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,  11.12.2018  
C(2018 ) 8753 f inal 
 
 
 
To the notifying party:  
Subject : Case M. 8492 – Quaker / Global Houghton  
Commission 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 19 October  2018 , the  European Commission received notification of a   
concentration pursuant to Article 4 of the Merger Regulation and following a 
referral pursuant to Article 4(5) of the Merger Regulation  ("the notified 
concentration "), which  would result from a proposed transaction by which Quaker 
Chemical Corporation ( "Quaker ") acquires sole control, within the meaning of 
Article 3(1)(b) of the Merger Regulation , of Global Houghton, Ltd. ( "Houghton ") 
by way of a purchase of shares ( "the Transaction "). In this Decision, Quaker is 
also refer red to as the "Notifying Party"  and, together with Houghton, they are 
collectively referred to as  "the Parties ". The undertaking that would result from 
the Transact ion is referred to as "the merged entity ". 
1. THE PARTIES   
(2) Quaker, headquartered in Conshohocken, Pennsylvania (USA), is a global 
provider of process fluids, chemical specialty products and technical expertise to 
                                                 
1  OJ L 24, 29.1.2004, p. 1. With effect from 1 December 2009,  the Treaty on the Functioning of the 
European Union ( 'TFEU ') 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').  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omitted has been replaced by ranges of figures or a 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.  PUBLIC VERSION  
 
2 a wide range of industries, including steel, a luminium, automotive mining, 
aerospace, tube and pipe, cans and others.  
(3) Houghton, headquartered in Valley Forge, Pennsylvania (USA) is a global 
provider of specialty chemicals, oils and lubricants. It serves a wide variety of 
sectors, including steel, alum inium, aerospace, automotive, food and beverage, 
machinery and equipment, and others.  
2. THE TRANSACTION  
(4) The notified concentration consists of the acquisition  by Quaker of sole control 
over Houghton by way of a purchase of shares. In exchange for this, Houg hton's 
shareholders will receive a cash consideration of USD 172.5 million, and 24.5% 
of Quaker's common shares. This minority shareholding will not confer joint 
control to Houghton's shareholders .3 
(5) It follows that the Transaction would result in  a concentration within the meaning 
of Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIMENSION  
(6) The notified concentration does not meet the thresholds of Article 1(2) of the 
Merger  Regulation. The combined aggregate worldwide turnover of the Parties is 
lower than EUR  5 000 million ( Quaker : EUR 674.9  million ; Houghton EUR 
692.9 million ). Nor does the notified concentration meet the thresholds set out in 
Article 1(3) of the  Merger Regulation, since the combined aggregate worldwide 
turnover of the Parties  is lower than EUR 2 500  million. The notified 
concentration  therefore does  not have a Union dimension within the meaning of 
Article 1 of the Merger Regulation.  
(7) On 17 May 2017, the Notifying Party informed the Commission by way of a 
reasoned submission that the Transaction was capable of being reviewed under 
                                                 
3  Houghton is indirectly controlled by Gulf Oil International Ltd.  ("Gulf", through Gulf Houghton) , 
ultimately held by the holding vehicle AMAS Holding SPF ("Amas", Luxembourg). Amas is owned 
by numerous members of the Hinduja family  (India ) with no single ind ividual having a share of […]. 
No family member(s) either solely or jointly exercise(s) control over Amas. Post -Transaction, 
Quaker's Board of Directors will be composed of twelve members and Gulf Houghton will have the 
right to appoint three Directors. Strategic decisions at the level of the Board will be taken by simple 
majority. Most decision s at the Shareholder Meeting will be taken by simple majority with a minimum 
quorum of […]. The only decisions which will require a supra -majority of […]% of the shareholders' 
votes relate to standard minority shareholders protection rights, with the exception of the removal of 
directors. While Gulf Houghton  will be able to veto such decision  in light of their […]% share , this is 
not, on its own,  sufficient to confer them negative control over Quaker post -Transaction.  As regards 
points pertinent to the competitive assessment regarding  this non -controlling  minority stake , it is noted 
that the information submitted by the Notifying Party indicates that: (i) there are only very small 
overlaps between the activities of Gulf and those of the Parties in the EEA : first, w hile Gulf supplies 
mineral -based hydraulic  fluids (a market where the Parties have minor activities), the supplied 
volumes are very limited ; second,  Gulf licenses its brand to companies selling products in markets 
where the Parties are active. However, the quantities sold under the Gulf brand ar e also very limited; 
and (ii) n o other meaningful relationship would arise between the Parties' activities and Gulf's 
activities. Accordingly, the non -controlling minority shareholding is not discussed further in this 
Decision.  
 
3 the national competition laws of Germany, Portugal and Spain , and requested that 
the Transaction be reviewed by the Commission. The Member States competent 
to examine the Transaction did not express disag reement to the referral request 
within the period laid down by the Merger Regulation.   
(8) Accordingly, the notified concentration  is deemed to have a Union dimension 
pursuant to Article 4(5) of the Merger  Regulation .  
4. THE PROCEDURE  
(9) The Transaction was  initially notified to the Commission on 2 February 2018. 
Following the results of an initial market investigation, the Parties formally 
submitted to the Commission a first set of commitments  on 2 March 2018.  
(10) The first set of commitments  consisted of the d ivestment of EEA product 
formulations in relation to Quaker's aluminium hot rolling oil business and 
Houghton's steel rolling oil business, with a non -exclusive royalty -free licence -
back to the merged entity outside the EEA , to the extent permitted by the US 
Federal Trade Commission in its proceedings . The market test concerning the first 
set of commitments yielded negative results . The  remedy package was deemed 
inadequate to allow a potential purchaser to run the divestment business viably 
and competitivel y. Notably, the mix -and-match of carve d out asset s from both 
Quaker and Houghton  presented serious implementation risks, particularly in 
relation to the transfer of sufficient personnel. In light the  results of the market 
test, the Parties withdrew their i nitial notification on 16 March 2018.  
(11) The Parties re-notified  the conce ntration  on 19 October 2018  ("the second 
notification "). Shortly after, on 25 October 2018 , the Parties submitted a n 
improved set of commitments , as described in Section 6.2.1 of this Decision.  
(12) In the context of the second notification, the Commission has carried out a market 
investigation and a market test (the latter is hereinafter referred to as "the market 
test") in parallel.  
(13) Virtually all respondents confirmed that their views on the markets concerned by 
the Transaction had not change d with respect to those  provided in the context of  
the initial market i nvestigation . Therefore, for the purpose of the competitive 
assessment  in this Decision , the Commission relies on the information that the 
market participants  already provided  in response to  the initial market 
investigation , which is hereinafter referred to as "the market investigation ". 
5. COMPETITIVE  ASSESSMENT  
5.1. Product market defi nition  
(14) Quaker and Houghton are both active in the development, production and 
marketing of specialty chemical products  globally. The Parties' activities overlap  
in the production and sale of industrial lubricants  and industr ial surface treatment 
products.  
 
4 (15) As regards lubricants, i n its decision in the  Exxon/Mobil4 case, the Commission 
identified four general types of lubricants applications , namely  industrial, 
automotive, marine and aviation. The main function of lubricants used for 
industrial applications is to reduce friction and wear between moving parts within 
a system. Also, t he Commission  underlined in Exxon/Mobil  that industrial 
lubricants in clude metalworking fluids ("MWFs"), hydraulic fluids ("HFs"), 
industrial gear oils, turbine oils, transformer oils, compressor oils and process 
oils/aromatic extracts. The Parties are only active in two of these categories, 
namely MWFs and  HFs.  
5.1.1.  Metal work ing fluids  
5.1.1.1.  Introduction  
(16) MWFs comprise a range of oils and liquids used in metal production processes to 
lubricate and/or cool metal workpieces whilst being processed. Contrary to other 
types of industrial lubricants such as HFs5, MWFs come into direct cont act with 
the workpiece.  
(17) The Notifying Party submits that the relevant product market encompasses the 
manufacture and sale of all industrial lubricants, w ithout any further 
segmentation .  
(18) In this regard, t he Notifying Party refers to a decision dating back  to 1996, 
IV/M.727 - BP/Mobil , where the Commission noted the limited extent of 
demand -side substitutability regarding industrial lubricants but also recognised 
considerable supply -side substitutability in the lubricants manufacture process. 
Notably , the C ommission considered that in blending plants, base oils can be 
blended with different additives to manufacture different types of lubricants and 
that switching between different types of industrial lubricants is relatively simple. 
In that decision, the Com mission noted that some customers demand the full 
range of lubricants for their operations from their lubricants supplier, rather than 
sourcing individual lubricants from different suppliers and that this portfolio  
effect, combined with the very strong sup ply-side substitutability  in terms of  
manufacturing process would seem to indicate a single market for industrial 
lubricants despite the specific products which are produced for different  end uses. 
The Notifying Party  submits that the production process re lating to  industrial 
lubricants simply involves blending tank s with agitator s, and customiz ed 
ingredients. On that basis, t he Notifying Party  argues  that the existence of 
significant supply -side substitutability warrant s the finding s of a single market 
comprising all industrial lubricants.  
(19) Notwithstanding  the above , the Notifying Party also submits that the market for 
the manufacture and sale of MWF s, might be subdivided into four main 
categories: ( a) Removal fluids, ( b) Forming fluids, (c) Protecting fluids; and ( d) 
                                                 
4  Commission decision  in cas e IV/M. 1383  - Exxon/Mobil  dated 29 Septem ber 1999.  It is pertinent to 
note that the competitive assessment in that case focused mainly on a component of lubricants, namely 
base oils. The present Decision focuses on overlaps of downstream  products  thereof , i.e. lubricants.   
5  Under certain circumstances, HFs may enter in contact with the workpiece in case of leakages and 
potentially with the MWFs. Depending on the end product, compatibility between HFs and MWFs 
may therefore need to be ensured.  
 
5 Treating fluids. The Notifying Party further acknowledges that each of  these 
MWF segments comprises a n umber of different products :  
(a) Removal fluids  are used in metalworking operations in which chips are 
removed from the metal (e.g. cutting fluids, grinding fluids, coolants, etc.) . 
Within the removal fluids category, t he following main product groups 
may be identified, according to the information provided by the Notifying 
Party : (i) emulsifiables , and (ii) neat oils .  
(b) Forming fluids  are used in chipless metalworking operations that involve 
changing the shape or contour of metals by bending, stretching, pounding 
or squeezing the metal. The diversity of forming applications results  in a 
wide range of fluid types, serving various industries. Within the forming 
fluids category, t he following main product groups may be identified, 
according to the information provided by the Notifying Party : (i) rolling 
oils, which are used in the stee l and non -ferrous  (i.e. aluminium, copper, 
and zinc)  industries, for hot and cold rolling oil operations , (ii) wet temper 
fluids , (iii) drawing and forming f luids , (iv) forging f luids , and (v) cans 
fluids . Within some of these product groups, different pro ducts  can be 
identified  depending on their intended use (e.g. within rolling oils, 
distinction  between i.a. steel hot rolling oils and steel cold rolling oils, as 
well as aluminium hot rolling oils and aluminium cold rolling oils).  
(c) Protecting fluids  are used to temporarily shield metal surfaces, protecting 
them from air, water or other corrosive substances (e.g. rust preservatives). 
Within the protecting fluids category, the Notifying Part y explains that a 
specific  product  categor y could be distinguis hed in view of the peculiar 
characteristics  of its oils , i.e. prelubes, and that no further meaningful 
subdivision would be adequate .  
(d) Treating  fluids  are used in thermal processes in which the physical 
properties of metal are changed to meet application  requirements (e.g. to  
render the metal hard, soft, elastic or brittle) . The Notifying Part y submits 
that it is not aware of possible sub -divisions of this category and does not 
discuss it further  as the Parties' activities do not overlap in this respect.6 
(20) While the Notifying Party acknowledge s that, internally, it  segment s the market  
for industrial lubricants  in multiple ways (for example by […] or by  […]), it 
submit s that such internal segmentations cannot serve as a basis to define product 
market s for the purpose of merger control review .  
(21) The market investigation has shown  that demand -side substitutability between 
different categories or products of industrial lubricants is very limited. The vast 
majority of respondents in dicated that it is technically impossible to use a 
particular lubricant for a different purpose than what i t was designed for. The  
results of the  market investigation indicate d that the very limited demand -side 
substitutability does not only apply to the p ossibility to substitute products within 
                                                 
6  Quaker does not produce or sell any treating fluids to any of its customers, with the exception of a 
single customer for which Quaker performs broader fluid management services, […].  
 
6 a given MWF  category ( e.g. a forming fluid with a removal fluid), but also in 
relation to the different products within the various MWF  product categories.7  
(22) Moreover, in the present case, results of the market inve stigation do not generally 
confirm the Notifying Party's submission about  supply -side substitutability. 
Supply -side substitutability may be taken into account when defining markets in 
those situations in which its effects are equivalent to those of demand -side 
substitution in terms of effectiveness and immediacy. This means that suppliers 
are able to switch production to the relevant products and market them in the 
short term without incurring significant costs or risks in response to a small and 
permanent change in relative prices. When companies market a wide range of 
qualities or grades for one product  and even if , for a given final customer or group 
of consumers, the different qualities are not substitutable, the different qualities 
will be grouped into one product market, provided that most suppliers are able to 
offer and sell the various qualities immediately and without incurring significant 
increases in costs.8  
(23) The market investigation has also shown  that manufacturing equipment does not 
appear to re present a significant barrier to switching production from one 
particular individual product to another. Indeed, if a supplier possesse d the 
chemical formulation and production know -how to produce a particular lubricant, 
switching production to that lubricant would not appear to be characterised by 
high costs and delays.9 In this respect, the Notifying Party  submit s, for example, 
that swit ching production between different types of industrial lubricants would 
involve only the step of cleaning the blending tank, which  can be performed 
within a couple of hours. The Notifying Party  further submit s that the costs 
resulting from switching the pr oduction between different types of industrial 
lubricants are generally not high.  
(24) However, what does appear, in light of the results of the market investigation, to 
constitute a significant barrier to switching for certain industrial lubricants is the 
chemical formulation of the product and production know -how, which appear to 
be essential in the production process in relation to certain MWF lubricants (for 
example, in relation to some rolling oils ).  
(25) The results of the market investigation have indicate d that developing the 
formulation and know -how for certain MWF  involves significant costs . Because  
of this, most suppliers active in the industrial lubricants space acknowledge that if 
a supplier d id not already possess the formulation and know -how to produc e 
certain  products , that supplier would not be able to offer and sell those products 
immediately and without incurring significant costs.10 Accordingly, supply -side 
substitutability cannot be considered equivalent  in terms of effectiveness and 
immediacy as demand -side substitution . More detail s about  this lack of supply -
side substitutability in relation to particular products pertinent to the assessment 
of the Transaction are presented in the following paragraphs , where applicable .  
                                                 
7  Replies to Q2 – questionnaire to c ustomers, question 7.  
8  Commission's notice on the definition of relevant market for the purposes of Community competition 
law, paragraphs 20 -21. 
9  Replies to Q 1 – questionnaire to competitors, question 12.  
10  Replies  to Q1 – questionnaire to competitors, questions 12 and 13.  
 
7 5.1.1.2.  Removal fluids  
(26) Removal fl uids are used in metalworking operations in which chips are removed 
from the workpiece. They are designed to cool machined parts and metalworking 
tools. Additionally, Removal fluids act to wash away bits of metal or chips from 
the workpiece, protect the workpiece f rom corrosion and reduce friction. The 
ultimate objective of the use of Removal fluids is to increase the productivity and 
the product quality.  
(27) According to the results of the market investigation, the vast majority of metal 
working fluid producers consid ers Removal fluids as a separate product market 
within  MWF11. This conclusion is shared by the vast majority of customers of 
MWF12. The majority of the respondents to the market investigation with 
producers of MWF also indicated that starting the supply of R emoval fluids in the 
short term is not realistic due to the high costs (gathering know -how, R&D 
processes, set -up costs) and time needed (products need to be developed, but also 
tested by the customers) .13 
(28) Furthermore, a ccording to the information provided by the Notifying Party , the 
following sub -segments may be identified within the Removal fluids category:  (i) 
Emulsifiables; and (ii) Neat oils .  
(a) Emulsifiables are water soluble Removal fluids. These fluids are mixed 
with water in order to produce an emuls ion, which is then applied to the 
operation for which the Removal fluid is required.  
(b) Neat oils are oil -based Removal fluids without water content. They are 
typically used for low -speed operations and large cutting depths, where 
there is no specific need f or cooling and thus no demand for water content.  
(29) The vast majority of the producers of MWF participating in the market 
investigation confirm the Notifying Party’s view  that Emulsifiables and Neat oils 
are the two main types of Removal fluids14. According t o the results of the market 
investigation, the majority of the producers of MWF consider the barriers to entry 
the sub -segments of Emulsifiables or Neat oils as difficult and costly if the 
company is not already present in that sub -segment. The estimated t ime needed to 
enter either segment without pre -existing knowledge and activity can be up to 2 
years and cost estimates range between low and EUR 10 million.15 Other hurdles 
mentioned by producers of MWF are IP rights, regulatory hurdles, customer and 
machin e tool manufacturer approvals, etc .16 
(30) However, the market investigation with the customers has not provided a clear 
result to the customer’s perception of the demand -side-substitutability of 
Emulsifiables and Neat oils. Approximately 1/3 of the respondents considered 
Neat oils and Emulsifiables can be substitutes to each other, but another third of 
                                                 
11   Replies to Q1 – questionnaire to competitors, question 5.  
12  Replies to Q2 – questionnaire to customers, question 5.  
13  Replies to Q1 – questionnaire to competitors, question 13.  
14  Replies to Q1 – questionnaire to competitors, question 60.  
15  Replies to Q1 – questionnaire to competitors, question 62.  
16  Replies to Q1 – questionnaire to competitors, question 62.1.1.  
 
8 the customers indicated that this was not the case (the remainder had no 
opinion) .17 However, all respondents indicated that a substitution would not be 
straightfo rward and required new trials to be ran with the new fluid, potential 
needs to modify the production equipment  and the overall risk of quality loss in 
the final product. The majority of customers also indicated that, even if one of the 
two types of removal  fluids would undergo a permanent price increase of 5 to 
10%, they would not switch away from the more expensive product .18 
(31) In light of the results of the market investigation and taking account of all 
evidence available to it, the Commission considers that , for the purpose of this 
Decision, (i) Removal fluids  constitute a relevant product market; and (ii) the 
question of whether the market for Removal fluids should be segmented between 
Emulsifiables and Neat oils can be left open, since the notified concentration  does 
not raise serious doubts as to its compatibility with the internal market, regardless 
of the exact product market definition.  
5.1.1.3.  Forming fluids  
(32) Forming fluids are used in chipless metalworking operations that involve 
changing the shape or contour of metals by bending, stretching, pounding or 
squeezing the metal. The diversity of forming applicati ons has resulted in a wide 
range of fluid types, services various industries.  
i. Rolling oils  
Non-ferrous rolling oils, including aluminium rolling o ils 
(33) The category of non -ferrous rolling oils includes MWF used in the rolling of 
metals that do not contain iron in appreciable amounts, i.e. typically  aluminium, 
copper, and zinc. Depending on the temperature that characterises the rolling 
stage, ea ch of these metals may undergo  two different main rolling processes , 
namely  hot rolling  and cold rolling . Differe nt types of rolling oils  are used by 
manufacturers, depending on the type of rolling process and metal considered.  
(34) In the EEA, the Parties ’ activitie s mainly overlap in relation to the supply of 
aluminium hot rolling oils (AHRO). Additional overlaps arise in relation to the 
supply of aluminium cold rolling oils (ACRO) and copper cold r olling o ils 
(CCRO), but Quaker's sales of each of th ese two products  are de minimis .  
(35) AHRO is a forming MWF  used by aluminium manufacturers in forming or 
shaping aluminium to reduce forces on the roll, to prevent roll wear and to cool 
the roll. More specifically, AHRO is used to reduce the thickness of the 
aluminium ingot or slab in order to form different aluminium shapes. AHRO 
provides cooling, metal wetting, a high friction coefficient and film strength and 
also prevents metal pickup by the rolls.19  
(36) The Commission has never considered in the past  potential markets for ro lling 
oils used in the production of non -ferrous metals, including aluminium.  
                                                 
17  Repl ies to Q2 – questionn aire to customers, question 40 and sub -questions.  
18  Replies to Q2 – questionnaire to customers, question 40.2 and 40.3.  
19  Form CO, paragraph 196.  
 
9 (37) The information provided  by the Notifying Party indicates that a given non -
ferrous rolling oil (e.g. AHRO) is generally designed to be applied during the 
production process of a  specific type of non -ferrous metal. Due to varied 
metallurgical properties of each of the different non -ferrous metals, lubricants 
dedicated to specific metals have to be used for each of these metals and can not 
therefore be fully substituted  from the dem and side . According to the Notifying 
Party, the same reasoning applies to rolling oils used in hot and cold production 
processes as they are designed specifically for each application  type.20  
(38) Similarly to  its assertion about  significant degree of supply -side substitutability in 
the industrial lubricants space , the Notifying Party submits that there is a 
significant degree of supply -side substitutability in the manufacture of various 
types of non -ferrous rolling oils.21  
(39) However, t he Notifying Party's views a ppear to be contradicted both by the 
Parties’ internal documents and by the results of the market investigation, which 
suggest th e existence of  a separate product market for the manufacture and supply 
of AHRO  for the following reasons . 
(40) First, in their inte rnal documents, the Parties analyse their sales and discuss the 
position of their competitors on the basis on narrow product segments, including 
at the level of "aluminium hot rolling" products.22 
(41) Second, the results of the market investigation indicated th at there is a lack of 
demand -side and supply -side substitutability between AHRO and other 
lubricants, including other non -ferrous rolling oils.  
(42) On the demand side, customers explained that AHRO cannot be substituted with 
any other product which is not spe cifically designed for that application 
purpose.23 One AHRO  customer explained  for instance that  "No other f orming 
fluids can be substitute[s]  for AHROs due to their unique chemistries ."24 
(43) On the supply side, competitors explained that switching production to AHRO 
constitutes a costly and lengthy process. While  manufacturing equipment does not 
appear to represent a significant barrier to switching production, the majority of 
competitors expl ained that without specific  know -how on the chemical 
composition of AHRO and the blending process of  its different ingredients, it 
would be extremely difficult to start produc ing a rolling oil which is not already 
in their product portfolio.25 In particular , results of the market investigation 
indicate d that switching production to AHRO would require suppliers  to run a 
long R&D process and , potentially , to face significant set -up costs , regardless of 
whether they are already active in the production  of othe r rolling oils .26 
                                                 
20  Form CO, paragraph 213.  
21  Form CO, paragraph 213.  
22   See for example Annex 5.4(ii)(a)(25) to the Form CO, [Reference to internal documents ]. 
23  Replies to Q2 – questionnaire to c ustomers, questions 7 and 9.  
24  One customer's reply to Q2 – questionnaire to c ustomers, question 9.  
25  Replies to Q1 – questionnaire to competitors, question 39.  
26  Replies to Q1 – questionnaire to competitors, question  21.  
 
10 (44) For the reasons set out above, the Commission considers that, for the assessment 
of the Transaction, the market for AHRO constitutes a distinct product market. In 
relation to other non -ferrous rolling oils, given that the notified concentration  is 
unlikely to lead to competition concerns regardless of the exact product market 
definition, the Commission considers that th e question as to whether non -
aluminium non -ferrous rolling oils individually constitute separate product 
markets or  are part of a broader market for non-aluminium non -ferrous rolling 
oils can be left open  for the purpose of the present case .  
Steel rolling oils  
(45) Similarly to the aluminium sector, steel can be processe d under  hot and cold  
rolling . Different types of roll ing oil s are used by steel manufacturers depending 
on the type of process considered.  
(46) In particular, Steel Hot Rolling Oils (“ SHRO ”) are a type of M WF used in the hot 
rolling of steel with the aim to increase productivity (higher speeds and less wear 
of the rolls) and quality  of the metal being worked  (reduced oxide formation). The 
use of SHRO also facilitates the production of  increasingly thinner sheets in the 
hot rolling process.27  
(47) Steel Cold Rolling Oils (“ SCRO ”) are a type of MWF used in the cold rolling of 
steel with the aim to lubricate and protect the metal against corrosion, abrasion 
and other damage s.28 Besides SCRO, tinplate rolling oils (TRO) are  used for the 
cold rolling of very thin steel, which is predominantly used as packaging steel, for  
example thin cans.  The function of TRO is the same as for SCRO, that is to say to 
lubricate and protect steel against corrosion and other damages.29  
(48) Furthermore, pickle oil is a lubricant which is typically applied to the steel surface 
after pickling, bef ore the cold rolling mills. Pickle oil is only used if the pickling 
line and the rolling mill are not couples to avoid scratching and corrosion, and to 
provide the lubrication in the first stand of the rolling mill.30  
(49) The Commission has never considered in  the past potential market s for rolling 
oils used in the production of steel .  
(50) As explained in Section 5.1.1.1 , the Notifying Party takes the view that one single 
product market for industrial lubricants, including the various types of MWF s 
such as SHRO  and SCRO , exists, in view of strong supply -side substitutability.  
(51) As regards TRO, the Notifying Party considers that the function of TRO and 
SCRO is essentially the same. TRO formulations are similar to SCRO 
formulations, but generally contain fewer additive s and are therefore considered 
                                                 
27  Form CO, paragraphs 173 -174. Not all steel producers use  SHRO, which explains why the market size 
of SHRO is much smaller than the market size of other rolling oils used in the steel sector, no tably 
SCRO (Form CO, paragraph 369). As explained, customers make use of SHRO as soon as the steel 
needs to undergo hot rolling operations and, for example, the quality of the metal produced needs to be 
particularly high.  
28  Form CO, paragraph 175.  
29  Form  CO, paragraph 189.  
30  Form CO, paragraph 176.  
 
11 relatively less complex.31 Therefore, the Notifying Party considers TRO to be part 
of the same  product  market as SCRO.  
(52) As regards pickle oil s, the Notifying Party explains that all large steel cold rolling 
mills in Europe are couple d with the pickling line, and that the demand for pickle 
oil is  therefore  limited. In addition, the Notifying Party argues that most of the 
times the same formulation is used for pickle oil and for SCRO. Therefore, in the 
Notifying Party's view, SCRO  and pickle oil are substitutable both from the 
demand side and the supply side.32  
(53) The Notifying Party's views appear to be contradicted both by the Parties’ internal 
documents and by the results of the ma rket investigation,  which suggest that  
separate  markets exist for the manufacture and  supply of  SHRO and SCRO.  
(54) First, in their internal documents, the Parties analyse their sales and discuss the 
position of their competitors on the basis on narrow product segments, including 
at the level of "steel hot rolling" products33 and "steel cold rolling" products.34 
(55) Second, the results of the market investigation indicated that there is a lack of 
demand -side and supply -side substitutability between SHRO and other lubricants, 
including SCRO, and vice versa .  
(56) On the  demand side, customers explained that SHRO and SCRO are specifically 
used in the hot rolling and cold rolling of steel, respectively, and cannot be 
substituted with other products in view of their very specific characteristics .35 For 
instance, o ne customer  operating in the steel sector explained  that "Rolling oils 
are developed for the specific use in hot or cold rolling process of steel sheet and 
are designed to each application specifically. Therefore, it is not substitutable 
within the same category."36 
(57) On the supply side, competitors responding to the market investigation explained 
that switching production to  each of SHRO and SCRO constitutes a costly and 
lengthy process. While  manufacturing equipment does not appear to represent a 
significant barrier to  switching production, t he majority of competitors mentioned 
that having the relevant, specific know -how is necessary to be able to produce 
those products  and that, in order to develop this, substantial investments, notably 
in R&D, would be required.  
(58) Over all, competitors explained  that starting to produce  SHRO would take up to 
two years for a company already producing other types of rolling oils, and up to 
five years for a company not active in the rolling oils business. Beyond the lack of 
necessary know -how, a company not active in rolling oils would likely face 
                                                 
31  Form CO, paragraph 190.  
32  Form CO, paragraph 177-178. 
33  See for example Annex 5.4(ii)(a)(25) to the Form CO, [Reference to internal documents ]; Annex 
5.4(ii)(d)(1) to the Form CO, [Reference to internal documents ]. 
34   See for example Annex 5.4(ii)(a)(25) to the Form CO, [Reference to internal documents ]; Annex 
5.4(ii)(d)(1) to the Form CO, [Reference to internal documents ]. 
35  Replies to Q2 – questionnaire to c ustomers, question.  
36  One customer's reply to Q2 – questionnaire to c ustomers, questi on 9.   
 
12 higher commercial barriers as it would not possess relevant customer references.37 
Empirical evidence shows that switching production may be even more difficult 
than what emerged overall from the ma rket investigation since, for example, one 
competitor active on the market for SCRO reported that while they have been 
trying to start producing SHRO , they  have not managed to effectively enter this 
space yet.38 
(59) Similarly, possessing the specific know -how in relation to SCRO is essential to be 
able to compete on the market, which entails costly R&D investments and time 
efforts (up to several years). Having knowledge of other rolling oils used in steel, 
such as SHRO, is not fungible since, as one competi tor explained: "With regards 
to cold rolling oils and hot rolling oils, they require different formulation 
technologies and know how."39  
(60) As regards pickle oil, the market investigation confirmed that only a few steel 
mills purchase these oils in Europe, si nce demand for this product arises only 
where the cold mill is not paired with the pickling line. In addition, some 
customers and competitors explained that SCRO may be used in the picking 
process, and thus may be used as a substitute product for pickle oi l.40 For 
example, a competitor active in SCRO market explained that "In many cases the 
pickle oil is the same oil as is used later for cold rolling operations".41  
(61) As regards TRO, the market investigation showed rather  limited demand -side 
substitutability wi th standard SCRO , since TRO are specifically designed for the 
treatment of thinner metal and are thus not substitutable with other lubricants in 
terms of product characteristics.42 As regards the supply side , the results of the 
market investigation are mixe d. While some competitors explained that SCRO 
and TRO  are relatively  similar  products , other s point out to the existence of 
relevant differences in the product formulations.43  
(62) For the reasons set out above, the Commission considers that, for the assessment  
of the Transaction, the market s for SHRO and SCRO constitute  distinct  product 
market s. As regards, pickle oils and TRO, given that the assessment of the 
Transaction would not change  regardless of whether they are consider ed part of 
the SCRO market or distinct product market s, the Commissio n considers that this  
question can be left open.   
ii. Wet Temper fluids  
(63) Wet Temper fluids are used by steel mill operators on their temper mills. A 
temper mill has the primary purpose to improve the surface finish on ste el 
                                                 
37   Replies to Q1 – questionnaire to competitors, question 21. As one competitor explained, a new entrant 
would face: "Long or costly R&D processes, lack of access to essential inputs, extensive know -how 
needed, prohibitive set -up costs, commercial  barriers and high approval costs from third parties."  
38  Replies to Q1 – questionnaire to competitors, question 20.  
39  Replies to Q1 – questionnaire to competitors, question 23.  
40  Replies to Q2 – questionnaire to c ustomers, question 9 and replies to Q1 – questionnaire to 
competitors, question 18.  
41  Replies to Q1 – questionnaire to competitors, question 18.  
42  Replies to Q2 – questionnaire to c ustomers, question 10.  
43  Replies to Q1 – questionnaire to competitors, question 18.  
 
13 products which have already been cold rolled and annealed. Wet Temper fluids 
help to remove iron, carbon and other contaminants from the steel strip.  
(64) According to the market investigation, the majority of competitors active in MWF 
agree that Wet Temper  fluids form a separate product category within Forming 
fluids44. The respondents indicated that entering the supply of Wet Temper fluids 
can take anywhere between 6 months to 24 months, depending on whether or not 
the company has some pre -existing knowledg e and manufacturing equipment45. 
According to the Notifying Party, the manufacturing equipment for Wet Temper 
fluids is the same as for any other Forming fluids or even MWF.  
(65) The vast majority of customers of MWF having replied  to the market 
investigation c onsider that different types of Forming fluids (e.g. Wet Temper 
fluids), cannot be substituted with other Forming fluids46.  
(66) In light of the results of the market investigation and taking account of all 
evidence available to it, the Commission considers tha t, for the purpose of this 
Decision , Wet Temper fluids can be considered  as a separate product market . 
iii. Drawing and Forming fluids  
(67) Drawing and Forming fluids are used in metalworking operations that change the 
shape and contour of the metal by bending, str etching, pounding and squeezing. 
Typical customers are the automotive industry, the tube industry and the wire 
industry.  
(68) According to the market investigation, the majority of competitors active in MWF 
agree that Drawing and Forming fluids form a separate  product category within 
Forming fluids47. The respondents indicated that entering the sub -segment of 
Drawing and Forming fluids can take anywhere up to 24 months, depending on 
whether or not the company has some pre -existing knowledge and manufacturing 
equipment48. According to the Notifying Party, the manufacturing equipment for 
Drawing and Forming fluids is the same as for any other forming or even MWF.  
(69) The vast majority of customers of MWF having responded  to the market 
investigation consider that differ ent types of Forming fluids (e.g. Drawing and 
Forming Fluids), cannot be substituted with other Forming fluids49.  
(70) In light of the results of the market investigation and taking account of all 
evidence available to it, the Commission considers that, for the  purpose of this 
Decision , Drawing and Forming fluids can be considered  as a separate product 
market  
                                                 
44  Replies to Q1 – questionnaire to competitors, question 16  
45   Replies to Q1 – questionnaire to competitors, questions 21.7 and sub -questions and 22.  
46  Replies to Q2 – questionnaire to customers, question 9.  
47  Replies to Q1 – questionnaire to competitors, question 16  
48  Replies to Q1 – questionnaire to competitors, questions 21.7 and sub -questions and 22.  
49  Replies to Q2 – questionnaire to customers, question 9.  
 
14 iv. Forging fluids  
(71) Forging fluids are used to prevent damage to the metal as it is forced into a die 
during the forging process whereby the density, toughnes s and strength of metal 
is increased by forcing metal into different shapes by repeated hammer -like 
blows. Forging fluids cool and lubricate the die to reduce friction and minimize 
metal pickup and die wear.  
(72) According to the market investigation, the majo rity of competitors active in MWF 
agree that Forging fluids form a separate product category within Forming 
fluids50. The respondents indicated that entering the sub -segment of Forging 
fluids can take anywhere up to 24 months, depending on whether or not th e 
company has some pre -existing knowledge and manufacturing equipment51. 
According to the Notifying Party, the manufacturing equipment for Forging fluids 
is the same as for any other Forming f luid or even MWF.  
(73) The vast majority of customers of MWF having responded  to the market 
investigation consider that different types of Forming fluids (e.g. Forging fluids), 
cannot be substituted with other Forming fluids52.  
(74) In light of the results of the market investigation and taking account of all 
evidence available  to it, the Commission considers that, for the purpose of this 
Decision , Forging fluids can be considered as a separate product market  
v. Can Cupper fluids  
(75) Can Cupper fluids provide lubrication in the cup and protect against bleed -
through in the manufacturin g of aluminium cans. They also give ferrous and non -
ferrous corrosion protection to can making equipment and tooling. Typical 
customers are beverage can manufacturers.  
(76) According to the market investigation, the majority of competitors active in MWF 
agree that Can Cupper fluids form a separate product category within Forming 
fluids53. The respondents indicated that entering the sub -segment of Can Cupper 
fluids requires a R&D process and substantial efforts to receive the necessary 
qualifications from potential customers, as the actual manufacturing process of 
cans is very sensitive in terms of quality and output performance54.  
(77) The vast majority of customers of MWF replying to the market investigation 
consider that different types of Forming fluids (e.g . Can Cupper Fluids), cannot 
be substituted with other Forming fluids55.  
(78) In light of the results of the market investigation and taking account of all 
evidence available to it, the Commission considers that, for the purpose of this 
Decision , Can Cupper flu ids can be considered as a separate product market . 
                                                 
50  Replies to Q1 –questionnaire to competitors, question 16.  
51   Replies to Q1 – questionnaire to competitors, questions 21.7 and sub -questions and 22.3.  
52  Replies to Q2 – questionnaire to customers, question 9.  
53  Replies to Q1 – questionnaire to competitors, question 16.  
54   Replies to Q1 – questionnaire to compet itors, questions 21.7 and sub -questions and 22.2.  
55  Replies to Q2 – questionnaire to customers, question 9.  
 
15 vi. Can Bodymaker fluids  
(79) Can Bodymaker fluids are coolants used in a second step of the can -making 
process, whereby the body of the can is made from a cup. Typical customers are 
again beverage can manufactur ers.  
(80) According to the market investigation, the majority of competitors active in MWF 
agree that Can Bodymaker fluids form a separate product category within 
Forming fluids56. The respondents indicated that entering the sub -segment of Can 
Bodymaker fluids requires a R&D process and substantial efforts to receive the 
necessary qualifications from potential customers, as the actual manufacturing 
process of cans is very sensitive in terms of quality and output performance57.  
(81) The vast majority of customers of M WF replying to the market investigation 
consider that different types of Forming fluids (e.g. Can Bodymaker fluids), 
cannot be substituted with other F orming fluids58.  
(82) In light of the results of the market investigation and taking account of all 
evidence a vailable to it, the Commission considers that, for the purpose of this 
Decision , Can Bodymaker fluids can be considered  as a separate product market . 
5.1.1.4.  Protecting fluids  
(83) Protecting fluids are used to temporarily shield metal surfaces from air, water and 
other corrosive substances. Common Protecting fluids are rust preventives, which 
are applied to iron and steel. Protecting fluids are also used on non -ferrous metals 
such as copper, aluminium and brass. Protecting fluids sometimes have a dual 
function. In addi tion to providing corrosion protection, they are also used as a 
prelube for stamping operations.  
(84) According to the information submitted by the Notifying Party, the following sub -
segments may be identified within the Protecting fluids category: (i) prelube s and 
(ii) other Protecting fluids.  
(i) Prelubes are Protecting fluids which are used by steel mill operators 
primarily for the preservation of sheet metal. Prelubes are particularly 
relevant for the production of steel sheets for automotive OEMs.  
(ii) All other Protecting  fluids have the same function: to protect a surface 
against rust and/or corrosion.   
(85) According to the Notifying Party , the manufacturing of Protecting fluids is not 
different from the manufacture of any other industrial lubricant. The Not ifying 
Party continues that most suppliers of Protecting fluids provide all types and 
categories of Protecting fluids.  
(86) The market investigation shows that the vast majority of competitors consider that 
Protecting fluids constitute  a separate product segme nt within the market of 
                                                 
56  Replies to Q1 – questionnaire to competitors, question 16.  
57   Replies to Q1 – questionnaire to competitors, question 21.7 and sub -questions a nd 22.2.  
58  Replies to Q2 – questionnaire to customers, question 9.  
 
16 MWF59. The results of the market investigation with competitors are mixed when 
it comes to plausible further segmentations of the market for Protecting fluids60, 
indicating plausible sub -segments based on the chemical composition of the 
Protecting fluid, the end -industry or the duration of the protection.  
(87) According to the results of the market investigation with customers of metal 
working fluids, the majority of customers consider Protect ing fluids a separate 
product segment of the market for MWF61. Further indication that Protecting 
fluids form a separate market segment within MWF is provided by the fact that, 
as for all other MWF, the majority of customers consider it impossible to 
substi tute Protecting fluids with another type of MWF62.  
(88) The market investigation with customers also suggests that prelubes form a 
further sub -segment of the market of Protecting fluids. Several respondents 
indicated that a switch from a prelube to any other Pr otecting fluid is not 
straightforward and requires customer  approval ( in particular for the automotive 
industry)63. Indeed, before a steel mill can decide to switch its prelube (either for 
another prelube, or for a different type of Protection fluid), it ne eds to obtain the 
qualification and approval of its own customers. The market investigation also 
indicated that the majority of customers would not switch from using a prelube to 
a different Protecting fluid if the prices of the former would increase by 5 -10% on 
a permanent base.  
(89) In light of the results of the market investigation and taking account of all 
evidence available to it, the Commission considers that, for the purpose of this 
Decision, (i) Protecting fluids  constitute a relevant product market; a nd (ii) the 
question of whether the market for Protecting fluids should be segmented 
between prelubes and other Protecting fluids can be left open, since the notified 
concentration  does not raise serious doubts as to its compatibility with the internal 
market, regardless of the exact product market definition.  
5.1.2.  Hydraulic fluids  
(90) HF are used for hydraulic machining operations and serve the main purpose to 
transfer the power within the hydraulic system. In addition, HF also serve the 
purpose – similar to MWF – to lubricate, to reduce heat, to remove contamination 
and to seal the hydraulic machine.  
(91) According to the Notifying Party, the segment for HF could possibly be further 
segmented into (i) synthetic/fire resistant HF and (ii) mineral -based HF. The 
Notifying Party submits that both types of HF are completely interchangeable 
with respect to their intended use, the only difference being  that one type is 
resistant to flame and the other is not. Because of the claimed co mplete 
interchangeability of the HF, the Notifying Party submits that it is not appropriate 
to sub -segment HF.  
                                                 
59  Replies to Q1 – questionnaire to competitors, question 5.  
60  Replies to Q1 – questionnaire to competitors, questions 6 and 84 (including sub -questions).  
61  Replies to Q2 – questionnair e to customers, questions 5 and 5.1.  
62  Replies to Q2 – questionnaire to customers, question 7.  
63  Replies to Q2 – questionnaire to customers, question 65 and sub -questions.  
 
17 (92) However, the Parties have provided a further sub -segmentation of synthetic/fire 
resistant HF: (i) HFA, (ii) HFB, (iii) HFC and (iv) HFD -U.  
(93) Acco rding to the market investigation, the vast majority of the competitors agree 
that there are two main types of HF, namely synthetic/fire resistant HF and 
mineral HF64. The results of the market investigation are not clear on the costs 
and time needed to enter either one of the possible markets for a company that 
was not previously active on the market. One respondent indicated it would take 
3-5 years to enter the marke ts, while another respondent considered it 
straightforward with little to no special know -how needed. Another respondent 
indicated that it depends on the type of HF and even distinguished between the 
different types of synthetic/fire resistant HF.65 
(94) The com petitors replying to the market investigation indicated that the market for 
synthetic/fire resistant HF can be segmented further to the level of HFA, HFB, 
HFC and HFD -U.66  
(95) The results of the market investigation with customers of HF are balanced in 
relatio n to the possibility to substitute mineral HF with synthetic/fire resistant 
HFs and vice versa. Half of the respondents consider both products are 
substitutable with one an other, while the other half considers  that it is not 
possible67. However, when asked whether a permanent increase in price of 
approximately 5 -10% for either type or HF would lead them to switch between 
the types of fluids, the majority of customers indicated that they would not do 
so68, suggesting that the products are not easily substitut able.  
(96) The majority of customers do not consider the above mentioned types of 
synthetic/fire resistant HF as interchangeable. This is due to the different 
chemical components, but also due to the requirements imposed on them by the 
manufacturers of their pr oduction equipment .69 
(97) In light of the results of the market investigation and taking account of all 
evidence available to it, the Commission considers that, for the purpose of this 
Decision, (i) HF constitute a relevant product market; and (ii) the question  of 
whether the market for HFs should be segmented between synthetic/fire resistant 
and/or to the level of HFA, HFB, HFC, HFD -U and mineral HF can be left open, 
since the notified concentration  does not raise serious doubts as to its 
compatibility with the  internal market, regardless of the exact product market 
definition.  
5.1.3.  Industrial surface treatment products  
(98) Industrial surface treatment products are use d to make the treated substrate  more 
uniform and better suited for coating as well as t o enhance corrosion protection. 
The information submitted by the Notifying Party indicates that in the EEA, the 
                                                 
64  Replies to Q1 – questionnaire to competitors, question 105.  
65  Replies to Q1 – questionnaire to competitors, question 107.  
66  Replies to Q1 – questionnaire to competitors, question 108 and sub -questions.  
67  Replies to Q2 – questionnaire to customers, question 90 and sub -questions.  
68  Replies to Q2 – questionnaire to customers, question 90.3.  
69  Replies to Q2 – questionnaire to customers, question 92 and sub -questions.  
 
18 Parties' activities in this respect overlap only to a limited extent. The Notifying 
Party's estimates indicate that the Parties' combined market  share on a potential  
EEA market for industrial surface treatment products or on the  possible narrower 
market segments of metal finishing and metal cleaning products does not exceed 
5%.70  In light of the information submitted by the Notifying Party in rel ation to 
the overlapping activities of the Parties in the EEA regarding industrial surface 
treatment products and the fact that no substantiated concerns were raised in this 
regard by the Commission's market investigation, th is Decision does not discuss 
this market further.  
5.2. Geographic market definition  
5.2.1.  Metal working fluids  
(99) In Exxon/Mobil71, the Commission left open the geographic market definition for 
industrial lubricants, including MWF, but assessed market participants' market 
shares at EEA level.  
(100)  The Notifying Part y submitted that the relevant geographic scope of the markets 
for the supply of industrial lubricants, including MWF s, is at least EEA -wide. In 
particular, the Notifying Party noted that all major producers of MWF s sell their 
products within th e entire EEA, regardless of the particular product considered, 
and that products travel easily and at low cost (with transport costs representing 
between [0-10]% of the total costs).72 
(101)  Competitors having respond ed to the market investigation indicated that  they are 
generally able to supply MWF s across the EEA. Although suppliers may optimise 
logistics by serving customers from plants which are as close as possible  to 
customers' premises , they indicated that there a re no substantial barriers to ship 
MWF s across the EEA.73 As one major player of MWF explained , "even higher 
transport cost to end customers would not justify investments in additional plants 
even if they are closer to customers."74 Overall, it emerged that major suppliers of 
MWF s do sell lubricants  across the EEA.  
(102)  In addition, competitors explained that using warehouses and/or  distributors  may 
allow them to ensure just -in-time deliveries to customers if they do not possess 
manufacturing facilities  which are relatively close to customers' premises , at least 
in relation to those products that have a commodity nature.75 Overall, competitors 
                                                 
70  In its decision in case COMP/M.8136 - BASF/Chemetall  dated 28 October 2016 , the Commission 
considered all surface treatment products together but al so looked into surface treatment products by 
end-application. In that decision, the Commission found that the geographical market for surface 
treatment products and services is at least EEA -wide. The Parties hold the view that Metal Finishing 
Products and Metal Cleaning Products belong to the product market for the manufacture and sale of 
Industrial Surface Treatment Products and that the market should not be segmented further. The 
Parties activities in Metal Finishing Products and Metal Cleaning Products a re a small business line for 
the Parties.    
71  Commission  decision  in case  IV/M. 1383  - Exxon/Mobil  dated 29 Septem ber 1999.   
72  Form CO, paragraph 279.  
73  Replies to Q1  – questionnaire to competitors, questions 33, 66 and 88.  
74  One competitor's reply to Q1 – questionnaire to competitors, question 33.  
75  Replies to Q1  – questionnaire to competitors, questions 33, 66 and 88.  
 
19 indicate that transport costs for MWF s generally range between 5% and 10% of 
the total price to customers.76 
(103)  Although many customers indicated that it is more convenient to source MWF s 
from suppliers located relatively close  to their plants, the majority confirmed that , 
within the EEA , there is generally no maximum distance above which it would be 
inefficient to source MWF s from a supplier, as long as providers are able to 
guarantee an adequate lead time at reasonable costs.77 Overall, while the 
geographic proximity of suppliers was identified  as a relevant criterion when 
choosing a supplier by some respondents, th e majority identified more important 
criteria, such as the quality of products and related technical support.78  
(104)  The market investigation further revealed that imports of MWF s from outside the 
EEA  do not play a significant role , with the vast majority of cu stomers indicating 
that they do not import any MWF s from outside the EEA .79  
(105)  On balance, the Commission considers that the evidence gathered in the context 
of the market investigation did not differ substantially on the basis of the type of 
MWF considered, and that such evidence point to EEA -wide markets . 
(106)  For the reasons set out above, the Commission considers that, for the assessment 
of th is case, the markets for MWF s, as defined in Section  5.1.1 are EEA -wide in 
scope.  
5.2.2.  Hydraulic Fluids   
(107)  According to the results of the market investigation, the majority of customers of 
HF organises its purchases on a national level, irrespective of the type of HF80. 
The results of the market investigation with customers also indicate that 
customers do not import HF from out side the EEA81. According to the customers, 
the decision to source locally is not based on transport costs, but on security of 
supply (steady supply flow)82. However, when asked about potential price 
differences within the EEA, the vast majority of customers  indicated that prices 
are comparable throughout the EEA .83  
(108)  According to the results of the market investigation with competitors, customers 
organise their purchasing decisions on multiple geographic levels, depending on 
the size of the customer and its su pply-needs (1 plant or multiple plants 
throughout a specific region)84. The majority of competitors also indicated that (at 
least part of) their commercial staff is organised at both national and international 
(EEA or even wider) levels85. The results of the  market investigation with 
competitors also indicated that the majority of competitors make use of 
                                                 
76  Replies to Q1  – questionnaire to competitors, questions 36, 67 and 89.  
77  Replies to Q2  – questionnaire to customers, questions 16,  46 and 71.  
78  Replies to Q2  – questionnaire to customers, questions 19, 49 and 74.  
79  Replies to Q2  – questionnaire to customers, questions 15, 45 and 70.  
80  Replies to Q2 – questionnaire to customers, question 96.  
81  Replies to Q2 – questionnaire to cust omers, question 97.  
82  Replies to Q2 - questionnaire to customers, question 98.  
83  Replies to Q2 – questionnaire to customers, question 99 and sub -questions.  
84  Replies to Q1 – questionnaire to competitors, question 110.  
85  Replies to Q1 – questionnaire to  competitors, question 111.  
 
20 warehouse facilities, effectively addressing the customer’s questions of security 
of supply and proximity .86 Competitors also indicated that transport costs a re 
generally low (between 1and 10% of the total price of HF).  
(109)  For the purpose of the present Decision , and in light of the evidence gathered in 
the market investigation and in particular the comparability of prices throughout 
the EEA and the use of warehou ses to ensure security of supply, the Commission 
considers th at the geographic scope of the market for HF is EEA -wide , 
irrespective of the type of HF.   
5.2.3.  Industrial Surface Treatment Products  
(110)  In its  decision in case COMP/M.8136 - BASF/Chemetall  dated 28 Oct ober 2016 , 
the Commission found that the geographical market for surface treatment 
products and services is at least EEA -wide .  
(111)  The Notifying Party submits that the relevant geographic scope of the market for 
Industrial Surface Treatment Products is at lea st EEA -wide, taking into account 
that customers frequently source Industrial surface treatment products on an EEA -
wide scale and that the Parties and their competitors supply customers all 
throughout the EEA from one of their production plants.  
(112)  For the pu rpose of the present Decision, the Commission considers that the 
market for Industrial surface treatment products can be considered as EEA -wide.  
5.3. Competitive assessment  
5.3.1.  Horizontal non -coordinated effects  
5.3.1.1.  Framework for the assessment  
(113)  Under Article 2(2) and (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 domin ant position . 
(114)  In this respect, horizontal effects are those deriving from a concentration where 
the undertakings concerned are actual or potential competitors of each other in 
one or more of the relevant markets concerned. The Commission appraises 
horizont al effects in accordance with the guidance set out in the relevant notice, 
that is to say the Ho rizontal Merger Guidelines.87 
(115)  For the assessment of the Transaction, it should in particular be recalled that the 
Horizontal Merger Guidelines describe horizonta l non -coordinated effects as 
follows: "A merger may significantly impede effective competition in a market by 
removing important competitive constraints on one or more sellers who 
consequently have increased market power. The most direct effect of the merg er 
will be the loss of competition between the merging firms. For example, if prior to 
the merger one of the merging firms had raised its price, it would have lost some 
                                                 
86  Replies to Q1 – questionnaire to competitors, question 112.  
87  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelin es"), OJ C 31, 05.02.2004.  
 
21 sales to the other merging firm. The merger removes this particular constraint. 
Non-merging firms in the same market can also benefit from the reduction of 
competitive pressure that results from the merger, since the merging firms’ price 
increase may switch some demand to the rival firms, which, in turn, may find it 
profitable to increase th eir prices. The reduction in these competitive constraints 
could lead to significant price increases in the relevant market."88 
(116)  Under the substantive test set out in Article 2(2) and (3) of the Merger 
Regulation, also mergers that do not lead to the creatio n or the strengthening of 
the dominant position of a single firm may be incompatible with the internal 
market. Indeed, the Merger Regulation recognises that in oligopolistic markets, it 
is all the more necessary to maintain effective competition. This is i n view of the 
more significant consequences that mergers may have on such markets. For this 
reason, the Merger Regulation provides that " under certain circumstances, 
concentrations involving the elimination of important competitive constraints that 
the mer ging parties had exerted upon each other, as well as a reduction of 
competitive pressure on the remaining competitors, may, even in the absence of a 
likelihood of coordination between the members of the oligopoly, result in a 
significant impediment to effe ctive competition ".89 
(117)  The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non -coordinated effects are likely to result 
from a merger, such as the large market shares of the merging firms, the f act that 
the merging firms are close competitors, the limited possibilities for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force. That list of factors applies equally regardless of whether a 
merger w ould create or strengthen a dominant position, or would otherwise 
significantly impede effective competition due to non -coordinated effects.  
(118)  Furthermore, not all of these factors need to be present to make significant non -
coordinated effects likely and it  is not an exhaustive list.90  
(119)  Finally, the Horizontal Merger Guidelines describe a number of factors, which 
could counteract the harmful effects of the merger on competition, including the 
likelihood of buyer power, entry and efficiencies.  
5.3.1.2.  Overview of the  affected markets  
(120)  The Transaction gives rise to the following horizontally affected markets in the 
EEA:91  
                                                 
88  Horizontal Merger Guidelines, paragraph 24 . 
89  Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger 
Guidelines . 
90  Horizontal Merger Guidelines, paragraph 26 . 
91  In relation to vertical relationships, w hile Quaker […] certain  raw materials  (synthetic esters ) used in 
the production of different types of MWFs and HFs , Houghton […]. In light of the fact  that (i) 
Houghton's demand for these products represent s less tha n [0-10]% of the consumption of synthetic 
esters used in the market for lubricants in the EEA , and that (ii) suppliers of synthetic esters also 
provide these products to other significant consuming m arkets such as food, cosmetics or coatings , the 
Transaction is unlikely to give rise to customer foreclosure effects.  Given  that Quaker […], no input 
 

 
23 fluids, both to reduc e supply risk and to allow for a perfect fit between the fluid 
and the production circumstances in their plants.  
(123)  Parties’ competitors having responded to the market investigation indicated that 
the Transaction is likely to have an impact on the market in g eneral and more 
precisely on their business due to the reduction of one competitor, which is 
assumed to reduce the options of the consumers . However, other respondents 
suggested that the Transaction could have a positive effect by increased price 
competition  between the suppliers of Removal fluids  due to the strengthened  
portfolio of the combined Parties . The competitors also argue that the Parties will 
become the market leader .92  
(124)  However, the vast majority of the customers having responded to the 
questionnaire consider the Transaction will ha ve no impact on their business on 
the market of Removal fluids (and its plausible sub -segments Neat oils and 
Emulsifiables). Some respondents go even further and consider the Transaction 
will have a positive im pact, such as an increase in the range of offered products 
and innovation93. The market investigation with customers also indicated that 
only a minority of the respondents consider the Parties to be close competitors.  
The Commission considers that the impa ct of the Transaction  on the market is 
relatively minor, taking into account that the market shares remain modest (only 
slightly above [20-30]%). According to  recital  32 of the Preamble to the Merger 
Regulation, “ Concentrations which, by reason of the li mited market share of the 
undertakings concerned, are not liable to impede effective competition may be 
presumed to be compatible with the internal market. Without prejudice to Articles 
[101]  and [102] of the Treaty, an indication to this effect exists, in  particular, 
where the market share of the undertakings concerned does not exceed 25%, 
either in the common market or in a substantial part of it .” 
(125)  Moreover, w hile some competitors have noted that the Transaction w ould remove 
one supplier from the market, the Commission considers that this does not mean 
that the Transaction w ould remove an important competitive constraint. Firstly,  as 
said above,  the combined market shares are relatively limited. Secondly, the 
customers indicated that the Parties are not close competitors and that the notified 
concentration  would have no impact on their business. Finally, some customers 
and competitors actually se em to suggest that the notified concentration  will have 
a positive effect on the market.  
(126)  For the reasons set out above, the Commission concludes that the notified 
concentration  does not raise serious doubts as to its compatibility with the internal 
market  in the markets for Removal fluids (including on the possible narrower 
markets  of Emulsifiables and Neat oils ) in the EEA.  
5.3.1.4.  MWF - Forming fluids  
i. Rolling oils  
(127)  The Transaction leads to affected markets in relation to the EEA markets for the 
supply of ( a) AHRO, ( b) SHRO, and ( c) SCRO  (including TRO and Pickle oils) . 
                                                 
92  Replies to Q1 - questionnaire to competitors, question 82.  
93  Replies to Q2 - questionnaire to customers, question 63.  

 
25 (131)  Starting the assessment by looking at the market shares of the Parties as a proxy 
of their likely market power, the Commission notes that the Parties' combined 
market shares post -Transaction will be about [60-70]% both in value and volume, 
raising a pres umption of dominance. The market investigation results confirmed 
that, besides the Parties, there are  only a limited number of alternative players 
active on this market  and that their activities are either limited  or not comparable 
to the Parties' .98 
Quaker  and Houghton are close competitors  
(132)  AHRO customers having respond ed to the market investigation indicated that the 
most relevant criteria they consider when selecting a supplier are the quality of 
the product and the technical expertise / support provided.99 AHRO represents a 
critical input for  customers since it directly affects the characteristics and the 
quality of the metal produced . Quaker and Houghton are consistently ranked as 
the top two suppliers active in the EEA by customers of AHRO , with some of 
them actually stating that the Parties are the only suitable suppliers active in the 
EEA.100 The Parties are  perceived as the closest competitors by both customers 
and competitors responding to the market investigation .101 Therefore, the Parties 
exert importan t competitive constraints on each other, as well as on the few 
remaining players active on the market . The Transaction would result in the 
remov al of such constraint .  
Customers have limited possibilities of switching supplier  
(133)  Contrary to the Notifying Party's views, the market investigation revealed that 
customers have limited possibility of switching supplier. The vast majority of  
customers of AHRO responding to the market investigation believe that switching 
supplier is not e asy, due to the time and costs involved in such switching.102 
(134)  AHRO is generally adapted to the needs of the specific mills where it is used. 
Before being able to switch supplier, customers need to test the new product, first 
in laboratory and then in the pro duction facility, which can take several months  
(even up to three years , according to one customer ). In addition, certain end-
customers  (for example, in the automotive sector)  may need to test the metal 
produced by their suppliers with the new lubricant.103 Only a very small number 
of customers of AHRO  reported to have switched their supplier in the past five 
years , which constitutes further evidence that switching is difficult and thus does 
not occur often.104  
(135)  As explained  above , customers have generally iden tified  Quaker and Houghton as 
the main credible suppliers active on the EEA market for AHRO, and many of 
them have actually identified the Parties as the only available alternatives to them. 
                                                 
98  Replie s to Q 1 – questionnaire to c ompetitors, question 20.  
99  Replies to Q2 – questionnaire to c ustomers, question 19.  
100  Replies to Q2 – questionnaire to c ustomers, question 21. F or example, one customer stated that 
"[besides Quaker and Houghton] no alternative  [has been] found at the moment."  
101  Replies to Q 1 – questionnaire to c ompetitors, question 48 and replies to Q2 – questionnaire to 
customers, question 22.  
102  Replies to Q2 – questionnaire to c ustomers, question 23.  
103  Replies to Q2 – questionnaire to c ustomers, questions 23 and 24.  
104  Replies to Q2 – questionnaire to c ustomers, question 24.  
 
26 The critical reduction in the number of suitable suppliers brough t about by the 
concentration  further limits customers' possibility to switch provider.   
(136)  In view of the  above, and also in light  of the fact that the profit margins on the 
AHRO  market are high for both Parties ( […]% for Quaker and […]% for 
Houghton )105, the Parties are likely to profit from increasing pricing on a larger 
sales base, post -Transaction. Overall, a significant number of customers of 
AHRO, including large aluminiu m mills, believe that the Transaction will have a 
negative impact  on competitio n in the market . Notably, customers believe that  the 
number of suitable  suppliers active on the market will be critically reduced, which 
is likely to lead to increases  in prices  and to a worsening of the quality of services 
provided by suppliers .106 
Lack of countervailing factors  
(137)  As regards countervailing factors, the Commission makes the following 
considerations. First, the bargaining power of customers purchasing AHRO 
appears to be relatively limited. While customers of AHRO  may be  large 
aluminium  producer s (and thus relatively concentrated in number), many of these 
customers believe that their bargaining power will decrease as a result of the 
Transaction.107 While customers may use the threat to change supplier to increase 
their negotiation power, this threa t appears not to be credible in view of the high 
switching costs that characterise the AHRO  market. Besides this, even if one were 
to consider that customers hold a certain degree of bargaining strength in 
commercial negotiations due to their size, the pos sibilities for customers to switch 
suppliers will be significantly reduced post -merger, in light of the loss of a key 
supplier.  
(138)  Second, customers  explained that they could not start producing AHRO  in-house 
due to the lack of the necessary equipment, know -how and expertise.108 For the 
same reasons, many of them  would not be in the position to sponsor the entry of a 
new supplier in the market.109 
(139)  Third, as explained in Section 5.1. 1.3, significant barrie rs to entry exist in relation 
to the AHRO  market. In this respect, many competitors pointed to the need to 
build the necessary know -how, which requires long development periods (up to 
several years) and might entail substantial costs, as well as to the dif ficulties 
arising in securing a trial with customers, which are generally considered to be 
conservative and risk -adverse. In addition, many competitors believe that 
formulations cannot be easily sourced from third parties on the market; while 
general formu las could be  in principle provided by third  party suppliers, such as 
private label companies, the adjustments of these formulas to the specific mills 
(which are key to compete) cannot be provided off the shelf and require 
specialised knowledge and expertis e.110 Customers responding to the market 
investigation do not report any recent entry in the market and do not expect any 
                                                 
105  Form CO, paragraphs 501 -503. 
106  Replies to Q2 – questionnaire to c ustomers, question 37.  
107  Replies to Q2 – questionnaire to c ustomers, question 38.  
108  Replies to  Q2 – questionnaire to c ustomers, question 26.  
109  Replies to Q2 – questionnaire to c ustomers, question 34.  
110  Replies to Q 1 – questionnaire to competitors, question 24.  

 
28 (143)  The Notifying Party considers  that the Transaction does not create or enhance 
market power in the market for SHRO in the EEA. First, the Notifying Party 
argue d that switching costs for customers are low. In relation to SHRO, the 
customer does not need to change the fluid in the entire lubrication system (no 
cleaning needed) and testing a new product generally takes up to six months.114 
Second, customers of SHRO ar e large steel mills that are able to exercise strong 
countervailing buyer power.115 Third, barriers to entry are relatively low.  
(144)  While t he Notifying Party recognise d that product formulation development 
requires time and expertise, it also consider ed that th e relevant know -how could 
be sourced on the market, notably from private label companies.116 
The Commission's assessment  
The Transaction further strengthens Quaker's large market share, leading to a 
combined market share of over 50%  
(145)  Starting the assessment b y looking at the market shares of the Parties as a proxy 
of their likely market power, the Commission notes that the Parties' combined 
market shares post -Transaction will be close to [70-80]% both in value and 
volume, raising a presumption of dominance. In addition, the market investigation 
revealed that the Parties' market shares are likely to be underestimated  and that 
the market is even more concentrated . Notably, two competitors indicated by the 
Parties as being active on the EEA market for SHRO, actu ally explained that they 
do not enjoy sales on such market.117 Therefore, the Parties' combined market 
shares post -Transaction are likely to be even higher than those submitted by the 
Notifying Party, and likely to be close to [80-90]%.  
Quaker and Houghton are close competitors  
(146)  SHRO customers  indicated that the most relevant criteria they consider when 
selecting a supplier are the quality of the product and the technical expertise / 
support provided, followed by price.118 SHRO represents an important  input for 
its customers in light of its effects on the quality of the produced steel. Customers 
explained that if the quality of the steel is not sufficient, the metal has to be 
downgraded and sold for a lower price, which negatively impacts their activiti es. 
Quaker and Houghton are consistently ranked as the top two suppliers active in 
the EEA by customers of SHRO119 and competitors120, and are perceived as the 
closest competitors by both sets of respondents.121 Therefore, the Parties appear to 
exert important competitive constraints on each other, as well as on the remaining 
players active on the market; and this would be removed by the Transaction.  
Customers have limited possibilities of switching supplier  
                                                 
114  Form CO, paragraphs 654 and 656.  
115  Form CO,  paragraph 659.  
116  Form CO, paragraph 866.  
117  Replies to Q 1 – questionnaire to c ompetitors, question 20.  
118  Replies to Q2 – questionnaire to c ustomers, question 19.  
119  Replies to Q2 – questionnaire to c ustomers, question 21.  
120  Replies to Q 1 – questionnaire to c ompetitors, question 45.  
121  Replies to Q 1 – questionnaire to c ompetitors, question 48 and replies to Q2 – questionnaire to 
customers, question 22.  
 
29 (147)  Contrary to the Notifying Party's views, the market investigation revealed that 
customers have limited possibility of switching supplier. All customers of SHRO 
responding to the market investigation believe that switching supplier is not easy, 
due to the time  and costs involved in such switching.122 SHRO is generally 
adapted to the needs of the specific mills where it is used. Before being able to 
switch supplier, customers need to test the new product, first in laboratory and 
then in the production facility, wh ich can take several months.123 Virtually no 
customer of SHRO reported to have switched its supplier in the past five years.124 
This is also confirmed by the data submitted by the Notifying Party on the Parties' 
trends as regards losing and winning customers i n the past years: while Houghton 
reported [...] customers' switching to/from itself, Quaker reported […] existing 
customer switching to it from another supplier in 2015.125  
(148)  Customers have generally identified  as credible suppliers active on the E EA 
market for SHRO: Houghton, Quaker and Fuchs. Therefore, post -Transaction, 
only one main credible supplier, beside the merged entity, will remain active on 
the market. In addition, most customers of SHRO do not allocate 100% of their 
demand to a single s upplier, but rather have multiple suppliers, for  security of 
supply and for leveraging purposes in the negotiation process. In general, this 
multi -sourcing strategy is organised at the company level, whil st each mill / plant 
is generally served by the same  suppli er, since products need to be adapted to the 
specific needs of the mill / plant and products of different suppliers cannot be 
mixed.126 This means that post -Transaction, the choice of alternative sources of 
supply will be severely reduced in this mark et.  
(149)  In view of the reasons set out  above, and also in light of  the fact that the profit 
margins on the SHRO market are high for both Parties (around […]%)127, the 
Parties are likely to profit from increasing pricing on a larger sales base, post -
Transactio n. Overall, a significant number of customers of SHRO, including large 
steel mills, believe  that the Transaction will have a negative impact . Notably, 
customers believe that they  the number of suitable  suppliers active on the market 
will be critically redu ced, which is likely to lead to increases  in prices  and to a 
worsening of the quality of services provided by suppliers .128 
Lack of countervailing factors  
(150)  As regards countervailing factors, the Commission makes the following 
considerations. First, the bargaining power of customers purchasing SHRO 
appears to be relatively limited. While customers of SHRO are generally large 
steel producers (and thus relativel y concentrated in number), many of these 
customers believe that their bargaining power will decrease as a result of the 
Transaction.129 While customers may use the threat to change supplier to increase 
their negotiation power, this threat appear s not to be c redible in view of the high 
                                                 
122  Replies to Q2 – questionnaire to c ustomers, question 23.  
123  Replies to Q2 – questionnaire to c ustomers, questions 23 and 24.  
124  Replies to Q2 – questionnaire to c ustomers, question 24.  
125  See Annex 8.2(c) to Form CO.  
126  Replies to Q2 – questionnaire to c ustomers, questions 27 and 28.  
127  Form CO, paragraphs 501 -503. 
128  Replies to Q 2 – questionnaire to c ustomers, question 37.  
129  Replies to Q2 – questionnaire to c ustomers, question 38.  
 
30 switching costs that characterise the SHRO market. As one large steel producer 
explained: "[The threat to change supplier is] used in price negotiations, however 
suppliers are well aware that a change of supplier is not easily p ossible."130 
Besides this, even if one were to consider  that customers  hold a degree of 
bargaining strength in commercial negotiations due to their size, the possibilities 
for customers to switch suppliers will be  significantly reduced post-Transaction , 
in light of the loss of a key supplier.  
(151)  Second, customers responding to the market investigation explained that they 
could not start producing SHRO in -house due to the lack of the necessary 
equipment, know -how and expertise.131 For the same reasons, they would not be 
in the position to sponsor the entry of a new suppl ier in the market.132 
(152)  Third, as explained in Section 5.1.1.3, significant barriers to entry exist in relation 
to the SHRO market. In this respect, many  competitors pointed  to the need to 
build the nec essary know -how, which requires long development periods (up to 
several years) and might entail substantial costs, as well as  to the difficulties 
arising in securing a trial with customers , which are generally considered to be 
conservative and risk -adverse . In addition, many competitors believe that 
formulations cannot be easily sourced from third parties on the market; while 
general formulas could be in principle provided by third party suppliers, such as 
private label companies, the adjustments of these f ormulas to the specific mills  
(which are key to compete ) cannot be provided off the shelf and require 
specialised knowledge and expertise.133 Customers responding to the market 
investigation do not report any recent entry in the market and do not expect any 
entry to occur in the short term.134 The same holds true for competitors 
responding to the market investigation.135 
(153)  For these reasons, the Comm ission considers that entry and buyer power are 
unlikely to countervail the anticompetitive effects likely to arise from the 
concentration . 
Conclusion  
(154)  For the reasons set out above, the Commission concludes  that the concentration  
raises serious doubts as t o its compatibility with the internal market with regard to 
horizontal non -coordinated effects in the market for SHRO in the EEA.   
c) SCRO  
Market structure  
(155)  The table below shows the Parties' and their competitors' market shares, as 
submitted by the Notifying Party, on the EEA market for SCRO (including TRO 
and Pickle oils) in 2017. As can been seen  from the table , the Parties' combined 
                                                 
130  Replies to Q2 – questionnaire to c ustomers, question 25.  
131  Replies to Q2 – questionnaire to c ustomers, question 26.  
132  Replies to Q2 – questionnair e to c ustomers, question 34.  
133  Replies to Q 1 – questionnaire to competitors, question 24.  
134  Replies to Q2 – questionnaire to c ustomers, questions 31 and 33.  
135  Replies to Q 1 – questionnaire to competitors, questions 53 and 55.  

 
32 time.137 Second, customers of SCRO are large steel mills that are able to exerci se 
strong countervailing buyer power.138 Third, barriers to entry are relatively low.  
(158)  While t he Notifying Party recognise d that product formulation development 
requires time and expertise, it also consider ed that the relevant know -how could 
be sourced on th e market  at least to a certain extent , notably from private label 
companies.139 
 
Commission's assessment  
The Transaction further strengthens Quaker's large market share, leading to a 
combined market share of over 50%  
(159)  Starting the assessment by looking at the  market shares of the Parties a s a proxy 
of their likely market power, the Commission notes that the Parties' combined 
market shares post -Transaction will be close to [60-70]% (both in value and 
volume ), raising  a presumption of dominance. On the one han d, the market 
investigation revealed that there are a few  additional competitors present on the 
market, namely petrol companies, which however only supply very specific types 
of SCRO (e.g. for stainless steel) and currently have limited activities in this field. 
On the other hand, the market investigation showed that the Parties are likely to 
have overestimated the sales of some of their competitors, in a few cases quite 
substantially.140 As a result of this, the Parties' market shares are likely to be 
undere stimated. Therefore, post -Transaction , the Parties' combined shares will 
likely be above  [60-70]%.  
Quaker and Houghton are close competitors  
(160)  SCRO customers  responding to the market investigation indicated that the most 
relevant criteria they consider when selecting a supplier are the quality of the 
product and the technical expertise / support provided, followed by price.141 In 
fact, SCRO represents a critical  input since it has direct  effects on the quality of 
the steel  produced. Quaker and Houghton are consistently ranked among the top 
suppliers active in the EEA by customers of SCRO142 and competitors143, together 
with Henkel and, to a lesser extent, Fuchs. Over all, customers and competitors 
believe that Quaker, Houghton and Henkel closely compete with each other on 
the market for SCRO in the EEA, and that they compete to a lesser extent with 
Fuchs.144 In particular, customers consider SCRO products of Quaker, Houg hton 
and Henkel to be of high quality and to be provided with adequate technical 
support.145 Only very few customers responding to the market investigation 
                                                 
137  Form CO, paragraphs 654 and 656.  
138  Form CO, paragraph 659.  
139  Form CO, paragraph 865.  
140  Replies to Q 1 – questionnaire to c ompetitors, question 20.  
141  Replies to Q2 – questionnaire to c ustomers, question 19.  
142  Replies to Q2 – questionnaire to c ustomers, question 21.  
143  Replies to Q 1 – questionnaire to c ompetitors, question 45.  
144  Replies to Q 1 – questionnaire to c ompetitors, question 48 and replies to Q2 – questionnaire to 
customers, question 22.  
145  Replies to Q2 – questionnaire to c ustomers, question 21.  
 
33 mention ed other companies as real alternatives to the top four suppliers currently 
active on the marke t.146 As regards specialised suppliers like Fratelli Ricci and 
Lubritalia, it appears that these companies are mainly active in Italy, and thus do 
not fully compete with pan -European players like the Parties on the whole EEA 
market.147 This is in line with the  internal documents submitted by the Parties. For 
example, when assessing its position on primary metals products, Quaker 
positions itself as […] and […]."148 
(161)  Therefore, the Parties appear to exert important competitive constraints on each 
other, as well as on the remaining players active on the market; and this would be 
removed by the Transaction.  
Customers have limited possibilities of switching supplier  
(162)  Contrary to the Notifying Party's views, the market investigation revealed that 
customers have limited possibility of switching supplier. Almost all customers of 
SCRO believe that switching supplier is not easy, due to the time and costs 
involved.149 As for  SHRO, SCRO needs to be adapted to the needs of the specific 
mills where it is used. Before being able to switch supplier, customers need to test 
the new product, first in laboratory and then in the production facility, which can 
take several months.150  
(163)  Some customers explicitly mentio ned that switching is risky due to the impact 
that the oil may have on the final product, that is to say the steel being 
produced.151 Some customers of SCRO reported that they have never switched 
their supplier in the past five years. Others explained that some switching 
occurred on an occasional basis, when the product performance needed to be 
improved, but generally only in relation to specific mills within the company.152 
This is also confirmed by the data submitted by the Notify ing Party on the Parties' 
trends as regards losing and winning customers in the past years: both Houghton 
and Quaker reported […] losses / gains of customers, mostly related to specific 
mills. For example, […]. In particular, […]. This further shows that the three top 
suppliers, which closely compete with each othe r on the market, are Quaker, 
Houghton and Henkel.153  
(164)  As it is the case for SHRO, most customers of SCRO do not allocate 100% of 
their demand to a single supplier, but rather have multiple suppliers, for security 
of supply and for leveraging purposes in the negotiation process. In general, this 
multi -sourcing strategy is organised at the company level, whil st each mill / plant 
is generally served by the same supplier, since products need to be adapted to the 
specific needs of the mill / plant and products of different suppliers cannot be 
                                                 
146  Replies to Q2 – questionnaire to c ustomers, question 21.  
147  Replies to Q 1 – questionnai re to c ompetitors, question 33.  
148  Annex 5.4(ii)(a)(27) to Form CO, [Reference to internal documents ]. 
149  Replies to Q2 – questionnaire to c ustomers, question 23.  
150  Replies to Q2 – questionnaire to c ustomers, questions 23 and 24.  
151  Replies to Q2 – questionnaire to customers, question 23. For example, one customer mention s that a  
relevant  barrier to switch is "[… ]  the fear of the influence of a new oil on the surface aspect of the 
finished product […]."  
152  Replies to Q2 – questionnaire to c ustomers, question 24.  
153  See Annex 8.2(c) to Form CO.  
 
34 mixed.154 Given that, as explained above, most customers consider as credib le 
suppliers active on the market, beyond the merged entity, only Henkel and, to a 
lesser extent, Fuchs, the choice of alternative sources of supply will be severely 
reduced post -Transaction  in this market . 
(165)  In view of the above, and also in light of  the fa ct that the profit margins on the 
SCRO market are very high for both Parties (around […]%)155, the Parties are 
likely to profit from increasing pricing on a larger sales base, post -Transaction. 
Overall, as significant number of customers of SCRO, including  large steel mills, 
believe that the Transaction will have a negative impact . Notably, customers 
believe that they  the number of suitable  suppliers active on the market will be 
critically reduced, which is likely to lead to increases  in prices  and to a wor sening 
of the quality of services provided by suppliers .156 
Lack of countervailing factors  
(166)  As regards countervailing factors, the Commission refers to the assessment made 
in paragraph s (150) to (153) of this Decision in relation to SHRO, which fully 
applies  to the market for SCRO as well. In view of that, the Commission 
considers that entry and buyer power are unlikely to countervail the 
anticompetitive effects  likely to  arise from the Transaction.  
Conclusion  
(167)  For the reasons set out above, the Commission concludes  that the concentration  
raises serious doubts as to its compatibility with the internal market with regard to 
horizontal non -coordinated effects in the market for SCRO (including TRO and 
Pickle oils) in the EEA.  
ii. Wet Temper fluids  
(168)  On the market fo r Wet Temper fluids in the EEA, to combined market share of 
the Parties is about [40-50]%, with a  negligible increment of [0-5]% brought by 
Houghton’s business.  
(169)  Other competitors on the market include Exxon, Total, Henkel, Chemetal, 
Condoroil, Shell, Petrofer, Lubrigroup, Burgdorf, Lubrix and Fuchs157.  
(170)  The market investigation has indicated that the Parties will face competition from 
alternative suppliers post -Transaction and that they are not considered as close 
competitors158. The majority of customers do not foresee an impact on the market 
for Wet Temper fluids in general, or for the Wet Temper fluids they purchase159.  
(171)  In light of the above, and in particular in view of the minor increment and the 
presence of alternative Wet Temper fluid suppliers, the C ommission concludes 
                                                 
154  Replies to Q2 – questionnaire to c ustomers, questions 27 and 28.  
155  Form CO, paragraph 501 -503. 
156  Replies to Q2 – questionnaire to c ustomers , question 37.  
157  Replies to Q2 – questionnaire to c ustomers, questions 21 and 29.3.  
158  Replies to Q2 – questionnaire to c ustomer, question 22.  
159  Replies to Q2 – questionnaire to c ustomer, question 37.  


 
37 Fuchs  [10-
20]% [10-
20]% [20-
30]% [30-
40]% N/A [30-
40]% [10-
20]% 
Petrofer  N/A N/A [20-
30]% [30-
40]% N/A [30-
40]% [10-
20]% 
Bechem  N/A N/A [0-5]-
[10-
20]% [0-5]-
[10-
20]% N/A [0-5]-
[10-
20]% [0-5]-
[10-
20]% 
Source: Annex 6.3.( 4) to Form CO  
(183)  Quaker and Houghton are both active in the manufacture and supply of 
synthetic/fire resistant HF and it s sub -segment of HFC  fluids.  
(184)  As can be seen from the table,  the combined market share on the market of 
synthetic/fire resistant HF is limited [20-30]%, with an increment of [5-10]%. 
Other competitors on the market include Fuchs, Petrofer, Total, Condat, Shell, 
Brugarolas, Henkel, Verkol, BP Castrol, CEPSA, and ENI.165 
(185)  The market investigation has indicated that the Parties will face competition  from 
alternative suppliers post -Transaction and that they are not considered as close 
competitors166. The majority of the customers also indicated that if the Parties 
would increase the prices of synthetic/Fire resistant HF by 5 – 10% on a 
permanent basis, they would allocate all or part of their purchases to one of the 
alternative suppliers.167 
(186)  The majority of customers does not foresee any impact on the market for 
synthetic/fire resistant HF in general, or on the synthetic/fire resistant HF they 
purchase fro m the market .168 
(187)  In light of the above, and in particular in view of the presence of alternative HF  
suppliers and the customers’ neutral position to the impact of the Transaction , the 
Commission concludes that the concentration  does not raise serious doubts  as to 
its compatibility with the internal market for synthetic/Fire resistant HF in the 
EEA.  
(188)  As can be seen from the table, the impact of the Transaction  on the market of 
HFC is minimal, with an increment of only [0-5]%. According to the market 
invest igation with competitors of the Parties, several alternative suppliers remain 
active on the market (CEPSA, BP PLC, ExxonMobil, Fuchs, MOL Nyrt, Petrofer, 
Petronas and Total .169 
(189)  In light of the above, and in particular in view of the negligible increment in t he 
market share and the presence of alternative HFC suppliers, the Commission 
concludes that the notified concentration  does not raise serious doubts as to its 
compatibility with the internal market for HFC in the EEA.  
                                                 
165  Replies to Q2 – questionnaire to c ustomers, questions 100 and 103.  
166  Replies to Q2 – questionnaire to c ustomers, question 104.  
167  Replies to Q2 – questionnaire to c ustomers, question 107.4.  
168  Replies to Q2 – questionnaire to c ustomers, question 115.  
169  Replies to Q1  – questionnaire to competitors, question 115.  
 
38 5.3.2.  Non-horizontal effects: conglomerate effects  
(190)  Customers of industrial lubricants purchase different types of products for their 
manufacturing process. Therefore, the Commission has considered whether t he 
combination of products in related markets may confer on the merged entity the 
ability and  incentive to leverage a strong market position from one market to 
another by means of tying or bundling or other exclusionary practice.170  
(191)  In particular, the Parties have a significant degree of market power  in the  EEA  
markets for AHRO, SHRO and SCRO , as discussed in Section  5.3.1. 4. These 
rolling oils are purchased by aluminium and steel producers, which also buy other 
types of lubricants produced by the Parties (e.g. protecting fluids, hydraulic 
fluids , etc. ). AHRO, SHRO and SCRO are viewed as  critical in puts by customers 
in light of their critical effect on the quality of the produced aluminium and steel, 
respectively. In relation to all three markets , there are very few, if any, relevant 
alternatives for customers and switching costs are very high.  
(192)  Ther efore,  the merged entity might  have the ability and the incentive to foreclose 
competitors in other markets by conditioning sales in a way that links products 
belonging to  separate markets together, that is to say by conditioning sales of 
AHRO, SHRO and SC RO to the purchase of other lubricants (e.g. protecting 
fluids or hydraulic fluids).  
(193)  In any event, the remedies proposed in relation to the EEA markets for AHRO, 
SHRO and SCRO would also remedy any hypothetical conglomerate effec ts 
arising from the notifie d concentration . Therefore,  the Commission considers that 
there is no need to conclude as to whether the notified concentration  raises serious 
doubts as to its compatibility with the internal market with regard to conglomerate 
effects.  
6. COMMITMENTS  
(194)  In order to render the notified concentration compatible with the internal  market, 
the Notifying Party formally submitted commitments to the Commission on 25  
October 2018  (the “Initial Commitments”)  and subsequently submitted a revised 
version of those com mitments on 3 December  2018  (the “Final Commitments”). 
The proposed Final Commitments are annexed to the present  Decision and form 
an integral part thereof.  
6.1. Frame work for the assessment of the C ommitments  
(195)  Where the Commission finds that a concentration ra ises competition concerns in 
that it could significantly impede effective competition, in particular as a result of 
the creation or strengthening of a dominant position, the Parties may seek to 
modify the concentration in order to resolve the competition c oncerns and thereby 
gain clearance of their merger.171 
                                                 
170  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control 
of concentrations between undertakings, paragraph 93.  
171  Commission  notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (the "Remedies Notice"), OJ 2008/C 267/01, para 5. 
 
39 (196)  Under the Merger Regulation, it is the responsibility of the Commission to show 
that a concentration would significantly impede effective competition. The 
Commission then communicates its competition con cerns to the parties to allow 
them to formulate appropriate and corresponding remedies proposals. It is then 
for the parties to the concentration to put forward commitments.172 The 
Commission only has power to accept commitments that are deemed capable of 
rendering the concentration compatible with the internal market so that they will 
prevent a significant impediment of effective competition in all relevant markets 
where competition concerns were identified.173 To this aim, the commitments 
have to eliminate th e competition concerns entirely174 and have to be 
comprehensive and effective from all points of view.175 
(197)  In assessing whether the proposed commitments will likely eliminate the 
competition concerns identified, the Commission considers all relevant factors 
including inter alia  the type, scale and scope of the proposed commitments, 
judged by reference to the structure and particular characteristics of the market in 
which the competition concerns arise, including the position of the Notifying 
Party and other part icipants on the market.176 
(198)  In order for the commitments to comply with these principles, commitments must 
be capable of being implemented effectively within a short period of time.177 
Where, however, the Notifying Party submits remedies proposals that are so 
extensive and complex that it is not possible for the Commission to determine 
with the requisite degree of certainty, at the time of its decision, that they will be 
fully implement ed and that they are likely to maintain effective competition in the 
market, an authorisation decision cannot be granted.178 The requisite degree of 
certainty concerning the implementation of the proposed commitments may in 
particular be affected by risks in  relation to the transfer of a business to be 
divested.179 
(199)  Commitments in Phase I can only be accepted where the competition concerns are 
readily identifiable and can be easily remedied. The remedies need to be so clear -
cut that it is not necessary to enter into an in -depth investigation as to whether 
they are sufficient to rule out 'serious doubts' within the meaning of Article 
6(1)(c) of the Merger Regulation.180 
(200)  As concerns  the form of acceptable commitments, the Merger Regulation leaves 
discretion to the Co mmission as long as the commitments meet the requisite 
                                                 
172  Remedies Notice, para 6. 
173  Remedies Notice, para 9.  
174  See also Case C -202/06 P Cementbouw Handel & Industrie v Commission  [2007] ECR 2007 I -12129, 
para 54.  
175  Remedies Notice, paras  9 and 61 . 
176  Remedies Notice, para 12. 
177  Remedies Notice, para 9. 
178  Remedies Notice, paras  13, 14 and 61. 
179  Remedies Notice, para 11.  
180  Remedies Notice, para 81.  
 
40 standard.181 In general structural commitments are the best way to eliminate 
competition concerns resulting from horizontal overlaps.  
(201)  In this regard  divested activities must consist of a viable business that, if operated 
by a suitable purchaser, can compete effectively with the merged entity on a 
lasting basis and that is divested as a going concern.182 Normally, a viable 
business is a business that can operate on a stand -alone -basis, which means 
independen tly of the merging parties as regards the supply of input materials or 
other forms of cooperation other than during a transitory period.183 The 
Commission has a clear preference for an existing stand -alone business. In 
proposing a viable business for divesti ture, it is necessary to take into account the 
uncertainties and risks related to the transfer of a business to a new owner. These 
risks may limit the competitive impact of the divested business, and, therefore, 
may lead to a market situation where the com petition concerns at stake will not 
necessarily be eliminated.184 
(202)  While divested  businesses should in principle contain all tangible assets including 
manufacturing assets which contribute to its current operation185, carve out of 
manufacturing assets may be ac ceptable only exceptionally in very specific 
circumstances if their workability is fully ensured by effective implementation 
and monitoring.186 A divestiture consisting of a combination of certain assets 
which did not form a uniform and viable business in th e past creates risks as to 
the viability and competitiveness of the resulting business. In such circumstances, 
the package must be sufficient to allow the Commission to conclude that the 
resulting business will be immediately viable in the hands of a suita ble 
purchaser .187 
(203)  It is against this background that the Commission assessed the viability, the 
workability, the effectiveness and the ability of the proposed commitments to 
entirely eliminate the competition concerns identified.  
6.2. Proposed Commitments  
6.2.1.  Initia l Commitments  
(204)  The Initial Commitments consist in  the global divestment, under an upfront buyer 
provision, of all know -how and IP rights in relation to  Houghton 's AHRO, SHRO 
and SCRO businesses in the EEA (the “Divestment Business”). More specifically, 
such know -how and IP rights include all unpatented product formulations 
constituting trade secrets, Houghton’s US patent in relation to NOA technology, 
                                                 
181  Case T -177/04 , EasyJet v Commission [2006] ECR II -1913, para 197: " Article 6(2) of Regulation No 
4064/89 provides that the Commission may authorise a merger if the commitments proposed by the 
parties dispel the serious doubts as to the com patibility of the merger with the common market. 
Regulation No 4064/89 thus lays down the objective to be achieved by the Commission, but leaves it a 
wide discretion as to the form which the commitments in question may take. " 
182  Remedies Notice, para 23.  
183  Remedies Notice, para 32.  
184  Remedies Notice, para 24.  
185  Remedies Notice, para 25 -27. 
186  Remedies Notice, para 17.  
187  Remedies Notice, para 37.  
 
41 brand names188 and R&D capabilities. The divested know -how includes both 
formulations of products that are cur rently produced by Houghton's businesses, as 
well as formulations of former products produced by Houghton . In addition, such 
know -how includes all the relevant formulation adjustments and products in 
development related to the divested businesses. Under th e proposed 
commitments, the merged entity will benefit from a non -exclusive license -back 
for use exclusively outside the EEA and outside any geographic areas where the 
Federal Trade Commission (“FTC”) in the United States may require a remedy.189 
(205)  With this r espect, the Initial Commitments include the transfer of [20-40] 
Houghton employees active in sales, technical servicing and R&D190 and who are 
to a large extent, if not entirely, dedicated to the Divestment B usiness , as well as 
[10-30] product support engineers from Houghton’s EEA fluidcare services 
related to steel rolling oils . The Initial Commitments also provide that the merged 
entity cannot solicit the personnel transferred with the Divestment Business for a 
period of […]. In addition to this transfer of personnel, the remedy package also 
contains specific tangible assets such as laboratory equipment necessary for the 
continuation of R&D activity related to divested products.  
(206)  The Initial Commitments further provide for the divestment of th e entirety of 
Houghton’s existing customer  contracts and records  in relation to the Divestment 
Business and under a […] non-solicitation clause. Similarly, all of Houghton’s 
relationships with its existing suppliers of raw materials as well as any  inventory 
of finished goods, packaging and raw materials related to the Divestment 
Business are included in the divested package. Moreover, in order to facilitate the 
technology transfer, the Initial Commitments provide for transitional services and 
toll-manufacturing agreements for a transitional period of up to […], extendable 
twice with […] extensions, on terms and conditions equivalent to those currently 
afforded by Houghton to the Divestment Business.  At the option of the purchaser, 
the Initial Commitments also include a commitment for the Notifying Party to 
provide  technical training services for R&D . 
(207)  The Parties  explicitly proposed Total S.A. (“Total”, France) as remedy buyer. 
Given Total’s pre -existing activities in neighbouring lu bricant markets and its 
manufacturing footprint in the EEA, the Initial Commitments do not provide for 
the divestment of any production facility in the EEA.  
(208)  While the Initial Commitments do not provide for the divestment to Total of 
Houghton’s formulations  used in regions outside the EEA and outside any 
geographic areas where the FTC may require a remedy , the divested package 
                                                 
188  The following brand names are included in the Initial Commitments: NOA, Tandemol, Rodshield, 
ARC, Roll Collar, Rollshield, Fenella, Rolkleen, Rollub, Tempershield and MWR. Following the 
transfer of these brand names, the merged entity will have a […] usage right for these brand names for 
existing products that do not compete with the Divestment Business. Conversely, the purchaser will 
have a […] usage right for Houghton's brand name Houghto Roll for products relying in whole or in 
part on th e divested know -how. Following such […] period, the merged entity commits to abstain from 
any use of this brand for products competing with the Divestment Business for a further blackout 
phase of […]. 
189  In fact, the Initial Commitments pr ovide for a licence -back to the merged entity "for all areas outside 
the EEA to the extent permitted by the US FTC in its proceedings".   
190  [1-10] business leaders, [10-30] sales/technical services/assistance personnel and [5-15] R&D staff 
members.  
 
42 nevertheless enables Total to use the acquired know -how and IP rights on a global 
basis, i.e. without any geographic restriction. In other words, under the Initial 
Commitments, Total is in the position to supply rolling oils, for instance, in Asia, 
should it decide to do so.  
(209)  In addition , the undertakings concerned have entered into related commitments, 
inter alia regarding the separatio n of the divested businesses from their retained 
businesses, the preservation of the viability, marketability and competitiveness of 
the divested businesses, including the appointment of a monitoring trustee . 
6.2.2.  Results of the market test   
(210)  The Commission laun ched a market test on 5  November 2018 to assess the 
suitability and viability of the Initial Commitments .  
(211)  Results of the market test indicate  that the Initial Commitments are in general 
sufficient to address the competition concerns raised by the Commission on the 
EEA markets for AHRO, SHRO and SCRO .191 Several market participants 
nevertheless identify  some implementation risks and suggest a numb er of 
improvements to help mitigate such risks. Only a small  minority of customers and 
competitors express negative views on the remedy package, but such concerns 
remain isolated and are not in line with the view s expressed by the majority of  
market partic ipants.  
(212)  Both customers and competitors are confident that the proposed remedy would be 
viable and that Total could effectively compete on the EEA markets for AHRO , 
SHRO and SCRO .192 Moreover, the majority of respondents agree that the Initial 
Commitments inc lude all necessary tangible and intangible assets, such as 
equipment, know -how and pipeline products necessary for Total to viably and 
competitively run the Divestment Business on a lasting basis in the EEA.193 More 
specifically, market participants have con sulted the list of products included in the 
Divestment Business and generally confirm that no additional Houghton 's 
products are required in the Divestment Business for viability purposes, with the 
exception of a limited number of specific HFs which are te chnically compatible 
with Houghton's divested rolling oils (in particular, AHRO) .194 
(213)  Results of the mark et test also generally confirm  the adequacy of the toll-
manufacturing and servicing arrangements envisaged for the transitional period195 
as well as the appropriateness and sufficiency of the Parties’ commitment not to 
solicit any transferred personnel, customer or distributor included in the 
Divestment Business for a period of five years.196 
                                                 
191  Replies  to R1 – questionnaire to competitors , question 15,  and to R2 – questionnaire to customers, 
question 14.  
192  Replies  to R1 – questionnaire to competitors , question 3,  and to R2 – questionnaire to customers, 
question 4.  
193  Replies  to R1 – question naire to competitors, question 4.  
194  Replies  to R1 – questionnaire to competitors , question 17.1,  and to R2 – questionnaire to customers, 
question 16.1.  
195  Replies  to R1 – questionnaire to competitors , question 8,  and to R2 – questionnaire to customers, 
question 8.  
196  Replies  to R1 – questionnaire to competitors, questions 11 and 12 . 
 
43 (214)  While market participants largely acknowledge the need for requalification of the 
divested products once transferred to Total  (notably in light of the change in the 
manufacturing facilities where the products will be produced) , they also generally 
indicate that this situation would not substantially diffe r from  general industry 
practi ce and that estimated re -qualification delays would require between 3 to 18 
months , depending on the different end -use application of aluminium and steel 
products.197 Similarly, a smaller number of customers indicate that their company 
would need to requalify the products in the event that Total were to source certain 
input raw materials from alternative suppliers,198 but generally consider such 
requalification step could be accomplished within the timeframe of the initial 
transiti onal period of […].199 
(215)  A sizable proportion of customers and competitors, ho wever, also consider  that 
the Initial Commitments involve certain implementation and operational risks.200 
First of all, market participants stress the importance of a sufficiently long 
transitional period in order to enable Total to replicate Houghton’s service and 
product quality after the technology transfer , and to provide sufficient time for 
customers to complete all necessary re -qualification steps , with a buffe r for 
unforeseeable events .201 Second, some respondents stress that, during the 
transitional period, Houghton may not supply Total with sufficient volumes of 
toll-manufactured products202 and raise doubts that, under the Initial 
Commitments, Houghton may not b e bound to offer the same level of services 
and products  to Total  during the transitional period, including the two possible 
extension periods.203 Third, some market participants highlight the risk that a few 
key employees of Houghton are not transferred with the Divestment Business .204 
Fourth, customers consider the availability to Total of the same raw materials as 
used by Houghton pre -Transaction to be crucial in order to enable Total to 
replicate the same quality and performance level of the divested produc ts. Finally, 
a small  minority of  competitors  raise  the observation that global customers may 
require globally consistent technology and products.205 However, with respect to 
the latter  observation , none of the global customers of Houghton raised similar 
conc erns during the market test.  
(216)  In terms of mitigation proposals to the above risks, some customers suggest the 
possibility to extend the transitional period by an additional six months in order to 
provide for greater reassurance and flexibility in case of u nforeseen issues related 
to the technology transfer.206 The vast majority of competitors and customers 
further consider that the Initial Commitments would need to be amended in order 
to explicitly enable  Total to increase the volume of its purchases of toll-
                                                 
197  Replies  to R1 – questionnaire to competitors , question 5,  and to R2 – questionnaire to customers, 
question 5.  
198  Replies to R2 – quest ionnaire to customers, question 10.  
199  Replies to R2 – questionnaire to customers, question 10.2.  
200  Replies  to R1 – questionnaire to competitors , question 3.2,  and to R2 – questionnaire to customers, 
questions 4.2, 6 and 15.  
201  Replies  to R2 – questionnai re to customers, questions 4.2.1 and 6.1.  
202  Replies to R2 – questionnaire to customers, question 4.2.1., 7.1., 8.1.  
203  Replies  to R2 – questionnaire to customers, question 8.1.  
204  Replies  to R1 – questionnaire to competitors , question 16.1, and to R2  – questionnaire to customers, 
question 6.1.  
205  Replies  to R1 – questionnaire to competitors, question 3.  
206  Replies  to R2 – questionnaire to customers, question 9.1.  
 
44 manufactured products in order to  meet potential increases in customer demand 
during the transitional period.207 
(217)  Concerning the risks associated to the identification of key personnel and given 
that names of specific members of personnel to be transferr ed to Total could not 
be disclosed to market participants for the purpose of the market test, the 
Commission asked Houghton’s customers to identify all Houghton 's employee s 
that they consider essential for the viability of the Divestment Business. In this 
context, replies to the market test largely confirm the relevance of the [20-40] key 
employees proposed by the Parties in the Initial Commitments. Nevertheless, 
customers also mentioned a limited number of  Houghton 's employees that were 
not part of the remedy package as being necessary for the viability of the 
Divestment Business. Out of these  employees,208 however,  most (i) are only 
marginally active in the EEA, or (ii) changed role within the company a few  years 
ago, or (iii) are identified on an isolate d basis and without justification as to why 
their position could not be taken over by existing Total employees (e.g. 
administrative personnel or non-specialised commercial personnel ). Only one of 
the said employees, a technical sales manager active in the EEA, is consistently 
considered as crucial for the viability of the Divestment Busines s in the replies of 
Houghton 's customers.  
(218)  The Commission also obtained the views of customers and competitors as to the 
suitability of Total  as a potential purchaser duri ng the market test. Most market 
participants believe that Total  would be able to compete effectively and on a 
lasting basis on the  EEA markets for AHRO, SHRO and SCRO .209 Although a 
small minority of respondents expressed concerns that Total does not current ly 
have sufficient knowledge of the specific chemistry and market dynamics related 
to the divested products ,210 most respondents stressed Total’s relevant experience 
and know -how in the lubricants industry.211 
(219)  In view of the above, although the overall remedy concept and specific purchaser 
proposed by the Parties in the Initial Commitments positively resonated with  
market participants, the responses to  the market test identified some risks and 
mitigation possibi lities in order to ensure t he continued  viability and 
competitiveness of the Divestment Business in the EEA . 
6.2.3.  Final Commitments  
(220)  Taking into account the results  of the market test as well as certain considerations 
being commercially negotiated with Total , the Parties submitted  the Final  
Commitments , which incorporate  several improvements to the Divestment 
Business . As described in Section  6.2.2 , market participants identified some 
implementation risks in relation to : (i) the need to include in the remedy pac kage 
                                                 
207  Replies  to R1 – questionnaire to competitors , question 8.2,  and to R2 – questionnaire to customers, 
question 8.2.  
208  Replies  to R2 – questionnaire to customers, questions 11.1 and 12.  
209  Replies  to R1 – questionnaire to competitors , question 18,  and to R2 – questionnaire to customers, 
question 17.  
210  Replies  to R1 – questionnaire to competitors, question s 3 and 18.1, and to R2 – questionnaire to 
customers, question 17.1.  
211  Replies  to R1 – questionnaire to competitors, question 18.1, and to R2 – questionnaire to customers, 
question 17.1.  
 
45 certain products which are technically complementary to some of the divested 
products, (ii) the duration of the transitional period, (iii) the flexibility for Total to 
increase its purchases of toll -manufactured products during the transitional 
period , (iv) the quality level of products and  services offered by the merged entity 
during the transitional period, (v) key personnel , and (vi) the safeguard of Total’s 
access to Houghton's raw material  suppliers . Compared to the Initial 
Commitments, the Final Commitments have been adapted so as to effectively 
mitigate the identified implementation risks in practice.  
(221)  First, the Final Commitments provide for the divestment of hydraulic fluids  which 
are technically compatible with the divested products , namely “Vital Fluid”, 
“Vital Fluid NOA” and “Hydro Drive”, as identified by market participants.212 
The products include d in the Divestment Business relate to  both current 
formulations  and formulations used in the past . “Vital Fluid” and “Vital Fluid 
NOA” products are respectively water -based and mineral oil based hydraulic 
fluids developed either with the same raw materials used in the divested AHRO 
products or with specific additives that do not mix with the divested AHRO 
products. In case of leakage of these hydr aulic fluids, the performance of the 
AHRO rolling oil is therefore not impacted. Similarly, the “Hydro Drive BM 46” 
is a mineral oil based hydraulic fluid the components of which are more easily 
separable from divested products in case of a leakage. In lin e with the addition of 
these products to the divestment package, the Final Commitments also provide for 
the addition of the “Vital Fluid” and “Hydro Drive” brand names to the divested 
brands already included in the Initial Commitments.   
(222)  Second, in order to  ensure a seamless technology transfer to Total , the Final 
Commitments proposed by the Parties provide for the possibility of extending the 
transitional arrangements for an additional period of […]. More specifically, 
while the Initial Commitments offer the possibility of two separate […] 
extensions at the option of Total and subject to agreement of the monitoring 
trustee, the Final Commitments extend the first extension […]. In total, the 
maximum  duration of the transitional perio d therefore increases […], as 
suggested by market participants in the market test. While the Final Commitments 
offer more flexibility in case of unforeseen complications during the technology 
transfer, they also include  a revised pricin g formula for the toll-manufactured 
products purchases during the last potential extension […]. This means that the 
price for the toll -manufactured products will be higher during the last possible 
extension (compared to the price offered during the initial […] and the first […] 
extension) , while remaining non -punitive for Total in case such ultimate 
extension were to be nec essary.  This way, Total will have more flexibility to 
implement the technology transfer and  to perform all the necessary customers' 
qualifications, while being incentivised  to terminate the  transitional arrangements 
with the merged entity  as soon as practicable. In addition, the Final Commitments 
provide  that during the transitional period stric t ring-fencing obligations will be in 
place,  so that the merged entity will obtain and use confidential information from 
the Divestment Business for the sole purpose of providing toll -manufacturing 
                                                 
212  Following products have been  added to the divestment package: VITAL FLUID AG 46, VITAL 
FLUID HS 320, VITAL FLUID L 46 AL, VITAL FLUID NOA 46, VITAL FLUID NOA 68, VITAL 
FLUID NOA 150, VITAL FLUID NOA 220, VITAL FLUID NOA 320, VITAL FLUID NOA 460, 
HYDRO DRIVE BM 46 (to become VITAL FLU ID BM 46) . 
 
46 services, and will be subject to the obligation not to ret ain nor use any such 
information after the termination of the toll manufacturing arrangement.  
(223)  Third , compared to the Initial Commitments, the Final Commitments explicitly 
mention that no volume cap shall apply for the volumes of toll -manufactured 
products to be provided to Total during the transitional period , including during 
possible extensions . Nevertheless, quantities ordered by Total remain subject to 
verification by the monitoring trustee  and to commercial justification . 
(224)  Fourth, under the Final Commitments, the Parties formally commit to offer 
quality levels for transitional services and toll -manufactured products equivalent 
to those performed and manufactured by Houghton pre -Transaction throughout 
the transitional period,  including during possible extensions.  
(225)  Fifth, in the Final Commitments, the Parties commit  to use reasonable best efforts 
not only to facilitate, but also to  incentivise  the transfer of key p ersonnel . 
Moreover, concerning specific key employees, the Final Commitments provide 
for the replacement of one technical service manager for non -ferrous products. In 
fact, t he added employee corresponds to one of the key personnel identified 
during the market test by Houghton customers, while the removed employee was 
identified as being […] and active in a geographic region already covered by 
another technical service ma nager. Eventually , the Final Commitments include 
provisions whereby the Parties undertake that any personnel currently involved 
direc tly in the research , development , and commercialization of divested 
products , but that are not part of the personnel transferred to the Divestment 
Business (notably because they do not play a key role and/or they only spend a 
negligible part of their time working on the divested products), will not, for a 
period of […] after the Effective Date, engage directly or indirectly in any R&D 
for or commercialization of products which compete wi th the products 
comprising the Divestment Business.   
(226)  Finally , the Parties also commit , for a period of […], to offer to Total  back -to-
back agreement s for the supply of raw materials used in the production of the 
divested products. Under the Final Commitments, s uch agreement may  only be 
requested by Total in case it were  not able to conclude supply contracts with the 
relevant third party suppliers.  
(227)  The full description  of the assets and obligations of the Final C ommitments is 
contained in the s ched ule thereof.  
6.3. Overall assessment of the Final Commitments  
6.3.1.  Scope of the Final Commitments and their suitability to remove 
identified concerns  
(228)  As explained in the present Decision, the serious doubts as to the  compatibility of 
the Transaction  with the internal market reside in the combination of Quaker 's and 
Houghton 's activities in relation to the manufacture and supply of AHRO, SHRO 
and SCRO products in the EEA . 
(229)  The Final Commitments consist of the divestment of Houghton’s activities in 
AHRO , SHRO and SCRO  products in the EEA, representing more than the 
horizontal overlap between the Parties as regards  such products. The Final 
 
47 Commitments therefore ensure that the market s in question continue  to be 
populated by different credible  suppliers.  
(230)  In light of the above, t he Commission considers that the Final Commitments 
proposed by the Parties  are suitable to address the competition concerns that the 
Transaction  would otherwise lead to on the EEA market s for AHRO , SHRO and 
SCRO .  
6.3.2.  Viability and compe titiveness of the Divestment Business  
(231)   The Commission considers that the Divestment Business is a viable and 
competitive business, despite the fact that it is not currently operated on a stand -
alone basis  by Houghton . The volumes of the AHRO , SHRO and SCRO  products  
currently manufactured  by Houghton suggest that the products  could be produced 
at existing plants owned by Total in the EEA . Total has several plants that are 
capable of producing industrial lubricants in the EEA and,  according  to its 
preliminary business plan, the EEA Divestment Business is expected to be 
transferred to at least three of such lubricant plants , in order to cover the markets 
for AHRO , SHRO and SCRO . 
(232)  Despite  the limited  volumes represented by the divested products in the EEA , the 
Divestment Business  achieves  sales of EUR […] in 2017213, and is a highly 
profitable business as illustrated by Houghton’s profit margins achieved in the 
EEA in 2016 ( […]% for AHRO, […]% for SHRO , and […]% for SCRO  
products214). 
(233)  The Co mmission considers that the transitional period […], extendable twice by a 
[…] and a […] extension respectively,  up to a maximum duration of […] in total , 
as provided for in the Final Commitments , is sufficient to ensure that Total  can 
transfer and acquire the necessary know -how in order  to (i) be able to 
successfully take over the production of Houghton’s AHRO , SHRO and SCRO  
products , and (ii) allow sufficient time for transferred customers to req ualify the 
product s. 
(234)  In light of the results of the market test and the identity of the proposed purchaser, 
the Commission considers that the Divestment Business includes the necessary 
personnel needed to be run viably and competitively. In addition, the C ommission 
notes that the Final Commitments include adequate provisions to incentivise the 
relevant personnel to be transferred to the Divestment Business.  
(235)  In light of the above , the Commission considers that the Final Commitments are 
adequate to ensure the viability and competitiveness of the Divestment Business.  
6.3.3.  Ability of the Final Commitments to be implemented in practice  
(236)  The Parties  must enter into a final binding sale and purchase agreement for the 
sale of the Divestment Business with a purchaser ap prove d by the Commission 
before the Transaction  can be closed.  
                                                 
213  Including revenues generated by Houghton’s services to EEA customers of steel rolling oils. See 
Annexes 6 and 7 of the Final Commitments.  
214  Table 19 of the Form CO.  
 
48 (237)  The Commission considers that the criteria set out in the Final Commitments are 
adequate to ensure the suitability of the purchaser. In particular, the Final 
Commitments stipulate that , besides being independent from the Parties and 
having sufficient financial resources, proven expertise and incentive to maintain 
and develop the Divestment Business as a viable and active competitive force in 
the EEA, the purchaser  is required to be  a well -established lubricant supplier with 
activities in the EEA . Moreover, the purchaser must have (i) a proven track record 
in lubricant markets, (ii) manufacturing capabilities in the EEA, (iii) capability of 
sourcing raw materials at competitive terms, and (iv) sufficient resources, 
including those acquir ed with the Divestment Business, in order  to effectively 
carry out R&D activity  for the Divestment Business, produce divested products at 
the same quality as Houghton, market these products cost -effectively th roughout 
the EEA and  provide all necessary technical support to customers.  
(238)  The Commission also notes that the purchaser proposed by the Notifying Party  in 
the Final Commitments , Total , appear s to meet the criteria set out above  without 
prejudice to the out come of the assessment of Total as suitable buyer at a later 
stage of the procedure . The Commission will formally assess the suitability of 
Total  as a purchaser in a separate decision. Nonetheless , the identity of the 
proposed purchaser, Total , removes con cerns about the viability of the remedy 
that the Commission may otherwise have had at this stage. In particular, Total 's 
experience in neighbouring markets and lubricants production assets located in 
the EEA contribute to reducing implementation risks that  might have otherwise 
endangered  the transfer of Houghton’s AHRO, SHRO and SCRO products .     
(239)  In light of the above , the Commission considers the Final Commitments to be 
sufficient in scope and suitable to remove the serious doubts  that w ould otherwise 
result from the Transaction  on the EEA market s for AHRO, SHRO and SCRO . 
6.3.4.  Conclusion on Final Commitments  
(240)  For the reasons outlined above, and in view of the results of the market test and 
the ensuing improvements to the Initial Commitments, the Commission consi ders 
the Final Commitments are sufficient to eliminate the serious doubts as to the 
compatibility of the Transaction with the internal market.  
6.4. Conditions and obligations  
(241)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, 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 c ompatible with the internal market.  
(242)  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. Where a condition is 
not fulfilled, th e 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.  
49 (243) In accordance with the distinction described above, th is Decision 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 requirements set out in the other Section of the Final Commitments
constitute obligations on Quaker .
(244) The detailed text of the Final Commitments is annexed to this Decision. The full
text of the final Commitments forms an integral part of this Decision.
7. CONCLUSION
(245) For the above reasons, the Commission has decided not to oppose the notified
operation as mod ified 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 of the Final C ommitments
annexed to the present Decision and wit h 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  
Member of the Commission  
 
03 December  2018  
 COMP/M. 8492 – QUAKER/GLOBAL HOUGHTON  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), 
Quaker Chemical Corporation (the “ Notifying Party ”) and Houghton International Inc. hereby 
enter into the following Commitments (the “ Commitments ”) vis-à-vis the European 
Commission (the “ Commission ”) with a view to rendering  the acquisition of  Global 
Houghton Limited  (the “ Concentra tion”) compatible with the internal market and the 
functioning of the EEA Agreement.  
This text shall be interpreted in light of the Com mission’s decision pursuant to Article 6(1)(b) 
of the Merger Regulation  to decla re 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 ").
AHRO : Aluminium Hot Rolling Oils (see also " Houghton  EEA AHRO Business ")
Assets: the assets that  contribute to the current operation or are necessary to ensure the
viability and competitiveness of the Divestment Business as indicated in Section B,
paragraph 6 (a), (b) , (c) and (d) and described more in detail in the Schedule.
Closing : the transfer of 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 .
 
2 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  commit s to divest.  
Divestiture Period : the period of […] from the Effective Date.  
Effective Date : the date of adoption of the Decision.  
Hold Separate Manager : the person appointed by Quaker for the Divestment Business to 
manage the day -to-day business under the supervision of the Monitoring Trustee.   
Houghton : Houghton International Inc.,  incorporated under the laws of  the 
Commonwealth of Pennsylvania , with its registered office at  Madison and Van Buren 
Avenues, Valley Forge, PA 19482, USA . 
Houghton EEA AHRO Business : the Houghton business relating to the development, 
manufacture and sale of AHRO products in the EEA.  
Houghton EEA Steel Rolling Oil Busine ss: collectively (1) the Houghton SCRO 
business relating to the  development,  manufacture and sale of SCRO products, including 
Pickle Oils and TPRO, in the EEA, and (2) the Houghton SHRO business relating to the 
development, manufacture and sale of SHRO pro ducts in the EEA . 
Key Personnel : all personnel necessary to maintain the viability  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 Quaker , and who has /have  the duty to monitor Quaker ’s 
compliance with the conditions and obligations attached to the Decision.  
Parties:  the Notifying Party  and Houghton .  
Personnel : all staff currently  employed by the  Divestment Business, including staff 
seconded  to the Divestment Business and shared  personnel, as identified in the Schedule.  
Purchaser : the entity approved by the Commission as acquirer of the Divestment 
Business in accordance with the cr iteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 16 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
Quaker : Quaker Chemical Corporation, incorporated under the laws of the 
Commonwealth of Pennsylvania , with its registered office at One Quaker Park, 901 
Hector Street, Conshohocken, PA 19428 , USA . 
 
3 Schedule : the schedule to these Commitments describing more in detail the Divestment 
Business.  
SCRO : Steel Cold Rolling Oils (see also " Houghton  EEA Steel Rolling Oil Business ") 
SHRO : Steel Hot Rolling Oils (see also " Houghton EEA Steel Rolling Oil Business ") 
Technical Expert : one or more natural or legal person(s), appointed by and reporting to 
the Monitoring Trustee, who has/have e xpertise relevant to the Divestment Business. The 
Technical Expert will, if this is deemed necessary by the Monitoring Trustee, assist and 
advise the Monitoring Trustee with regard to all technical aspects related to the 
Divestment Business. All informatio n provided to the Monitoring Trustee may also be 
exchanged with the Technical Expert. The Technical Expert will be independent of and 
will not have or be exposed to any conflict of interest in relation to the Parties. If the 
Monitoring Trustee has the nece ssary technical expertise, the Monitoring Trustee and 
Technical Expert can be the same natural or legal person. Quaker and the Purchaser shall 
have the right to be heard with any reasoned objections against technical expert 
candidates, e.g., lack of compet ence or conflict of interest. In cases of controversy 
between Quaker and the Monitoring Trustee, and/or Purchaser and the Monitoring Trustee 
as to the suitability of the technical expert candidate, the Commission will decide on the 
matter.  
TOTAL:  TOTAL MARKETING SERVICES SA , incorporated under the laws of France, 
with its registered office at 24, cours Michelet - La Défense 10, 92069 Paris La Défense 
Cedex , and registered with the Trade and Companies Register at Nanterre under number 
542 034 921 16871.  
TPRO : Tinplate Rolling Oils (see also " Houghton EEA Steel Rolling Oil Business ") 
Trustee : the Monitoring Trustee . 
Section B.  The commitment to divest and the Divestment Business  
 Commitment to divest  
2. In order to maintain effective competition, Quaker  commits to divest, or procure the 
divestiture of the Divestment Business by the end of the Divestiture Period as a going 
concern to TOTAL and on terms of sale approved by the Commission in accordance with 
the procedure described in paragraph 17 of these Commitments . To carry out the 
divestiture, Quaker commits to enter into a final binding sale and purchase agreement for 
the sale of the Divestment Busi ness with TOTAL within the Divestiture Period.  
3. The proposed concentration shall not be implemented before  Quaker has entered into a 
final binding sale and purchase agreement for the sale of the Divestment Business  with 
TOTAL and the Commission has approved TOTAL and the terms of sale in accordance 
with paragraph 17.  
 
4 4. Quaker shall be deemed to have complied with this commitment  if: 
 (a) by the end of the Divestiture Period, Quaker  has entered into a final binding 
sale and purchase agreement  with TOTAL  and the Commission has approve d 
TOTAL and the terms of sale as being consistent with the Commitments in 
accordance with  the procedure described in paragraph  17; and  
 (b) the Closing of the sale of the Divestment Business to the Purchaser takes place 
within the Closing Period.  
5. In order to maintain the structural effect of the Commitments, the Parties shall, for a 
period of 10 years after Closing , not acquire , whether direct ly or indirect ly, 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 38 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 Divestment Business is no longer necessary to render the 
proposed concentration compatible with the internal market.  
 Structure and definition of the Dive stment Business  
6. The Divestment Business consists of the Houghton EEA AHRO Business and the 
Houghton EEA Steel Rolling Oil Business, the latter comprising the Houghton EEA 
SCRO business, including Pickle Oils and TPRO, and the Houghton EEA SHRO 
business. Th e Houghton EEA AHRO Business and the Houghton EEA Steel Rolling Oil 
Business are currently operational business lines at Houghton and will be carved -out prior 
to the divestment. The legal and functional structure of the Divestment Business as 
operated to d ate is described in the Schedule. The Divestment Business, described in more 
detail in the Schedule, includes  all assets and staff that contribute to the current operation 
or are necessary to ensure the viability and competitiveness of the Divestment Busin ess, in 
particular:  
(a) all tangible and intangible assets (including intellectual property rights , know -
how and other information used in conne ction with the Divest ment  Business ) 
of the Divestment Business;  provided however that manufacturing plants 
currently  used by Houghton shall not be included in the Divestment Business . 
 
(b) all licences, permits and authorisations issued by any governmental 
organisation for the benefit of the Divestment Business;  
 (c) all contracts, leases, commitments and customer orders o f the Divestment 
Business; all customer, credit and other records of the Divestment Business; 
and 
 
5  (d) the Personnel . 
7. In addition, the Divestment Business includes the benefit, for a transitional period of up to 
[…] after Closing , with a […] extension and an additional […] extension at the option of 
the Purchaser  and subject to agreement of the Trustee , and on terms and conditions 
equivalent to those at present afforded to the Divestment Business, of all current 
arrangements under which Houghton or its Affiliated Undertakings supply products or 
services to the Divestment Business, as detailed in the Schedule, unless otherwise agreed 
with the Purchaser.  The Purchaser shall use reasonable best efforts to complete the 
transition to the purch asing of such products or services from other sources as quickly as 
possible within the initial […] period . Strict firewall procedures will be adopted so as to 
ensure that any competitively sensitive information related to, or arising from such supply 
arrangements (for example, product roadmaps) will not be shared with, or passed on to, 
anyone outside the Houghton operations  supplying the products  or services .  
8. In order to ensure a seamless transfer of the Divestment Business to the Purchaser , the 
Parties commit to provide toll -manufacturing services of the products of the Divestment 
Business for the Purchaser in accordance with the hold -separate obligations under 
paragraphs 11 and 12 of the Commitments and the ring -fencing obligations under 
paragraph 13 of  the Commitments for a time period of up to […] after Closing , with a […] 
extension  and an additional […] extension at the option of the  Purchaser  and subject to 
agreement of the Trustee . The Purchaser shall use reasonable best efforts to complete the 
transition to its own manufacturing as quickly as possible within the initial […] period . 
The remuneration of the Parties for such toll -manufacturing to be paid by the Purchaser is 
detailed in Annex 9 to the Schedule. The Parties commit to provide the Purchaser with the 
same commercial terms with respect to the material / services (including but not limited to 
packaging and transport) for which cost s are passed through as applicable to the retained 
activities of the Parties.  No cap shall apply f or the volumes to be provided by the Parties 
under the toll -manufacturing services obli gation . Upon  reasoned request of Quaker, the 
Monitoring Trustee shall verify the commer cial justification of the quanti ties ordered by 
the Purchaser.  
9. To facilit ate integration of the Divestment Business into the Purchaser's operation, the 
Parties further commit to provide  to the Purchaser , at its option,  training services for its 
personnel (employees and/or contractors) for a period of […] from Closing in relation to 
engineering and R&D , recipe formulation  and know -how. 
Section C.   Related commitments  
 Preservation of viability, marketability and competitiveness  
10. From the Effective Date until Closing, the Parties shall preserve or procure th e 
preservation of the economic viability, marketability and competitiveness of the 
Divestment Business, in accordance with good business practice, and shall minimise as far 
 
6 as possible any risk of loss of competitive potential of the Divestment Business. I n 
particular , the Parties undertake :  
(a) not to carry out any action  that might have a significant adverse 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 B usiness;  
(b) 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 
(c) to use reasonable best efforts to the extent permitted  by law, to incentivise and 
facilitate the transfer of Personnel. The Parties shall provide relevant contact 
details for the Personnel, or otherwise make such Personnel available to the 
Purchaser subject to compliance with applicable laws. The Parties shal l 
facilitate interviews between such Personnel and the Purchaser, shall not 
discourage such Personnel from participating in such interviews, and shall not 
interfere in employment negotiations between such Personnel and the 
Purchaser.  The Parties shall docu ment all reasonable best efforts undertaken in 
order to incentivize and facilitate the transfer of such Personnel to the  
Purchaser.  
(d) to take all reasonable steps , or procure that all reasonable steps are being taken , 
including appropriate incentive sche mes (based on industry practice), to 
encourage all Personnel to remain with the Divestment Business, and not to 
solicit or move any Personnel to Quaker's  remaining business. In particular, 
with respect to such Personnel who receive an offer of employment from the 
Purchaser (conditional on or following the Closing), the Parties shall do the 
following: (i) not prevent, prohibit or restrict or threaten to prevent, prohibit or 
restrict the Personnel from being employed by the Purchaser, and not offer any 
incen tive to the Personnel to decline employment with the Purchaser; (ii) if the 
Personnel accepts such offer of employment from the Purchaser, the Parties 
shall cooperate with the Purchaser in effecting transfer of the Personnel to the 
employ of the Purchaser and the Parties  shall amend or waive the relevant 
provisions of employment agreements, stock options and other employee 
benefit arrangements of Personnel so that they do not suffer adverse 
consequences as a result of their negotiations with, or acceptance of an offer 
from, the Purchaser.  
  Where , nevertheless , individual members of the Personnel exceptionally leave 
the Divestment Business, the Parties shall provide a reasoned proposal  to 
replace the person or persons concerned  to the Commission and the 
Moni toring Trustee. The Parties must be able to demonstrate to the 
 
7 Commission that the replacement is well suited to carry out the functions 
exercised by those individual members of the Personnel. The replacement shall  
take place under the supervision of the M onitoring Trustee, who shall report to 
the Commission.  
(e) to use reasonable best efforts to the extent permitted by law, to facilitate the 
transfer of know -how in connection with the Divestment Business, including 
but not limited to through the appropriat e training of the Purchaser staff and 
contractors and disclosure of technical documentation.  
 Hold -separate obligations   
11. The Parties  commit, from the Effective Date until Closing, to procure that the Divestment 
Business is kept separate from the businesses that the Notifying Party will be  retaining  
and, after closing of the notified transaction to keep the Divestment Business separate 
from the business that the Notifying Party is retainin g and to ensure that unless explicitly 
permitted under these Commitments: (i)  management and staff of the business es retained  
by Quaker  have no involvement in the Divestment Business ; (ii) the Key Personnel and 
Personnel of the Divestment Business ha ve no involvement in any business retained  by 
Quaker  and do not report to any individual outside the Divestment Business . 
12. Until Closing, the Parties  shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and s aleable entity separate from the 
businesses which Quaker  is retaining . Immediately after the Effective Date , Quaker shall 
appoint a Hold Separate Manager . The Hold Separate Manager , who shall be part of the 
Key Personnel,  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 businesses retained  by 
Quaker . The Hold S eparate Manager shall closely cooperate with and report to the 
Monitoring Trustee. Any replacement of the Hold Separate Manager  shall be subject to 
the procedure laid down in paragraph 10(d)  of the se Commitments . The Commission may, 
after having heard Quaker , require Quaker to replace the Hold Separate Manager.  
 Ring -fencing  
13. The Parties  shall implement , or procure to implement,  all necessary measures to ensure 
that t hey do not , after the Effective Date , obtain any Confidential Information relating to 
the Divestment Business and that any such Confidential Information obtained by Quaker  
before the Effective Date will be disclosed to the Purchaser and then eliminated and not be 
used by Quaker . This includes measures vis -a-vis Quaker's appointees on the supervisory 
board and/or board of directors of the Divestment Business. In particular, the participation 
of the Divestment Business in a ny central information technology network shall be 
severed t o the extent possible, without compromising the viability of the Divestment 
Business. The Parties  may obtain or keep information relating to the Divestment Business 
which is reasonably necessary for the divestiture of the Divestment Business or the 
 
8 disclos ure of which to the Parties  is required by law. The Parties  undertake that any 
personnel of the Parties currently involved directly in the research development , and or 
commercialization (comprising technical support, sales and after -sales)  of the products 
comprising the Divestment Business but not listed in 2 ( f) and (g)  of the Schedule will 
not, for a period of […] after the Effective Date , engage directly or indirectly in any R&D 
for or commercialization of p roducts which compete with the products comprising the 
Divestment Business.  The Parties  shall implement all necessary measures to ensure that 
they do not , after the Effective Date, obtain any know -how, commercial information, or 
any other information of a confidential or proprietary nature relat ing to the Divest ment  
Business from that personnel.   
 Non-solicitation clause  
14. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Personnel transferred with the Divestment  
Business for a period of […] after Closing.  
15. The Parties undertake not to solicit, and to procure that Affiliated Undertakings do not 
solicit, for a period of […] after Closing, any of Houghton 's distributors or  customers for 
the products of the Divestment Business currently supplied by Houghto n at the plants or 
mills of the respective customer as listed in Schedule 2(e)  attached to these Commitments  
for the purpose of selling products which compete with the products manufactured on the 
basis of the formulations divested via the Divestment Business.  
 Due diligence  
In order to enable TOTAL to continue  to carry out a reasonable due diligence of the 
Divestment Business, the Parties  shall, subject to customary confidentiality assurances and 
dependent on the stage of the divestiture process:   
(a) provide to TOTAL  sufficient information as regards the Divestment Business; and 
(b) provide to TOTAL  sufficient information relating to the Personnel and allow TOTAL  
reasonable access to the Personnel .  
Section D.  The Purchaser  
16. In order to be approved by the Commission, the Purchaser must  fulfil the following 
criteria :  
(a) 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) ; 
 
9 (b) The Purchaser shall have the financial resources, 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;  
(c) The Purchaser shall be a well -established  lubricant supplier with activities in the 
EEA which fulfils the following criteria:  
(1) has a proven track record in related industrial lubricants markets ; 
(2) has manufacturing capabilities for industrial lubricants in the EEA;  
(3) is capable of sourcing the key raw materials at competitive terms ; and 
(4) has the necessary resources (in combination with the personnel and assets 
included in the Divestment Business)  to  
- effectively carry out R&D work for the prod ucts of the Divestment 
Business;  
- produce the products of the Divestment Business at the same quality as 
Houghton ; 
- sell / distribute the products of the Divestment Business cost -effectively 
throughout the EEA;  and 
- provide the necessary technical support to customers .  
(d) The acquisition of the Divestment Business by the Purchaser must neither be likely 
to create, in light of the 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 . 
17. The f inal binding sale and purchase agreement (as well as ancillary agreements) relating 
to the divestment of  the Divestment Business shall be conditional on the Commission’s 
approval. When Quaker  has reached an agreement with TOTAL , 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. Quaker must be able to demonstrate 
to the Commission that TOTAL 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 that TOTAL 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 sale of the Divestment Business without 
one or more Assets or parts of the Personnel , or by substituting  one or more Assets or 
parts of the Personnel with one or more different assets or different personnel , if this does 
 
10 not affect the viability and competitiveness of the Divestment Business after the sale, 
taking account of TOTAL . 
Section E.  Trustee  
 I. Appointment procedure  
18. Quaker  shall appoint a Monitoring Trustee to carry out the functions specified in the se 
Commitments for a Monitoring Trustee. The Notifying Party  commits not to close the 
Concentra tion before the appointment of a Monitorin g Trustee. The Monitoring Trustee 
may be assisted by the Technical Expert with regard to all technical questions related to 
the Divestment Business. The Technical Expert shall be appointed by and report to the 
Monitoring Trustee (with Quaker and the Purcha ser having the right to be heard as to their 
suitability). In cases of controversy between Quaker and the Monitoring Trustee, and/or 
Purchaser and the Monitoring Trustee as to the suitability of the technical expert 
candidate,  the Commission will decide on  the matter.  
19. The Trustee shall :  
(i) at the time of appointment,  be independent of the Notifying Party and its Affiliated 
Undertakings ;  
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment bank er or consultant or auditor ; and  
(iii) neither have nor become exposed to a Conflict of Interest .  
20. The Trustee shall be remunerated by the Notifying Party in a way that does not impede the 
independent and effective fulfilment of its mand ate.  
  Proposal by Quaker  
21. No later than two weeks after the Effective Date, Quaker  shall submit the names  of two 
natural or legal persons whom Quaker  proposes to appoint as the Monitoring 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 19 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these Commitments; 
and 
(b) the outline of a work plan which describes how the Trustee intends to carry out 
its assigned tasks . 
 Approval or rejection by the Commission  
 
11 22. 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 to fulfil its obligations. If only one name is approved, Quaker  shall appoint or 
cause to be appointed the person or persons  concerned as Trustee, in accordance with the 
mandate approved by the Commission. If more than one name is approved, Quaker  shall 
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 Quaker  
23. If all the proposed Trustees are rejected, Quaker 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 18 and 22 of these Commitments .  
  Trustee nominated by the Commission  
24. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom Quaker  shall appoint, or cause to be appointed, in accordance 
with a trus tee mandate approved by the Commission.  
 II. Functions of the Trustee  
25. 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 Quaker , give any orders or instructions to the Trustee in order to 
ensure compliance with the conditions and obligations atta ched to the Decision.   
  Duties and obligations of the Monitoring Trustee  
26. The Monitoring Trustee shall:  
(i)  propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and condi tions  attached to the 
Decision;  
(ii) oversee, in close co -operation with the Hold 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 
the Parties  with the conditions and obligations attached to the Decision. 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 10 and 11 of the se Commitments;  
 
12   (b) supervise the management of the Divestment Business as a distinct and 
saleable entity, in accordance with paragraph 12 of the se Commitments;  
  (c) with respect to Confidential Information:  
 determine all necessary measures to ensure that Quaker  does not after 
the Effectiv e Date obtain any Confidential Information relating to the 
Divestment Business,  
 in particular strive for the severing of the Divestment Business’ 
participation in a central information technology network to the extent 
possible, without compromising the vi ability of the Divestment 
Business,  
 make sure that any Confidential Information relating to the Divestment 
Business obtained by Quaker  before the Effective Date is eliminated 
and will not be used by Quaker , and  
 decide whether such information may be disclosed to or kept by 
Quaker  as the disclosure is reasonably necessary to allow Quaker  to 
carry out the divestiture or as the disclosure is required by law; and 
  (d) monitor the splitting of assets and the allocati on of Personnel between the 
Divestment Business and Quaker  or Affiliated Undertakings;   
(iii) propose to the Parties  such measures as the Monitoring Trustee considers 
necessary to ensure the Parties'  compliance with the conditions and obligations 
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 information;  
(iv) review and assess TOTAL  as well as the progress of the divestiture process and 
verify that, dependent on the stage of the divestiture process : 
  (a) TOTAL  receive s sufficient and correct information relating to the 
Divestment Business and the Personnel in particular by reviewing, if 
available, the data room documentation, the information memorandum and 
the due diligence process, and  
  (b) TOTAL  are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in relation to the  
Commitments ; 
 
13 (vi) provide to the Commission, sending Quaker  a non -confidential copy at the same 
time, a written report within 15 days after the end of every month  that shall cover 
the operation and management of the Divestment Business as well as the splitting 
of assets and the allocation of Personnel so that the Commission can assess 
whether the business is held in a manner consistent with the Commitments and the 
progr ess of the divestiture process as well as potential purchasers ;  
(vii) promptly report in writing to the Commission, sending Quaker  a non -confidential 
copy at the same time, if it concludes on reasonable grounds that the Parties are  
failing to comply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in paragraph 
17 of these Commitments , submit to the Commission , sending Quaker a non -
confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of TOTAL and the viability of the Divestment Business after the 
Sale and as to whether the Divestment Business is sold in a manner consistent wit h 
the conditions and obligations attached to the Decision, in particular, if relevant, 
whether the Sale of the Divestment Business without one or more Assets or not all 
of the Personnel affects the viability of the Divestment Business after the sale, 
takin g account of the proposed purchaser ; and 
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision.  
 III. Duties and obligations of the Parties  
27. The Parties  shall provide and shall cause their advisors to provide the Trustee with all 
such co -operation, assistance and information as the Trustee may reasonably require to 
perform its tasks. The Trustee shall have full and complete access to any of Quaker's or 
the Divestment Business’ books, r ecords, documents, management or other personnel, 
facilities, sites and technical information necessary for fulfilling its duties under the 
Commitments and Quaker and the Divestment Business shall provide the Trustee upon 
request with copies of any documen t. Quaker  and the Divestment Business shall make 
available to the Trustee one or more offices 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.  
28. The Parties  shall provide the Monitoring Trustee with all managerial and administrative 
support that it may 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.  The Parties  shall provide 
and shall cause their advisors to provide the Monitoring Trustee, on request, with the 
information submitted to TOTAL , in particular give the Monitoring Trustee access  to the 
data room documentation and all other information granted to TOTAL  in the due 
diligence procedure.  
 
14 29. Quaker 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 Quaker for, any liabilities arising out of the 
performance of the Trustee’s duties under the Commitments, except to the extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad faith of the 
Trustee, its employees, agents or advisors.  
30. At the expense of Quaker , the Trustee may appoint advisors (in particular for corporate 
finance or legal advice) , subject to Quaker's  approval (this approval not to be 
unreasonably withheld or delayed) if the Trustee considers the appointment of such 
advisors necessary or appropriate for the performance of its duties and obligations under 
the Mandate, provided that any fees and other expenses incurred by the Trustee are 
reasonable. Should Quaker  refuse to approve the advisors proposed by the Trustee the 
Commission may approve the appointment of such advisors instead, after having heard 
Quaker . Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph 
29 of these Commitments  shall apply mutatis mutandis .  
31. Quaker  agrees that the Commission may share Confidential Information proprietary to 
Quaker  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 .  
32. The Notifying Party  agree s that the contact details of the Monitoring Trustee are published 
on the website of the Commission's Directo rate-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.  
33. 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 the se Commitments.  
 IV. Replacement, discharge and reappointment of the Trustee  
34. If the Trustee ceases to perform its functions under the Commitments or for any other 
good cause, including the exposure of the Trustee to a Conflict of Interest :  
(a) the Commission may, after hearing the Trustee  and Quaker , require Quaker  to replace 
the Trustee; or  
(b) Quaker  may, with the prior approval of the Commission, replace the Trustee.  
35. If the Trustee is removed according to paragraph 34 of these Commitments , the Trustee 
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 
 
15 appointed in accordance with the procedure referred to in paragraphs 18-24 of these 
Commitments .  
36. Unless removed  according to paragraph 24 of these Commitments , the Trustee shall cease 
to act as Trustee only after the Commission has discharged it from its duties after all the 
Commitments with which the Trustee has been entrusted have been implemented. 
However, the Commission may at any time require th e reappointment of the Monitoring 
Trustee if it subsequently appears that the relevant remedies might not have been fully and 
properly implemented.  
Section F.  The review clause  
37. The Commission may extend  the time periods foreseen in the Commitments  in respo nse 
to a request from Quaker  or, in appropriate cases, on its own initiative. Where Quaker  
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 Quaker  be entitled to request an extension within 
the last month of any period.  
38. The Commission may further, in response to a reasoned request from the Notifying Part y 
showing good cause waive, modify or substitute, in exceptional circumstances, one or 
more of t he 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 
suspend ing 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 .  
16 Section G.  Entry into force  
39.The Commitments shall take effect upon the date of adoption of the Decis ion.
Place and date:  […]
Signature : […] 
Name and position:  […] 
On behalf of: Quaker Chemical Corporation  
Signature:  […] 
 Name and position:  […] 
On behalf of:         Houghton International Inc.  
 
17 SCHEDULE  
1. The Divestment Business as operated to date has the following legal and functional 
structure:  
The Divestment Business consists of the Houghton  EEA AHRO Business and the 
Houghton EEA Steel Rolling Oil Business, the latter comprising the Houghton EEA 
SHRO business and the Houghton EEA SCRO business (including Pickle Oils and 
TPRO) :  
 
a) The Houghton EEA  AHRO Busine ss comprises all activities of Houghton relating to 
the development, production and sale of AHRO products, starting from R&D through 
to production, sales and after -sales.  
 
b) The Houghton EEA Steel Rolling Oil Business comprises all activities of Houghton 
relating to the development,  production and sale of SHRO products and SCRO 
products, starting from R&D through production, sales and after-sales:  
 
The Houghton EEA AHRO Busin ess and the Houghton EEA Steel Rolling Oil Business 
are currently operational business lines at Houghton . Both business lines can be operated 
by the Purchaser on a standalone basis and independently from the business that Quaker 
will be retaining . The rele vant assets and personnel of both businesses will be carved out 
and transferred to the Purchaser  as part of the Divestment Business .  
 
Know -how (general know -how with regard to lubricants and the aluminium and steel 
industries and the Divestment Business as well as specific know -how with regard to 
formulations, processes , methods, manufacturing information, etc  and specific customer 
demands  relating to the Divestment Business ), R&D capabilities (inclu ding for the 
development/ improvement  of produ cts accordi ng to the demands of customers, the supply 
of after-sales services and the conduct of research ) as well as strong customer relations are 
critical elements for the competitive strength  of the Divestment Busi ness.  
 
The Divestment Business therefore include s  
 
(1) Know -how in the form of t he formulations , processes, methods and other 
information  to develop, manufacture or sell the products of the Divestment Business  
(as described in detail in the section below on “Assets and personnel included in the 
Divestment B usiness”).  
 
(2) Key Personnel in the areas of sales/technical services and R&D dedicated 
exclusively or to a large extent to the Divestment Business , who have the necessary 
know -how, industry experience, R&D capabilities and customer contacts  (as 
described in detail in the section below on “Assets and personnel included in the 
 
18 Divestment Business”). This includes an experienced management team, which has 
a proven track record of integrating businesses following transactions and of 
successfully developing business  and R&D operations , as well as personnel 
experienced in training new employees.  
 
To further strengthen the capabilities of the Divestment Business in the areas of 
sales/technical services and R&D, further Key Personnel, who are currently not 
(fully) dedicated to the Divestment Business, have also been included in the 
Divestment Business.  
 
In total , the Divestment Business includes [20-40] full-time key personnel compared 
to [20-40] full-time FTE key personnel who  are currently de dicated to the Houghton  
EEA AHRO Business and the Houghton EEA Steel Rolling Oil Business.1  
 
(3) To ensure that the Purchaser will be able to maintain the  service quality currently 
offered by  Houghton , [10-30] product support engineers (fluidcare) employed at  
customer plants have also been included in the Divestment Business.  
 
(4) Furthermore, t he Divestment business includes brand names for the Divestment 
Business (transfer or usage rights), specific R&D lab  equipment , as well as an offer 
to enter into supply agreements with the Purchaser for products and services.  
 
These divested assets and personnel will form a viable and competitive business  in the 
hands of the Purchaser . A transfer of production facilit ies or of personnel perf orming 
general functions (such as production, commercial or back office functions ) to the 
Purchaser is not required.  However, the Parties commit to offer , at the option of the 
Purchaser   
 
- Technical t raining services f or R&D personnel, sales/technical services personnel and 
technical support personnel (such as quality chemists and product support engineers).   
 
To guarantee continuity of operations  and to facilitate the transfer of the Divestment 
Business , the Parties further commit to provide  transition al services and a toll 
manufacturing services  to the Purchaser.  
 
Assets and personnel included in the Divestment Business  
2. In accordance with paragraph 6 of the Commitments, the Divestment Business includes, 
but is not limited to:  
                                                 
1  Personnel which is partly dedicated to  the business is partly considered in the calculation (Example: a 
position, which is dedicated 50% to a business, is counted as 0.5 FTE).  
 
19 (a) the following main intangible assets:  
 
(i) Intangible assets relating to the Houghton EEA AHRO Business  
- Houghton's brand names NOA, Tandemol, Rodshield , Vital Fluid, Hyd ro 
Drive  and ARC, which are currently used for the Houghton EEA AHRO 
Business. Following the transfer of these brand names, Quaker will have a 
[…] usage right for these brand names for those  already existing  products 
not competing with the Divestment Business, i.e .: for (i) AHRO outside of 
the EEA to the extent permitted by the U.S. Federal Trade Commission in 
the proceedings with file no. 171 -0125 and (ii) for all non -AHRO products 
(including the EEA and North America). The Parties shall use reasonable 
best effort s to re -brand any products using these brand names as quickly as 
possible.  
- The know -how (including but not limited to trade secrets) in the form of 
the formulations , processes, method, and information to develop, 
manufacture or sell the products  as listed in Annex 1 , i.e. the products  
currently  produced in the Houghton EEA AHRO Business as well as  other 
lubricants . The Purchaser may use these rights (for example, for research, 
development, production, manufacture and sale) globally and without any 
restriction whatsoever, but at the request of Quaker, must grant a non-
exclusive, royalty free license back for all areas  outside the EEA to the 
extent permitted by the U.S. Federal Trade Commission  in the proceedings 
with file no. 171 -0125. The Parties  undertake not to sell products  relying 
on the  transfer red know -how which are the subject matter of that license, 
or on any know -how derived therefrom, in the EEA and (if/as applicable) 
in any other areas not permitted by the U.S. Federal Trade Commission as 
a result of the proceedings with file no. 171 -0125.  
- The know -how (including but not limited to trade secrets) in the form  of 
the formulations , process es, method, and information to manufacture or 
sell the product RODSHIELD 90 E , which is primarily a rod drawing 
product but is used by […] of Houghton's AHRO customers in the EEA 
for aluminum rolling. The Purchaser may use thes e rights (for example, 
for research, development, production, manufacture and sale) globally and 
without any restriction whatsoever, but at the request of Quaker, must 
grant a non-exclusive, royalty free license back to use the formulation to 
manufacture p roducts outside the Divestment Business, i.e. for (i) AHRO 
applications outside the EEA to the extent permitted by the U.S. Federal 
Trade Commission in the proceedings with file no. 171 -0125 and (ii) for 
all non -AHRO applications (including the EEA and Nor th America). The 
Parties  undertake not to sell products relying on the transfer red know -how 
which are the subject matter of that license,  or on any know -how derived 
 
20 therefrom, in the EEA and (if/as applicable) in any other areas not 
permitted by the U.S. Federal Trade Commission as a result of the 
proceedings with file no. 171 -0125.  
- The know -how (including but not limited to trade secrets) in the form of 
the formulations, process es method, and information for former  products 
produced in the Houghton EEA AH RO Business  as well as predecessor 
versions of the other lubricants as identified in Annes 1 to this Schedule.  
The Purchaser may use these rights (for example, for research, 
development, production, manufacture and sale) globally and without any 
restrictio n whatsoever, but at the request of Quaker, must grant a non -
exclusive, royalty free license back for all areas outside the EEA to the 
extent permitted by the U.S. Federal Trade Commission in the proceedings 
with file no. 171 -0125. The Parties  undertake no t to sell products relying 
on the transferred know -how which are the subject matter of that license, 
or on any know -how derived therefrom, in the EEA and (if/as applicable) 
in any other areas not permitted by the U.S. Federal Trade Commission as 
a result o f the proceedings with file no. 171 -0125.  
- The transfer of the formulations  will include the full transfer  of 
 any formulation adjustments, including but not limited to those 
adjustments for particular customers and samples of products 
under development,  and 
 preliminary or final documentation or results of any current or past 
R&D. This includes any results obtained from tests or trials.  
- The U.S. patent no. 6,818,609 (" NOA patent "). The Purchaser may use 
this patent (for example, for research, development, pro duction, 
manufacture and sale) globally and without any restriction whatsoever, but 
at the request of Quaker, must grant a non -exclusive, royalty free license 
back to use the NOA patent to manufacture products outside the 
Divestment Business, i.e. for (i) AHRO outside the EEA to the ext ent 
permitted by the U.S. Federal Trade Commission in the proceedings with 
file no. 171 -0125 and (ii) for all non -AHRO products (including the EEA 
and North America). The Parties  undertake not to sell AHRO products 
relying on the NOA patent  which is the su bject matter of that license in the 
EEA and (if/as applicable) in any other areas not permitted by the U.S. 
Federal Trade Commission as a result of the proceedings with file no. 171 -
0125.  
- The Parties confirm that all products listed in Annex 1 , i.e. the pr oducts 
currently produced by the Houghton EEA AHRO and the other lubricants 
identified in Annex 1 to this Schedule , as well  as RODSHIELD 90 E are 
 
21 all REACH compliant. The Parties  also undertake to transfer ownership 
over all files related to the REACH regi stration of these products and 
inputs to the Purchaser.  
(ii) Intangible assets relating to the Houghton EEA Steel Rolling Oil 
Business  
- Houghton's brand names Roll Collar, Rollshield, Fenella, Rolkleen, 
Rollub, Tandemol, Tempershield and MWR, which are currently  used for 
the Houghton EEA Steel Rolling Oil Business. Following the transfer of 
these brand names, Quaker will have a […] usage right for these brand 
names for those already existing products not competing with the 
Divestment Business,  i.e. for (i) Steel Rolling Oil outside of the EEA to 
the extent permitted by the U.S. Federal Trade Commission in the 
proceedings with file no. 171 -0125 and (ii) for all non -Steel Rolling Oil 
products (including the EEA and North America). The Parties shall use 
reasona ble best efforts to re -brand any products using these brand names 
as quickly as possible.  
- A […] usage right for Houghton's brand name Houghto Roll solely for the 
products relying (whether in whole or in part) on the know -how being 
divested via the Divestme nt Business. Following this […] period, The 
Parties  commit to abstain from any use of this brand for products 
competing with the Divestment Business for a further period of […] 
(blackout phase).  
- The know -how (including but not limited to trade secrets) in the form of 
the formulations, processes, method, and information to develop,  
manufacture or sell the products  currently  produced in the Houghton EEA 
Steel Rolling Oil Business as listed in Annex 2  to this Schedule. The 
Purchaser may use these rights (for e xample, for research, development , 
production, manufacture and sale) globally and without any restriction 
whatsoever, but at the request of Quaker, must grant a non -exclusive, 
royalty free license back for all areas outside the EEA to the extent 
permitted by the U.S. Federal Trade Commission  in the proceedings with 
file no. 171 -0125. The Parties  undertake not to sell products  relying on the 
transferred know -how which are the subject matter of that license, or on 
any know -how derived therefrom, in the EEA an d (if/as applicable) in any 
other areas not permitted by the U.S. Federal Trade Commission as a 
result of the proceedings with file no. 171 -0125.  
- The know -how (including but not limited to trade secrets) in the form of 
the formulations, processes, method, and information for former  products 
produced in the Houghton EEA Steel Rolling Oil Business. The Purchaser  
 
22 may use these rights (for example, for research, development, production, 
manufacture  and sale) globally  and without any restriction whatsoever , but 
at the request of Quaker, must grant a non -exclusive, royalty free license 
back for all areas outside the EEA to the extent permitted by the U.S. 
Federal Trade Commission in the proceedings with file no. 171 -0125. The 
Parties  undertake not to sell prod ucts relying on the transfer red know -how 
which are the subject matter of that license, or on any know -how derived 
therefrom, in the EEA and (if/as applicable) in any other areas not 
permitted by the U.S. Federal Trade Commission as a result of the 
proceedi ngs with file no. 171 -0125.  
- The transfer of the know -how mentioned above will include the  full 
transfer of:  
 any formulation adjustments, including but not limited to those 
adjustments for particular customers and samples of products 
under development ; and  
 any existing preliminary or final documentation or results of any 
current or past R&D. This includes any results obtained from tests 
or trials.  
- The Parties  confirm  that all products currently produced by the Houghton 
EEA Steel Business as listed in Annex 2  to this Schedule are REACH 
compliant. The Parties  also undertake to transfer ownership over all files 
related to the REACH registration of these products and inputs to the 
Purchaser.  
(b) the following main tangible assets:  
 
(i) Lab equipment  
 
All laboratory equipment necessary for research ing, developing , testing 
and customizing (both pre -sales and after -sales) the produc ts 
comprising the Houghton EEA AHRO Business and the Houghton 
EEA Steel Rolling Oil Business as set out in Annex 3 to this Schedule.  
 
(ii) Inventory  
 
Finished goods inventory, associated packaging assets, and other 
working capital (raw material/WIP inventory) for  the Houghton EEA 
AHRO Business and the Houghton EEA Steel Rolling Oil Business.  
 
 
23 (c) the following main contracts, agreements, leases, commitments and 
understandings :  
- Houghton 's relationships with all of its current suppliers of raw materials 
for its EEA AHRO Business as indicated in Annex 4 to this Schedule  
([…]), including all contact details, product specifications, information on 
lead times, pricing and any other information related to the past […] years 
required for the Purchaser to have full access to Houghton 's supplier base.  
- Houghton's relationships with all of its current suppliers of raw materials 
for its EEA Steel Rolling Oil Business  as indicated in Annex 5 to this 
Schedule ([…]), including all contact details, product specifications, 
information on lead times, pricing and any other information related t o the 
past […] years required for the Purchaser to have full access to Houghton's 
supplier base.  
(d) the following customer, credit and other records:  
- Houghton 's customer, credit and other records for all of its current AHRO 
customers in the EEA  as set out in Annex 6  to this Schedule with respect 
to the mills and the AHRO products currently supplied by Houghton  as 
specified under  (e). […]. The Parties  shall transfer all assignable contracts 
with customers and shall use its best efforts to facilita te the transfer of the 
(remaining) customer relations to the Purchaser.  Should the contracts be 
concluded on a global basis, the Parties shall use their best effort to assign 
the relevant portion of the existing contract to the  Purchaser.  
- For the avoidance  of doubt, in case of supplies to end customers only the 
specific mills currently  supplied by  Houghton  shall constitute the customer  
relation . 
- Houghton's customer, credit and other records for all of its current EEA 
Steel Rolling Oil customers in the EEA  as set out in Annex  7 to this 
Schedule  with respect to the mills and the Steel Rolling Oil p roducts 
currently s upplied by Houghton  as specified under (e).  […]. The Parties  
shall transfer all assignable contracts with customers and shall use its best 
efforts to facilitate the transfer of the (remaining) customer relations to the 
Purchaser.  Should the contracts be concluded on a global basis, the Parties 
shall use their best effort to assign the relevant portion of the existing 
contract to the Purchaser . 
- For the avoidance of doubt, in case of supplies to end customers only the 
specific mills currently supplied by Houghton shall constitute the customer  
relation . 

 
25 additional […] extension at the option of the Purchaser  and subject to agreement of the 
Trustee , until the Purchaser has set up and successfully tested production as well as 
received the necessary customer approval for the respective product  (where app licable) . 
The Purchaser shall use reasonable best efforts to complete the transition to its own 
manufacturing as quickly as possible within the initial […] period. The quality level of 
toll-manufacturing services and products offered to the Purchaser must be equivalent to 
the quality level of the services performed and products manufactured , respectively, by 
the Divestment Business prior to C losing and must remain the same during the toll -
manufacturing period, including its possible extensions . The tol l-manufacturing services 
must be rendered from the same factories or another factory the relevant customer has 
duly qualified to produce the product in question during this time period. In case of 
unavailability, a back up solution must be provided. The re muneration of the Parties  for 
such toll -manufacturing to be paid by the Purchaser is detailed in Annex 9. The Parties  
commit to provide the Purchaser with the same commercial terms with respect to the 
material / services (including but not limited to packa ging and transport) for which cost 
are passed through as applicable to the retained activities of the Parties.  No cap for the 
volumes to be provided by the Parties under the toll -manufacturing services obligation 
shall apply . Upon  reasoned request of Quak er, the Monitoring Trustee shall verify the 
commer cial justification of the quanti ties ordered by the Purchaser.  
For the avoidance of doubt and without prejudice to paragraph 13 of the  Commitments, 
the Parties may obtain, keep or use information related to  the Divestment  Business which 
is reasonably necessary for the  sole purpose of providing toll -manufacturing services to 
the Purchaser. The Parties shall implement all necessary measures not to retain nor use 
any such information after the termination of th e toll  manufacturing arrangement.  
 
Training offer  
 
To facilitate integration of the Divestment Business into the Purchaser's operation , the 
Parties  further commit to provide  to the Purchaser , at its option,  training services for its 
personnel for a period of […] from Closing in relation to engineering and R&D , recipe 
formulation  and transfer of know -how in relation to the Divestment  Business . Training 
will be offered on a reasonable cost basis to be agreed with the Purchaser  and subject to 
the approval of the Trustee . 
 
Supply of raw materials  
 
In case the Purchaser  should not be able to conclude supply agreements or other 
arrangements for any of the  raw materials listed in Annex 4  and Annex  5 for the purpose 
of the production of the products included in the Divestment Business , the Parties commi t 
for a period of […] from Closing and following the submission of a reasoned request from 
the Purchaser  and accompanied by a report from the Monitoring Trustee  to enter into 
 
26 back -to-back agreements for the supply of the respective raw material , i.e. to source the 
respective raw material for account of the Purchaser.  
3. The Divestment Business shall not include:  
Any production facilities currently used for the prod uction of the products of the 
Divestment Business.  
4. If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but 
which is both used (exclusively or not) in the Divestment Business and necessary for the 
continued viability and  competi tiveness of the Divestment Business, that asset , person nel, 
or adequate substitute will be offered to the Purchaser .  
 
 
27 Table of Annexes  
 
Annex 1  Houghton 's current AHRO products in the 
EEA  and other lubricants  
Annex 2  Houghton’s Steel Rolling Oil  products in the 
EEA  
Annex 3  List of lab equipment  
Annex 4  Houghton 's raw material suppliers for its 
EEA AHRO products  
Annex 5  Houghton's raw material suppliers for its 
EEA Steel Rolling Oil products  
Annex 6  List of Houghton 's EEA AHRO customers  
Annex 7  List of Houghton's EEA Steel Rolling Oil 
customers  
Annex 8  Specification of all plants or mills in the 
EEA currently served by Houghton with 
AHRO, SHRO or SCRO  
Annex 9 Pricing formula for toll -manufacturing 
services rendered by Quaker  
 
 
3 December 2018 
 
 
  
M.8492 QUAKER / GLOBAL HOUGHTON 
ANNEX 1 
Houghton's AHRO products in the EEA: 
 ARC 1 LV 
 ARC 15 EU 
 ARC 16 
 ARC 18 
 ARC 25 
 ARC 30 M 
 ARC 375 
 ARC 380 
 
 NOA AG 8314 A 
 NOA AG 8314 B 
 NOA AS 8356 
 NOA AS 8356 A 
 NOA CA 8341 
 NOA HD 8701 ADDITIVE G 
 NOA HD 8701 H 
 NOA HD 8701 I 
 NOA HH 8102 D 
 NOA HHT 8712 D 
 NOA K 8501 A 
 NOA K 8501 HV 
 NOA KF 8323 A 
 NOA KG 8120 
 NOA PK 8305 
 NOA SHT 8107 
 NOA SHT 8107 B 
 NOA SHT 8737 B 
 NOA TLM 8330 
 
 TANDEMOL 2078 
 TANDEMOL 99 EL 5 
 TANDEMOL 99 EL 5 BF 
 TANDEMOL ADDITIVE 24 
 TANDEMOL ADDITIVE 3524 
 TANDEMOL ADDITIVE 3524 EM 
 TANDEMOL ADDITIVE 3561 
 TANDEMOL ADDITIVE 5581 
3 December 2018 
 TANDEMOL ADDITIVE 5594 
 TANDEMOL ADDITIVE 849 
 TANDEMOL ADDITIVE ACL 2 
 TANDEMOL ADDITIVE B 45 
 TANDEMOL ADDITIVE B 5 
 TANDEMOL ADDITIVE EM 1 
 TANDEMOL ADDITIVE O 35 D 
 TANDEMOL ADDITIVE O 60-A 
 TANDEMOL ADDITIVE R 
 TANDEMOL ADDITIVE T 
 TANDEMOL AG 298 G 
 TANDEMOL AG 298 I 
 TANDEMOL AG 298 J 
 TANDEMOL ALIN 93 
 TANDEMOL H 105 R 
 TANDEMOL H 105 R HV 
 TANDEMOL H 105 R ST 
 TANDEMOL H 674 F ST 
 TANDEMOL H 674 G LV 
 TANDEMOL H 674 H LV 
 TANDEMOL K 291 B 
 TANDEMOL K 291 C 
 TANDEMOL K9 F2 L 
 TANDEMOL K9 IM 2 
 TANDEMOL K9 SR GM 
 TANDEMOL KG 292 C 
 TANDEMOL KG 292 D 
 TANDEMOL NT 291 
 TANDEMOL O 105 H 
 
Other lubricants: 
 VITAL FLUID AG 46 
 VITAL FLUID HS 320 
 VITAL FLUID L 46 AL 
 VITAL FLUID NOA 46 
 VITAL FLUID NOA 68 
 VITAL FLUID NOA 150 
 VITAL FLUID NOA 220 
 VITAL FLUID NOA 320 
 VITAL FLUID NOA 460 
 HYDRO DRIVE BM 46 (to become VITAL FLUID BM 46) 
 
 
3 December 2018 
    
M.8492 QUAKER / GLOBAL HOUGHTON 
ANNEX 2 
 
Houghton's Steel Rolling Oil products in the EEA: 
 FENELLA CSS 200 / COLD ROLL SHEET 
 FENELLA FLUID SRH 103 / HOT ROLLING LUBRICANTS 
 FENELLA FLUID SRH 105 / HOT ROLLING LUBRICANTS 
 FENELLA FLUID SRH 132 / HOT ROLLING LUBRICANTS 
 FENELLA FLUID SRH 24 / HOT ROLLING 
 FENELLA FLUID SRH 300 / HOT ROLLING LUBRICANTS 
 FENELLA FLUID SRH 80 / HOT ROLLING LUBRICANTS 
 FENELLA FLUID SRH 87 HOT ROLLING LUBRICANTS 
 FENELLA SRC 832 T COLD ROLL TIN PLATE 
 FENELLA SRC 849 S COLD ROLL SHEET 
 FENELLA SRC 911 S COLD ROLL SHEET 
 FENELLA SRC X 025 COLD ROLL SHEET 
 FENELLA SRC X 026-1 COLD ROLL SHEET 
 FENELLA SRC X 027 COLD ROLL SHEET 
 FENELLA SRC X 031 COLD ROLL SHEET 
 FENELLA SRC X 034 COLD ROLL SHEET 
 FENELLA SRC X 035 COLD ROLL SHEET 
 HOUGHTO ROLL AB 2000 COLD ROLL SHEET 
 HOUGHTO ROLL ARDC PICKLE LINE LUBRICANT 
 HOUGHTO ROLL CH COLD ROLL SHEET 
 HOUGHTO ROLL HF 100 COLD ROLL SHEET 
 HOUGHTO ROLL KL 11 SK HOT ROLLING LUBRICANTS 
 HOUGHTO ROLL KL 4 SK HOT ROLLING 
 HOUGHTO ROLL PK 1 COLD ROLL SHEET 
 HOUGHTO ROLL PK 2 COLD ROLL SHEET 
 HOUGHTO ROLL SPF 16  COLD ROLL SHEET 
 HOUGHTO ROLL WX 4505 COLD ROLL SHEET 
 MWR ADDITIVE AD 015 COLD ROLL SHEET 
 ROLKLEEN 1375 COLD ROLL TIN PLATE 
 ROLKLEEN 3070 COLD ROLL SHEET 
 ROLKLEEN 1573 ROLL TIN PLATE 
 ROLKLEEN 2290 A 122 COLD ROLL SHEET 
 ROLKLEEN 3570 ORB COLD ROLL SHEET 
 ROLKLEEN CC 2 COLD ROLL TIN PLATE 
 ROLKLEEN CSS 200 AG 5 COLD ROLL SHEET 
 ROLKLEEN DP 1410 COLD ROLL TIN PLATE 
 ROLKLEEN DP 1553 E COLD ROLL TIN PLATE 
 ROLKLEEN DP 1703 COLD ROLL TIN PLATE 
 ROLKLEEN DP 1704 COLD ROLL TIN PLATE 
 ROLKLEEN DP 2062 4M COLD ROLL SHEET 
 ROLKLEEN DP 2361 HS COLD ROLL SHEET 
  
 
 
COMP/M.8492 
 
 
 
  S e i t e  2  
  ROLKLEEN DR 1807 COLD ROLL TIN PLATE 
 ROLKLEEN DR 1832 COLD ROLL TIN PLATE 
 ROLKLEEN EP 2125 AME COLD ROLL SHEET 
 ROLKLEEN EP 2126 COLD ROLL SHEET 
 ROLKLEEN EP 2205 TLA COLD ROLL SHEET 
 ROLKLEEN EP 2290 I22 COLD ROLL SHEET 
 ROLKLEEN EP 2340 COLD ROLL SHEET 
 ROLKLEEN EP 2473 HFP COLD ROLL SHEET 
 ROLKLEEN EP 2473 MAR COLD ROLL SHEET 
 ROLKLEEN EP 2710A AMG COLD ROLL SHEET 
 ROLKLEEN EP 3032 COLD ROLL SHEET 
 ROLKLEEN EP 3420 ORB COLD ROLL SHEET 
 ROLKLEEN HR 5200 E HOT ROLLING 
 ROLKLEEN LP0 T5 PICKLE LINE LUBRICANT 
 ROLL COLLAR VS 20 COLD ROLL SHEET 
 ROLLSHIELD 630 PL HOT ROLLING LUBRICANTS 
 ROLLSHIELD HM 100 AME HOT ROLLING 
 ROLLSHIELD HM 650 HOT ROLLING 
 ROLLUB 1202 COLD ROLL SHEET 
 ROLLUB 1207 COLD ROLL SHEET 
 ROLLUB 1210 COLD ROLL SHEET 
 ROLLUB 1215 COLD ROLL SHEET 
 ROLLUB 1216 COLD ROLL SHEET 
 ROLLUB 1219 COLD ROLL SHEET 
 ROLLUB 1263 COLD ROLL SHEET 
 ROLLUB 948 COLD ROLL SHEET 
 ROLLUB 948 M COLD ROLL SHEET 
 ROLLUB 949 HFP A COLD ROLL SHEET 
 ROLLUB 981 E COLD ROLL SHEET 
 ROLLUB 982 E COLD ROLL SHEET 
 ROLLUB 982 R-C COLD ROLL SHEET 
 ROLLUB 982 WB B COLD ROLL SHEET 
 ROLLUB 982 WR A COLD ROLL SHEET 
 ROLLUB 984 COLD ROLL SHEET 
 ROLLUB 988 A AR COLD ROLL SHEET 
 ROLLUB 988 AR COLD ROLL SHEET 
 ROLLUB 988 B A COLD ROLL SHEET 
 ROLLUB 988 MUB B COLD ROLL SHEET 
 ROLLUB 988 MUB C COLD ROLL SHEET 
 ROLLUB 988 NF COLD ROLL SHEET 
 ROLLUB 989 COLD ROLL SHEET 
 ROLLUB 989 WC COLD ROLL SHEET 
 ROLLUB 990 WWS D COLD ROLL SHEET 
 ROLLUB 990 WWS D2 COLD ROLL SHEET 
 ROLLUB 990 WWS D3 COLD ROLL SHEET 
 ROLLUB 990 WWS E / COLD ROLL SHEET 
 ROLLUB 995 W / COLD ROLL SHEET 
  
 
 
COMP/M.8492 
 
 
 
  S e i t e  3  
  ROLLUB 996 / COLD ROLL SHEET 
 ROLLUB HR 49 / HOT ROLLING 
 ROLLUB HR 49 A / HOT ROLLING 
 ROLLUB PO 53 / PICKLE LINE LUBRICANT 
 ROLLUB SRC X 030 / COLD ROLL SHEET 
 ROLLUB WH 68 120 / COLD ROLL SHEET 
 TANDEMOL LP 200 / COLD ROLL SHEET 
 TEMPERSHIELD 6019  






3 December 2018 
 
 
 
M.8492 QUAKER / GLOBAL HOUGHTON 
ANNEX 9 
 
Pricing formula for toll-manufacturi ng services rendered by Quaker  
 
1) Pricing formula applicable during the initial [...] period and a pos-
sible first extension period of up to [...]  
Tolling cost = [...]. 
 
2) Pricing formula applicable to a possible second extension perio d 
of up to [...]  
Tolling cost = [...].