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: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels,  4.6.2019  
C(2019)  4255 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9239 – Evonik / PeroxyChem  
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 April 2019, the European Commission received notification of a 
concentration pursuant to Article 4 of the Merger Regulation which would result 
from a proposed transaction by which Evonik Industries AG (“Evonik”, 
Germany), controlled by RAG St iftung (Germany), intends to acquire sole 
control, within the meaning of Article 3(1)(b) of that  regulation , over 
PeroxyChem Holdings L.P. (“PeroxyChem”, US), by way of a purchase of equity 
interests  (the “ Transaction ”).3 
(2) In this Decision , Evonik is also r eferred to as “the Notifying Party” . Evonik and 
PeroxyChem are collectively referred to as  “the  Parties ”. The undertaking that 
would result from the T ransaction is referred to as  “the Merged Entity”.  
                                                 
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  Publication in the Official Journal of the European Union No C 154, 06/05/2019, p. 5. 
In the published version of this decision, 
some information has been omitted  
pursuant to Article 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information omitted has been replaced by 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.  
 
 
2 1. THE PARTIES  
(3) Evonik is headquartered in Germany and listed on the Frankfurt Stock Exchange. 
It is active in the production and marketing of specialty chemicals. Evonik has 
divided its activities into three business segments: Nutrition and Care, Resource 
Efficiency and Performance Materials.  
(4) PeroxyChem is a globally active manufacturer of hydrogen peroxide ( “H2O2”), 
peracetic acid ( “PAA ”) and persulfates. In addition, PeroxyChem is active in the 
resale of sulphur derivatives.  
(5) In the EEA, PeroxyChem has one production plant  in Spain ( for H2O2 and PAA) 
and one in Germany ( for persu lfates). Outside the EEA, PeroxyChem operates 
four addi tional manufacturing facilities of which  three are in the USA and one  is 
in Canada.  
2. THE OPERATION AND THE CONCENTRATION  
(6) On 7 November 2018, the Parties signed an agreement and plan of m erger 
pursuant to which Evonik will acquire sole control over PeroxyChem within the 
meaning of Article 3(1)(b) of the Merger Regulation. 
(7) It follows that the Transaction would result in a concentration within the meaning 
of Article 3(1)(b) of the Me rger Regulation  
3. UNION  DIMENSION  
(8) The concentration does not have a  Union dimension under Article 1 of the Merger 
Regulation , since i n 2018, Peroxy Chem achieved a turnover of EUR  […]  million  
worldwide  and [less than EUR 100]  million in the EEA.  For the same year, 
Evonik achieved a turnover of EUR  14 383 million worldwide and EUR […] 
million in the EEA.4 
(9) On 24 January 2019, the Commission received a referral request with respect to 
the Transaction , which was reviewable in Austria, Portugal and Spain.  
(10) As no Me mber State disagreed wit h the Parties’ referral request, t he concentration  
is deemed to have a Union dimension pursuant to Article 4(5) of the Merger 
Regulation.  
4. MARKET DEFINITION  
(11) The Transaction combines the Parties’ global businesses in active oxygen 
chemical products. In the EEA, the T ransaction gives rise to horizontal overlaps 
and vertical links exclusively with respect to the Parties’ activities in the 
production and marketing of H2O2 and PAA  products. 
                                                 
4  Turnover s calculated in accordance with Article 5 of the Merger Regulation .  
 
 
3 (12) The remainder of the present D ecision will therefore exclusively focus on H 2O2 
and PAA  products.  
4.1. H2O2 
4.1.1. Introduction 
(13) H2O2, also known as oxygenated water, is a powerful oxidant sold as a bulk 
commodity in a broad range of concentrations and grades. It has a wide range of 
industrial and commercial applications in the manufacture of pulp and paper, 
textiles, electronics and semi- conductors, in the chemical synthesis or for metal 
extraction, disinfection, water and sewage treatment. H 2O2 is also used as a raw 
material input product for the production of other peroxygen products, such as 
PAA products . 
(14) In the EEA, each of Evonik a nd PeroxyChem is active in the production and sale 
of H 2O2 products for use in the complete range of typical  end-use applications. 
(15) In the EEA, Evonik produces H 2O2 in Antwerp (Belgium), Rheinfelden 
(Germany), Weissenstein (Austria) and Delfzijl (Netherland s). PeroxyChem 
produces its  H2O2 products  exclusively  in La Zaida (Spain) .  
4.1.2. Relevant Product  Market  
(16) The Notifying Party submits that in its most recent decisional practice related to  
H2O2, the Commission concluded on a distinct product market for H 2O2, without  
the need for any  further segmentation .5 The Notifying Party agrees with th at 
precedent and  proposes to follow the same product market definition for the 
purpose of the present case . 
(17) During its market investigation , the Commission investigate d wheth er any further 
market segmentations  of the product marke t for H2O2, on the basis of  its 
concentration, purity levels and/or BPR6 product type would be  appropriate . 
(18) The r esults of the market investigation c onfirmed th at H2O2 constitutes a distinct 
product market , without any  need for  further segmentations . In fact, competitors 
overall confirmed that they produce all typical concentration levels7 and purity  
levels8 of H2O2 and that their product portfolio cover s the complete range of 
typical end -use applicat ions.9 An exception to this was  ultra-high concentrations 
(above 90%) for use in rocket propulsion purposes , for which none of the 
                                                 
5  M.6230 Solvay/Rhodia, European Commission decision of 5 August 2011, paragraphs 20- 23. 
6  European Biocide Products Regulation (BPR) . Regulation (EU) No 528/2012 of the European 
Parliament and of the Council of 22 May 2012 concerning the making available on the market and 
use of biocidal products, OJ L 167/1 [2012]. The BPR concerns the placing on the market and use 
of biocidal products, which are used to protect humans, animals, materials or articles against 
harmful organisms like pests or bacteria, by the action of the active substances contained in the 
biocid al product. According to the European Chemicals Agency (ECHA), t his regulation aims to 
improve the functioning of the biocidal products market in the EU, while ensuring a high level of 
protection for humans and the environment . 
7  See non -confidential repl ies to question 5  to Q4  Competitors  – H2O2. 
8  See non -confidential replies to question 6  to Q4  Competitors  – H2O2. 
9  See non -confidential replies to questions 4 and 8 to Q4  Competitors  – H2O2. 
 
 
4 competitors confirmed its presence and for which some explicitly stated tha t their 
portfolio “ does not include super high concentrations such as 90- 99%”.10 In 
addition, in the EEA, none of the Parties has generated any sales relat ing to th at 
specific end -use application . This  Decision will therefore not assess the relevance 
of a potential sub- market with respect to  H2O2 of ultra -high concentrations levels . 
(19) In general, competitors active in the manufacture of H 2O2 confirmed that they 
could easily and readily change production between H 2O2 products for use in 
different applications .11 Customers, in general, did not recognize an y specific 
end-use application of H 2O2 for which products would only be manufactured or 
registered  by fewer suppliers.12 
(20) The Commission further notes that H 2O2 is typically delivered in bulk, but may 
also, under particular circumstances and for particular ly large volume orders, be 
supplied via pipeline. The Commission understands that the vast majority of 
merchant sales are realised in  bulk, and only has knowledge of one instance in 
which H 2O2 is delivered by pipeline, in Antwerp, Belgium13. While these two 
delivery modes could possibly seem to constitute separate product markets, the 
Commission does not need to conclude on this question for the purpose of the 
present case as, irrespective of whether the bulk supply and tonnage supply  
modes  of H2O2 constitute separate product markets, the T ransaction does not raise 
any competition concerns , given the low combined market shares of the Parties 
under either scenario, as will be demonstrated in section 5.2.1 below.  
4.1.3. Relevant Geographic Market  
(21) The No tifying Party also submits that in  its prior decisional practice14, the 
Commission concluded that the relevant geographic market for H 2O2 is EEA -
wide  in scope . The Notifying Party  proposes to follow the same approach  for the 
purpose of the present case . 
(22) The results of the  market investigation confirmed  that the H2O2 market is EEA -
wide  in scope . In fact, while a majority of responding customers indicated that the 
location of a H 2O2 supplier’s plants is an important criterion because of related 
lead times and transport costs15, they also confirmed their ability to source H 2O2 
from all over the EEA.16 More specifically, the majority of customers consider 
that a H 2O2 supplier can serve them efficiently and at competitive terms within a 
radius of approximately 1 000 kilometers around a production plant.17 Several 
respondents indicated that the relevant geographic market would be E EA-wide  in 
scope, with a maximum distance from a supplier’s plant of up to 
3 000 kilometers.18 Similarly, competitors active in the productio n and sale of 
                                                 
10  See non -confidential replies to question 7  to Q4  Competito rs – H2O2. 
11  See non -confidential replies to ques tion 9 to Q4 Competitors –  H2O2. 
12  See non -confidential replies to question 12 to Q4 Competitors –  H2O2. 
13  According to the Parties, this situation occurs in Antwerp where Solvay supplies H 2O2 to BASF 
DOW  HPPO Production B.V.B.A  (“BASF/Dow joint venture”).   
14  M.6230 Solvay/Rhodia, European Commission decision of 5 August 2011, paragraphs 24- 25. 
15  See non -confidential replies to question 14 and 14.1 to Q2 Customers –  H2O2. 
16  See non -confidential replies to question  6 to Q2  Customers – H2O2. 
17  See non -confidential replies to question 13 to Q2  Customers – H2O2. 
18  See non -confidential replies to question 13 to Q2  Customers – H2O2. 
 
 
5 H2O2 confirmed that they do not tend to import H 2O2 into the EEA19 and the 
Commission observes that H 2O2 suppliers typically rely on a network of 
European production sites to cover the EEA demand.20 
4.1.4. Conclusion 
(23) In light of the above  considerat ions and taking into account the result of the 
market investigation and all the evidence available to it, the Commission 
concludes that , for the purpose of the present case,  the EEA market for H 2O2 
constitutes the  relevant market , without  the need for any further product or 
geographic market segmentation . In particular, given that the Transaction would 
not raise serious doubts as to its compatibility with the internal market even under 
the narrowest product market definition, the Commission leaves open the 
question whether separate product markets for H2O2 should be defined with 
respect to the bulk or pipeline delivery mode of H 2O2. 
4.2. PAA  
4.2.1. Introduction 
(24) PAA is manufactured following a chemical  reaction between acetic acid and 
H2O2. It is sold in various concentrations for use in the paper industry, medicine, 
animal health, water treatment, disinfectant for the food and beverage industry. 
Concentrations  of typically  up to 15% are used as sanitizers, disinfectants and 
sterilants in the fo od and beverage industry, for water treatment, in laundries and 
for medical applications, while  grades of concentrations of typically 35%  or 40%  
can be used for oxidation reactions  in chemical synthesis (for cosmetics, 
chemicals, fragrances and pharmaceuti cal end -use applications) and in the paper 
industry (for pulp bleaching).  
(25) In the EEA, the Parties commercialize PAA products of various concentrations. 
More specifically, Evonik commercializes several grades of 11 different 
concentrations ranging from 0.4%  to 40%, the bulk of which correspond to 
15%-concentrated PAA ( […]% of Evonik’ s 2018 sales in the EEA) and 
5%-concentrated PAA ( […]% of sales). Similarly , PeroxyChem  is active in the 
EEA with PAA products of 1.5%, 5%, 15% and 35% concentrations, the quasi -
totality of which is represented, as for Evonik, by 5% -concentrated PAA ( […]%) 
and 15% -concentrated PAA ( […]% of sales) products.  
(26) Consequently, t he Parties’ activities in PAA products of higher concentrations  
and designed for oxidation purposes  do not overlap in the production and sale of 
40%-concentrated PAA products  ([0-5]% of Evonik’s EEA sales in 2018)  but 
only with respect to 35% -concentrated PAA products, which represent 
respectively [0 -5]% and [0 -5]% of Evonik’s and PeroxyChem’s sales in the EEA. 
(27) Evonik produces all  its PAA products in Weisenstein (Austria). PeroxyChem 
produces all its PAA products in La Zaida (Spain). 
                                                 
19  See non -confidential replies to question 12 to Q4  Competitors  – H2O2. 
20  See non -confidential replies to question 11 to Q4  Competitors  – H2O2. 
 
 
6 4.2.2. Relevant Product  Market  
(28) The Notifying Part y submits that in previous cases21, the Commission considered 
that there is no need to further delineate the PAA market according to end- use 
applications , except for medical and animal health applications.22 It proposes to 
follow the same approach. 
(29) During calls the Commission held with  market participants , it was indicated that a 
separate product market may exist in relation to 35% -concentrated  PAA products . 
Market participants indicated that PAA of such  concentrations  cannot  be 
substituted by different mat erials , lower -concentration PAA or 40%-concentrated  
PAA products, and that they could recognise only Evonik and PeroxyChem as  
manufacturers of 35% -concentrated PAA products in the EEA . 
(30) During t he formal market investigation , both customers and competitors of the 
Parties overwhelmingly confirmed that the  35%-concentrated PAA products of 
Evonik and PeroxyC hem cannot be substituted by PAA products of either lower 
concentrations23 or higher  (40%) concentration .24 
(31) Moreover, while the production process and necessary inputs remain overall the 
same for PAA products of different concentrations, the market investigation 
indicated that 35% -concentrated PAA prod ucts require the adoption of different 
handling and safety measures dur ing the manufacturing and transport phases, 
compared to PAA products of lower concentration.25 
(32) For the purpose of the present case, however, the Commission does not need to 
conclude  as to whether the product market definition for PAA needs to be further 
segmented with respect to 35% -concentrated PAA as, irrespective of whether the  
market for  35%-concentrated PAA products constitute s a separate relevant sub-
market or belongs to  the broader product market for overall PAA products, the 
Transaction would not rai se serious doubts  as to its compatibility with the inter nal 
market   
4.2.3. Relevant Geographic Market  
(33) The Notifying Party notes that in the pre -cited case26, the Commission concluded 
that the relevant geographic market for PAA was a collection of national or 
regio nal markets. At the time , the Commission noted a tendency towards an EEA -
                                                 
21  M.2690 -SOLVAY / MONTEDISON- AUSIMONT European Commission decision of 9 April 2002  
paragraphs 101-105. 
22  For the purpose of the present case, however, no horizontal overlap arises wit h respect to PAA 
products for use in medical and health applications . 
23  See non -confidential replies to question 11 Q 1 Custome rs – PAA, and non -confidential replies to 
questions 6, 7 & 8 Q3 Competitors –  PAA.  
24  See non -confidential replies to question 11 Q1 Customers –  PAA and replies to question 7 Q3 
Competitors PAA.  
25  See non -confidential replies to question s 8 & 11 Q3 Competitors PAA.  
26  M.2690 Solvay/Montedison -Ausimont , European Commission decision of 9 April  2002, par. 106- 109. 
 
 
7 wide geographic  market, which would be reinforced by the adoption of the 
European Biocide Products Directive27).  
(34) In particular, t he Notifying Party notes that t he BPR enables PAA producers to 
seek one single regulatory approval to obtain a market authorisation for their 
products in the whole EEA . According to the Notifying Party , this has stimulated 
intra-EEA trade and removed regulatory barriers.  The Notifying P arty concludes 
that since  the Parties each sell their PAA cross -border throughout the EAA, from 
one production plant in Austria (Evonik) and Spain (PeroxyChem), and as there 
are common standards for transportation of PAA, the geographic market is EEA -
wide in scope.  
(35) Customer replies to  the Commission’s market investigation  confirmed  that PAA 
is transported within the EEA rather easily .28 The Commission also observes that  
Evonik supplies the market from its  single plant in Austria to distances of more 
than 1 500 to 2 000 kilometers . 
(36) Similarly , the Parties’ competitors indicated that transport distance s do not 
constitute a barrier to  commercial opportunities vis -à-vis potential PAA 
customers around the EEA, irrespective of the precise location of their PAA 
manufacturing plants.29   
(37) The Commission therefore  conclude s that the geographic scope of  the overall  
market for  PAA products  and of its potential sub- market restricted to 35% -
concentrated  PAA prod ucts is EEA -wide.  
4.2.4. Conclusion 
(38) In light of the above  considerations and taking into account the result of the 
market investigation and all the evidence available to it,  the Commission 
concludes that , for the purpose of the present case, the EEA market for overall 
PAA products and its potential , separate,  sub-market for 35% -concentrated PAA 
products constitute  the relevant  market s. In particular , given that the Transaction 
would not raise serious doubts as to its compatibility with the internal market 
even under the narrowest  product market definition, the Commission leaves open 
the question whether a separate market for PAA should be defined with respect to 
35%-concentrated PAA products.  
5. COMPETITIVE ASSESSMENT  
(39) Within the EEA, the Transaction  gives rise to two horizontally affected market s, 
first, with respect to H 2O2 delivered in bulk (see section 5.2.1.2) and , second, with 
respect  to PAA under the alternative of a narrower product market definition for 
35%-concentrated PAA products (see section 5.2.2.2). Moreover, the existing link 
between this latter market and the overall market for H 2O2 is vertically affected 
by the T ransaction  (see section 5.3).  
                                                 
27  Which has been adopted since 2012- 2013 as the European Biocide Products Regulation ( “BPR ”). 
28  See non -confidential replies to questions 12 & 13 Q1 -  Customers PAA . 
29  See non -confidential replies to questions 13, 14 & 15 Q3 -  Competitors – PAA.  
 
 
8 (40) Conversely, the EEA market for  H2O2 products in general (irrespective of the 
delivery mode)  (see section 5.2.1.1) as well as the EEA market for overall  PAA 
products (see section 5.2.2.1) are  not affected  markets.   
5.1. Legal Framework  
(41) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they w ould significantly impede effective competition in the internal 
market or in a substantial part of it.  
(42) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the "Horizontal Merger Guidelines") distinguish two main 
ways in which mergers between actual or potential competitors on the same 
relevant market may significantly impede effective competition, namely non -
coordinated effects and coordinated effects.30  
(43) Non-coordinated effects may significantly impede effective competition by 
eliminating the competitive constraint imposed by one merging party on the other, 
as a result of which the merged entity would have increased market power 
without resorting to coordinated behaviour. According to recital (25) of the 
preamble o f the Merger Regulation, a significant impediment to effective 
competition can result from the anticompetitive effects of a concentration even if 
the merged entity would not have a dominant position on the market concerned. 
In this regard, the Horizontal M erger Guidelines consider not only the direct loss 
of competition between the merging firms, but also the reduction in competitive 
pressure on non -merging firms in the same market that could be brought about by 
the merger.31  
(44) Indeed, the Horizontal Merger G uidelines list a number of factors which may 
influence whether or not significant non- coordinated effects are likely to result 
from a merger, such as the large market shares of the merging firms, the fact that 
the merging firms are close competitors, the limited possibilities for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force. Not all of these factors need to be present for significant non-
coordinated effects to be likely. The list of factors, each of which is not 
necessarily decisive in its own right, is also not an exhaustive list.32  
(45) In addition, the Commission Guidelines on the assessment of non- horizontal 
mergers under the Merger Regulation (the "Non -Horizontal Merger Guidelines") 
distinguish bet ween two main ways in which vertical mergers may significantly 
impede effective competition, namely input foreclosure and customer 
foreclosure.33  
                                                 
30  OJ C 31, 05.02.2004, p. 5.  The remainder of this decision focuses on non- coordinated effects . 
31  Horizontal Merger Guidelines, paragraphs 24 -38.  
32  Horizontal Merger Guidelines, paragraphs 24 -38. 
33  OJ L 24, 29.1.2004, p. 1.  
 
 
9 (46) For a transaction to raise input foreclosure competition concerns, the merged 
entity must have a significant d egree of market power upstream.34 In assessing the 
likelihood of an anticompetitive input foreclosure strategy, the Commission has to 
examine whether (i) the merged entity would have the ability to substantially 
foreclose access to inputs ; (ii) whether it w ould have the incentive to do so ; and 
(iii) whether a foreclosure strategy would have a significant detrimental effect on 
competition downstream.35  
(47) For a transaction to raise customer foreclosure competition concerns, the merged 
entity must be an important  customer with a significant degree of market power in 
the downstream market.36 In assessing the likelihood of an anticompetitive 
customer foreclosure strategy, the Commission has to examine whether  (i) the 
merged entity would have the ability to foreclose access to downstream markets 
by reducing its purchases from upstream rivals; (ii) whether it would have the 
incentive to do so and (iii) whether a foreclosure strategy would have a significant 
detrimental effect on consumers in the downstream market.37  
5.2. Horizontal assessment  
5.2.1. H2O2 
5.2.1.1. Overall market for H 2O2 
(48) The Parties  provided market shares by volume based on their own production and 
their best estimates for the competitors’ production. Regarding market shares in 
value, the Parties’ best estimate assumed that the average sales price of all market 
participants is equal to the Parties’ own average sales prices.   This approach  leads 
to value -based market shares that are very similar  to the volume -based ones. In 
order to capture value market shares , the Commission carried out its own market 
reconstruction on the basis of the information it obtained during the market 
investigation .38 
(49) Under the assumption that H 2O2 deliveries via pipeline belong to the same 
product market as bulk H 2O2 deliveries, the Transaction  does not give rise to a 
horizontally affected market (see Table 1) . 
                                                 
34  Non-horizontal Merger Guidelines, paragraph 35.  
35  Non-horizontal Merger Guidelines, paragraph 32.  
36  Non-horizontal Merger Guidelines, paragraph 61.  
37  Non-horizontal Merger Guidelines, paragraph 59.  
38  During the market investigation, the Commission obtained information from each of the Parties’ 
major competitors about their own sales figures on a volume and value basis. The Commission was 
therefore able to obtain an overall picture of the market.  



 
 
13  
(63) The market reconstruction resulting from the market investigation broadly 
confirmed the Parties’ market share estimates and, in particular, the fact that the 
Transaction does not give rise to a horizontally affected market (both in terms of 
volume and value market shares) with respect to the EEA market for overall PAA 
products. 
(64) According to the Parties’ estimated market shares, t he Merged Entity would have 
a post -merger combined market share of [ 10-20]%, with an increment brought 
about by PeroxyChem of [0 -5]%. Post-transaction, each of Solvay and Ecolab 
would remain larger t han the M erged Entity with respective market shares of 
[30-40]% and [20- 30]%. 
(65) As explained in section 5.2.1.1, the Commission  is unlikely to identify horizontal 
competition concerns in a merger with a post -merger HHI above 2 000 and a delta 
below 150, except where special circumstances are present.51 With respect to the 
EEA market for overall PAA  products , none of the special cir cumstances are met 
and the post -merger HHI is, potentially, above 2  000 (<  [2000- 3000] ) while the 
associated delta remains in any event below 150 ( […]). 
(66) Moreover, the results of t he market investigation did not indicate any concerns, 
neither fro m customers , nor from competitors.52 
(67) Based on the above considerations and in light of all the evidence available to it, 
the Commission considers that the  Transaction would not raise any serious doubts 
as to its compatibility with the internal market with regard  to th e Parties’ 
activities in  the EEA market for overall PAA.  
5.2.2.2. Narrower m arket for 35% -concentrated  PAA products  
(68) As a preliminary remark , the Commission notes that t he Notifying Party  provided 
market share figures in a  hypothetical market for PAA products with 
concentration of 35% or above . Under this alternative , broader product market 
definition  proposed by the Notifying Party  and which would include any PAA 
products of concentration between 35% and 40%, Evonik’s volumes  include 
[…] t of its 40%-concentrated PAA products . Peroxy Chem does not have any 
40%-concentrated PAA products . Kemira would compete with  […]t of distilled  
40%-concentrated PAA products .53 Under this alternative, broader product 
market definition propos ed by the Notifying Party , the M erged Entity’s market 
share would be reduced to [10- 20]%, compared to Kemira’s leadership position 
with [70- 80]%. 
(69) Howe ver, as explained in section 4.2.2., the results of the  market investigation 
casted doubts on whether  35%-concentrated PAA products can be substituted by  
                                                 
51  Paragraph 20 of the Horizontal Merger Guidelines.  
52  See, in particular,  non-confidential replies to que stions 31 to 34 Q1 – Customers  - PAA and 
questions 32 to 37 Q3 - competitors – PAA.  
53  The Commission do es not need to conclude as to whether Kemira’s distilled  40%-concentrated 
PAA is an alternative to Evonik’s 40% -concentrated PAA, since no competition concerns arise in 
this hypothetical sub -market, in particular given the absence of any 40% -concentrated product in 
PeroxyChem’s product portfolio.  

 
 
15 35% concentration59 and is appropriate for oxidation purposes in the 
pharmaceutical and c osmetic industries.60 Under the very conservative 
assumption that Kesla did not achieve any sales of 35% -concentrated PAA 
products in the EEA in 2018, the M erged Entity’s market share would increase , at 
most,  to [50-60] % and Promox to [40-50] %. In any event, irrespective of whether 
Kesla achieved commercial sales of 35% -concentrated PAA products in the EEA 
in 2018, data sheets of Kesla confirm that it manufactures  competing products  
and will therefore continue to exert a competitive pressure on the M erged Entity 
post- transaction . 
(72) Some of the Parties’  customers  of 35%- concentrated PAA products expressed 
concerns with  respect to the T ransaction, indicating that it would create a 
monopoly situation for the production and supply of 35%- concentrated PAA in 
the EE A. According to them , this could lead to price  rises in the future .61 These 
replies are based, in particular on the premise that Evonik and Proxychem are the 
only two potential suppliers of 35% -concentrated PAA products in all of the 
EEA.62 
(73) However, first,  some customers of the Parties indicated the presence of at least 
one a lternative supplier , Promox, for 35% -concentrated PAA products.63 More 
specifically , Promox confirmed its presence in the EEA market for 
35%- concentrated PAA products .64 Moreover, as explained above, technical data 
sheets about Kesla’s PAA products further confirm the fact that Kesla 
manufactures 35%-concentrated PAA products in the EEA . 
(74) Second, the production process, equipment and necessary inputs remain overall 
the same for PAA products of different concentrations . Apart from investment 
costs necessary to handle and transport 35% -concentrated PAA products65, there 
are no specific technical barriers to entry for any PAA manufacturer to start 
producing 35% -concentrated PAA products.66 Therefore, if a market opportunity 
were to materialise in this narrower market, established players in the markets for lower -concentration PAA products could enter the EEA market for 
35%-concentrated PAA products. 
(75) Consequently, while the M erged Entity would become the largest player in 
35%- concentrated PAA products, other well-established players in the market for 
overall PAA will continue to constrain the M erged Entity post -transaction  in the 
EEA market for 35% -concentrated PAA products . In fact , the Commission notes 
                                                 
59  See technical data sheet for Kesla’s “Wofasteril classic” product, page 6: “ Zusammensetzung: 
Enthält Acetylhydroperoxid (“Peressigsäure”) ca. 35% (entspircht 40% G/V bzw. 400 g/l) .” 
(Source: https://www.kesla.de/wp -content/uploads/Wofasteril- classic 0916 klein.pdf  consulted on 
27 May 2019). 
60  See safety sheet for Kesla’s “Wofasteril classic” product, page 1. (Source: 
https://www.mqd.de/handel/dokumente/kesla/SDBWofasterilClassic.pdf  consulted on 
27 May 2019). 
61  See non -confidential replies to questions 31 to 34 – Customers – PAA. 
62  See non -confidential replies to question 32 of questionnaire Q1 to custom ers. 
63  See non-confidential replies to question 8 – of questionnaire Q1 to Customers – PAA 
64  Promox’s reply to Q3 to Competitors PAA.  
65  See non -confidential minutes of 29 March 2019 with a PAA competitor.  
66  See non -confidential minutes of 29 March 2019 with a PAA competitor . 
 
 
16 that Solvay  confirmed that in the past it “manufactured PAA up to 40% in the UK 
but a commercial decision was taken to exit this business ”.67 It can be assumed 
that with the appropriate market incentives, Solvay could likely consider to re -
enter the EEA market for 35% -concentrated PAA products .  
(76) Finally , the Commission observes that the  Parties are unlikely to be close  
competitors   from a geographic point of view , as PeroxyChem’s sales of 
35%-concentrated PAA products exclusively occu r in Spain, where  Evonik does 
not have any  sales of  35% -concentrated PAA products . 
(77) In fact, Evonik supplies  the Spanish market  with [concentration levels]  PAA 
products , but not 35%, through one single  distributor68 for a de minimis  value of 
approximately EUR [<15 000] . While, as explained in section 4.2.3, the relevant 
geographic market for PAA products is EEA -wide in scope, PeroxyChem’s local 
presence in Spain provides it with a certain competitive advantage to serve the 
Spanish ma rket thanks to reduced transport costs.  
(78) In conclusion, based on the above considerations and in light of all the evidence 
available to it, the Commission considers that the  Transaction would not raise any 
serious doubts as to its compatibility with the internal market with regard  to the 
Parties’ activities in  the EEA market for 35% -concentrated PAA products , for the 
following reasons: (i) the presence of other alternative suppliers, Promox and 
Kesla, which exercise a competitive constraint on the Merged Ent ity in the EEA 
market for  35%-concentrated PAA products; (ii) the absence of technical entry 
barriers which enables the timely arrival  of new entrants, such as Solvay , in case 
any commercial opportunity materialises  and (iii) the fact that Evonik is not a 
close competitor of PeroxyChem in the EEA  for 35% -concentrated PAA 
products . 
5.3. Vertical assessment  
(79) Given  that H 2O2 is an input product for the manufacture of PAA and that the 
Merged Entity would have an EEA -wide  market share in 35% -concentrated PAA 
products of more than  30%, the T ransaction gives rise to a vertically affected link 
between the upstream EEA  market for H 2O2 and the downstream market for 
35%-concentration PAA products. 
5.3.1. Input foreclosure  
(80) Input foreclosure risks appear unlikely to arise in the pres ent case as the Merged 
Entity would have a market share of only [10- 20]% in the upstream EEA market 
for H 2O2 and would therefore not enjoy any significant upstream market power so 
as to potentially deny access to H 2O2 to its  downstream competitor s, Promox  and 
Kesla, in the market for 35% -concentrated PAA products. 
                                                 
67  Solvay’s non-confidential reply to question 6 of questionnaire Q3 to Competitors PAA,  
68  See non -confidential replies to question 8 of questionnaire Q1 to custom ers PAA . 
 
 
17 (81) While each of Evonik and PeroxyChem are suppliers of Promox69 for H2O2, 
alternative suppliers remain active in the upstream EEA market. More 
specifically, the particular H 2O2 grades that Promox  currently sources from the  
Parties correspond to 70% -concentrated H 2O2 products70, which each of Solvay71 
and Arkema72 also produce. Consequently, the M erged Entity will not have the 
ability to input foreclose Promox from getting access to the 70% -concentrat ed 
H2O2 products it needs for the manufacture of 35% -concentrated PAA products,  
as alternative producers of similar H 2O2 grades remain active in the EEA. 
Moreover , the M erged Entity will not have any incentive to foreclose Promox, as 
the majority of input H2O2 products sold by the Parties are used in a variety of 
other chemicals produced by Promox73, in particular Promox’s range of PAA 
products of various concentrations (such as 0.1%, 0.2%, 2.5%, 5%, 10% 
or 15%).74 
5.3.2. Customer foreclosure  
(82) Customer foreclosure risks appear equally unlikely to arise in the present case, as 
the Parties are fully vertically integrated for their production of PAA and do not 
currently purchase H 2O2 on the merchant market from any upstream  competitor 
on the EEA ma rket for H 2O2. 
(83) Furthermore, as PAA producers that are not vertically integrated upstream into 
the production of H 2O2, represent  only [<5]% of all H 2O2 purchases in the EEA, 
the Merged Entity would , in any event , not have the ability to harm its upstream 
H2O2 competitors by denying them access to the downstream PAA market.  
5.3.3. Conclusion  
(84) Based on the above considerations and in light of all the evidence available to it, 
the Commission considers that the  Transaction would not raise any serious doubts 
as to its c ompatibility with the internal market with regard  to the vertically 
affected link between the upstream EEA market for H 2O2 and the downstream 
EEA market for 35%- concentrated PAA products . 
                                                 
69  Non-confidential reply of question 28  to the questionnaire Q3 to PAA competitors . 
70  Non-confidential reply of question 28  to the questionnaire Q3 to PAA competitors . 
71  Non-confidential reply of question 5  to questionnaire Q4 to H 2O2 competitors . 
72  https://www.arkema.com/en/products/product- finder/range -viewer/Peroxal -hydrogen- peroxide -for-
specialty -applications/ (consult ed on  17 May 2019) . 
73  Non-confidential minutes of conference call with Promox of 14 May 2019.  
74  Non-confidential reply to question 4  to questionnaire Q3 to PAA competitors.  
 
 
18 6. CONCLUSION  
(85) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with 
the EEA Agreement. This D ecision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agre ement . 
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission