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,  15.1.2020  
C(2020 ) 241 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9502 – SYNTHOMER/OMNOVA SOLUTIONS   
Commissi on decision pursuant to Article 6(1)(b) in conjunction with 
Article  6(2) of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 15 November 2019 , the Commission received notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC ) No 139/2004 and 
following a referral pursuant to Article 4(5) of the Merger Regulation by which 
Synthomer plc (“Synthomer”, UK) acquires within the meaning of Article 3(1)(b) of 
the Merger Regulation  sole control of Omnova Solutions, Inc. (“Omnova”, US) (the 
“Transaction”) .3 Synthomer is referred to as the “Notifying Party” and, together with 
Omnova, the “Parties”.  
                                                 
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 th e Official Journal of the European Union No C 398, 25.11.2019 , p.3. 
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information omitted has been replaced by 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  
(2) Synthomer  develops and manufactures specialty chemicals for use in a variety of 
applications. Its activities are mainly concentra ted in Europe, with [60-70]% of 
Synthomer's 2018 worldwide turnover  generated in the EEA and sixteen of its 
production facilities located in the EEA (with one in the United States, two in 
Middle East/Afric a and six in Asia).  
(3) Omnova  develops and manufactures specialty chemicals and thermoplastic films for 
a variety of applications. Omnova’s activities are predominantly based in North 
America, with eight of its thirteen production facilities located in the United States. 
In contrast, its EEA business is smaller, with [10-20]% of its 2018 worldwide 
turnover generated in the EEA and two plants in the EEA (at Le Havre  (France ) and 
Lisbon (Portugal )). 
2. THE CONCENTRATION  
(4) On 3 July 2019, Synthomer and Omnova entered into an agreement pursuant  to 
which Synthomer agreed to acquire sole control of Omnova by purchase of its  entire 
issued and to be issued share capital.  
(5) The Transaction is therefore a concentration within the meaning of Article 3(1)(b) of 
the EU Merger Regulation.  
3. SCOPE OF COMMISS ION REVIEW  
(6) The Transaction does not have a Union dimension within the meaning of Article 1 of 
the Merger Regulation as it does not meet the thresholds of Article 1(2) or Article 
1(3).  
(7) However, on 6 September 2019, the Notifying Party informed the Commissio n by 
means of a reasoned submission that the concentration would be notifiable in five 
Member States and would fulfill  a number of further criteria for its referral to the 
Commission.4 In particular, the affected markets have a geographic scope that is 
wider than national (EEA -wide or worldwide)  and a referral to the Commission 
would avoid multiple national filings, thereby increasing administrative efficiency. 
On that basis, under Article 4(5) of the Merger Regulation, the Notifying Party 
requested the Commission to examine the Transaction.  
(8) The Commis sion agrees that the referral request meets the legal criteria set out in 
Article 4(5) of the Merger Regulation in that the Transaction is capable of being 
reviewed under the national merger control laws of at least three Member States, 
namely Austria, Ger many, Portugal, Spain and the United Kingdom . In addition, 
none of the Member States competent to examine the Transaction under the 
respective national laws expressed their disagreement within 15 working days of 
receiving the reasoned submission.  
                                                 
4  As set out in the Commission Notice on Case Referral in respect of Concentrations (OJ C56, 
05.03.2005 p.2, paragraphs 8 -14 and 24 -32.  
 
 
3 (9) Therefore , the concentration falls under the scope of review of the Commission 
pursuant to Article 4(5) of the Merger Regulation.  
4. COMPETITIVE  ASSESSMENT  
4.1. Analytical framework  
(10) Under Articles 2(2) and 2(3) of the Merger Regulation, the Commission must assess 
whether a  proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(11) A merger can entail vertical effects. As illustrated  below, in the present case the 
vertical links arising from the Transaction are negligible and accordingly are 
unlikely to give rise to possible impediments of effective competition in the internal 
market or in a substantial part of it. More frequently, a  merger can entail horizontal 
effects. In this respect, in addition to the creation or strengthening of a dominant 
position, the Commission Guidelines on the assessment of horizontal mergers under 
the Merger Regulation (“the Horizontal Merger Guidelines”)5 distinguish between 
two main ways in which mergers between actual or potential competitors on the 
same relevant market may significantly impede effective competition, namely (a) by 
eliminating important competitive constraints on one or more firms, which 
consequently would have increased market power, without resorting to coordinated 
beha viour (non -coordinated effects); and (b) by changing the nature of competition 
in such a way that firms that previously were not coordinating their behaviour are 
now signif icantly more likely to coordinate and raise prices or otherwise harm 
effective competition. A merger may also make coordination easier, more stable or 
more effective for firms which were coordinating prior to the merger (coordinated 
effects).6  
(12) As illustrated below, the horizontal overlaps created by the Transaction with respect 
to certain affected markets are significant and may give rise to concerns as to a 
possible creation or strengthening of a dominant position so that effective 
competition in the internal market or in a substantial part of it may be significantly 
impeded because of the Transaction. Accordingly, t his decision will analyse whether 
the Transaction is likely to raise serious doubts as to its compatibility with the 
internal marke t by the creation of non -coordinated effects in those markets on which 
the Parties’ activities lead to horizontal overlaps.  
4.2. Overview of affected markets  
(13) Synthomer and Omnova manufacture and supply speciality chemicals. Specialty 
chemicals  are value -added products manufactured using polymerisation and other 
reactive processes to transform commodity raw materials into polymers and other 
complex chemical outputs that are used as an ingredient by customers who formulate 
finished products for the healthcare, co nsumer goods, construction and other sectors.  
                                                 
5  Guidelines on the assessment of horizontal merg ers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 31, 5.2.2004 p.5.  
6  Horizontal Merger Guidelines, paragraph 22.  
 
 
4 (14) The Parties ’ activities horizontally overlap with respect to certain types of synthetic 
latex polymers  (also referred to as “latex dispersions ”). Latex dispersions are 
produced through the polymerization of one  or more monomers and are mainly  used 
as binder s in the production of materials such as paper, carpets, adhesives, textiles 
and paints . More specifically, the Transaction leads to horizontally affected markets 
in:  
(a) Vinyl pyridine  latex (“VP Latex”);   
(b) Carboxylated nitrile butadiene latex (“XNBR”);  
(c) Carboxylated styrene butadiene latex (“XSBR”);  
(d) Styrene acrylic (“SA”); and  
(e) High solids styrene butadiene (“HS -SB”).  
(15) Each of these horizontally affected markets will be addressed in turn. There are only 
very limited vertical links arising from the Transaction, which are not analysed in 
detail as they do not give rise to competition concerns.7 
4.3. Vinyl pyridine latex (VP Lat ex) 
4.3.1.  Market definition  
(16) VP Latex is an aqueous polymer used in heavy duty rubber goods, primarily tyres, to 
promote the adhesion between reinforcing cords or fabric and rubber compounds. 
The most common use of VP Latex is in the tyre cord application, whereb y nylon or 
polyester yarns are dipped or coated in VP Latex before being  embedded in a tyre to 
reinforce it against high pressure and temperatures. Both Parties are active in the 
production and sale of VP Latex, primarily for the tyre cord application.  
                                                 
7  For completeness, the upstream markets for styrene and/or butadiene are vertically affected in light of 
the Parties’ combined downstream market shares for certain synthetic latex markets, namely: VP Latex, 
XSBR, XNBR and HS -SB (or relevant plausible segmentations of these products, see Sections 4.3, 4.4, 
4.5 and 4.7). However, input or customer fore closure concerns are implausible. Only Synthomer is 
active upstream and it does not manufacture these products. Rather, Synthomer procures styrene and 
butadiene from third parties for its own internal use and only has some very limited re -sales of styrene 
and butadiene [ business secret regarding sales strategy of Notifying Party ] – it estimates its market 
share is around [0 -5]% or less worldwide and in the EEA. In addition, there are technically vertically 
affected markets between the Parties’ supply of XSB R and HS -SB (upstream) and Synthomer’s supply 
of certain XSBR compounds and HS -SB compounds (downstream) primarily sold to the carpet 
industry. However, the Transaction will not bring about any change in the market given that (i) 
Synthomer is already verti cally integrated pre -Transaction; it does not procure XSBR from third parties 
for use in compound production and [ business secret regarding business and procurement strategy of 
Notifying Party ], (ii) Omnova is barely active in XSBR and HS -SB in the EEA and  already pre -
Transaction does not pose any competitive constraint on Synthomer for these products in the EEA (see 
Sections 4.5 and 4.7 below), (iii) Omnova does not supply XSBR or HS -SB to compound producers in 
the carpet industry in the EEA, and (iv) post -Transaction there will remain several large producers of 
the relevant inputs (e.g. BASF, Trinseo, Synthos, Versalis, EOC Group, etc.), which will continue to 
constitute an alternative source of supply for independent compounders.  In light of the above, th e 
Commission considers that the Transaction does not raise serious doubts as regards any of these 
vertically affected markets.  
 
 
5 4.3.1.1.  Product market definition  
Commission’s precedents  
(17) In Bayer/Hüls , the Commission identified a separate product market for VP Latex.8 
Since then, t he Commission has consistently defined product markets for synthetic 
latex products according to the type of latex dispersion (i.e. chemical composition) 
and also by application.9 The Commission has previously also found that synthetic 
latex products  should not be further divided into submarkets according to the grade 
qualities of the latex dispersions .10 
The Noti fying Party’s view  
(18) The Notifying Party argues that VP Latex forms a separate product market and that it 
is not necessary to segment the market for VP Latex by application or by grade (i.e. 
VP Latex with high and low vinyl pyridine content).11  
(19) First, the No tifying Party notes that VP Latex is used primarily for the tyre cord 
application, but it is also  used in the production of mechanical rubber goods. These 
applications should in its view not be  considered distinct markets. From a demand 
perspective, the sa me grades of VP Latex are  used across tyre cord and mechanical 
rubber goods. From a supply perspective, the same  producers sell, or can sell, into all 
applications . Moreover, the Notifying Party argues that the competitive dynamics for 
VP Latex are driven by the tyre cord application given that the vast majority (around 
85%) of VP Latex sales in the EEA and worldwide are for tyre cords.  
(20) Second, the Notifying Party argues that there is substitution between VP Latexes 
with a high (typically ~15%) and low (typ ically ~10%) vinyl pyridine content. The 
Notifying Party acknowledges that demand -side substitution may be limited given 
that customers typically require a specific vinyl pyridine content to provide the 
adhesive performance required. However, it argues tha t there is a high degree of 
supply -side substitutability, as the only difference between high and low content VP 
Latex is the proportion of vinyl pyridine used in the formulation . Accordingly, both 
Parties produce  both high and low content VP Latex [business secret regarding the 
production processes of the Parties ]. No time or special steps are required to switch 
from producing one to the other ; it is a change in recipe rather than process.   
The Commission’s assessment  
(21) The majority of respondents to the Commission’s market investigation confirmed 
that VP Latex should be considered a separate product market from other synthetic 
latexes. Customers generally did not consider that VP Latex could be substituted 
with other lat exes, with some noting that other latex products do not have the same 
adhesion qualities as VP Latex . Even some of those customers that thought 
switching between VP Latex and other latex products might be possible highlighted  
                                                 
8  See case IV/M.751 - Bayer/Hüls , decision of 03.07.1996.  
9  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; M.5355 - BASF/CIBA , decision of 
12.03.2009; M. 5424  - Dow/Rohm and Haas , decision of 08.01. 2009; and M.1993 - Rhodia/Raisio/ JV, 
decision of 20.07.2000.  
10  See cases M.5355 - BASF/CIBA , decision of 12.03.2009; M. 5424  - Dow/Rohm and Haas , decision of 
08.01. 2009; and M .1993 - Rhodia/Raisio/ JV, decision of 20.07.2000.  
11  Form CO, paragraph 6.72  
 
 
6 that switching between them wo uld require a material and time -consuming change in 
the formulation that customers use to manufacture the end -products.12 Competitors’ 
responses were inconclusive as to the degree of supply -side substitution between VP 
Latex and other synthetic latex produc ts.13 
(22) While the market investigation did not provide evidence that a  segmentation by 
application was necessary , it nonetheless revealed that customers typically purchase 
a specific grade of VP Latex to be incorporated in the finished products they 
manufactu re.14 Most customers that responded to the market investigation 
considered that switching between grades of VP Latex was challenging.  In 
particular, customers noted that switching would require a change in the formulation 
used, may impact the adhesion performance of the end product, and would require 
testing and approvals by end -customer s.15 
(23) On the other hand, the market investigation clearly confirmed that there is supply -
side substitution between  VP Latex  grades. All suppliers that responded indicated 
that they can and do switch production between VP Latex with high and low vinyl 
pyridine content on the same production line with limited effort.16  
(24) For the reasons set out above, the Commission considers that, for the purposes of 
this decision, VP Latex co nstitutes a distinct product market from other synthetic 
latex products , without the need for further segmentation.   
4.3.1.2.   Geographic market  definition  
Commission’s precedents  
(25) The Commission has previously considered the relevant geographic market for all 
types of synthetic latex products (including VP Latex specifically) to be EEA -
wide.17 In particular, the Commission pointed to differences in price levels between 
continents and the fact that the flow of supply between continents was not 
significant.  
The Notif ying Party’s view  
(26) The Notifying Party argues that the competitive conditions have changed since the 
Commission’s decision in Bayer/Hüls and that the relevant market for VP Latex is 
worldwide.18  
(27) First, t he Notifying Party argues that the costs of shipping VP Latex overseas are 
low and that there are no regulatory barriers to selling in the EEA.  For example, the 
Notifying  Party estimates that the cost of shipping from a plant in India to a 
customer in the EEA is around [0-5]% of the average final sales price  in the EEA 
                                                 
12  Replies to question 8 of Q1 - Questionnaire to VP Latex customers.  
13  Replies to question 9 of Q4 - Questionnaire to VP Latex competitors.  
14  Replies to question 10 of Q1 - Questionnaire to VP Latex customers and replies to question 7 of Q 4 - 
Questionnaire to VP Latex competitors . 
15  Replies to question 10 of Q1 - Questionnaire to VP Latex customers.  
16  Replies to question 7 of Q4 - Questionnaire to VP Latex competitors.  
17  See case M.5355 - BASF/CIBA , decision of 12.03.2009 and case IV/M.751 - Bayer/Hüls , decision of 
03.07.1996.  
18  Form CO, paragraph 6.73 et seq . 
 
 
7 and that the cost of shipping from France to Shanghai is around [0-5]% of the 
average final sales price in the EEA.   
(28) Second, the Notifying Party considers that trade flows have increased since the 
Commission’s decision in Bayer/ Hüls . It points out that  Omnova and Synthomer 
ship a significant proportion of their EEA VP Latex production to customers outside 
of the EEA ( [70-80]% and [30-40]% respectively), while some Asian manufacturers 
(e.g. Jubilant of India) have begun selling into the EEA. The Notifying Party also 
explains that all sales to the US are imports given that there are no VP Latex plants 
in the US; [business secret regarding Omnova's sales and production strategies ].  
(29) Third, the Notifying Party submits that many VP  Latex customers (su ch as tyre cord 
dippers or tyre manufacturers) are multinational companies with factories 
worldwide. It argues that these customers negotiate  supply agreements comparing 
terms and conditions on a worldwide basis, frequently adjust pricing, and can and do 
arbitrage across the globe as they can gradually shift their purchases and production 
across regions.  
(30) Finally, it argues that VP Latex is also  imported into the EEA indirectly in the form 
of finished (already -dipped) tyre cord. The Notifying Party estimates that 
[confidential information regarding the Notifying Party's internal analysis/estimate 
regarding the percentage of the total VP Latex dem and in the EEA that VP Latex 
imported through finished tyre cord represents ]. 
The Commission’s assessment  
(31) The results of the market investigation did not confirm the view of the Notifying 
Party, but rather point ed to the existence of an EEA -wide market for  VP Latex.  
(32) First, while the Parties may export VP Latex outside the EEA, their sales into the 
EEA are very limited . Moreover, imports of VP Latex in the EEA are limited. Very 
few EEA end -customers responding to the market investigation indicated that they 
source VP Latex from suppliers outside the EEA, in line with the Notifying Party’s 
estimate that imports account for a small proportion of sales in the EEA ( around or 
less than 10% in 2018 , see Table 1 below).19 Moreover, those  respondents who do 
procure VP  Latex from outside the EEA confirmed that they do not rely on non -EEA 
suppliers as their primary supplier, procuring only a small part of their needs from 
them (typically 10 -15%).20 
(33) Second , the majority of EEA end -customers indicated that it was important for their 
supplier’s factory to be close to their production plants to manage costs, lead time 
and business continuity.21 This is supported by the fact that respondents typically 
require just -in-time delivery or hold stock to cover their short -term needs.22 
                                                 
19  Replies to questions 12 and 22 of Q1 - Questionnaire to VP Latex cus tomers. In addition, the non -EEA 
based suppliers who responded confirmed that their sales to the EEA are negligible – see replies to 
question 5 of Q4 - Questionnaire to VP Latex competitors.  
20  Replies to question 12 of Q1 - Questionnaire to VP Latex custo mers.  
21  Replies to question 15 of Q1 - Questionnaire to VP Latex customers, as well as the non -confidential 
minutes of three separate calls with VP Latex customers, two on  5 November 2019  and the third on 7 
November 2019.  
22  Replies to question 21 of Q1 - Questionnaire to VP Latex customers.  
 
 
8 (34) Third , a clear majority of EEA end -customers indicated that there were barriers to 
procuring VP Latex from other regions, in particular long delivery periods, sizeable 
transport costs, concerns around ensuring the security of supply, as well as the risk 
that the product may be damaged in transit.23 Suppliers responding to the market 
investigation agreed and identified similar barriers. In particular, transport costs were 
identified as a key barrier to shipping across regions .24 
(35) Fourth , customers were generall y sceptical or unsure about the credibility of Asian 
suppliers as an alternative in the EEA, with a number of customers raising 
substantial concerns around security of supply, lead time, transport costs and 
quality.25 
(36) Finally , there is no strong evidence th at a hypothetical small but significant and non -
transitory increase in price in the EEA would be unprofitable due to the constraint 
from suppliers outside Europe. EEA end -customers responding to the market 
investigation were split on whether they would con sider importing from outside the 
EEA in the event of such an increase.26 In practice, for the reasons set out in the 
previous  recitals, only limited switching seems likely. Moreover, certain suppliers 
who responded noted that a hypothetical 5 -10% increase i n price in the EEA may not 
be sufficient to offset the high cost of transporting VP Latex from Asia to Europe.27 
(37) In light of the above, the Commission considers that, for the case at hand, the 
relevant geographic market for VP Latex is EEA -wide. Nevertheless, the 
Commission considers that the assessment of the Transaction would not change even 
if the relevant geographic market were considered to be worldwide . 
4.3.2.  Competitive assessment  
(38) Both Parties supply VP Latex  in the EEA  and worldwide . Synthomer  produces VP 
Latex at its plant in Marl (Germany) and Omnova is active through its plants in Le 
Havre (France) and Caojing (Ch ina). The Parties are the only VP Latex 
manufacturers with production plants in the EEA.  
The Notifying Party’s view  
(39) The Notifying Party’s estimates of the Parties’ and their largest competitors’ market 
shares worldwide and in the EEA are as follows.   
                                                 
23  Replies to question 16 of Q1 - Questionnaire to VP Latex customers, as well as the non -confidential 
minutes of three separate calls with VP Latex customers, two on 5 November 2019  and the third on 7 
November 2019.  
24  Replies to questions 12 and 13 of Q4 - Questionnaire to VP Latex competitors.  
25  Replies to question 35 of Q1 - Questionnaire to VP Latex customers, as well as the non -confidential 
minutes of three separate calls with VP Latex customers, two on 5 November 2019  and the third on 7 
November 2019 respectively.  
26  Replies to question 17 of Q1 - Questionnaire to VP Latex customers.  
27  Replies to question 14 of Q4 - Questionnaire to VP Latex competitors.  

 
 
10 Parties in the market for the supply of VP Latex in the EEA, corresponding to the 
creation or strengthening of a dominant position. The market investigation 
confirmed these estimates – virtually all customers identified either Omnova or 
Synthomer as the largest supplier in the EEA and most identified one of the Parties 
as the largest player worldwide.30 
(44) Second, the Transaction would elimi nate an important competitive force as the 
Parties are close competitors. Other than Omnova, Synthomer is the only supplier of 
VP Latex with manufacturing capability in the EEA. The market investigation 
showed that customers and competitors consistently id entify Synthomer and 
Omnova as each other’s closest competitor in the EEA and worldwide. Respondents 
cited the grades offered, quality of products, pricing and their location as reasons 
why the Parties are close competitors.31  
(45) Third, other than Synthomer, there is only a limited constraint on Omnova in the 
EEA. As outlined above in recital  35, while Asian suppliers do sell to some 
customers in the EEA, the market investigation did not support the Notifying Party’s 
arguments that they pose a strong constrain t on the Parties. Indeed, Asian suppliers 
responding to the market investigation consider that they are only “rarely” or 
“sometimes” able to win business from or against the Parties in the EEA.32 Most 
EEA end -customers confirmed that they did not have suppl iers other than Synthomer 
or Omnova qualified and that in the last three years they had not considered sourcing 
VP Latex from any suppliers other than Synthomer or Omnova to meet their EEA 
demand.33 Moreover, there was limited evidence in customers’ responses that dipped 
cord could act as a constraint on the merged entity, and few customers were aware of 
VP Latex suppliers who had recently entered or were intending to enter the market 
for VP Latex in  the EEA.34 
(46) Finally, and consistent with all of the above, the results of the market investigation 
showed that customers were concerned about the impact of the Transaction, in 
particular in the EEA. The vast majority of EEA end -customers confirmed that it i s 
important to be able to source VP Latex from more than one production plant (and 
supplier), to ensure the security of supply and competitiveness of suppliers’ offers.35 
Accordingly, the majority of EEA end -customers were concerned that there would 
not be sufficient choice of suppliers in the EEA post -Transaction and expected the 
Transaction to result in price increases in the EEA.36 Worldwide, while customers 
considered that there would be a sufficient number of suppliers, most respondents 
that expressed a view considered that price increases were likely.37 Moreover, a 
                                                 
30  Replies to question 28 of Q1 - Questionnaire to VP Latex customers.  
31  Replies to questions 30, 31 and 32 of Q1 - Questionnaire to VP Latex customers and to questions 17 
and 18 of Q4 - Questionnaire to VP Latex competitors.  
32  Replies to question 19 of Q4 - Questionnaire to VP Latex competitors.  
33  Replies to questions 22 and 33 of Q1 - Questionnaire to VP Latex customers as well as the non -
confidential minutes of two separate calls with VP Latex customers, dated 5 November 2019 a nd 5 
November 2019.  
34  Replies to questions 26, 27, 36 and 37 of Q1 - Questionnaire to VP Latex customers.  
35  Replies to questions 23 and 24 of Q1 - Questionnaire to VP Latex customers.  
36  Replies to questions 38 and 40 of Q1 - Questionnaire to VP Latex c ustomers. In this regard, e nd 
customers explained that the sourcing of  VP Latex generally represents a n important part  of their costs, 
replies to question 28 of Q1 - Questionnaire to VP Latex customers.  
37  Replies to questions 39 and 41 of Q1 - Questionnaire to VP Latex customers.  
 
 
11 number of EEA end -customers were concerned that the Transaction would endanger 
their security of supply, as there would not be any EEA -based alternative to the 
merged entity and few (if any) cr edible alternatives for customers requiring VP 
Latex for their plants in the EEA.38 
(47) In light of the above, the Commission considers that the Transaction raises serious 
doubts as to its compatibility with the internal market as regards the market for VP 
Latex in the EEA (and would also do so if the relevant geographic market were 
instead considered to be worldwide).  
4.4. Carboxylated nitrile butadiene latex  (XNBR)   
4.4.1.  Market definition  
(48) XNBR is an aqueous emulsion polymer of acrylonitrile -butadiene, stabilized with 
antioxydants. It is  mainly used in the production of rubber gloves, but also in  other 
applications  such as  the binding of nonwoven fabrics and the production of textile 
and rubber goods.  Its good resistance to other chemicals (such as water, oils, fats, 
greases, alcohols as well as various solvents), and high abrasion and tear resistance 
make it commonly used in applications requiring the material to perform its 
elastomeric function in the presence of chemical agents.  
(49) Glove dipping39 represents 96% of all XN BR consumption worldwide, with 
customers mainly located in South -East Asia. However, the glove -dipping 
application only represents 25% of the XNBR consumption in the EEA.  
(50) XNBR’s chemical composition is distinct from non-carboxylated nitrile butadiene 
latex  (“NBR Latex”) as well as nitrile butadiene rubber (“ NBR Solid ”), because the 
manufacturing process es of these two products do not involve a carboxylation step.  
4.4.1.1.  Product market  definition  
Commission’s precedents  
(51) In Bayer/Hüls , the Commissi on referred specifically to nitrile butadiene latex but did  
not consider the product market definition in any depth and did not set out whether it 
was referring to NBR (non -carboxylated) latex or XNBR (carboxylated) latex.40 
However, in the context of XSBR (discussed i n section 4.5) the Commission has 
drawn a distinction between carboxylated and non -carboxylated products .41  
 
(52) Moreover, in previous cases, t he Commission has consistently defined product 
markets according to the type of latex dispersion (i.e. chemical compo sition) and 
                                                 
38  Replies to question 42 of Q1 - Questionnaire to VP Latex customers as well as the non -confidential 
minutes of three separate calls with VP Latex customers, two on 5 November 201 9 and the third on 7 
November 2019.  
39  The manufacturing process for latex gloves involves the dipping of hand -shaped forms into latex. The 
subsequent drying of these dipped forms gives shape to the glove. XNBR is used for this purpose to 
manufacture medic al examination gloves with strong resistance to chemicals and a low weight.  
40  See case IV/M.751 - Bayer/Hüls , decision of 03.07.1996.  
41  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
 
 
12 also by application.42 The Commission found that there was no need to further  divide  
the markets  according to the grade qualities of the latex dispersions.43  
The Notifying Party’s view  
(53) The Notifying Party submits that XNBR is distinct from NBR Latex, because as 
specialty products with different chemical properties they address different specific 
customer needs with no demand -side substitutability between them.44  
(54) In addition, the Notifying Party argues that there is very little supply -side 
substi tutability between the se two products, because the production of NBR Latex 
requires specific know -how that not all XNBR manufacturers possess. Illustratively, 
[business secret regarding production process and business strategy of Notifying 
Party ]. 
(55) For the same reason, the Notifying Party also submits that XNBR is distinct from 
NBR Solid (which consists of coagulated, dried and ground NBR Latex).  
(56) In addition, the Notifying Party considers that there is only limited substitutability 
between the different applications of XNBR (glove -dipping, rubber goods, 
nonwovens, textile and others) . It claims that demand -side substitutability is limited 
as each customer/application requires specific properties. It explains that there is 
some supply -side substitutability  (as all XNBR grades are made on technically 
similar equipment and are produced by tweaking the inputs and process),45 but that 
this supply -side substitutability can only be effective to the extent that a supplier has 
developed the grades that are needed to  fit the specific requirements of customers for 
different applications.46   
The Commission’s assessment  
(57) The results of the market investigation confirmed that the vast majority of customers 
do not consider XNBR to be substitutable with any other types of la tex dispersion.47 
In particular, none of the customers that  considered potential substitutability between 
XNBR and other types of latex dispersions  identified  NBR as a substitute for XNBR.  
(58) The market investigation  also brought some indication that a segmentation by 
application could be relevant in the case of XNBR. In particular, the majority of 
                                                 
42  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; M.5355 - BASF/CIBA , decision of 
12.03.2009; M. 5424  - Dow/Rohm and Haas , decision of 08.01. 2009; and M.1993 - Rhodia/Raisio /JV, 
decision of 20.07.2000.  
43  See case M.5355 - BASF/CIBA , decision of 12.03.2009.  
44  Form CO, paragraph 6.136 et seq . 
45  However, the Notifying Party submits that not all XNBR suppliers can produce XNBR for the glove -
dipping industry due to the scale and capacity required to compete for glove -dipping customers and 
very high industry standa rds set by these customers. Accordingly, the Notifying Party notes that 
Omnova [business secret regarding production process and business strategy of Omnova ]. 
46  The Notifying Party submits, by way of example, that it would take [ business secret regarding 
Notifying Party's expected production cost and time required to produce a grade of XNBR ]. 
47  Replies to questions 6 and 7 of Q2 - Questionnaire to XNBR customers.  
 
 
13 customer s do not consider that any type  of XNBR can be used for the production of 
the end -products they manufacture .48  
(59) Finally , as regard s a potential segme ntation of the market by grade, t he market 
investigation did not bring to light any indication that would contradict the 
Commission's earlier  practice not to further segment the market  for XNBR  according 
to the grade qualities.  
(60) In view of the above, the di stinction between XNBR for different applications 
appears relevant. However, for assessing the  Transaction, the exact scope of the 
product market definition can be left open since the Transaction does not give rise to 
serious doubts as to its compatibility  with the internal market under any of the two 
above -mentioned alternative market definitions (XNBR as a single product or sub -
segmented by applications, namely: glove dipping, textile, non -woven, rubber goods  
and others ).  
4.4.1.2.  Geographic market  definition  
Commission’s precedents  
(61) The Commission has previously considered the relevant geographic market for all 
types of synthetic latex products (and more specifically for nitrile butadiene latex) to 
be EEA -wide.49  
The Notifying Party’s view  
(62) The Notifying Party argues that the relevant market for XNBR is worldwide  since 
the costs of shipping XNBR Latex overseas are low , the shelf life of XNBR (6 -12 
months  according to the Notifying Party ) makes it suitable for worldwide shipment, 
there are no r egulatory barriers to selling in the EEA , and the market addresses 
global customers, mainly in the glove -dipping segment, with sophisticated buying 
processes, who have the ability to source worldwide .50  
(63) Moreover, Omnova and Synthomer ship significant volum es of XNBR  produced at 
their EEA plants to customers based outside the EEA  ([10-20]% and more than [60-
70]%, respectively) . They are also aware  that EEA customers purchase (or have 
purchased) imported XNBR  for niche applications from various Asian (Japanese, 
Korean and Indian) suppliers.   
(64) The Notifying Party also emphasises that the EEA market for XNBR is very small 
(EUR 14 million, representing around 1% of worldwide sales) . It argues that this is 
because major customers (and the glove -dipping indu stry generally, which accounts 
for the vast majority of XNBR sales) are mainly located in Asia and that these 
customers source globally. This explains the low level of imports of XNBR into the 
EEA.  The Notifying Party further argues that the apparent low i nterest of non -EEA 
suppliers for selling into the EEA might also be a result of the moderate price levels 
                                                 
48  Replies to question 8 of Q2 - Questionnaire to XNBR customers.  
49  See case M.5355 - BASF/CIBA , decision of 12.03.2009 and case IV/M.751 - Bayer/Hüls , decision of 
03.07.1996.  
50  Form CO, paragraph 6.156 et seq. For example, the cost of shipping from a plant in India to a customer 
in the EEA or vice versa is estimated to be around [0-5]-[5-10]% of the average final sales price.  
 
 
14 for XNBR in the EEA, as the threat of imports acts as a disciplin ing factor within the 
EEA.  
The Commission’s assessment  
(65) The market investigation confi rmed that the geographic market is likely to be EEA -
wide, but also provided indications that the market could be wider in scope. While 
EEA customers currently procure limited quantities of XNBR from outside the 
EEA,51 the majority of them indicated they wou ld consider procuring XNBR from 
outside the EEA in the event of a hypothetical small but significant and non -
transitory increase in price in the EEA .52 Some customers explained that they are 
price sensitive, so they might instead turn to suppliers in China,  Japan, India, Russia, 
Brazil or the US.53  
(66) However, other aspects of the market investigation pointed towards a narrower, 
EEA -wide relevant  geographic market.  
(67) First, most XNBR customers that responded to the market investigation consider it 
important to be supplied by a production plant close to their plants, because 
transportation costs, lead -time, security of supply and the shelf -life of XNBR 
(estimated by customers to be  6 months) typically dictate where they procure from .54 
(68) Second, m ost customers indicated that there are barriers to procuring XNBR across 
regions. T ransport costs, long delivery periods, import/export tariffs  and security of 
supply  were mentioned among such  barriers . Regulatory barriers (REACH 
compliance) as well as the product’s technical characteristics (temperature variations 
can affect the quality of XNBR) were also listed among the reasons why EEA  
customers cannot easily procure from outside the EEA .55   
(69) Moreover, most  customers that responded to the market investigation were sceptical 
or unsure about whether Asian suppliers are a credible alternative for the supply of 
XNBR in the EEA .56 
(70) In any event,  for  the purposes of assessing the Transaction, the exa ct scope of the 
geographic market definition can be left open since under all above -mentioned  
plausible alternative geographic market definitions, (worldwide or EEA -wide ), the 
conclusion of the Commission as to the compatibility of the Transaction with the  
internal market will remain unchanged.  
4.4.2.  Competitive  assessment  
(71) Both Parties supply XNBR  in the EEA  and worldwide . Synthomer produces XNBR 
at its plant s in Langelsheim (Germany) , Filago (Italy) , Pasir Gudang (Malaysia) and 
                                                 
51    Replies to question 11 of Q2 - Questionnaire to XNBR customers.  
52    Replies to question 16 of Q2 - Questionnaire to XNBR customers as well as the non -confidential 
minutes of a call with a XNBR customer , dated 12  December 2019.  
53    Replies to question 16 of Q2 - Questionnaire to XNBR customers as well as the non -confidential 
minutes of a call with a XNBR customer , dated 12 December 2019.  
54    Replies to question 14 of Q2 - Questionnaire to XNBR customers.  
55    Replies to question 15 of Q2 - Questionnaire to XNBR customers.  
56    Replies to question 34 of Q2 - Questionnaire to XNBR customers.  

 
 
16 (75) Accordingly , the Notifying Party submits that Omnova only exerts a very limited 
competitive constraint on Synthomer for XNBR in the EEA. It explains that t he 
Parties  have next to no XNBR cus tomers in common in the EEA  – only [redacted ] 
customers  in 2018  out of the Parties’ combined total of more than [redacted ] 
customers in the EEA .58 Indeed,  the Notifying Party explains that [business secret 
regarding Omnova's business strategy ]. The Notifying Party adds that Omnova’s 
capacity for the manufacture of XNBR at its Le Havre plant is much s maller than 
Synthomer’s capacity and therefore Omnova cannot exert a meaningful constraint on 
Synthomer at EEA level.59 The Notifying Party claims t hat the fact that Omnova is 
not mentioned among Synthomer’s competitors for XNBR in Synthomer’s internal 
documents supports this view.  
(76) Finally , the Notifying Party claims that , for these applications,  Synthomer  is 
constrained in the EEA by significant  non-EEA XNBR manufacturers. In particular , 
in the textiles application, Synthomer has lost a customer to the South Korean 
chemical manufacturer Kumho in 2019  – the volumes lost to Kumho are twice as big 
as Omnova’s total sales in the textile segment  in the EEA  in 2018 . The Notifying 
Party argues that other major global players such as Nantex, LG Chem, Shin Foong, 
Bangkok Synthetics, Apcotex, Jubilant and Emerald are currently selling or are well -
placed to sell to customers in the EEA, taking  advantage of low pr oduction costs and 
low transportation costs and use local distributors to sell their products into the EEA.  
The Commission’s assessment  
(77) As can be seen from Table 2 , under all plausible product market definitions at 
worldwide level, the Parties’ market shar es would remain limited (< [20-30]%) with 
a negligible  increment of [0-5]% and a HHI increment of <[redacted ]. The market 
investigation supported the Notifying Party’s argument that a number of competitors 
will remain at worldwide level post -Transaction.60 Therefore,  the Commission 
considers that the Transaction does not  raise competition concerns in relation to 
XNBR (whether or not segmented by application) at worldwide level . 
(78) At EEA level, the market investigation confirmed the Notifying Party’s claim that  
Synthomer and Omnova only exert a limited competitive constraint on each other , 
for the following reasons .  
(79) First, the market investigation revealed that multi -sourcing is not an important factor 
for XNBR customers. Most customers do not consider it impor tant to source XNBR 
from more than one supplier, and hardly any respondents have more than one 
supplier qualified for the supply of this product .61 The very few respondents who do 
procure from more than one supplier source over 90% of their needs from one s ingle 
                                                 
58  For completeness, one further customer discontinued its purchases from Synthomer during the course 
of 2018.  
59  Omnova’s Le Havre plant has XNBR capacity of [redacted ] kt, of which [ redacted ] kt is used to supply 
customers in the rubber goods segment in which Synthomer is not active in the EEA. Omnova has no 
other XNBR production facilities worldwide. In contrast, Synthomer’s XNBR capacity is almost 20 
times larger in the EEA ([ redacted ] kt), and more than 200 times larger worldwide ([ redacted ] kt).  
60  Replies to questions 25 and 26 of Q2 - Questionnaire to XNBR customers.  
61  Replies to questions 21, 22 and 23 of Q2 - Questionnaire to XNBR customers.  
 
 
17 supplier , only using the other supplier as a back -up.62 A number of EEA customers 
indicated that the volumes they procure are too low to justify multi -sourcing.63   
(80) Second , the results of the market investigation confirmed that the Parties are not 
close competitors  and that they only pose a limited constraint on each other in the 
EEA . When asked to identify the closest alternatives to Synthomer’s products in the 
EEA, the majority of customers that responded explained that there were no close 
alternative s or that they were not aware of any, and that the same is true in relation to 
Omnova’s products.64 This is in line with the Notifying Party’s submissions 
regarding the very different focus of the Parties’ XNBR activities in the EEA (i.e. 
only a minimal ove rlap by application)  and the lack of substitutability across XNBR 
for different applications . Accordingly, customers generally did not express strong 
views regarding the impact of the Transaction on the availability of a sufficient 
number of suppliers or o n prices in the EEA.65 Only two customers considered that 
the Transaction may lead to a lack of choice of suppliers for XNBR customers in the 
EEA . However, both of these customers confirmed that they could turn to several 
suppliers based outside the EEA as an alternative to the merged entity.66 
(81) Third, it appears that non -EEA XNBR manufacturers do constrain the Parties to 
some extent. The majority of EEA end -customers stated that they would consider 
procuring XNBR from outside the EEA in the event of a hypothe tical small but 
significant and non -transitory increase in price in the EEA.67 A number of global 
competitors have sufficient capacity and are well -placed to supply XNBR to the 
EEA. In particular, Kumho, the largest player worldwide, is already selling in t he 
EEA via a European distributor and has won significant business from Synthomer in 
the EEA.68 Moreover, Nippon Zeon until recently (2016) produced XNBR in the UK 
and now supplies EEA customers from Japan,69 as well as having offices, 
warehouses and distrib utors in Europe.  
(82) In light of the limited increment, the evidence of scarce actual competition between 
the Parties, as well as the lack of concerns expressed in the course of the market 
investigation, the Commission considers that the Transaction does not  raise serious 
doubts as to its compatibility with the inte rnal market on the market for XN BR or 
any of its potential sub -segments at either EEA or worldwide level .  
 
                                                 
62  Replies to questions 11 and 22 of Q2 - Questionnaire to XNBR customers.  
63  Replies to question 22 of Q2 - Questionnaire to XNBR customers.  
64  Replies to questions 27.1 and 28.1 of Q2 - Questionnaire to XNBR customers as well as the non -
confidential minutes of a call with a XNBR customer, dated 12 December 2019.  
65  Replies to questions 38 and 40 of Q2 - Questionnaire to XNBR customers.  
66  Replies to questions 16 and 16.1 of Q2 - Question naire to XNBR customers as well as the non -
confidential minutes of a call with a XNBR customer, dated 12 December 2019.  
67  Replies to question 16 of Q2 - Questionnaire to XNBR customers as well as the non -confidential 
minutes of a call with a XNBR customer , dated 12 December 2019.  
68  The Notifying Party explains that Synthomer lost a textiles customer to Kumho in 2019, representing c.  
[redacted ] wet metric tonnes, i.e. twice the size of all of Omnova’s  sales of XNBR in the textile 
application in the EEA in 2018.  
69  According to the Notifying Party’s market intelligence.  
 
 
18 4.5. Carboxylated styrene butadiene latex (XSBR)  
4.5.1.  Market definition  
(83) XSBR is an aqueous emulsio n polymer of styrene and butadiene used predominantly 
in the paper and carpet -backing industries.  
4.5.1.1.  Product market  
Commission’s precedents  
(84) In previous cases, the Commission identified a separate product market for XSBR,70 
and considered narrower segments by a pplication .71 In these previous cases, the 
Commission based its assessment on XSBR used for paper applications  as the 
narrowest plausible market definition , but did not specifically define separate XSBR 
product markets by application  as those concentrations  did not give rise to serious 
doubts with regards to XSBR regardless of the product market definition used .72 The 
Commission also considered a further sub -segmentation within applications by grade 
qualities, but has in the past concluded against doing so.73 Finally, the Commission 
has previously considered whether SA and XSBR should be considered to form one 
market, but has concluded against it .74  
The Notifying Party’s view  
(85) The Notifying Party considers that XSBR should not be sub -segmented by 
application, because the product is the same across many applications and there is 
strong supply -side substitutability between XSBR products for different 
applications.75  
(86) The Notifying Party further argues that XSBR can be substitutable or face 
constraints from other p roducts with different chemical compositions ( such as  SA) 
or even other non-chemical technologies  (such as thermal or mechanical bonding for 
XSBR in the non -woven application) . It therefore submits that XSBR and SA, on the 
one hand, and XSBR and non -chemic al bonding technologies for nonwovens, on the 
other, may comprise plausible product markets, while noting that, i n any event, the 
precise definition of the relevant product market can be left open.  
The Commission’s assessment  
(87) The market investigation provided indications that an overall market for XSBR 
would be appropriate , without the need for further segmentation.76 As regards 
                                                 
70  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
71 See cases M.5927 - BASF/Co gnis, decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
72 See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
73  See case M.5355 - BASF/CIBA , decision of 12.03.2009.  
74  See case s M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
75  Form CO, paragraph 6.26 et seq.  
76   Replies to questions 7 - 10 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
 
 
19 segmentation by application, the market investigation supported the claim that there 
is a strong supply -side substitutability between different grades and applications of 
XSBR. XSBR of different grades and applications are produced using the same 
manufacturing process , technology, equipment and production line s, with limited 
time required to switch.77 The market investigation was overall inconclusive on 
demand -side substitutability for XSBR across different applications.78 
(88) However, t he market investigation did not support  the Notifying Party’s claim that 
XSBR faces constraints from other products with different chemical compositions  
(such as  SA) or even other non-chemical technologies . The majority of customers 
that responded to the market investigation consider that other latex dispersion s 
(including SA)  could not be used as a substitute for XSBR.79 Similarly, the market 
investigatio n did not reveal strong supply -side substitutability between XSBR and 
SA.80  
(89) In any event, for the purposes of assessing the  Transaction the exact scope of the 
product market definition can be left open since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market under any of the  two 
above -mentioned alternative market definitions (XSBR as a single product or sub-
segmented by applications).   
4.5.1.2.   Geographic market  
Commission’s precedents  
(90) The Commission has previous ly considered the relevant geographic market for all 
types of synthetic latex products to be EEA -wide.81  
The Notifying Party’s view  
(91) The Notifying Party submits that there have not been any significant changes in the 
geographic market for XSBR since the Com mission’s decision in BASF/CIBA  and 
that the relevant geographic market for XSBR is EEA -wide.82  
The Commission’s assessment  
(92) The market investigation did not provide the Commission with strong reasons to 
depart from its  previous practice.83 Therefore, the Commission considers that, for the 
case at hand, the relevant geographic market for X SBR is EEA -wide. Nevertheless, 
the appropriate geographic market definition can be left open, given that the 
Transaction would not raise serious doubts regarding the marke t for X SBR 
regardless of whether the market is considered EEA -wide or worldwide.  
                                                 
77  Replies to question 6 of Q6 - Questionnaire to XSBR, SA and HS -SB competitors.  
78  Replies to question 9 of Q3 - Questionnaire to XSBR, SA and HS -SB customers  
79  Replies to question s 7 and 8  of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
80  Replies to question 9 of Q6 - Question naire to XSBR, SA and HS -SB competitors.  
81  See M.5355 - BASF/CIBA , decision of 12.03.2009.  
82  Form CO, paragraph 6.36 et seq.  
83  Replies to question 12 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  

 
 
21 narrow segmentation the Parties market shares would be less than [30-40]% 
(Synthomer: [5-10]%, Omnova [20-30]%). The HHI post -Transaction will remain 
below [redacted ], with a HHI increment below [redacted ]. A number of competitors 
will compete  with the merged entity, including BASF, Mallard Creek and  Trinseo. 
Therefore , under a worldwide geographic market definition, the Transaction would 
not be likely to raise competition concerns irrespective of the product market 
definition considered.  
(96) On th e overall market for the supply of XSBR (all applications)  in the EEA , the 
Parties would continue to face competition from a number of strong XSBR 
suppliers. Moreover, the increment from the Transaction would remain marginal ( [0-
5]%) with a HHI increment o f <[redacted ]. Therefore, the Commission considers 
that the Transaction does not raise competition  concerns in relation to the  overall 
XSBR market in the EEA.  
(97) If the market is segmented by application, the Parties significantly overlap only in 
the market for XSBR for nonwoven applications in the EEA. T he market 
investigation confirmed the Notifying Party’s claim that Synthomer and Omnova are 
not close competitors . Most notably, it confirmed that  Omnova is considered to be of 
limited importance  in the EEA  with [business secret regarding Omnova's production 
facilities ], and it only supplies one customer, as a result of [business secret 
regarding Omnova's business strategy ]. In any event, it is likely  that post -
Transaction a sufficient number of competitors wi ll exercise  competitive  constrain ts 
on the merged entity in the market for XSBR for nonwoven applications in the 
EEA.88 The market investigation also confirmed that Synthomer is not a credible 
competitor to Omnova for the sole customer that Omnova supplies in the EEA.89  
 
(98) In light of the above, the Commission considers that the Transaction does not  raise 
serious doubts as to its compatibility with the inte rnal market on the market for 
XSBR or any of its potential sub -segments at either EEA or worldwide level .  
 
4.6. Styrene acrylic (SA)  
4.6.1.  Market definition  
(99) SA is a copolymer of styrene monomers with acrylic acid esters.  It is mainly used in 
paints and coatings, as well as paper, and is also used in printing inks, floor polishes, 
adhesives (for ceramic tile, laminatin g, and cold  sealing), sealants and caulks, 
cement additives, mortar mixes, self -levelling floor screeds, concrete roof tile and 
fibrocement coatings, flexible roofing membranes, elastomeric crack -bridging wall 
coatings, and nonwoven fabric applications .  
                                                 
88  Replies to questions 15, 17 to 23, 25 and 26 of Q3 - Questionnaire to XSBR, SA and HS -SB customers 
and replies to questions 5, 12 -14 of Q6 - Questionnaire to XSBR, SA and HS -SB competitors.  
89  Non-confidential minutes of a call with a XSBR customer, dated 7 November 2019.  
 
 
22 4.6.1.1.  Product market  
Commission’s precedents  
(100)  The Commission has previously identified a separate product market for SA,90 and 
considered narrower segments by application, notably the paper application.91 In 
these previous cases, the Commission based its assessment on SA used for paper 
applications  as the narrowest plausible market definition , but did  not specifically 
define separate product markets by application .92 The Commission also considered a 
further sub-segmentation within applications by grade qualities, but concluded 
against doing so.93 Finally, the Commission previously considered whether SA and 
XSBR are part of the same  market, but concluded against it .94 
The Notifying Party’s view  
(101)  The Notifying Par ty agrees with the previous assessment of the Commission and 
provided market share data on the basis of all plausible market definitions ( on the 
basis of an overall market for SA, a segmentation by application and a market 
encompassing both XSBR and SA).95 
The Commission’s assessment  
(102)  The results of the market investigation clearly indicate  that SA is not substitutable 
with other types of latex dispersion  (including XSBR) .96 As regards a segmentation 
by application, while the majority of customers consider that such segmentation is 
not necessary,97 some of them indicate that they could not use another type of SA for 
the manufacture of their end -products. On the supply -side, all competitors that 
expressed a view  use the same manufacturing equipment to produce different grades 
of SA, thus suggesting strong supply -side substitutability across different 
applications .98 
(103)  In any event, the Commission considers that, for the purpose of the present case, the 
exact scope of the product market definition for SA can be lef t open, since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market, regardless of the product market definition (i.e. an overall market for SA or a 
segmentation by application).   
                                                 
90  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
91  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
92 See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009.  
93  See cases M.5355 - BASF/CIBA , decision of 12.03.2009; and M.5424 - Dow/Rohm and Haas , decision 
of 08.01. 2009. 
94  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010 ; and M.5355 - BASF/CIBA , decision of 
12.03.2009 . 
95  Form CO, paragraph 6.181 et seq.  
96   Replies to questions 28 and 29 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
97   Replies to question 31 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
98   Replies to question 20 of Q6 - Questionnaire to XSBR, SA and HS -SB competitors.  
 
 
23 4.6.1.2.   Geographic market  
Commission’s precedents  
(104)  The Commission has previously considered the relevant geographic market for SA 
to be EEA -wide.99  
Notifying Party’s view  
(105)  The Notifying Party agrees with the previous assessment of the Commission.100 
The Commission’s assessment  
(106)  The market investigation did not provide any indications suggesting that the 
Commission should depart from its past decisional practice.101 
(107)  In any event, the Commission considers that, for the purpose of the present case, the 
exact scope of the geographic market defini tion for SA  and its sub -segments  can be 
left open, since the Transaction does not raise serious doubts as to its compatibility 
with the internal market, regardless of the geographic market definition (i.e. EEA or 
worldwide).  
4.6.2.  Competitive assessment  
(108)  Both Parties are active in the production of SA and sell it into the paints and 
coatings, nonwoven and construction applications , amongst others .  
(109)  The Transaction does not give rise to any affected SA market at worldwide level 
under any plausible product market definition. At EEA level, t he Transaction  does 
not give rise to an affected market if the relevant product market is considered to be 
SA for all applications, and only gives rise to one horizontally affected market , 
namely the market for the supply of SA  for paints and coatings in the EEA , when 
considering SA by applications .  
(110)  According to the Notifying Party’s estimates, in this market  the Parties had a 
combined market share of [20-30]% in volume in 2018, with a  limited increment of 
[0-5]% from  Omnova  and a HHI increment of < [redacted ].102 On this market, the 
merged entity would continue to face competition from  a number of  strong 
competitors, such as BASF ( [20-30]%) and Dow Chemical ( [10-20]%), as well as 
other smaller players.  
(111)  More generally, the results of  the market investigation confirmed that the Parties are 
not particularly close competitors  for the supply of SA ,103 both in terms of 
                                                 
99  See cases M.5927 - BASF/Cognis , decision of 30.11.2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009; and M.1467 - Rohm&Haas/Morton , decision of 19.04.1999; and M.1097 - Wacker/Air 
Products , decision o f 04.08.1998; and M.751 - Bayer/Hüls , decision of 03.07.1996.  
100  Form CO, paragraph 6.188 et seq.  
101  Replies to questions 33 and 33.1 of Q3 - Questionnaire to XSBR, SA and HS -SB customers and replies 
to questions 18, 24 and 24.1 of Q6 - Questionnaire to XS BR, SA and HS -SB competitors.  
102  According to the Notifying Party’s estimates, t he market shares of the Parties did not substantially 
differ in the past three years  and m arket shares in value would not substantially differ from market 
shares in volume . 
103  Replies to question 38.1 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
 
 
24 geographic coverage and in terms of product offering ,104 even with in the paints and 
coatings application . The majority of mark et participants responding to the market 
investigation did not identify Omnova within  the top five suppliers of SA for paints 
and coatings  in the EEA.105 
(112)  Finally, the vast majority of customers who responded to the market investigation 
confirmed that they will continue to have a number of alternative suppliers from 
which to procure SA post -Transaction.106 
(113)  In light of the above, the Commission considers that the Transaction does not raise 
serious doubts  as to its compatibility with the internal market in relat ion to the 
supply of SA under any plausible definition, including in the supply of SA for paints 
and coatings in the EEA . 
4.7. High solids styrene butadiene (HS -SB)  
4.7.1.  Market definition  
(114)  HS-SB is a type  of emulsion -polymerised latex. It is primarily used for carpe t 
backing and moulded foam products (such as mattresses and pillows), but it can also 
be used in other applications, including footwear (insoles), adhesives and sealants, 
construction, tyres, glove dipping, and other rubber goods (e.g. conveyor belts).  
4.7.1.1.  Product market  
Commission's precedents  
(115)  The Commission has not previously analysed the market for  HS-SB. However, in 
previous cases  involving synthetic latexes , the Commission has consistently defined 
product markets according to the type of latex dispersion (i.e. chemical composition) 
and also by application.107 The Commission also found that synthetic latexes should 
not be further segmented  according to the grade qualities of the latex dispersions.108  
The Notifying Party's view  
(116)  The Notifying Party claims that the relevant product market is the overall market for 
HS-SB, without the need for any further segmentation.109  
The Commission's assessment  
(117)  The market investigation generally confirmed the Party’s view. Most customers 
consider that HS-SB is not substitu table with other types of latex dispersion s, and 
that no further segmentation (e.g. by application or grades) is needed .110 On the 
                                                 
104  Replies to question 38.1.1 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
105   Replies to question 35 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
106  Replie s to question 39 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
107  See cases M.5927 - BASF/Cognis , decision of 30.11. 2010; M.5355 - BASF/CIBA , decision of 
12.03.2009; M. 5424  - Dow/Rohm and Haas , decision of 08.01. 2009; and M.1993 - Rhodia/Raisio/ JV, 
decision of 20.07.2000.  
108  See case M.5355 - BASF/CIBA , decision of 12.03.2009.  
109  Form  CO, paragraph 6.204 et seq . 
110   Replies to questions 42 and 43 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
 
 
25 supply -side, competitors that responded to the market investigation generally use the 
same manufacturing equipment to produce different grades of HS-SB, thus 
suggesting strong supply -side substitutability across different HS-SB grades  and 
applications .111 
(118)  In any event, the Commission considers that, for the purpose of the present case , the 
exact scope of the product market definition for HS -SB can be left open, since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market, regardless of the product market definition (i.e. overall market for HS -SB or 
segmentation by application  or grade ).  
4.7.1.2.   Geographic market  
Commission's precedents  
(119)  The Commission has not previously analysed the market for HS -SB. However, the 
Commission has previously considered the relevant geographic market for all types 
of synthet ic latex products to be EEA -wide.112  
The Notifying Party's view  
(120)  In accordance with the general approach of the Commission with respect to synthetic 
latex products,  the Notifying Party submits that the market for HS -SB should be 
defined as EEA -wide.113 
The Commission's assessment  
(121)  The market investigation confirmed that the geographic market is likely to be EEA -
wide, but also provided indications that the market  could be wider  in scope . While  
the majority of EEA customers that responded to the market investig ation indicated 
that they do not consider suppliers based outside the EEA to be  a credible alternative 
source of supply of HS -SB for their EEA -facilities ,114 a number of EEA customers 
do purchase HS-SB from suppliers with production plants outside the EEA  for their 
European needs.115  
(122)  In any event, the Commission considers that, for the purpose of the present case, the 
exact scope of the geographic market definition for HS -SB can be left open, since 
the Transaction does not raise serious doubts as to its compat ibility with the internal 
market, regardless of the geographic market definition (i.e. EEA or worldwide).  
4.7.2.  Competitive assessment  
(123)  The Transaction gives rise to horizontally affected markets at EEA -level and 
worldwide. The Notifying Party estimates that the  Parties’ combined market share in 
the supply of HS -SB in the EEA is [40-50]%, with an increment from Omnova of 
                                                 
111   Replies to question 34 and 36 of Q6 - Questionnaire to XSBR, SA and HS -SB competitors.  
112  See cases M.5927 - BASF/ Cognis , decision of 30.11.2010; and M.5355 - BASF/CIBA , decision of 
12.03.2009; and M.1467 - Rohm&Haas/Morton , decision of 19.04.1999; and M.1097 - Wacker/Air 
Products , decision of 04.08.1998; and M.751 - Bayer/H üls, decision of 03.07.1996.  
113  Form CO, paragraph 6.208 et seq . 
114   Replies to questions 44 and 45 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
115   Replies to question 46 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
 
 
26 less than [0-5]%. At worldwide level, their combined market share is [20-30]%, with 
an increment from Omnova of less than [0-5]%. At both worldw ide and EEA level, 
the HHI increment from the Transaction remains below [redacted ].  
(124)  Omnova’s activities are negligible and do not appear to constrain Synthomer. While 
Synthomer produces and sells HS -SB for various applications, Omnova [business 
secret regarding Omnova's supply sources, quantities produced and sales and 
business strategy ]. In 2018, Omnova  had limited sales of EUR  [turnover ] to [number 
of HS -SB customers Omnova sold to ] EEA customers  and only had sales of EUR 
[turnover ] worldwide (out of total worldwide sales of  HS-SB of EUR [redacted ] 
million) .116 
(125)  The results of the market investigation confirmed that the Parties are not close 
competitors, that Omnova is a minor player and that other suppliers will remain 
active in the EEA  and worldwide (such as Versalis, Synthos and Goodyear) .117  
(126)  In light of the above, the Commission considers that the Transaction does not raise  
serious doubts  as to its compatibility with the internal market  in relation to the 
market for HS-SB, regardless o f whether the market is considered EEA -wide or 
worldwide or segmented by application.  
5. COMMITMENTS  
5.1. Framework for the assessment of the Commitments  
(127)  Where a concentration raises serious doubts as regards its compatibility with the 
internal market, the parties  may undertake to modify the concentration to remove the 
grounds for the serious doubts identified by the Commission. Pursuant to Article 
6(2) of the Merger Regulation, where the Commission finds that, following 
modification by the undertakings concerned, a notified concentration no longer 
raises serious doubts, it shall declare the concentration compatible with the internal 
market pursuant to Article 6(1)(b) of the Merger Regulation.  
(128)  As set out in the Commission’s Remedies Notice,118 the commitments have to  
eliminate the competition concerns entirely, and have to be comprehensive and 
effective from all points of view.119  
(129)  In assessing whether commitments will maintain effective competition, the 
Commission considers all relevant factors, including the type, sca le and scope of the 
proposed commitments, with reference to the structure and particular characteristics 
of the market in which the transaction is likely to significantly impede effective 
competition, including the position of the parties and othe r partici pants on the 
market.120 
                                                 
116  Form CO, paragraph 6.214  
117  Replies to questions 46 to 50 of Q3 - Questionnaire to XSBR, SA and HS -SB customers.  
118  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and un der 
Commission Regulation (EC) No 802/2004, the “Remedies Notice” (OJ C 267, 22.10.2008, p. 1 -27). 
119  Remedies Notice, paragraph 9.  
120  Remedies Notice, paragraph 12.  
 
 
27 (130)  In order for the commitments to comply with those principles, they must be capable 
of being implemented effectively within a short period of time. Concerning the form 
of acceptable commitments, the Merger Regulation gives discretion t o the 
Commission as long as the commitments meet the requisite standard. Structural 
commitments will meet the conditions set out above only in so far as the 
Commission is able to conclude with the requisite degree of certainty, at the time of 
its decision,  that it will be possible to implement them , and that it will be likely that 
the new commercial structures resulting from them will be sufficiently workable and 
lasting to ensure that serious doubts are removed .121 Divestiture commitments are 
normally the be st way to eliminate competition concerns resulting from horizontal 
overlaps.  
5.2. Proposed Commitments  
(131)  In order to render the concentration compatible with the internal market, the 
Notifying Party  submitted a set of commitments under Article 6(2) o f the Merger  
Regulation on 13  December 2019 (the “ Initial Commitments”) , described below .  
(132)  The Commission market tested the Initial Commitments to assess whether they are 
sufficient and suitable to remedy the serious doubts identified in Section 4.3 of this 
Decision. The feedback received during the market test  confirmed that the Initial 
Commitments could in principle remedy the serious doubts identified by the 
Commission, but subject to modification s so as to address a number of specific 
issues described below in recitals 143 - 156. In order to address these issues, the 
Notifying Party submitted revised commitments under Article 6(2) of the Merger 
Regulation on 14 January 2020  (the “Final Commitments ”).  
5.2.1.  Description of the Initial Commitments  
(133)  In order to render the Tra nsaction compatible with the internal market , the Notifying 
Party submitted commitments consisting of the divestiture of Synthomer’s global VP 
Latex business, which is currently operated from its plant in Marl (Germany) and 
sold under the Pyratex brand (th e “Divestment Business”)  to a suitable purchaser 
(the “Purchaser ”).  
 
(134)  The Initial Commitments would be implemented through a  carve -out of the 
Divestment Business  from Synthomer's plant in Marl (Germany).  
 
(135)  The Divestment Business includes assets necessary to manufacture and sell VP 
Latex . In particular, the Divestment Business includes the following main intangible 
and tangible assets:  
 
(a) all tangible manufacturing assets that are exclusively or primarily used by  the 
Divestment  Business;  
(b) all intangible assets (including intellectual property rights, know -how, recipes 
and other information) which are exclusively or primarily used by the 
Divestment Business  (including the Pyratex brand) , and the benefit of 
licenses  to other relevant intangible assets currently used by Synthomer (or 
                                                 
121  Remedies Notice, paragraph 10.  
 
 
28 necessary) to manufacture, sell and use VP Latex  but which are otherwise not  
exclusively or primarily used by the Divestment Business ; 
(c) all raw materials, stocks, works in progress, and se mi-finished and finished 
goods relating exclusively to the Divestment Busines s (and agreed levels of 
other raw materials needed to operate the business when the sale of the 
Divestment Business is closed in line with the Purchaser’s requirements ); 
(d) all licen ces, permits and authorisations issued by any governmental 
organisation for the benefit of the Divestment Business;  
(e) all contracts, commitments and customer orders of the Divestment Business;  
(f) all customer, credit and other records of the Divestment Business;  
(g) any other tangible or intangible assets which the p urchaser may reasonably 
require to successfully complete the transfer of the Divestment Business to an 
alternative production location; a nd  
(h) the personnel needed to run the Divestment Business, namely  (i) an employee 
with product/applications knowledge and customer technical service 
knowledge for VP Latex, (ii)  an employee with manufacturing/operations 
know -how for VP Latex, and (iii) a sa les and marketing/commercial product 
manager for VP Latex, including the Hold Separate Manager . 
(136)  Furthermore , with the aim of ensuring a smooth transfer of the Divestment Business, 
the Notifying Party  committed to offer a number of transitional supply arran gements  
to the Purchaser during the integration process to enable the Divestment Business to 
maintain and grow its sales of VP Latex as well as to facilitate this integration. To 
this end, the Notifying Party will enter into two transitional agreements (together, the 
“Transitional Agreements”):  
(a) a “Transitional Toll Manufacturing Agreement” , under which the Notifying 
Party will continue to manufacture VP Latex at its Marl plant for the 
Purchaser on a tolling basis [cost basis of Transitional Toll Manufact uring 
Agreement ], for a period of up to up to [duration of Transitional Toll 
Manufacturing Agreement ] after the sale of the Divestment  Business,  
(b) a “Transitional Services Agreement”, under which the Notifying Party will 
provide sales and marketing, technica l, logistical, procurement and 
product/manufacturing support to the purchaser ( [cost basis of Transitional 
Services Agreement ]) for a period of up to [duration of  Transitional Services 
Agreement ] (depending on the service ) from the sale of the Divestment  
Business.  
(137)  Each of the Transitional Agreements may be extended for up to  [extended duration 
of Transitional Agreements ] if needed  (depending on the service) . The Purchaser 
will be required to use best efforts to complete the transition  to its own 
manufactur ing as soon as possible.    
(138)  In addition to the standard purchaser requirements contained in t he Commission’s 
template for divestiture remedies, the Initial Commitments provi de that the 
Purchaser must (i)  have the proven capability and incentive to sell VP Latex directly 
 
 
29 or indirectly, (ii) have the proven knowledge of the relevant chemistry , and (iii) 
demonstrate on the basis of its technical and business plan its ability and incentive to 
establish manufacturin g lines for VP Latex (or to integrate it into an existing 
production line) in the EEA in a timely and economic way and continue the 
production of VP Latex in the long run.   
 
(139)  The Initial Commitments also provide that  the Notifying Party should enter  into 
related commitments, inter alia  regarding the separation of the Divest ment  Business 
from its retained businesses, the preservation of the viability, marketability and 
competitiveness of the Divestment Business , including the appointment of a 
monitoring trus tee and, if necessary, a divestiture trustee.  
(140)  Finally, the Initial Commitments provide for a  so-called “ upfront buyer provision ” 
pursuant to which the Transaction cannot be implemented before the Notifying Party 
has entered into a final binding sale and purchase agreement for the sale of the 
Divestment Business and the Commission has approved the Purchaser and the terms 
of sale . 
(141)  The Notifying Party argues that the Initial Commitments wou ld eliminate the 
Commission’s serious doubts in relation to the supply of VP Latex in the EEA (and 
indeed worldwide). In particular, the Notifying Party is of the view that:  
(a) the Initial Commitments would remove the overlap between the Parties in VP 
Latex a s Synthomer would divest its worldwide VP Latex business;  
(b) the Divestment Business is a distinct business that includes the necessary 
assets and personnel to ensure its viability and competitiveness on a lasting 
basis in the hands of a suitable purchaser, w here it will provide effective 
competition in the supply of VP Latex in the EEA and worldwide;  and 
(c) the Transitional Agreements will ensure customers’ continued access to VP 
Latex and the efficient transfer of the Divestment Business to the Purchaser.  
5.2.2.  Asses sment of the  Initial Commitments  
(142)  The Commission launched its market test of the Initial Commitments and sought to 
assess the scope and effectiveness of the Commitments, the viability and 
attractiveness of the Divestment Business, and the appropriateness of  the purchaser 
suitability criteria . 
5.2.2.1.  Suitability of the Initial Commitments to remove serious doubts  
(143)  As explained in Section 4.3 above, the Commission considers the Transaction raises 
serious doubts as to its compatibility with the internal market as regar ds the overlap 
between the Parties’ activities in the market for VP Latex.  
(144)  The Initial Commitments would remove the entire overlap bet ween the Parties in the 
EEA ( [volume ]kt, EUR [value ]) and worldwide ( [volume ]kt, EUR [value ]), thus 
rendering the combined entity’s market share equal to Omnova’s  market share  pre-
Transaction , at both EEA ( [60-70]%) and worldwide level ( [30-40]%).  
(145)  In addition, by requiring a sale to a purchaser with the ability and incentive to 
establish manufact uring lines for VP Latex (or integrate them) and sell the product in 
 
 
30 the EEA, the Initial Commitments would address the concern expressed by 
customers that post -Transaction there would only remain one supplier of VP Latex 
in the EEA . The divestment would e nsure that  there is  a credible alternative supplier 
close to customers’ European production facilities.  
(146)  The market test of the Initial Commitments confirmed their suitability . The majority 
of competitors  consider that the Initial Commitments would create a credible player 
in the market for VP Latex in the EEA and worldwide and that a suitable purchaser 
should be able to recover the investment in setting up a manufacturing line for VP 
Latex (via the Divestment Business) from the supply of VP Latex in a time ly 
manner.122 Respondents expect  customers to have the incentive to procure  VP Latex  
from the Divestment Business .123 
(147)  The suitability of the Initial Commitments was also supported by customers’ 
responses, in particular  as the majority of customers that responded indicated that 
they would consider qualifying the Purchaser of the Divestment Business as a 
supplier of VP Latex, and expected this qualification to be significantly easier than 
qualifying another new supplier they had not used in the past.124  
(148)  In light of the above, the Commission considers that the Initial Commitments 
proposed by the Notifying Party are suitable to address the serious doubts  that the 
Transaction would otherwise give rise to.  
5.2.2.2.  Viability and competitiveness of the Dive stment Business  
(149)  The Commission considers that the Divestment Business is viable and competitive . 
The Divestment Business achieved sales of EUR [turnover ] worldwide in 2018, 
from more than [number of customers ] customers located in 21 countries. The 
Notifyi ng Party submits that the Divestment Business  is profitable with a profit 
margin of [redacted ]% in 2017 and [redacted ]% in 2018.  
(150)  The market investigation confirmed that it is feasible to transfer a VP Latex 
production line as envisaged in the Initial Commitments and that the opportunity 
would be attractive for a suitable purchaser.125 The majority  of respondents  also 
consider  that the  Divestment Business contains the necess ary assets, personnel and 
contracts for a suitable purchaser to effectively set up a VP Latex production line 
and compete effectively with the merged entity in the long run.126   
(151)  In addition, most respondents confirmed that the Transitional Agreements propos ed 
by the Notifying Party are adequate to ensure a smooth transfer of the Divestment 
Business.127  However,  the results of the market test also indicated that, depending 
on the need for and length of customers’ requalification processes, the duration of 
                                                 
122  Replies to questions 2 and 17 of R1 - VP Latex Market  Test of the Commitments - Competitors.  
123  Replies to question 5 of R1 - VP Latex Market Test of the Commitments - Competitors.  
124  Replies to questions 9 and 10 of R2 - VP Latex Market Test of the Commitments - Customers.  
125  Replies to questions 2, 18 and 19 of R1 - VP Latex Market Test of the Commitments - Competitors.  
126  Replies to questions 1, 3 and 4 of R1 - VP Latex Market Test of the Commitments - Competitors and 
replies to questions 1 and 2 of R2 - VP Latex Market Test of the Commitments - Customers.  
127  Replies to questions 11 to 14 and 16 of R1 - VP Latex Market Test of the Commitments – Competitors 
and replies to questions 4, 7 and 8 of R2 - VP Latex Market Test of the Commitments - Customers.  
 
 
31 the Transitional Agreements envisaged in the Initial Commitments may not be 
sufficient to ensure the viability of the Divestment Business .  
(152)  In light of the above, the Commission considers that the Initial Commitments are 
adequate to ensure the viability and co mpetitiveness of the Divestment Business if it 
is acquired by a suitable purchaser , but that the Initial Commitments should be 
amended to provide for the possibility of an additional extension of the Transitional 
Agreements.  
5.2.2.3.  Marketability, p urchaser criter ia and buyers  
(153)  As outlined in recital  138 above, the Initial Commitments proposed by the Notifying 
Party require d that the Purchaser ha ve knowledge of the relevant chemistry and 
prove its ability and incentive to establish manufacturing lines for VP Latex i n the 
EEA and to sell VP Latex directly or via distributors , as well as to have the expertise 
and incentive to maintain and develop the Divestment Business as a viable and 
active competitive force.  
(154)  The majority of respondents to the market investigation c onfirmed that these criteria 
were appropriate and that no further requirements are needed .128 There was one 
exception – the majority of customers considered that it is important for the 
Purchaser to have an integrated sales network in the EEA. This is necess ary to 
ensure the reliability of the supply chain, facilitate an efficient transition to the new 
Purchaser, and to reflect the current practice of the largest customers for a technical 
product such as VP Latex.  
(155)  The majority of competitors that responded t o the market test considered the 
Divestment Business to be an attractive asset, likely to appeal to suitable purchasers. 
Indeed , a few  respondents expressed interest in acquiring the Divestment 
Business .129 
(156)  In light of the above, the Commission considers that the Divestment Business is 
perceived as a  marketable  business , but  that the purchaser criteria in the Initial 
Commitments should be amended to require that the Purchaser have an integrated 
sales network in the EEA.  
5.2.3.  Description and assessment of the Final Commitments  
(157)  In response to the Commission's feedback regarding the outcome of the market test 
and its preliminary assessment, the Notifying Party submitted the Final 
Commitments on 14 January 2020.  
(158)  The Final Commitments remove the possibility of a buy er having only an indirect 
capability to sell VP Latex in the EEA (i.e. via distributors), while preserving the 
remainder of the elements constituting the Initial Commitments.  In the Final 
Commitments,  the Purchaser must have the proven capability and ince ntive to sell 
VP Latex via an efficient and integrated sales network in the EEA, which may be 
demonstrated by having such an existing capability for products similar to VP Latex.  
                                                 
128  Replies to questions 7 to 10 of R1 - VP Latex Market Test of the Commitments - Competitors and 
replies to questions 3 to 6 of R2 - VP Latex Market Test of the Commitments - Customers.  
129  Replies to questions 18 to 19 of R1 - VP Latex Market Test of the Commitments - Competitors.  
 
 
32 (159)  In addition, the Final Commitments provide for a possibility for the Purchase r to 
require an additional [duration of extended Transitional Agreements ] extension of 
the Transitional Agreements [cost basis of extended Transitional Agreements ].130  
(160)  The Commission deems the Final Commitments are sufficient to eliminate the 
serious doubts  as to the compatibility of the concentration with the internal market.  
5.2.4.  Conclusion  on the Final Commitments  
(161)  For the reasons outlined above, and in view of the results of the market test, the 
Commission considers the Final Commitments to be sufficient in sc ope and suitable 
to eliminate the serious doubts as to the compatibility of the Transaction with the 
internal market in relation to VP Latex.  
6. CONDITIONS AND OBLIGA TION S 
(162)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regul ation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis -à-vis the Commission with a view to rendering a notified 
concentration com patible with the internal market.  
(163)  The achievement of the measure that gives rise to the structural change of the market 
is a condition, whereas the implementing steps which are necessary to achieve this 
result are generally obligations on the Parties. Whe re a condition is not fulfilled, the 
Commission ’s decision declaring the concentration compatible with the internal 
market no longer stands. Where the undertakings concerned commit a breach of an 
obligation, the Commission may revoke the clearance decision  in accordance with 
Article 8(6) of the Merger Regulation. The undertakings concerned may also be 
subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the 
Merger Regulation.  
(164)  In accordance with the distinction described above, the decision in this case is 
conditioned on the full compliance with the requirements set out in Section B of the 
Final Commitments (including the Schedule), which constitute conditions. The 
remaining req uirements set out in the other Section s of the Final Commitments 
constitute obligations on the Parties.  
(165)  The full text of the Final Commitments is annexed to this d ecision  and forms an 
integral part there of.  
7. CONCLUSION  
(166)  For the above reasons, the Commissio n has decided not to oppose the notified 
operation as modified by the Final C ommitments and to declare it compatible with 
the internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in section  B (includ ing the Schedule)  of the 
                                                 
130  The Final  Commitments also included certain clarificatory modifications that were not of major 
significance and so are not discussed in this decision.  
 
 
33 commitments annexed to the present decision and with the obligations contained in 
the other sections of the said commitments. This decision is adopted in application of 
Article 6(1)(b) in conjunction with Article 6(2) of the Merger  Regulation  and Article 
57 of the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive  Vice-President
 
 
1  
  
 
 
 
 
 
 
 
CASE No. COMP/M. 9502  
SYNTHOMER / OMNOVA SOLUTIONS  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
 
 
 
 
 
 
 
 
 
 
 
 
14 January 2020  
  
 
 
2  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Synthomer plc (" Synthomer " or the “ Notifying Party ”) hereby enters into 
the following Commitme nts (the “ Commitments ”) vis -à-vis the European Commission (the 
“Commission ”) with a view to rendering the acquisition by Synthomer of Omnova 
Solutions, Inc. (" Omnova ") (the “ Concentration ”) compatible with the internal market and 
the functioning of the EEA  Agreement.   
This text shall be interpreted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation to declare the Concentration compatible with the internal 
market and the functioning of the EEA Agreement (the “ Decision ”), in the general 
framework of European Union law, in particular in light of the Merger Regulation, and by 
reference to the Commission Notice on remedies acceptable under Council Regulation (EC) 
No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “ Remedies 
Notice ”). 
 
SECTION A. DEFINITIONS  
1. For the purpose of the Commitments, the following terms shall have the following 
meaning:  
Affiliated Undertakings:  undertakings controlled by the Parties and/or by the 
ultimate parents of the Parties, whereby the notion of control shall be interpreted 
pursuant to Article 3 of the Merger Regulation and in light of the Commission 
Consolidated Jurisdictional Notice under  Council Regulation (EC) No 139/2004 on 
the control of concentrations between undertakings (the " Consolidated 
Jurisdictional Notice "). 
Agreements:  the Transitional Toll Manufacturing Agreement and the Transitional 
Services Agreement.  
Assets:  the assets tha t contribute to the current operation or are necessary to ensure 
the viability and competitiveness of the Divestment Business as indicated in Section 
B, paragraph 8 and described more in detail in the Schedule at paragraph 3. 
Best Efforts:  Best effort obligations shall be interpreted in light of the Commission's 
decision pursuant to Article 6(1)(b) of the Merger Regulation to declare the 
Concentration compatible with the internal market and the functioning of the EEA 
Agreement, the Merger Regulation and the general principles of EU law. Any 
interpretation that may be given to this term under the law of other jurisdictions is 
not relevant solely for the purpose of interpreting and/or implementing the 
Commitments.  
Closing:  the transfer of the legal title to the Divestment Business to the Purchaser.  
Closing Period:  the period of […] from the approval of the Purchaser and the terms 
of sale by the Commission.  
Confidential Information:  any business secrets, know -how, commercial 
information, or any other information of a proprietary nature that is not in the public 
domain.  
 
 
3 Conflict of Interest:  any conflict of interest that impairs the Trustee's objectivity 
and independence in discharging its duties under the Commitments.  
Divestment Business : the business or businesses as defined in Section B and in the 
Schedule which the Notifying Party commits to divest.  
Divestiture Trustee:  one or more natural or legal person (s) who is/are approved by 
the Commission and appointed by Synthomer and who has/have received from 
Synthomer the exclusive Trustee Mandate to sell the Divestment Business to a 
Purchaser at no minimum price.  
Effective Date:  the date of adoption of the Deci sion.  
Fast-Track Dispute Resolution Procedure : shall have the meaning given to that 
term in paragraph 49. 
First Divestiture Period : the period of […]  from the Effective Date.  
Hold Separate Manager:  the person appointed by Synthomer for the Divestment 
Business to manage the day -to-day business under the supervision of the Monitoring 
Trustee.  
Key Personnel:  all personnel necessary to maintain the viabil ity and 
competitiveness of the Divestment Business, as listed in the Schedule, including the 
Hold Separate Manager.  
Monitoring Trustee:  one or more natural or legal person(s) who is/are approved by 
the Commission and appointed by Synthomer, and who has/hav e the duty to monitor 
Synthomer's compliance with the conditions and obligations attached to the 
Decision.  
Omnova : Omnova Solutions, Inc., an Ohio corporation.  
Parties:  the Notifying Party/Notifying Parties and the undertaking that is the target 
of the concentration.  
Purchaser:  the entity approved by the Commission as acquirer of the Divestment 
Business in accordance with the criteria set out in Section D.  
Purchaser Crit eria:  the criteria laid down in paragraph 22 of these Commitments 
that the Purchaser must fulfil in order to be approved by the Commission.  
Retained  Business : The businesses of Synthomer and Omnova other than the 
Divestment Business.  
Schedule:  the schedule to these Commitments describing more in detail the 
Divestment Business.  
Synthomer:  Synthomer  plc, a public limited company incorporated under the laws 
of England and Wales, with its registered office at Temple Fields, Harlow, Essex, 
CM20 2BH and registered with the Company Register at Companies House under 
number 00098381.  
Transitional Services A greement : shall have the meaning given to that term in 
paragraph  9. 
 
 
4 Transitional Toll Manufacturing Agreement : shall have the meaning given to that 
term in paragraph 10. 
Trustee(s):  the Monitoring Trustee and/or the Divestiture Trustee as the case may 
be. 
Trustee Divestiture Period:  the period of [ …] from the end of the First Divestiture 
Period.  
VP Latex:  vinyl pyridine latex.  
VP Latex Business:  Synthomer's VP Latex business as defined in Section B and the 
Schedule, which Synthomer commits to divest.  
VP Latex Products:  all of Synthomer's  VP Latex products, including Pyratex 221, 
Pyratex 240, Pyratex 241.  
 
SECTION B: THE COMMITMENT TO DIV EST AND THE DIVESTMENT BUSINESS  
Commitment to divest  
2. In order to maintain effective competition, Synthomer commits to divest, or procure 
the divestiture o f, the Divestment Business by the end of the Trustee Divestiture 
Period as a going concern to a purchaser and on terms of sale approved by the 
Commission in accordance with the procedure described in paragraph 23 of these 
Commitments.  
3. To carry out the divestiture, Synthomer commits to find a purchaser and to enter into 
a final binding sale and purchase agreement for the sale of the Divestment Business  
within the First Divestiture Period. If Synthomer has not entered into such an 
agreement at the end of the First Divestiture Period, Synthomer shall grant the 
Divestiture Trustee an exclusive mandate to sell the Divestment Business in 
accordance with the procedure described in paragraph 36 in the Trustee Divestiture 
Period.  
4. The proposed Concentration shall not be implemented before Synthomer or the 
Divestiture Trustee has entered into a final binding sale and purchase agreement for 
the sale of the Divestment Business and the Commission has approved the Purchaser 
and the terms of sale in accordance with paragraph 23. 
5. Synthomer shall be deemed to have complied with this commitment if:  
5.1 by the end of the Trustee Divestiture Period, Synthomer or the Divestiture 
Trustee has entered into a final binding sal e and purchase agreement and the 
Commission approves the proposed purchaser and the terms of sale as being 
consistent with the Commitments in accordance with the procedure described 
in paragraph 23; and  
5.2 the Closing of the sale of the Divestment Business to the Purchaser takes 
place within the Closing Period.  
 
 
5 6. In order to maintain the structural effect of the Commitments, the Notifying Party 
shall, for a period of […] after Closing, not acquire, whether directly or indirectly, 
the possibility of exercising influence (as defined in paragraph 43 of the Remedies 
Notice, footnote 3) over the whole or part of the Divestment Business, unless, 
following the submission of a reasoned request from the Notifying Party showing 
good cause and accompanied by a report from the Monitoring Trustee (as provided 
in paragraph 64 of these Commitments), the Commission finds that the structure of 
the market has changed to such an extent that the absence of influence over the 
Dives tment Business is no longer necessary to render the proposed concentration 
compatible with the internal market.  
Structure and definition of the Divestment Business  
7. The Divestment Business consists of the VP Latex Business that is operated by 
Synthomer. The  legal and functional structure of the Divestment Business as 
operated to date is described in the Schedule. The Divestment Business, described in 
more detail in the Schedule, includes all assets that contribute to the current 
operation or are necessary to  ensure the viability and competitiveness of the 
Divestment Business and all staff that are necessary to ensure the viability and 
competitiveness of the Divestment Business, in particular:  
7.1 all tangible manufacturing assets that are exclusively or primarily  used by the 
VP Latex Business, including reactors […] and […] at Synthomer's […] 
plant;  
7.2 all intangible assets (including intellectual property rights, know -how, recipes 
and other information) which are exclusively or primarily used by the 
Divestment Busi ness (including the "Pyratex" brand), and the benefit of 
licences to other relevant intangible assets currently used by Synthomer (or 
necessary) to manufacture, sell and use the VP Latex Products but which are 
otherwise not exclusively or primarily used by  the Divestment Business;  
7.3 all raw materials, stocks, works in progress, and semi -finished and finished 
goods relating exclusively to the Divestment Business; and agreed levels of 
other raw materials needed to operate the business on Closing in line with th e 
Purchaser’s requirements;  
7.4 all licences, permits and authorisations issued by any governmental 
organisation for the benefit of the Divestment Business;  
7.5 all contracts, commitments and customer orders of the Divestment Business; 
all customer, credit and oth er records of the Divestment Business;  
7.6 any other tangible or intangible assets which the Purchaser may reasonably 
require to successfully complete the transfer of the Divestment Business to an 
alternative production location; and  
7.7 the Key Personnel.  
8. To as sist the transfer of the Divestment Business to the Purchaser, in addition the 
Divestment Business includes the benefit, for a transitional period of […] 
(extendable at the option of the Purchaser with agreement of the Commission), of a 
transitional toll m anufacturing agreement and a transitional services agreement. 
These Agreements are summarised below. Strict firewall procedures will be adopted 
 
 
6 so as to ensure that any competitively sensitive information related to, or arising 
from the operation of these Agreements will not be shared with, or passed on to, 
anyone not involved with these Agreements.  
9. Synthomer commits to provide toll manufacturing services in relation to the VP 
Latex Products for the Purchaser at Synthomer's […] manufacturing facility at Mar l, 
Germany (the " Transitional Toll Manufacturing Agreement ", or " TTMA "). The 
TTMA will be […], for a transitional period of up to […] after Closing, and can be 
extended at the option of the Purchaser with agreement of the Commission for a 
period not exceed ing […]. At the option of the Purchaser it can be extended for a 
further period not exceeding […], on a […]. The Purchaser shall use best efforts to 
complete the transition to its own manufacturing as quickly as possible. Synthomer 
commits that it will con tinue to operate VP Latex production at […] in the way in 
which it is operated at the date of these Commitments for the duration of the TTMA, 
to ensure the continued supply of the VP Latex Products to the Purchaser under the 
same costs structure and of the  same quality and consistency as at the date of these 
Commitments.  
10. To facilitate the efficient transfer of the Divestment Business to the Purchaser, 
Synthomer commits to provide to the Purchaser, the following transitional services 
relating to the Divestm ent Business […] (the " Transitional Services Agreement " or 
"TSA "). This shall be for a period of up to […] after Closing, and can be extended at 
the option of the Purchaser with agreement of the Commission for a period not 
exceeding […]. At the option of t he Purchaser it can be extended for a further period 
not exceeding […], on a […]. The Purchaser shall use best efforts to complete the 
transition as quickly as possible.  
10.1 Sales and marketing. Synthomer commits to provide training and technical 
assistance to  the Purchaser, to the extent necessary to ensure the viability 
and/or competitiveness  of the Divestment Business, to enable the Purchaser 
to assume responsibility for the sale (including distribution) and marketing of 
the VP Latex Products at a level simi lar to that currently provided by 
Synthomer in relation to the VP Latex Products for a period of up to […] 
from the date of Closing (which can be extended at the option of the 
Purchaser with agreement of the Commission for a period not exceeding 
[…]);  
10.2 Tech nical customer service. Synthomer commits to provide training and 
assistance with customer qualification proceedings and troubleshooting, to 
the extent necessary to ensure the viability and/or competitiveness of the 
Divestment Business, for the duration of  the TSA. This shall include the 
provision of data or information which a customer may require to compare 
the VP Latex product(s) manufactured and sold by the Divestment Business 
after Closing with the VP Latex product(s) previously manufactured and sold 
by Synthomer to that customer (or that the customer has qualified from 
Synthomer, even if it has not been sold the product);  
10.3 Logistics. Synthomer commits to provide for the continuation of current 
customer service and logistics services to the Purchaser, co vering all aspects 
of processing a customer’s orders and ensuring delivery of the VP Latex 
Products to customers, for a period of up to […] from the date of Closing 
(which can be extended at the option of the Purchaser with agreement of the 
 
 
7 Commission for a period not exceeding […]). For the avoidance of doubt, 
[…];  
10.4 Procurement. To the extent necessary to ensure the viability and/or 
competitiveness  of the Divestment Business, Synthomer commits to provide 
support (including technical assistance) to the Purch aser on the transfer of 
procurement arrangements (including to facilitate the procurement of raw 
materials necessary for the manufacture of the VP Latex Products and to 
transition supplier relationships during the TSA period), for a period of up to 
[…] fro m Closing. If the Purchaser is not able to source such raw materials  in 
a cost -effective manner , Synthomer commits to enter, at the option of the 
Purchaser and with agreement of the Commission, into back -to-back supply 
agreements with raw materials supplie rs and to make such raw materials 
available to the Purchaser […];  
10.5 Product and manufacturing transfer. Synthomer commits to provide training 
and reasonable technical assistance to support the Purchaser with scale -up 
and production trials at the Purchaser's facilities for the duration of the TSA, 
i.e. to put the know -how into practice, both in terms of following the recipe 
(product know -how) and understanding and applying the manufacturing 
techniques (process and manufacturing know -how). Synthomer will also 
provide reasonable technical assistance for the design and the commissioning 
of a new production facility for the production of the VP Latex Products or 
the adjustment of an existing production facility at the Purchaser’s premises, 
on the basis of the know -how and technical documentation included in the 
Divestment Business. Synthomer will provide reasonable technical assistance 
to the Purchaser to obtain all licences, permits or authorisations issued by any 
governmental organisation that are required to prod uce and market VP Latex 
and are necessary for the viability or competitiveness of the Divestment 
Business.  
11. For the avoidance of doubt, the Divestment Business shall, inter alia , not include:  
11.1 any manufacturing facilities or physical production assets of the  Parties or 
Affiliated Undertakings, other than Synthomer's assets exclusively or 
primarily used for VP Latex production;  
11.2 intellectual property, know -how or other confidential information which does 
not contribute to the current operations and/or is not n ecessary to ensure the 
viability and competitiveness of the Divestment Business;  
11.3 transfer of any brand other than “Pyratex”;  
11.4 the Synthomer and Omnova names or logos in any form, save for the right to 
use Synthomer’s or Omnova’s names or logos to the exten t strictly necessary 
to ensure the smooth transition of the Divestment Business;  
11.5 any personnel currently involved in Synthomer's VP Latex business other 
than the Key Personnel;  
11.6 books and records required to be retained pursuant to any statute, rule, 
regula tion or ordinance, provided that a Purchaser shall obtain a copy of the 
same and shall be permitted access to the original of such books and records 
upon reasonable request during normal business hours;  
 
 
8 11.7 general books of account and books of original entry that comprise 
Synthomer's or an Affiliated Undertaking’s permanent accounting or tax 
records; and  
11.8 monies owed to Synthomer or Affiliated Undertakings by customers, or 
monies owed by Synthomer or Affiliated Undertakings to suppliers.  
SECTION C: RELATED COMMITMENTS  
Preservation of viability, marketability and competitiveness  
12. From the Effective Date until Closing, the Notifying Party shall preserve or procure 
the preservation of the economic viability, marketability and competitiveness of the 
Divestment Bu siness, in accordance with good business practice, and shall minimise 
as far as possible any risk of loss of competitive potential of the Divestment 
Business. In particular, Synthomer undertakes:  
12.1 not to carry out any action that might have a significant a dverse impact on the 
value, management or competitiveness of the Divestment Business or that 
might alter the nature and scope of activity, or the industrial or commercial 
strategy or the investment policy of the Divestment Business;  
12.2 to make available, or procure to make available, sufficient resources for the 
development of the Divestment Business, on the basis and continuation of the 
existing business plans and maintain the marketing and sales efforts devoted 
to the Divestment Business at their current le vel; and  
12.3 take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to 
encourage all Key Personnel to remain with the Divestment Business, and not 
to solicit or mov e any Key Personnel to the Retained Business prior to 
Closing. Where, nevertheless, individual members of the Key Personnel 
exceptionally leave the Divestment Business, shall provide a reasoned 
proposal to replace the person or persons concerned to the Com mission and 
the Monitoring Trustee. Synthomer must be able to demonstrate to the 
Commission that the replacement is well suited to carry out the functions 
exercised by those individual members of the Key Personnel. The 
replacement shall take place under th e supervision of the Monitoring Trustee, 
who shall report to the Commission;  
13. In addition, from the Effective Date until the expiry of the Transitional Toll 
Manufacturing Agreement and the Transitional Services Agreement, the Notifying 
Party shall take all  reasonable steps, or procure that all reasonable steps are being 
taken, including appropriate incentive schemes (based on industry practice), to 
encourage all personnel providing support to the Divestment Business pursuant to 
the Transitional Toll Manufac turing Agreement and Transitional Services 
Agreement to remain in their role with the Retained Business. Where, nevertheless, 
such personnel leave the Retained Business or their roles are modified, Synthomer 
shall ensure that sufficient personnel are alloc ated to providing the support required 
under the Transitional Toll Manufacturing Agreement and Transitional Services 
Agreement to the Divestment Business, and that any replacement is well suited to 
 
 
9 carry out the required functions. Such changes shall take place under the supervision 
of the Monitoring Trustee, who shall report to the Commission.  
Hold -separate obligations  
14. The Notifying Party commits, from the Effective Date until Closing, to keep the 
Divestment Business separate from the Retained Business, and to ensure that unless 
explicitly permitted under these Commitments (i) management and staff of the 
Retained Business have no involvement in the Divestment Business; and (ii) the Key 
Personnel have no involvement in any part of the Retained Business and  do not 
report to any individual outside the Key Personnel for any matters related to the 
Divestment Business.  
15. Until Closing, Synthomer shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable busin ess separate from 
the Retained Business. Immediately after the adoption of the Decision, Synthomer 
shall appoint a Hold Separate Manager. The Hold Separate Manager shall manage 
the Divestment Business independently and in the best interest of the business with a 
view to ensuring its continued economic viability, marketability and competitiveness 
and its independence from the Retained Business. The Hold Separate Manager shall 
be entitled to request from Synthomer all the operational support, also in terms of  
involvement of Key Personnel, that he deems necessary for the preservation of the 
viability of the Divestment Business. Key Personnel shall prioritise the Divestment 
Business over the Retained Business and Synthomer shall not refuse any request 
from the H old Separate Manager, unless it is considered unreasonable under the 
supervision of the Monitoring Trustee and the Commission. During this period, the 
Hold Separate Manager will not have any responsibilities with respect to the 
Retained Business and will b e bound by appropriate non -disclosure obligations to 
prevent the flow of commercially sensitive information with respect to the 
Divestment Business.  
16. The Hold Separate Manager shall closely cooperate with and report to the 
Monitoring Trustee and, if applica ble, the Divestiture Trustee. Any replacement of 
the Hold Separate Manager shall be subject to the procedure laid down in paragraph 
12.3 of these Com mitments. The Commission may, after having heard Synthomer, 
require Synthomer to replace the Hold Separate Manager.  
Ring -fencing  
17. Synthomer shall implement, or procure to implement, all necessary measures to 
ensure that it does not, after the Effective Date , obtain any Confidential Information 
relating to the Divestment Business and that any such Confidential Information 
obtained by Synthomer before the Effective Date will be eliminated and not be used 
by Synthomer. In particular, the participation of the Di vestment Business in any 
central information technology network shall be severed to the extent possible, 
without compromising the viability of the Divestment Business. Synthomer may 
obtain or keep information relating to the Divestment Business which is re asonably 
necessary for the divestiture of the Divestment Business and/or the disclosure of 
which to Synthomer is required by law.  
18. Synthomer shall ensure that the Synthomer personnel involved in the transfer of the 
Divestment Business shall not use any conf idential information from the Purchaser 
other than information strictly required to assist in the transfer of the Divestment 
 
 
10 Business concerned, and they shall disclose such information to other Synthomer 
personnel only to the extent strictly required to a ssist in the transfer of the 
Divestment Business concerned.  
Non-solicitation clause  
19. The Notifying Party undertakes, subject to customary limitations, not to solicit, and 
to procure that Affiliated Undertakings do not solicit, the Key Personnel transferred 
with the Divestment Business for a period of […] after Closing.  
Due diligence  
19.1 In order to enable potential purchasers to carry out a reasonable due diligence of the 
Divestment Business, Synthomer shall, subject to customary confidentiality 
assurances and d ependent on the stage of the divestiture process:  
19.1.1  provide to potential purchasers sufficient information as regards the 
Divestment Business;  
19.1.2  provide to potential purchasers after the Effective Date, a version of the 
Commitments (including the Schedule and its Annexes) without undue 
delay and no later than at the signing of a Non -Disclosure Agreement by the 
potential purchaser, or at the opening of a data -room, whichever is earlier. 
Any redaction to the Commitments should be agreed in advance with the 
Commis sion; and  
19.1.3  provide to potential purchasers sufficient information relating to the Key 
Personnel and allow them reasonable access to the Key Personnel.  
Reporting  
20. Synthomer  shall submit written reports in English on potential purchasers of the 
Divestment Business and developments in the negotiations with such potential 
purchasers to the Commission and the Monitoring Trustee no later than 10 days after 
the end of every month following the Effective Date (or otherwise at the 
Commission’s request). Synthomer shall submit a list of all potential purchasers 
having expressed interest in acquiring the Divestment Business to the Commission at 
each and every stage of the divestiture p rocess, as well as a copy of all the offers 
made by potential purchasers within five days of their receipt.  
21. Synthomer shall inform the Commission and the Monitoring Trustee on the 
preparation of the data room documentation and the due diligence procedure a nd 
shall submit a copy of any information memorandum to the Commission and the 
Monitoring Trustee before sending the memorandum out to potential purchasers.  
SECTION D: THE PURCHASER  
22. In order to be approved by the Commission, the Purchaser must fulfil the f ollowing 
criteria:  
22.1 The Purchaser shall be independent of and unconnected to the Notifying 
Party and its Affiliated Undertakings (this being assessed having regard to 
the situation following the divestiture);  
 
 
11 22.2 The Purchaser shall have the financial resource s, proven expertise and 
incentive to maintain and develop the Divestment Business as a viable and 
active competitive force in competition with the Parties and other 
competitors;  
22.3 The Purchaser shall have the proven capability and incentive to sell VP Latex 
via an efficient and integrated sales network in the EEA (this capability may 
be proven by having the existing capability to sell products similar to VP 
Latex in the EEA);  
22.4 The Purchaser shall have the proven knowledge regarding the relevant 
chemistry (eit her based on pre -existing production activities of similar 
chemicals or otherwise);  
22.5 The Purchaser shall demonstrate on the basis of its technical and business 
plan its ability and incentive to establish manufacturing lines for VP Latex 
(or integrate this product into an existing production line) in the EEA in a 
timely and economical way and to continue the production of VP Latex in the 
long run; and  
22.6 The acquisition of the Divestment Business by the Purchaser must neither be 
likely to create, in light of th e information available to the Commission, 
prima facie  competition concerns nor give rise to a risk that the 
implementation of the Commitments will be delayed. In particular, the 
Purchaser must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisition of the Divestment 
Business.  
23. The final binding sale and purchase agreement (as well as ancillary agreements) 
relating to the divestment of the Divestment Business shall be conditional on the 
Commissio n’s approval. When Synthomer has reached an agreement with a 
purchaser, it shall submit a fully documented and reasoned proposal, including a 
copy of the final agreement(s), within one week to the Commission and the 
Monitoring Trustee. Synthomer must be ab le to demonstrate to the Commission that 
the purchaser fulfils the Purchaser Criteria and that the Divestment Business is being 
sold in a manner consistent with the Commission's Decision and the Commitments. 
For the approval, the Commission shall verify th at the purchaser fulfils the Purchaser 
Criteria and that the Divestment Business is being sold in a manner consistent with 
the Commitments including their objective to bring about a lasting structural change 
in the market. The Commission may approve the sa le of the Divestment Business 
without one or more Assets or parts of the Key Personnel, or by substituting one or 
more Assets or parts of the Key Personnel with one or more different assets or 
different personnel, if this does not affect the viability and competitiveness of the 
Divestment Business after the sale, taking account of the proposed purchaser.  
SECTION E: TRUSTEE  
I. Appointment procedure  
24. Synthomer shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Mo nitoring Trustee. The Notifying Party commits not to 
close the Concentration before the appointment of a Monitoring Trustee.  
 
 
12 25. If Synthomer has not entered into a binding sale and purchase agreement regarding 
the Divestment Business one month before the end  of the First Divestiture Period or 
if the Commission has rejected a purchaser proposed by Synthomer at that time or 
thereafter, Synthomer shall appoint a Divestiture Trustee. The appointment of the 
Divestiture Trustee shall take effect upon the commenceme nt of the Trustee 
Divestiture Period.  
26. The Trustee shall:  
26.1 at the time of appointment, be independent of the Notifying Party and its 
Affiliated Undertakings;  
26.2 possess the necessary qualifications to carry out its mandate, for example 
have sufficient releva nt experience as an investment banker or consultant or 
auditor; and  
26.3 neither have nor become exposed to a Conflict of Interest.  
27. The Trustee shall be remunerated by the Notifying Party in a way that does not 
impede the independent and effective fulfilment of its mandate. In particular, where 
the remuneration package of a Divestiture Trustee includes a success premium 
linked to the final sale value of the Divestment Business, such success premium may 
only be earned if the divestiture takes place within the T rustee Divestiture Period.  
Proposal by Synthomer  
28. No later than two weeks after the Effective Date, Synthomer shall submit the name 
or names of one or more natural or legal persons whom Synthomer  proposes to 
appoint as the Monitoring Trustee to the Commission for approval.  
29. No later than one month before the end of the First Divestiture Period or on request 
by the Commission, Synthomer shall submit a list of one or more persons whom 
Synthomer prop oses to appoint as Divestiture Trustee to the Commission for 
approval. The proposal shall contain sufficient information for the Commission to 
verify that the person or persons proposed as Trustee fulfil the requirements set out 
in paragraph 26 and shall include:  
29.1 the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these Commitments;  
29.2 the outline of a work plan which describes how the Trustee intends to carry 
out its assigned tasks;  
29.3 an indication whether the proposed Trustee is to act as both Monitoring 
Trustee and Divestiture Trustee or whether different trustees are pro posed for 
the two functions.  
Approval or rejection by the Commission  
30. The Commission shall have the discretion to approve or reject the proposed 
Trustee(s) and to approve the proposed mandate subject to any modifications it 
deems necessary for the Trustee t o fulfil its obligations. If only one name is 
approved, Synthomer shall appoint or cause to be appointed the person or persons 
concerned as Trustee, in accordance with the mandate approved by the Commission. 
 
 
13 If more than one name is approved, Synthomer sha ll be free to choose the Trustee to 
be appointed from among the names approved. The Trustee shall be appointed 
within one week of the Commission’s approval, in accordance with the mandate 
approved by the Commission.  
New proposal by Synthomer  
31. If all the pro posed Trustees are rejected, Synthomer shall submit the names of at 
least two more natural or legal persons within one week of being informed of the 
rejection, in accordance with paragraphs 24 and 30 of these Commitments.  
Trustee nominated by the Commission  
32. If all further proposed Trustees are rejected by the Commission, the Commission 
shall nominate a Trustee, whom Synthomer shall appoin t, or cause to be appointed, 
in accordance with a trustee mandate approved by the Commission.  
II. Functions of the Trustee  
33. The Trustee shall assume its specified duties and obligations in order to ensure 
compliance with the Commitments. The Commission may,  on its own initiative or at 
the request of the Trustee or Synthomer, give any orders or instructions to the 
Trustee in order to ensure compliance with the conditions and obligations attached to 
the Decision.   
Duties and obligations of the Monitoring Trus tee 
34. The Monitoring Trustee shall:  
34.1 propose in its first report to the Commission a detailed work plan describing 
how it intends to monitor compliance with the obligations and conditions 
attached to the Decision.  
34.2 oversee, in close co -operation with the Hol d Separate Manager, the on -going 
management of the Divestment Business with a view to ensuring its 
continued economic viability, marketability and competitiveness and monitor 
compliance by Synthomer with the conditions and obligations attached to the 
Decis ion. To that end the Monitoring Trustee shall:  
(A) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping 
separate of the Divestment Business from the business retained by 
the Parties,  in accordance with paragraphs 12, 13 and 14 of these 
Commitments;  
(B) supervise the management of the Divestment Business as a distinct 
and saleable entity, in accordance with paragraph 15 of these 
Commitments;  
(C) with respect to Confidential Information:  
(1) determine all necessary measures to ensure that Synthomer 
does not after the Effective Date obtain any Confidential 
Information relating to the Divestment Business;  
 
 
14 (2) in particular strive for the severin g of the Divestment 
Business’ participation in a central information technology 
network to the extent possible, without compromising the 
viability of the Divestment Business;  
(3) make sure that any Confidential Information relating to the 
Divestment Business obtained by Synthomer before the 
Effective Date is eliminated and will not be used by 
Synthomer;  
(4) make sure that any confidential information of the Purchaser 
received by Synthomer is used in accordance with 
paragraphs 17 and 18; and  
(5) decide whether such information may be disclosed to or kept 
by Synthomer as the disclosure is reasonably necessary to 
allow Synthomer to carry out the divestiture and/or as the 
disclosure is required by law;  
34.3 monitor the splitting of assets and, where appl icable, the allocation of 
personnel between the Divestment Business and Synthomer or Affiliated 
Undertakings;  
34.4 propose to Synthomer such measures as the Monitoring Trustee considers 
necessary to ensure Synthomer’s compliance with the conditions and 
obligat ions attached to the Decision, in particular the maintenance of the full 
economic viability, marketability or competitiveness of the Divestment 
Business, the holding separate of the Divestment Business and the non -
disclosure of competitively sensitive info rmation;  
34.5 review and assess potential purchasers as well as the progress of the 
divestiture process and verify that, dependent on the stage of the divestiture 
process:  
(A) potential purchasers receive sufficient and correct information 
relating to the Divestmen t Business and the Key Personnel in 
particular by reviewing, if available, the data room documentation, 
the information memorandum and the due diligence process, and  
(B) potential purchasers are granted reasonable access to the Key 
Personnel;  
34.6 act as a contact  point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
34.7 provide to the Commission, sending Synthomer a non -confidential copy at 
the same time, a written report within 15 days after the end of every mont h 
that shall cover the operation and management of the Divestment Business as 
well as the splitting of assets and the allocation of Key Personnel so that the 
Commission can assess whether the business is held in a manner consistent 
with the Commitments and  the progress of the divestiture process as well as 
potential purchasers;  
 
 
15 34.8 promptly report in writing to the Commission, sending Synthomer a non -
confidential copy at the same time, if it concludes on reasonable grounds that 
Synthomer is failing to comply w ith these Commitments;  
34.9 within one week after receipt of the documented proposal referred to in 
paragraph 23 of these Commitments, submit to the Commission, sending 
Synthomer a non -confidential copy at the same time, a reasoned opinion as to 
the suitability and independence of the proposed purchaser and the viability 
of the Divestment Business after the sale and as to whether the Divestment 
Business is sold in a manner consistent with the conditions and obligations 
attached to the Decision, in particular, if relevant, whether the sale of the 
Divestmen t Business without one or more Assets or not all of the Key 
Personnel affects the viability of the Divestment Business after the sale, 
taking account of the proposed purchaser;  
34.10  assume the other functions assigned to the Monitoring Trustee under the 
conditi ons and obligations attached to the Decision; and  
34.11  in the event of a disagreement between Synthomer and the Purchaser, assess 
the reasonableness of any request made by the Purchaser for the inclusion of 
any tangible or intangible assets in the Divestment Bu siness in accordance 
with the requirements of the Commitments, where necessary consulting with 
a relevant industry expert.  
35. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, 
the Monitoring Trustee and the Divestiture Trust ee shall cooperate closely with each 
other during and for the purpose of the preparation of the Trustee Divestiture Period 
in order to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
36. Within the Trustee Divestiture Period, t he Divestiture Trustee shall sell at no 
minimum price the Divestment Business to a purchaser, provided that the 
Commission has approved both the purchaser and the final binding sale and purchase 
agreement (and ancillary agreements) as in line with the Comm ission's Decision and 
the Commitments in accordance with paragraphs 22 and 23 of these Commitments. 
The Divestiture Trustee shall include in the sale and purchase agreement (as well as 
in any ancillary agreements) such terms and conditions as it considers appropriate 
for an expedient sale in the T rustee Divestiture Period. In particular, the Divestiture 
Trustee may include in the sale and purchase agreement such customary 
representations and warranties and indemnities as are reasonably required to effect 
the sale. The Divestiture Trustee shall prot ect the legitimate financial interests of 
Synthomer, subject to the Notifying Party's unconditional obligation to divest at no 
minimum price in the Trustee Divestiture Period.  
37. In the Trustee Divestiture Period (or otherwise at the Commission’s request), t he 
Divestiture Trustee shall provide the Commission with a comprehensive monthly 
report written in English on the progress of the divestiture process. Such reports shall 
be submitted within 15 days after the end of every month with a simultaneous copy 
to the Monitoring Trustee and a non -confidential copy to the Notifying Party.  
 
 
16 III. Duties and obligations of the Parties  
38. Synthomer shall provide and shall cause its advisors to provide the Trustee with all 
such co -operation, assistance and information as the T rustee may reasonably require 
to perform its tasks. The Trustee shall have full and complete access to any of 
Synthomer's or the Divestment Business’ books, records, documents, management or 
other personnel, facilities, sites and technical information nece ssary for fulfilling its 
duties under the Commitments and Synthomer and the Divestment Business shall 
provide the Trustee upon request with copies of any document. Synthomer and the 
Divestment Business shall make available to the Trustee one or more office s on their 
premises and shall be available for meetings in order to provide the Trustee with all 
information necessary for the performance of its tasks.  
39. Synthomer shall provide the Monitoring Trustee with all managerial and 
administrative support that it m ay reasonably request on behalf of the management 
of the Divestment Business. This shall include all administrative support functions 
relating to the Divestment Business which are currently carried out at headquarters 
level. Synthomer shall provide and sha ll cause its advisors to provide the Monitoring 
Trustee, on request, with the information submitted to potential purchasers, in 
particular give the Monitoring Trustee access to the data room documentation and all 
other information granted to potential purc hasers  in the due diligence procedure. 
Synthomer shall inform the Monitoring Trustee on possible purchasers, submit lists 
of potential purchasers at each stage of the selection process, including the offers 
made by potential purchasers at those stages, and  keep the Monitoring Trustee 
informed of all developments in the divestiture process.  
40. Synthomer shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale 
(includin g ancillary agreements), the Closing and all actions and declarations which 
the Divestiture Trustee considers necessary or appropriate to achieve the sale and the 
Closing, including the appointment of advisors to assist with the sale process. Upon 
request of the Divestiture Trustee, Synthomer shall cause the documents required for 
effecting the sale and the Closing to be duly executed.  
41. Synthomer shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold each Indemnified Party harmless against, and 
hereby agrees that an Indemnified Party shall have no liability to Synthomer for, any 
liabilities arising out of the performance of the Trustee’s duties under the 
Commitments, except to the extent that such liabilities result fr om the wilful default, 
recklessness, gross negligence or bad faith of the Trustee, its employees, agents or 
advisors.  
42. At the expense of Synthomer, the Trustee may appoint advisors (in particular for 
corporate finance, cost analysis or legal advice) as well  as industry experts, subject 
to Synthomer's approval (this approval not to be unreasonably withheld or delayed) 
if the Trustee considers the appointment of such advisors and/or experts necessary or 
appropriate for the performance of its duties and obligat ions under the Mandate, 
provided that any fees and other expenses incurred by the Trustee are reasonable. 
Should Synthomer refuse to approve the advisors and/or experts proposed by the 
Trustee the Commission may approve the appointment of such advisors and /or 
experts instead, after having heard Synthomer. Only the Trustee shall be entitled to 
issue instructions to the advisors and/or experts. Paragraph 41 of these Commitments 
shall apply mutatis mutandis . In the Trustee Divestiture Period, the Divestiture 
 
 
17 Trustee may use advisors and/or experts who served Synthomer during the 
Divestiture Period if the Divestiture Trustee considers this in the best interest  of an 
expedient sale.  
43. Synthomer agrees that the Commission may share Confidential Information 
proprietary to Synthomer  with the Trustee. The Trustee shall not disclose such 
information and the principles contained in Article 17(1) and (2) of the Merger 
Regulation apply mutatis mutandis .  
44. The Notifying Party agrees that the contact details of the Monitoring Trustee are 
published on the website of the Commission's Directorate -General for Competition 
and they shall inform interested third parties, in particular any potential purchasers, 
of the identity and the tasks of the Monitoring Trustee.  
45. For a period of 10 years from the  Effective Date the Commission may request all 
information from the Parties that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
46. If the Trustee ceases to perf orm its functions under the Commitments or for any 
other good cause, including the exposure of the Trustee to a Conflict of Interest:  
46.1 the Commission may, after hearing the Trustee and Synthomer, require 
Synthomer to replace the Trustee; or  
46.2 Synthomer may,  with the prior approval of the Commission, replace the 
Trustee.  
47. If the Trustee is removed according to paragraph 46 of these Commitments, the 
Truste e may be required to continue in its function until a new Trustee is in place to 
whom the Trustee has effected a full hand over of all relevant information. The new 
Trustee shall be appointed in accordance with the procedure referred to in 
paragraphs 24 to 32 of these Commitments.  
48. Unless removed  according to paragraph 46 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its dutie s 
after all the Commitments with which the Trustee has been entrusted have been 
implemented. However, the Commission may at any time require the reappointment 
of the Monitoring Trustee if it subsequently appears that the relevant remedies might 
not have be en fully and properly implemented.  
SECTION  F: FAST-TRACK DISPUTE RESOLU TION MECHANISM  
49. In the event that the Purchaser claims that Synthomer is failing to comply with its 
obligations arising from the Commitments, the Purchaser may invoke the " Fast-
Track Dispute Resolution Procedure " described in this Section F.  
50. If the Purchaser wishes to avail itself of the Fast -Track Dispute Resolution 
Procedure, it must notify Synthomer in writing (with a copy to the Monitoring 
Trustee) setting out in detail the reason s leading that the Purchaser to believe that 
Synthomer is failing to comply with the requirements of the Commitments (the 
"Notice "). The Purchaser and Synthomer (the “ Dispute Parties ”) will use their best 
 
 
18 efforts to resolve all differences of opinion and s ettle all disputes that may arise 
through cooperation and consultation within a reasonable period of time which shall 
not exceed fifteen (15) business days after receipt of the Notice, which may be 
extended by mutual consent.  
51. The Monitoring Trustee shall p resent its own proposal for resolving the dispute 
within eight (8) business days, specifying in writing the action, if any, to be taken by 
Synthomer and/or the Purchaser to ensure compliance with the Commitments and be 
prepared, if requested, to facilitate  the settlement of the dispute.  
52. Should the Dispute Parties fail to resolve their differences of opinion through 
cooperation and consultation as provided for in the previous paragraph, the 
Purchaser shall nominate an arbitrator.  
53. Synthomer shall, within two (2) weeks of receiving notification in writing of the 
appointment of the Purchaser’s arbitrator, nominate its arbitrator and provide to the 
Purchaser in writing detailed reasons for their challenged conduct.  
54. The arbitrators nominated by the Dispute Parties  shall, within one (1) week of the 
nomination of the former, agree to appoint a third arbitrator. If the arbitrators 
nominated by the Dispute Parties cannot agree on the nomination of a third 
arbitrator, they shall ask the President of the International Ch amber of Commerce 
(ICC) to appoint the third arbitrator.  
55. The arbitrators shall be instructed to establish an arbitration tribunal and to make a 
preliminary ruling on the contested issues within one (1) month of the appointment 
of the third arbitrator, whic h may be extended, if necessary, by the unanimous 
agreement of all three arbitrators. The preliminary ruling shall be applicable 
immediately and until the final decision is issued. The final decision shall be taken 
by the arbitrators within six (6) months of the appointment of the third arbitrator, 
which may be extended, if necessary, by the unanimous agreement of all three 
arbitrators.  
56. Any of the arbitrators shall be entitled to request any relevant information from the 
Dispute Parties in order to enable t hem to reach a decision.  
57. The burden of proof in any dispute under the Fast -Track Dispute Resolution 
Procedure shall be borne as follows: (i) the Purchaser must produce evidence of a 
prima facie case, and (ii) if the Purchaser produces evidence of a prima f acie case, 
the arbitrator must find in favour of the Purchaser unless Synthomer can produce 
evidence to the contrary.  
58. The arbitrators shall be instructed not to disclose confidential information and to 
apply the standards attributable to confidential infor mation and business secrets by 
European Union competition law.  
59. The arbitration shall be in English and conducted pursuant to ICC rules. The 
arbitration award shall, in addition to dealing with the merits of the claim, impose 
the fees and costs of the preva iling Dispute Party upon the Dispute Party that is 
unsuccessful.  
60. In the event of disagreement between the Dispute Parties regarding the interpretation 
of the Commitments, the arbitrators shall inform the Commission, and may seek the 
Commission’s interpreta tion of the Commitments before finding in favour of any 
 
 
19 Dispute Party and shall be bound by the Commission’s interpretation. The 
Monitoring Trustee and the Commission may, at any time, submit a proposal during 
the arbitration procedure.  
61. The arbitrators sha ll decide the dispute on the basis of the Commitments and the 
Decision. The Commitments shall be construed in accordance with the Merger 
Regulation, EU law and general principles of law common to the legal orders of the 
Member States without a requirement to apply a particular national system. The 
Arbitral Tribunal shall take all decisions by majority vote.  
62. Nothing in the arbitration procedure shall affect the powers of the Commission to 
take decisions in relation to the Commitments in accordance with its p owers under 
the Merger Regulation and the EC Treaty.  
SECTION G: THE REVIEW CLAUSE  
63. The Commission may extend the time periods foreseen in the Commitments in 
response to a request from Synthomer or, in appropriate cases, on its own initiative. 
Where Synthomer requests an extension of a time period, it shall submit a reasoned 
request to the Commission no later than one month before the expiry of that period, 
showing good cause. This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confidential copy of the 
report to the Notifying Party. Only in exceptional circumstances shall Synthomer be 
entitled to request an extension within the last month of any period.  
64. The Commission may further, in respon se to a reasoned request from the Notifying 
Party showing good cause waive, modify or substitute, in exceptional circumstances, 
one or more of the undertakings in these Commitments. This request shall be 
accompanied by a report from the Monitoring Trustee,  who shall, at the same time 
send a non -confidential copy of the report to the Notifying Party. The request shall 
not have the effect of suspending the application of the undertaking and, in 
particular, of suspending the expiry of any time period in which the undertaking has 
to be complied with.  
SECTION H: ENTRY INTO FORCE  
65. The Commitments shall take effect upon the date of adoption of the Decision.  
 
Duly authorised for and on behalf of Synthomer plc  
 
 
Name:  
 
Title:  
 
Date:  
 
 
 
20 SCHEDULE  
THE DIVESTMENT BUSIN ESS 
1. The Divestment Business consists of the VP Latex Business. The Divestment 
Business as operated to date has the following legal and functional structure: The VP 
Latex Business:  
1.1.1 is currently owned and operated by Synthomer and its Affiliated 
Undertakings; and 
1.1.2 is not currently operated as a stand -alone business held by distinct 
legal entities within the Synthomer group of companies, and does 
not have dedicated management, production, sales and marketing 
personnel. In particular,  
(A) Synthomer  produces all its VP Latex Products at its […] 
plant in Marl, Germany, which […]. Two reactors at […] are 
dedicated to the production of VP Latex;  
(B) the "Pyratex” brand is dedicated to VP Latex;  
(C) VP Latex is part of Synthomer's "Functional Solutions" 
busines s unit; and  
(D) no management, production, technical, or sales and 
marketing personnel are dedicated to VP Latex.  
2. The VP Latex Business is currently a distinct business line of Synthomer and will be 
carved -out from Synthomer's XSBR and other businesses on dive stment.  
3. In accordance with paragraph 7 of these Commitments, the Divestment Business 
includes, but is not limited to:  
3.1 all tangible manufacturing asse ts that are exclusively or primarily used for 
manufacture of the VP Latex Products, including reactors […] and […] at 
Synthomer's […] plant. Reactors […] and […] each have the following 
specifications: […];  
3.2 all intangible assets (including intellectual pro perty rights, know -how, recipes 
and other information) which are exclusively or primarily used by the 
Divestment Business, and the benefit of licences to other relevant intangible 
assets currently used by Synthomer (or necessary) to manufacture, sell and 
use the VP Latex Products but which are otherwise not exclusively or 
primarily used by the Divestment Business, including either a full transfer or 
an exclusive, irrevocable, assignable, royalty -free, perpetual licence of all 
trade mark rights for the "Pyra tex" brands owned by Synthomer (as further 
described in Annex 1);  
3.3 the assignment of all of Synthomer's VP Latex know -how that is used by 
Synthomer and its Affiliated Undertakings exclusively to develop, 
manufacture, sell and use the VP Latex Products and a ny intellectual property 
 
 
21 rights in such know -how (the " Exclusively Used Technology " as detailed in 
Annex 1;  
3.4 the assignment of all of Synthomer's VP Latex know -how that is used by 
Synthomer and its Affiliated Undertakings primarily to develop, 
manufacture, sell and use the VP Latex Products and any intellectual property 
rights, recipes and other information in such know -how (the " Primarily 
Used Technology " as detailed in Annex 1). The Divestment Business will 
grant back to Synthomer a royalty -free, irrevocab le, non -exclusive, global 
licence for the Primarily Used Technology solely for use in products other 
than VP Latex;  
3.5 a royalty -free, irrevocable, non -exclusive, global licence under Synthomer’s 
other intellectual property rights to use all know -how currentl y used by 
Synthomer to manufacture, sell and use the VP Latex Products but which is 
also used on other products or is otherwise not exclusively used for 
production of the VP Latex Products, in each case solely for the manufacture, 
sale, development and use  of VP Latex (the “ Licensed Technology ” as 
detailed in Annex 1);  
3.6 the transfer of all technical commercial materials exclusively or primarily 
used to develop, manufacture, sell and use the VP Latex Products and any 
intellectual property rights in such mater ials; 
3.7 all raw materials, stocks, work in progress, and semi -finished and finished 
goods relating exclusively to the VP Latex Products held by Synthomer at the 
date of Closing, and agreed levels of other raw materials needed to operate 
the business on Closi ng in line with the Purchaser’s requirements, would be 
held separate and sold over time to the Purchaser under the terms of the 
TTMA;  
3.8 to the extent applicable and transferable, the transfer of all licences, permits 
and authorisations issued by any governme ntal organisation which contribute 
to the current operation or are necessary to ensure the viability and 
competitiveness of the Divestment Business (including those listed in Annex 
2); 
3.9 a list of all customers for the VP Latex Products for 2017, 2018, 2019 and 
2020 until Closing (as set out up to Q3 2019 in Annex 3) as well as, where 
applicable, the assignment of any supply arrangements, contracts, contract 
rights, customer records, customer reports, transactional data, and other 
customer documentation for s uch customers which contribute to the current 
operation or are necessary to ensure the viability and competitiveness of the 
Divestment Business provided however, that Synthomer shall not be required 
to transfer any such supply arrangements, contracts, cont ract rights, customer 
records, customer reports, transactional data or other customer documentation 
that do not form part of the Divestment Business;  
3.10 to the extent applicable, the transfer of: (i) all records of customers and 
suppliers, price lists, catalo gues and mailing lists related to the Divestment 
Business; and (ii) all advertising, marketing, sales, publicity and 
presentational materials related to the Divestment Business, or copies thereof, 
 
 
22 where any items covered by (i) and (ii) of this paragraph 3.10 also relate to a 
product retained by Synthomer;  
3.11 the goodwill relating to the VP Latex Business at the time of the divestment 
together with the exc lusive right for the Purchaser to represent itself as 
carrying on the VP Latex Business in succession to Synthomer;  
3.12 any other tangible or intangible assets which the Purchaser may reasonably 
require to successfully complete the transfer of the Divestment Business to an 
alternative production location; and  
3.13 the following Key Personnel: the named personnel and/or personnel fulfilling 
the functions listed in Annex 4, namely, for each of the VP Latex Business, at 
least (i) an employee with product/applications knowledge and customer 
technical service knowledge; (ii) an employee with manufacturing/operations 
know -how; and (iii) a sales and marketing/ commercial product manager; 
including the Hold Separate Manager. The Key Personnel shall be transferred 
to the Pur chaser, provided that Synthomer and Affiliated Undertakings will 
use their best efforts, including implementing appropriate incentive schemes 
(based on industry practice) to encourage such employees to move to a 
Purchaser. The Key Personnel fulfilling thes e functions shall be identified by 
the Hold Separate Manager upon appointment.  
4. The Divestment Business shall not include:  
4.1 any right to any manufacturing equipment, facilities, warehouses, or other 
facilities owned or controlled by Synthomer or Affiliated U ndertakings 
including, for the avoidance of doubt, Synthomer's […] equipment and 
production facilities other than the reactors currently dedicated to VP Latex 
and any other tangible manufacturing assets that are exclusively or primarily 
used for manufactur e of the VP Latex Products;  
4.2 intellectual property, know -how or other confidential information which does 
not contribute to the current operations and/or is not necessary to ensure the 
viability and competitiveness of the Divestment Business, including in 
relation to the manufacture of raw materials;  
4.3 transfer of any brand other than “Pyratex";  
4.4 the Synthomer and Omnova names or logos in any form, save for the right to 
use Synthomer’s and Omnova’s names or logos to the extent strictly 
necessary to ensure the s mooth transition of the Divestment Business;  
4.5 any names or logos in any form used by Synthomer for products other than 
the VP Latex Products;  
4.6 any personnel currently involved in the Synthomer's VP Latex business other 
than the Key Personnel;  
4.7 books and records required to be retained pursuant to any statute, rule, 
regulation or ordinance, provided that a Purchaser shall obtain a copy of the 
same and shall be permitted access to the original of such books and records 
upon reasonable request during normal business hours;  
 
 
23 4.8 general books of account and books of original entry that comprise 
Synthomer's permanent accounting or tax records;  
4.9 monies owed to Synthomer by customers for the purchase of the VP Latex 
Products, and monies owed by Synthomer to suppliers f or materials used in 
the production of the VP Latex Products.  
5. If there is any asset or personnel which is not covered by paragraph 4 of this 
Schedule  but which is both used (exclusively or not) in the Divestment Business and 
necessary for the continued viability and competitiveness of the Divestment 
Business, that asset or adequate substitute will be offered to potential purchasers by 
transfer or licen ce as appropriate, as overseen by the Monitoring Trustee, and subject 
to the Commission’s approval.  
TRANSITIONAL TOLL MA NUFACTURING AGREEMEN T 
6. The Divestment Business will be divested together with a transitional toll 
manufacturing arrangement (the TTMA), on the basis of which Synthomer will 
provide toll manufacturing services of the VP Latex Products for the Purchaser at 
Synthomer's […] manufacturing facility at Marl, Germany for supply to the 
Purchaser in sufficient volumes to allow the Purchaser to maint ain and expand the 
Divestment Business’ existing market position in the VP Latex Products. The TTMA 
will have the following characteristics:  
6.1 Synthomer will continue to operate VP Latex production at […] in the way in 
which it is operated at the date of the se Commitments for the duration of the 
TTMA, to ensure the continued supply of the VP Latex Products to the 
Purchaser under the same costs structure and of the same quality and 
consistency during that period as at the date of these Commitments (it being 
understood that the production volumes of the VP Latex Products produced 
at […] may fluctuate as long as it does not affect the cost structure as agreed 
with the Purchaser);  
6.2 the Purchaser will grant Synthomer a royalty -free licence for the use of the 
relevan t intellectual property, know -how and technical documentation 
required for the production of the VP Latex Products at its plant in […], 
Germany, allowing Synthomer to use the same to the extent necessary to 
transfer and/or supply the Divestment Business;  
6.3 Synthomer will produce and supply the VP Latex Products at quantity levels 
to be agreed with the Purchaser, which for the avoidance of doubt shall not in 
total exceed Synthomer's actual manufacturing capability at the Effective 
Date of VP Latex at […];  
6.4 the VP Latex Products shall be produced in accordance with the product 
specifications that will be determined in the TTMA and will reflect the 
specifications currently used and quality currently supplied by Synthomer for 
the production of the VP Latex Products ; 
6.5 for safety and quality control, raw materials procured by the Purchaser for 
use by Synthomer under the TTMA must be compatible with the raw 
materials used by Synthomer at the relevant manufacturing facility;  
 
 
24 6.6 Synthomer will supply the Purchaser with the a bove -mentioned volumes of 
the VP Latex Products […] in return for a tolling cost (the " Tolling Cost ") 
for each tonne of the VP Latex Products off -taken by the Purchaser under the 
TTMA. […] Synthomer  shall provide an estimate of the monthly Tolling 
Cost to the Purchaser prior to the time of signing of the TTMA for the 
Purchaser’s approval (not to be unreasonably withheld). Unless otherwise 
agreed with the Purchaser, this estimate shall reflect the Tol ling Cost for each 
of the first six months of the TTMA, and the Tolling Cost charged shall not 
vary by more than […]% from the estimate without the approval of the 
Commission. Synthomer will provide an estimate for each subsequent six -
monthly period of the  TTMA under the same conditions. For volumes of VP 
Latex in excess of […] kt per annum (which is around […]% more than 
current production), the Tolling Cost shall be renegotiated (and approved by 
the Commission) to reflect additional costs and long term li abilities which 
may be required;  
6.7 any variable costs such as raw materials, packaging, utilities and direct labour 
incurred by Synthomer will be compensated for by the Purchaser […]; and  
6.8 the term of the TTMA shall be for a transitional period of up to […] a fter 
Closing. The Purchaser shall use best efforts to complete the transition to its 
own manufacturing as quickly as possible. The Purchaser shall have the 
option to extend the term for a period not exceeding […], with agreement of 
the Commission. The Purc haser shall have the option to extend the term for a 
further period not exceeding […], on a […].  
7. For the avoidance of doubt, Synthomer may obtain, keep or use information related 
to the Divestment Business which is reasonably necessary for the sole purpose  of 
providing toll manufacturing or other transitional services to the Purchaser and shall 
adopt strict firewall procedures to ensure that such information is not available to its 
Retained Business. Synthomer shall implement all necessary measures not to r etain 
nor use any such information after the termination of the TTMA or TSA.  
TRANSITIONAL SERVICE S AGREEMENT  
8. To facilitate the efficient transfer of the Divestment Business to the Purchaser, 
Synthomer commits to provide to the Purchaser the following trans itional services 
relating to the Divestment Business, […]. This shall be for a period of up to […] 
after Closing, and can be extended at the option of the Purchaser with agreement of 
the Commission for a period not exceeding […]. At the option of the Purch aser it 
can be extended for a further period not exceeding […], on a […]. The TSA shall 
provide that the Purchaser shall use best efforts to complete the transition as quickly 
as possible.  
8.1 Sales and marketing. Synthomer shall provide training and technical  
assistance to the Purchaser, to the extent necessary to ensure the viability 
and/or competitiveness  of the Divestment Business, to enable the Purchaser 
to assume responsibility for the sale (including distribution) and marketing of 
the VP Latex Products a t a level similar to that currently provided by 
Synthomer in relation to the VP Latex Products for a period not to exceed 
[…] from the date of Closing, which can be extended at the option of the 
Purchaser with agreement of the Commission for a period not e xceeding […].  
 
 
25 8.2 Technical customer service. Synthomer shall provide training and technical 
assistance in relation to customer qualification proceedings and 
troubleshooting, to the extent necessary to ensure the viability and/or 
competitiveness  of the Divest ment Business, for the duration of the 
Transitional Services Agreement. This shall include the provision of data or 
information which a customer may require to compare the VP Latex 
product(s) manufactured and sold by the Divestment Business after Closing 
with the VP Latex Product(s) previously manufactured and sold by 
Synthomer to that customer (or that the customer has qualified from 
Synthomer, even if it has not been sold the product).  
8.3 Logistics. Synthomer shall enter into transitional arrangements for th e 
continuation of current customer service and logistics services, covering all 
aspects of processing a customer’s orders and ensuring delivery of the VP 
Latex Products to customers, for a period not to exceed […] from the date of 
Closing, which can be ext ended at the option of the Purchaser with 
agreement of the Commission for a period not exceeding […]. For the 
avoidance of doubt, […].  
8.4 Procurement. To the extent necessary to ensure the viability and/or 
competitiveness  of the Divestment Business, Synthomer  shall provide 
support (including technical assistance) to the Purchaser on the transfer of 
procurement arrangements (including to facilitate the procurement of raw 
materials necessary for the manufacture of the VP Latex Products and to 
transition supplier  relationships during the TSA period), for a period not to 
exceed […] from Closing. If the Purchaser is not able to source such raw 
materials  in a cost -effective manner , Synthomer commits to enter, at the 
option of the Purchaser and with agreement of the C ommission, into back -to-
back supply agreements with raw material suppliers and to make such raw 
materials available […], […].  
8.5 Product and manufacturing transfer. Synthomer shall provide training and 
reasonable technical assistance to support the Purchaser with scale -up and 
production trials at the Purchaser's facilities for the duration of the 
Transitional Services Agreement, i.e. to put the know -how into practice, both 
in terms of following the recipe (product know -how) and understanding and 
applying the m anufacturing techniques (process and manufacturing know -
how). Synthomer shall also provide reasonable technical assistance for the 
design and the commissioning of a new production facility for the production 
of the VP Latex Products or the adjustment of an  existing production facility 
at the Purchaser’s premises, on the basis of the know -how and technical 
documentation included in the Divestment Business. Synthomer will provide 
reasonable technical assistance to the Purchaser to obtain all licences, permits  
or authorisations issued by any governmental organisation that are required to 
produce and market VP Latex and are necessary for the viability or 
competitiveness of the Divestment Business.  
9. Without limitation of the above -mentioned TSA commitments, the sc ope and 
elements of the technical assistance referred to at paragraph 8 of this Schedule will 
have to be negotiated with the Purchaser, as this will l argely depend on the 
requirements of the Purchaser. Synthomer envisages that technical assistance could 
include one or more of the following elements: advising on technical knowledge 
documentation, supporting the Purchaser in acquiring specific equipment, providing 
 
 
26 access to staff with suitable experience and skills to assist and/or advise on technical 
issues, assisting in trainings for the Purchaser's staff; and a service back -up for the 
duration of the TSA for frequently asked questions and one defined "g o-to" person 
(who will be the person in charge of managing delivery of the TSA). The TSA shall 
include appropriate provisions to ensure that Synthomer provides the technical 
assistance to the Purchaser in accordance with good industry practice including in  
relation to the timing and responsiveness with which this assistance is provided 
through the different stages of the transition.  
 
  
 
 
27 ANNEX 1  
Detailed description of the trademarks; Exclusively Used Technology;  
Primarily Used Technology; and Licensed technology  
Trademarks  
Figure 1: Pyratex Trademark Family Report  
  


 
 
29  Reactor to storage design (P& IDs)  
 Manufacturing records to include cycle times, batch size – SAP download  
 Manufacturing quality statistics  
 Raw material approvals and specifications  
 
Primarily Used Technology  
Synthomer has not currently identified any Primarily Used Technology.  
 
Licensed technology  
 Regulatory assessment – inventory status (includes the countries that Synthomer can 
export the VP Latex Products to currently)  
 Hazards from SHE  
 Reactor to storage design (P&IDs)  
 Storage and handling procedures  
 Filtration procedures  
 Biocide  protection systems  
 Test methods for final products (Non ISO standards)  
 Raw material approvals and specifications  
  
 
 
30 ANNEX 2  
Licences, Permits and Authorisations  
 
Synthomer has not identified any transferable licences, permits and authorisations relating 
to the VP Latex Business.  
 
  
 
 
31 ANNEX 3  
Customers, 2017 to Q3 2019  
 
[…]  
 
  
 
 
32 ANNEX 4  
Key Personnel  
 
Hold Separate Manager  
 an employee with degree level education, managerial level experience of 3 – 5 years, 
general chemical industry knowledge and understanding of VP Latex, commercial 
skill set including product management, and good communication and inter -personal 
skills  
 
Personnel, identified by the Hold Separate Manager upon appointment:  
 an employee with product/applications knowledge and customer technical se rvice 
knowledge for VP Latex  
 an employee with manufacturing/operations know -how for VP Latex  
 a sales and marketing/ commercial product manager for VP Latex  
 
For the avoidance of doubt, the Hold Separate Manager may be one of the three employees 
listed abov e.