US), its High Performance Resin Unit at Norco (US), as well as R&D assets in Duisburg, Stuttgart and Houston (US), including tangible and intangible assets, such as IPRs, licenses, permits, contracts, brands and personnel. After market testing the proposed remedies, the Commission concluded that they were suitable and viable to address the competition concerns identified in its market investigation and, on this basis, decided to authorise the transaction, as modified by the commitment.

Further information on the case will be available at:

http://ec.europa.eu/comm/competition/mergers/cases/index/m96.html#m_4835
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