191 0029 

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman 

Noah Joshua Phillips 

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

In the Matter of

Docket No. 9384 

RAG-Stiftung, 

a public-private foundation; 

Evonik Industries AG, 

a public company; 

Evonik Corporation, 

a public company; 

Evonik International Holding B.V., 

a public company; 

One Equity Partners Secondary Fund 

L.P., 

a private company; 

One Equity Partners V, L.P.

a private company; 

Lexington Capital Partners VII (AIV 

I), L.P., 

a private company; 

PeroxyChem Holding Company LLC, 

a private company; 

PeroxyChem Holdings, L.P., 

a private company; 

PeroxyChem Holdings LLC, 

a private company; 

PeroxyChem LLC, 

a private company; 
2 

and

PeroxyChem Cooperatief U.A., 

a private company.

COMPLAINT

Pursuant to the provisions of the Federal Trade Commission Act (“FTC Act”), and by the 

virtue of the authority vested in it by the FTC Act, the Federal Trade Commission 

(“Commission”), having reason to believe that Respondents RAG-Stiftung, Evonik Industries 

AG, Evonik Corporation, and Evonik International Holding B.V., (collectively, “Evonik”), One 

Equity Partners Secondary Fund, L.P. and One Equity Partners V, L.P., (collectively, “One 

Equity Partners”), Lexington Capital Partners VII (AIV I), L.P., and PeroxyChem Holding 

Company LLC, PeroxyChem Holdings, L.P., PeroxyChem Holdings LLC, PeroxyChem LLC, 

and PeroxyChem Cooperatief U.A., (collectively, “PeroxyChem”) have executed an acquisition 

agreement (the “Acquisition”) in violation of Section 5 of the FTC Act, as amended, 15 U.S.C. 

§ 45, which if consummated would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 

§ 18, and Section 5 of the FTC Act, and it appearing to the Commission that a proceeding by it in 

respect thereof would be in the public interest, hereby issues its complaint pursuant to 

Section 5(b) of the FTC Act, 15 U.S.C. § 45(b), and Section 11(b) of the Clayton Act, 15 U.S.C. 

§ 21(b), stating its charges as follows:

I. NATURE OF THE CASE

1. Respondents Evonik and PeroxyChem are two of only five hydrogen peroxide 

producers in North America. Hydrogen peroxide is a commodity chemical used for oxidation, 

sterilization, and bleaching, and for most end uses there are no effective substitutes. Hydrogen 

peroxide producers sell to customers in various industries, including pulp and paper, food 

packaging, agriculture, chemical synthesis, mining and gas, and personal care. The pulp and 

paper industry uses most of the hydrogen peroxide produced in North America, primarily for 

bleaching pulp and deinking recycled paper. This case does not concern electronics-grade 

hydrogen peroxide, which requires additional manufacturing steps and is not a substitute for 

other forms hydrogen peroxide. 

2. Respondents compete vigorously for customers, especially in regional markets in

the Pacific Northwest and the Southern and Central United States. In the Pacific Northwest, the 

Acquisition would combine two of only three significant hydrogen peroxide producers in the 

region. In the Southern and Central United States, the Acquisition would combine the two largest 

hydrogen peroxide producers by nameplate production capacity, and two of the three largest 

hydrogen peroxide suppliers by sales. The Acquisition would create a firm with a dominant share 

and significantly increase market concentration in each regional market.

3. Post-Acquisition, Evonik would control more than half of the market, based on 

capacity and sales, for the production and sale of hydrogen peroxide in the Pacific Northwest, 

where Solvay would be the only other hydrogen peroxide producer with a meaningful presence. 
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In the Southern and Central United States, post-Acquisition, Evonik would control nearly half of 

the market, based on capacity and sales, for the production and sale of hydrogen peroxide, with 

only Solvay, Arkema, and Nouryon remaining. 

4. Under the 2010 U.S. Department of Justice and Federal Trade Commission 

Horizontal Merger Guidelines (“Merger Guidelines”), a post-acquisition market-concentration 

level above 2,500 points, as measured by the Herfindahl-Hirschman Index (“HHI”), and an 

increase in market concentration of more than 200 points renders an acquisition presumptively 

unlawful. Based on both capacity and sales, in both the Pacific Northwest and the Southern and 

Central United States, the Acquisition would significantly increase concentration in already 

concentrated markets, well beyond the thresholds set forth in the Merger Guidelines. Thus, under 

the Merger Guidelines, the Acquisition is presumptively unlawful in both the Pacific Northwest 

and the Southern and Central United States. 

5. The Acquisition would substantially lessen competition for the production and 

sale of hydrogen peroxide in at least two ways. First, the Acquisition will increase the likelihood 

of coordination in a market already vulnerable to coordination, functioning as an oligopoly, and 

with a long history of price-fixing, including guilty pleas, litigation, and substantial fines and 

settlements. The hydrogen peroxide industry is already characterized by significant market 

transparency, strong interdependence among a few major competitors, low demand elasticity, 

and high entry barriers. Several hydrogen peroxide suppliers previously admitted to illegally 

fixing prices at a time when there were six major suppliers in North America. After the 

Acquisition, there will be only two suppliers remaining in the Pacific Northwest and four 

suppliers remaining in the Southern and Central United States. In each of the two relevant 

geographic markets, the Acquisition removes one of only a few competitors, thereby 

strengthening and reinforcing the existing oligopolistic market dynamics and making 

coordination amongst the few remaining suppliers easier. The Acquisition will thus increase the 

likelihood of coordinated effects in both the Pacific Northwest and the Southern and Central 

United States. 

6. Second, the Acquisition would eliminate significant head-to-head competition 

between Evonik and PeroxyChem in the Pacific Northwest and the Southern and Central United 

States. In both regional markets, customers benefit from head-to-head competition amongst a 

small handful of hydrogen peroxide suppliers, including the merging parties. The Acquisition 

would substantially reduce that competition. Direct competition between Evonik and 

PeroxyChem has repeatedly resulted in lower prices for customers. If consummated, the 

Acquisition threatens significant harm to hydrogen peroxide customers in both the Pacific 

Northwest and the Southern and Central United States by eliminating this direct competition. 

7. New entry or expansion by existing hydrogen peroxide producers would not be 

timely, likely, or sufficient to counteract the anticompetitive effects of the Acquisition. There are 

significant barriers to entry for potential producers of hydrogen peroxide. These include the need 

for substantial capital investment and the likelihood that it would take multiple years to build a 

new hydrogen peroxide production plant. These barriers make entry or expansion difficult, and 

incapable of constraining the merged entity. Expansion or repositioning by the remaining firms 

sufficient to offset the Acquisition’s anticompetitive effects is also unlikely. Nor are increases in 
4 

hydrogen peroxide imports or repositioning by other chemical producers likely to offset the 

anticompetitive effects of the Acquisition.

8. Respondents cannot show cognizable, merger-specific efficiencies that would 

offset the likely and substantial competitive harm resulting from the Acquisition.

II. JURISDICTION

9. Respondents are, and at all relevant times have been, engaged in commerce or in 

activities affecting “commerce” as defined in Section 4 of the FTC Act, 15 U.S.C. § 44, and 

Section 1 of the Clayton Act, 15 U.S.C. § 12. 

10. The Acquisition constitutes an acquisition subject to Section 7 of the Clayton Act, 

15 U.S.C. § 18. 

III. RESPONDENTS

11. Respondent RAG-Stiftung owns Respondent Evonik Industries AG, a large 

chemicals manufacturer, headquartered in Essen, North Rhine-Westphalia, Germany. 

Respondent Evonik Corporation is a wholly owned subsidiary of Evonik Industries AG, and is 

based in New Jersey. Respondent Evonik International Holding B.V. is a wholly owned 

subsidiary of Evonik Industries AG, and is based in the Netherlands. In 2006, RAG-Stiftung 

acquired Degussa, a long-time hydrogen peroxide producer, and ultimately renamed the 

company Evonik. Evonik had worldwide revenue of €14.4 billion in 2017. Evonik has three 

North American hydrogen peroxide production plants located in Mobile, Alabama; Gibbons, 

Alberta; and Maitland, Ontario. 

12. Respondent One Equity Partners Secondary Fund, L.P. holds all of the limited 

partnership interests of Respondent One Equity Partners V, L.P. Respondent Lexington Capital 

Partners VIII (AIV I), L.P. indirectly holds a majority of the limited partnership interests in One 

Equity Partners Secondary Fund, L.P. One Equity Partners is the private investment arm of J.P. 

Morgan Chase & Co., which owns Respondent PeroxyChem Holding Company LLC, a leading 

global manufacturer of several chemicals, including hydrogen peroxide, based in Philadelphia, 

Pennsylvania. PeroxyChem Holding Company LLC owns Respondent PeroxyChem Holdings 

LLC, Respondent PeroxyChem Holdings, L.P., Respondent PeroxyChem LLC, and Respondent 

PeroxyChem Cooperatief. One Equity Partners acquired FMC Global Peroxygens, a long-time 

hydrogen peroxide producer, in 2014, renaming the business PeroxyChem. PeroxyChem has two 

hydrogen peroxide production plants in North America, in Bayport, Texas and Prince George, 

British Columbia. PeroxyChem also recently opened a plant in Saratoga Springs, New York. 

That plant purifies hydrogen peroxide produced at PeroxyChem’s Bayport facility to create 

electronics-grade hydrogen peroxide. 
5 

IV. THE ACQUISITION

13. Pursuant to an Agreement and Plan of Merger dated November 7, 2018, Evonik 

proposes to acquire 100% of the voting securities of PeroxyChem for approximately $625 

million in cash. 

V. RELEVANT MARKETS 

14. The production and sale of hydrogen peroxide to customers in (1) the Pacific 

Northwest and (2) the Southern and Central United States constitute relevant antitrust markets.

A. Relevant Product Market

15. The relevant product market in which to assess the effects of the Acquisition is 

hydrogen peroxide. Hydrogen peroxide is an oxidizing agent with diverse uses such as bleaching 

pulp, chemical synthesis, and sterilizing food packaging. The primary use of hydrogen peroxide 

produced in North America is for bleaching in the pulp and paper industry. 

16. The relevant product market at issue in this case does not include electronicsgrade hydrogen peroxide. Electronics-grade hydrogen peroxide is used by semiconductor 

manufacturers as a cleaning and etching agent to remove contaminants from semiconductor 

wafers that go into cell phones, computers, and other advanced electronic devices. Electronicsgrade hydrogen peroxide requires additional purification capabilities that vary by hydrogen 

peroxide producer, and not all hydrogen peroxide producers are capable of producing 

electronics-grade hydrogen peroxide. Hydrogen peroxide is not a substitute for electronics-grade 

hydrogen peroxide. 

17. Hydrogen peroxide is a commodity chemical. The primary raw materials in 

manufacturing hydrogen peroxide are natural gas and hydrogen. The hydrogen peroxide 

production process in North America is comprised of three steps: 1) hydrogenation, 2) oxidation, 

and 3) extraction. This process results in crude hydrogen peroxide, which is then diluted, filtered, 

and stabilized depending on customer end-use. 

18. There are no reasonably interchangeable substitutes for hydrogen peroxide, and 

customers could not realistically switch to other chemicals in the face of a small but significant 

non-transitory increase in price. For pulp and paper customers, who purchase the majority of 

hydrogen peroxide in North America, mills are set up to use specific chemicals in the bleaching 

process. These customers could not switch to a different bleaching chemical without purchasing 

new equipment and re-formulating the bleaching process, which would be costly and could take 

several years to implement. Similarly, there are no effective substitutes for hydrogen peroxide 

for other end-use applications. 

B. Relevant Geographic Markets 

19. Respondents compete in regional markets for the production and sale of hydrogen 

peroxide to customers. Accordingly, it is appropriate to analyze the competitive effects of the 
6 

Acquisition in certain regional markets in which Respondents compete. There is also likely to be 

harm to customers that are outside of these geographic markets.

20. The relevant regional geographic markets in which to assess the Acquisition’s 

effects are: (1) the Pacific Northwest and (2) the Southern and Central United States. 

21. Hydrogen peroxide is delivered to customers predominantly by rail or truck. 

There are high transportation costs associated with delivering hydrogen peroxide, particularly 

relative to the value of the product itself. As a result, hydrogen peroxide producers deliver from 

plants that are relatively nearer to customers because – when all else is equal – it is more costeffective to deliver at shorter distances. While hydrogen peroxide producers use terminals to 

deliver further distances, this usage increases the cost of delivery. 

22. Respondents, like the other major North American hydrogen peroxide producers, 

analyze the industry by geographic regions, routinely treating the Pacific Northwest and the 

Southern and Central United States as separate regions.

23. Evonik and PeroxyChem individually negotiate prices with customers and price 

differently based on customers’ locations. When hydrogen peroxide producers negotiate with a 

multiregional customer, the customer’s prices typically vary by region.

24. Customers within one of the relevant regional geographic markets are unlikely to 

purchase hydrogen peroxide outside of that market and transport it themselves, given the cost of 

delivery and the importance of proximity. Further, customers could not defeat a price increase by 

purchasing indirectly from or through other customers (i.e., arbitrage).

25. Competitive conditions for the production and sale of hydrogen peroxide differ by 

region. Evonik and PeroxyChem each compete to serve customers in the Pacific Northwest and 

the Southern and Central United States, where clusters of hydrogen peroxide customers are 

located. Additionally, Evonik and PeroxyChem each have plants in the Pacific Northwest and the 

Southern and Central United States. 

26. The Pacific Northwest consists of approximately Washington, Oregon, Montana, 

Idaho, and Wyoming in the United States, along with British Columbia, Alberta, Manitoba, and 

Saskatchewan in Canada.

27. The Southern and Central United States consists of approximately Alabama, 

Arkansas, Arizona, California, Colorado, the District of Columbia, Delaware, Florida, Georgia, 

Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Missouri, 

Mississippi, North Carolina, North Dakota, Nebraska, New Mexico, Nevada, Ohio, Oklahoma, 

South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Wisconsin, and West Virginia.
7 

VI. MARKET CONCENTRATION AND THE ACQUISITION’S 

PRESUMPTIVE ILLEGALITY

28. Post-Acquisition, the combined entity would have a dominant share of sales to 

customers in both the Pacific Northwest and the Southern and Central United States, and the 

Acquisition would greatly increase concentration in these already concentrated markets. 

29. Other than Evonik and PeroxyChem, only one other hydrogen peroxide producer 

has significant sales in the Pacific Northwest: Solvay. Following the Acquisition, the merged 

entity will be the largest hydrogen peroxide producer in the Pacific Northwest, with more than 

half of the production capacity and sales in the region. 

30. In the Southern and Central United States, Evonik and PeroxyChem compete with 

Solvay, Arkema, and Nouryon. By nameplate production capacity, Evonik and PeroxyChem are 

the two largest hydrogen peroxide producers, and are two of the top three suppliers of hydrogen 

peroxide by sales. Following the Acquisition, the merged entity will be the largest hydrogen 

peroxide producer in the area, with nearly half of the production capacity and sales in the region. 

31. The Merger Guidelines and courts often measure concentration using HHIs. HHIs 

are calculated by totaling the squares of the market shares of every firm in the relevant market 

pre- and post-Acquisition. Under the Merger Guidelines, an acquistion is presumed likely to 

create or enhance market power – and is presumptively illegal – when the post-acquisition HHI 

exceeds 2,500 and the acquisition increases the HHI by more than 200 points. 

32. The market for hydrogen peroxide in each relevant regional market is already 

concentrated. Post-Acquisition, each regional market would be substantially more concentrated 

than it is today.

33. In the Pacific Northwest, post-Acquisition Evonik would control more than half 

of the production capacity and sales in the relevant market. Post-Acquisition, the HHI in the 

relevant market far exceeds the 2,500 points that demonstrate that a market is highly 

concentrated. Moreover, the Acquisition would increase HHIs in an already highly concentrated 

market by significantly more points than required for a presumption that the Acquisition is likely 

to enhance market power.

34. In the Southern and Central United States, post-Acquisition Evonik would control 

nearly half of the production capacity and sales in the market. Post-Acquisition, the HHI in the 

relevant market would exceed the 2,500 points that demonstrate that a market is highly 

concentrated. Moreover, the Acquisition would increase HHIs in an already concentrated market 

by significantly more points than required for a presumption that the Acquisition is likely to 

enhance market power.

35. Thus, in both relevant markets, the Acquisition would result in concentration well 

above the amount necessary to establish a presumption of competitive harm. 

36. Therefore, the Acquisition is presumptively unlawful. 
8 

VII. ANTICOMPETITIVE EFFECTS 

A. The Acquisition Would Increase the Likelihood of Anticompetitive Coordination

37. The markets for the production and sale of hydrogen peroxide to customers 

already demonstrate numerous characteristics that make them vulnerable to coordinated conduct. 

These characteristics include a commodity product; a highly concentrated market structure with a 

limited number of competitors; significant transparency regarding the competitive and strategic 

decisions of rival firms; customers with long-term, stable supplier relationships allowing for easy 

detection of deviations from past practices; low elasticity of demand; and a history of strong 

interdependent behavior. 

38. Given these characteristics, it is not surprising that the industry has a history of 

price fixing, including guilty pleas, private litigation, and substantial fines and settlements. 

Evonik’s predecessor, Degussa, entered into an antitrust leniency agreement with the U.S. 

Department of Justice for its cooperation with a criminal antitrust investigation into illegal price 

fixing involving hydrogen peroxide. As part of the same criminal price-fixing case, Solvay and 

AkzoNobel (now Nouryon) entered plea agreements which summarized the facts underlying the 

anticompetitive behavior among the hydrogen peroxide producers: 

[Solvay] . . . participated in a conspiracy among major hydrogen peroxide producers, the 

primary purpose of which was to suppress and eliminate competition by fixing the price 

of hydrogen peroxide sold in the United States and elsewhere. In furtherance of the 

conspiracy, the defendant, through certain of its former officers, directors, and 

employees, engaged in discussions and attended meetings with representatives of other 

major hydrogen peroxide producers. During these discussions and meetings, agreements 

were reached to fix the price of hydrogen peroxide sold in the United States and 

elsewhere.

39. The major North American hydrogen peroxide producers have considerable 

visibility into their competitors’ business. Competitors track a wealth of information about each 

other—including plant-by-plant production capacities, production and inventory levels, costs, 

and customer locations served—by monitoring public statements and gathering competitive 

information from customers, distributors and others throughout the industry. 

40. North American hydrogen peroxide producers also have significant awareness of 

their competitors’ pricing. The major costs to produce hydrogen peroxide are natural gas and 

electricity, which allows hydrogen peroxide producers to estimate production costs at competitor 

plants. Further, when responding to competitive bids, hydrogen peroxide producers factor in 

transportation costs from their competitors’ hydrogen peroxide production plants. Hydrogen 

peroxide producers also learn about competitor pricing during the competitive bid process for 

customers, whether formal or informal.

41. Having competed against each other in an oligopolistic market environment for 

many years, the major North American hydrogen peroxide producers recognize their mutual 

interdependence and aligned incentives. For years, hydrogen peroxide producers have engaged in 

parallel pricing behavior and other types of parallel accommodating conduct, including 
9 

refraining from competing aggressively to win new business for fear of provoking a competitive 

response from a rival. By eliminating a key competitor, the Acquisition may exacerbate the 

anticompetitive effects of this interdependence. 

42. Allowing Evonik to acquire PeroxyChem will increase the likelihood of 

anticompetitive coordination by eliminating a large, independent competitor. In the Pacific 

Northwest, the Acquisition creates a duopoly, leaving Evonik and Solvay as the only hydrogen 

peroxide producers remaining in the region. In the Southern and Central United States, the 

Acquisition establishes a firm controlling nearly half of the production capacity and sales in the 

region. Previous industry conduct demonstrates that hydrogen peroxide producers were 

successfully able to fix prices with six firms competing in North America. The Acquisition 

would reduce the number of remaining firms to two in the Pacific Northwest and four in the 

Southern and Central United States, making coordination among the remaining firms both easier 

and more likely to increase. 

B. The Acquisition Would Eliminate Vital Head-to-Head Competition 

Between Evonik and PeroxyChem

43. The Acquisition would eliminate significant direct, head-to-head competition 

between Respondents. Customers benefit substantially from the competition between Evonik and 

PeroxyChem in the form of lower prices. The Acquisition would substantially reduce that 

competition.

44. Evonik and PeroxyChem compete for customers in both the Pacific Northwest 

and the Southern and Central United States, to the direct benefit of customers. Evonik and 

PeroxyChem track rival firms’ price movements and respond to competition by offering better 

prices. This competition enables customers to pit hydrogen peroxide producers against each 

other in negotiations to obtain lower prices and increased discounts. Customers benefit from 

having more hydrogen peroxide producers in the region from which to obtain competitive 

pricing. 

45. Post-Acquisition, Evonik would face less meaningful competition in both regional 

markets than it does today. Evonik would not need to compete as aggressively on price to win or 

retain the business of many customers. Other hydrogen peroxide producers will be unable to 

make up for the competition lost as a result of the Acquisition. 

46. The only remaining hydrogen peroxide producer with a significant presence in the 

Pacific Northwest is Solvay. Customers in the Pacific Northwest are often unwilling to use 

hydrogen peroxide producers with plants outside the Pacific Northwest—Arkema and 

Nouryon—due to their distance from customer locations, which results in higher delivered prices 

and an increased risk of supply issues. Further, Arkema and Nouryon generally do not bid on 

customers’ business in the Pacific Northwest. 

47. The only remaining hydrogen peroxide producers in the Southern and Central

United States are Solvay, Arkema, and Nouryon. However, post-Acquisition, Evonik would 

control nearly half of the production capacity and sales in the region. Solvay, Arkema, and 
10 

Nouryon do not have sufficient capacity to mitigate the anticompetitive effects of the Acquisition

in the Southern and Central United States. Further, for certain customers, some of these suppliers 

are not viable options due to smaller production capacities. 

VIII. LACK OF COUNTERVAILING FACTORS

A. Barriers to Entry and Expansion 

48. Respondents cannot demonstrate that new entry or expansion by existing firms 

would be timely, likely, or sufficient to offset the anticompetitive effects of the Acquisition.

49. The hydrogen peroxide market is characterized by substantial barriers to entry. 

Building a new hydrogen peroxide plant would take multiple years and a large capital 

investment. Thus, sufficiently timely entry is unlikely to occur in response to the Acquisition’s 

anticompetitive effects in the Pacific Northwest or the Southern and Central United States to 

prevent significant anticompetitive harm.

50. Expansion or repositioning by the remaining firms that would defeat 

anticompetitive effects in the hydrogen peroxide markets in the Pacific Northwest or the 

Southern and Central United States is also unlikely. While Solvay expanded production of 

hydrogen peroxide at its Longview, Washington plant in 2016, there has been no other 

substantial increase in hydrogen peroxide capacity in the last decade. Further, any expansion 

would require a large capital investment. Thus, expansion would not be timely, likely, or 

sufficient in the Pacific Northwest or the Southern and Central United States to counteract the 

anticompetitive effects of the Acquisition.

51. Other industrial chemical producers are unlikely to reposition. The same barriers 

to entry and expansion by existing hydrogen peroxide producers hold true for industrial chemical 

manufacturers.

52. There are no significant imports of hydrogen peroxide into North America, and 

North American hydrogen peroxide producers do not view imports as a competitive threat. 

Further, customers do not view imports as a viable option for hydrogen peroxide due to supply 

chain challenges and transportation costs. 

B. Efficiencies

53. Respondents cannot demonstrate cognizable merger-specific efficiencies that 

would be sufficient to rebut the strong presumption and evidence of the Acquisition’s likely 

significant anticompetitive effects in the relevant markets. 

IX. VIOLATION

Count I – Illegal Agreement

54. The allegations of Paragraphs 1 through 53 above are incorporated by reference as 

though fully set forth herein. 
11 

55. The Acquisition Agreement constitutes an unfair method of competition in 

violation of Section 5 of the FTC Act, as amended, 15 U.S.C. § 45. 

Count II—Illegal Acquisition

56. The allegations of Paragraphs 1 through 53 above are incorporated by reference as 

though fully set forth herein. 

57. The Acquisition, if consummated, may substantially lessen competition in the 

relevant market in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and is 

an unfair method of competition in violation of Section 5 of the FTC Act, as amended, 15 U.S.C. 

§ 45. 
12 

NOTICE

Notice is hereby given to the Respondents that the 22nd day of January, 2020, at 10:00 

a.m., is hereby fixed as the time, and the Federal Trade Commission offices at 600 Pennsylvania 

Avenue, N.W., Room 532, Washington, D.C. 20580, as the place, when and where an 

evidentiary hearing will be had before an Administrative Law Judge of the Federal Trade 

Commission, on the charges set forth in this complaint, at which time and place you will have 

the right under the Federal Trade Commission Act and the Clayton Act to appear and show cause 

why an order should not be entered requiring you to cease and desist from the violations of law 

charged in the complaint. 

You are notified that the opportunity is afforded you to file with the Commission an 

answer to this complaint on or before the fourteenth (14th) day after service of it upon you. An 

answer in which the allegations of the complaint are contested shall contain a concise statement 

of the facts constituting each ground of defense; and specific admission, denial, or explanation of 

each fact alleged in the complaint or, if you are without knowledge thereof, a statement to that 

effect. Allegations of the complaint not thus answered shall be deemed to have been admitted. If 

you elect not to contest the allegations of fact set forth in the complaint, the answer shall consist 

of a statement that you admit all of the material facts to be true. Such an answer shall constitute a 

waiver of hearings as to the facts alleged in the complaint and, together with the complaint, will 

provide a record basis on which the Commission shall issue a final decision containing 

appropriate findings and conclusions and a final order disposing of the proceeding. In such 

answer, you may, however, reserve the right to submit proposed findings and conclusions under 

Rule 3.46 of the Commission’s Rules of Practice for Adjudicative Proceedings. 

Failure to file an answer within the time above provided shall be deemed to constitute a 

waiver of your right to appear and to contest the allegations of the complaint and shall authorize 

the Commission, without further notice to you, to find the facts to be as alleged in the complaint 

and to enter a final decision containing appropriate findings and conclusions, and a final order 

disposing of the proceeding. 

The Administrative Law Judge shall hold a prehearing scheduling conference not later 

than ten (10) days after the Respondents file their answers. Unless otherwise directed by the 

Administrative Law Judge, the scheduling conference and further proceedings will take place at 

the Federal Trade Commission, 600 Pennsylvania Avenue, N.W., Room 532, Washington, D.C. 

20580. Rule 3.21(a) requires a meeting of the parties’ counsel as early as practicable before the 

pre-hearing scheduling conference (but in any event no later than five (5) days after the 

Respondents file their answers). Rule 3.31(b) obligates counsel for each party, within five 

(5) days of receiving the Respondents’ answers, to make certain initial disclosures without 

awaiting a discovery request.

NOTICE OF CONTEMPLATED RELIEF

Should the Commission conclude from the record developed in any adjudicative 

proceedings in this matter that the Acquisition challenged in this proceeding violates Section 5 of 

the Federal Trade Commission Act, as amended, and/or Section 7 of the Clayton Act, as 
13 

amended, the Commission may order such relief against Respondents as is supported by the 

record and is necessary and appropriate, including, but not limited to: 

1. If the Acquisition is consummated, divestiture or reconstitution of all associated 

and necessary assets, in a manner that restores two or more distinct and separate, 

viable and independent businesses in the relevant markets, with the ability to offer 

such products and services as Evonik and PeroxyChem were offering and 

planning to offer prior to the Acquisition. 

2. A prohibition against any transaction between Evonik and PeroxyChem that 

combines their businesses in the relevant markets, except as may be approved by 

the Commission.

3. A requirement that, for a period of time, Evonik and PeroxyChem provide prior 

notice to the Commission of acquisitions, mergers, consolidations, or any other 

combinations of their businesses in the relevant markets with any other company 

operating in the relevant markets.

4. A requirement to file periodic compliance reports with the Commission. 

5. Any other relief appropriate to correct or remedy the anticompetitive effects of the 

transaction or to restore PeroxyChem as a viable, independent competitor in the 

relevant market.

IN WITNESS WHEREOF, the Federal Trade Commission has caused this complaint to be 

signed by its Secretary and its official seal to be hereto affixed, at Washington, D.C., this second 

day of August, 2019. 

By the Commission, Chairman Simons recused. 

April J. Tabor 

Acting Secretary

SEAL: