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, 25.11.2019  
C(2019 ) 8596 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M.9553 - Domo Investment Group/Solvay’s EEA EP and P&I 
Business  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 21 October 2019 , the European Commission received notification of a proposed 
concentration pursuant  to Article 4 and following a referral pursuant to Article 4(5) 
of the Merger Regulation by which  Domo  Chemicals GmbH (“Domo ”, Germany), 
controlled by Domo Investment Group (“DIG”, Belgium) , acquires within the 
meaning of Article 3(1)(b) of the Merger Regulation sole co ntrol from Solvay S.A. 
(“Solvay”, Belgium), of the divestment business arising from the Commitments 
attached to the Commission’s decision of 18 January 2019 in case M.8674 
BASF/Solvay's EP and P&I business  (the “Divestment Business”)  (the 
“Transaction”)  declaring the acquisition by BASF SE (“BASF”, Germany) of sole 
control over Solvay’s worldwide polyamide business compatible with the internal 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” by “internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the “EEA Agreement”).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 market, subject to conditions and obligations .3 Domo and the Divestment Business  
are designated hereinafter as the 'Parties'. 
1. THE PARTIES  AND THE CONCENTRATI ON 
(2) Domo is a vertically integrated firm , which offers a portfolio of nylon 6 
intermediates, nylon 6 and 6.6 engineering plastics  (“EP”) , packaging film, 
fertilizers, and distribut es petrochemical products. Domo ser ves the automotive, 
food, medical, pharmaceutical, agricultural, chemicals and electronics industries.  
(3) The Divestment Business is primarily involved in the nylon 6.6 value chain and 
focuses on the manufacturing of nylon 6.6 intermediates, EP, and performa nce 
fibres. It is also active in the nylon 6 supply chain ( producing nylon 6 base polymer 
(“BP”) and EP) to a lesser extent.  
(4) By decision of 18 January 2019 (the “Decision”) based on Article 8(2) of Council 
Regulation (EC) No 139/20042, the Commission decl ared the operation by which 
BASF acquires sole control of Solvay’s worldwide polyamide business compatible 
with the internal market subject to conditions and obligations (the “Commitments”).  
(5) The Commitments offered by BASF consist in the divestiture to a single suitable 
buyer of the Divestment Business , which includes Solvay's facilities of Belle -Etoile 
and Valence (France), Gorzow (Poland), and Blanes (Spain). It also includes a 49% 
minority  interest in a newly -created  production joint venture (the “Chala mpé JV”) . 
BASF will be  the owner of the remaining 51% of the Chalampé JV. A ssets owned 
by Solvay , including production facilities of KA Oil, nitric acid, adipic acid and AH 
Salt, located on the Chalampé (France) site will be transferred to the Chalampé JV . 
The Commitments also  include long -term supply agreements of a key input into the 
nylon 6.6 value chain,  adiponitrile (“ADN”),  to meet the Divestment Business' 
requirements.4  
(6) By decision of 31 October 2019, based on Section D of t he Commitments attached 
to the Decision , the Commission approved Domo as a suitable purchaser of the 
Divestment Business and concluded that the Divestment Business is being sold in a  
manner consistent with the Commitments . 
(7) As a result of the Transaction , Domo will acquire, within the meaning of Article 
3(1)(b) of the Merger Regulation, sole control over the Divestment Business.  
2. EU DIMENSION  
(8) The Transaction does not satisfy the turnover thresholds set out in Articles 1(2) or 
1(3) Merger Regulation . However, it does meet the nationa l thresholds for 
                                                 
3  Publication in the Official Journal of the European Union No C 361, 25.10.2019 , p. 9. 
4  The only producer of ADN in the EEA is Butachimie, a joint venture between Solvay  (to be replaced by 
BASF following the Decision)  and Inv ista. Under the Commitments, BASF committed to (i) assign to the 
purchaser of the Divestment Business a long term agreement for the supply of ADN negotiated with a 
third party, as well as to (ii) enter into a separate agreement to supply directly the purch aser of the 
Divestment Business with ADN. As a result, the Divestment Business will  have access on  a long -term 
basis to a sufficient amount of A DN as it did as part of the Solvay group.  
 
 
3 notification or reviewability under the merger control laws of five EU Member 
States: Austria, Germany, Poland, Romania and Slovakia. The Transaction is 
deemed to have Union dimension and is notified to the Commission on the basis of 
Artic le 4(5) EUMR given that (i) on 16 September 2019 Domo informed the 
Commission by means of a reasoned submission that the concentration should be 
examined by the Commission; and (ii) by 9 October 2019 no Member State has 
expressed its disagreement vis -à-vis the Commission reviewing the concentration.  
3. RELEVANT MARKETS  
(9) The main nexus of the Transaction are nylon products, and more precisely PA 6 and 
PA 6.6 (where PA stands for polyamide, a synonym of nylon)  products . PA 6 and 
PA 6.6 are produced as base polyme rs (PA 6 BP and PA 6.6 BP), which are then 
transformed  into one of three types of downstream products:  (i) engineer ing plastics 
(PA 6 EP and PA 6.6 EP) , (ii) performance fibres  (PA 6 PF and PA 6.6 PF), or (iii) 
films (PA 6  and PA 6.6 films) .  
(10) PA 6 BP and PA 6.6 BP  are each manufactured through different processes using 
different production equipment and inputs.5  
(11) PA 6 EP and PA 6.6 EP are used in a wide number of end use applications in the 
automotive (e.g. engine parts), electronics (e.g. plastic parts in  appliances), and 
construction (e.g. window frames)  industries .  
(12) PA 6 and PA 6.6 PF are mainly used for clothing and carpeting .  
(13) PA 6 and PA 6.6  films are used for film for food packaging.  
(14) Domo is vertically integrated in the PA 6 value chain with limited  activities in PA 
6.6, while the Divestment Business is primarily active in the PA 6.6 value chain with 
limited activities in PA 6.  In the Decision,  the Commission concluded that PA  6 BP 
and PA  6.6 BP constitute distinct product markets .6 The Commission al so found that 
PA 6 EP and PA 6.6 EP are different product markets.7 Therefore, the product 
portfolio s of the Parties are largely complementary and the Transaction only leads to 
limited overlaps.  
(15) Domo and the Divestment Business’ activities overlap in a number of products in the 
PA 6 and PA 6 .6 value chain. However, the Parties ’ combined market  share only 
exceeds 20% in the EEA market for PA 6.6 EP. Therefore, only one horizontally 
affected market arises.  
(16) There are  also a number of  vertical relationships between Domo and the Divestment 
Business . However, they  only lead to one affected market in relation  to Domo and 
the Divestment Business’ PA 6 BP activities (upstream) and Domo’s PA 6 Film 
activities (downstream) . 
(17) The present decision only discusses  affect ed markets , as outlined above.  
                                                 
5  Commission Decision in Case M.8674 – BASF/Solvay's EP and P&I business , para. 244  et seq.  
6  Commission Decision in Case M.8674 – BASF/Solvay's EP and P&I business, para. 260.   
7   Commission Decision in Case M.8674 – BASF/Solvay' s EP and P&I business, para. 309 . 
 
 
4 3.1. PA 6 BP  
3.1.1.  Introduction  
(18) PA 6 BP is a medium performance polyamide which belong s to the family of 
aliphatic polyamides.   
(19) PA 6 BP is made from the ring opening polymerisation of caprolactam.  
(20) PA 6 BP is predominantly used for the production of PA 6 PF (including textile and 
carpet), EP and films for food packaging.  
3.1.2.  Product market definition  
(21) In case M.8674 BASF/Solvay's EP and P&I business , the Commission concluded 
that PA 6 BP constitutes a sep arate and standalone product market.8 
(22) The Notifying Party concurs with the Commission’s decisional practice as regards  
PA 6 BP.  
(23) The evidence in the Commission's file has not provided any indication which would 
suggest that  departing from the Commission’s d ecisional practice  would be adequate 
and therefore this product market definition is retained for the purposes of this 
Decision.  
3.1.3.  Geographic market definition  
(24) In case M.8674 BASF/Solvay's EP and P&I business , the Commission concluded 
that the PA 6 .6 BP mark et is EEA -wide in scope in scope and left open the 
geographic market definition for PA 6 BP.9 
(25) The Notifying Party submits that the PA 6 BP market is EEA -wide in scope.  
(26) The evidence in the Commission's file has not provided any indication that the 
geographic scope of the marke t proposed by the Notifying Party is not appropriate  
and therefore this geographic market definition is retained for the purposes of this 
Decision.  
3.1.4.  Conclusion on market definition for PA 6 BP  
(27) For the purposes of the present de cision , the Commission considers  that the market 
for PA 6 BP  constitutes a separate market which  is EEA -wide in scope .  
3.2. PA 6 film 
3.2.1.  Introduction  
(28) PA 6 BP can notably be processed into films, which are either bi-axially oriented 
polyamide films ( “BOPA ”) or non-oriented cast polyamide films ( “CAST ”). BOPA 
film is produced by cast -extruding PA  6 BP into film,  which is then horizontally and 
                                                 
8   Commission Decision in Case M.8674 – BASF/Solvay' s EP and P&I business , para. 252  et seq.  
9   Commission Decision in Case M.8674 – BASF/Solvay' s EP and P&I business, para. 277  et seq.  
 
 
5 vertically stretched. CAST film is produced by cast -extruding  PA 6 BP into film 
with no further stretching being involved.  
(29) Customers of PA  6 film use these films for the production of standard flexible 
packaging materials for consumer goods. This involves significant further 
processing, for example the lamination with other materials (polyethylene, ethylene -
vinyl acetate, polyet hylene terephthalate, cast polypropylene, aluminium foil or 
paper).  Packaging based on PA  6 film is mainly used where a good gas and aroma 
barrier is required. This is for example the case for food and pharmaceutical 
products.    
3.2.2.  Product market definition  
(30) The Commission has so far not specifically analysed the product market for PA  6 
film.10  
(31) Domo submits that the PA 6 film market forms a distinct product market and that no 
further segmentation is appropriate.  
(32) Whether the market for PA 6 film constitutes a standalone separate market or should 
be further segmented into  BOPA and CAST  can be left open as the Transaction will 
leave effective competition unaffected under any alternative definition of the 
relevant market.  
3.2.3.  Geographic market definition  
(33) The Commissio n has so far not specifically analysed the geographic market for PA  6 
film. 
(34) Domo submits that PA  6 film is worldwide, as suppliers offer the product glob ally. 
(35) The precise definition of the relevant geographic  market can be left open as to 
whether it is EEA -wide or worldwide in scope, as the Transaction will leave 
effective competition unaffected under any alternative definition of the relevant 
market.  
3.2.4.  Conclusion on market definition for PA 6 film 
(36) The precise product and geographic market  definition s can be left open as the 
Transaction will leave effective competition unaffected under any alternative 
definition of the product and geographic market.  
3.3. PA 6.6 EP  
3.3.1.  Introduction  
(37) PA 6 .6 EP belongs to the group of engineering plastics. These have been developed 
in the 1960s and 1970s to replace materials like metal, alloys, wood and glass. 
Compared to those materials, engineering plastics are often lighter and easier to 
                                                 
10   The Commission examined the PA 6 EP and PA 6.6 EP markets, as well as the PA 6.6 PF market  in Case 
M.8674 – BASF/Solvay's EP and P&I business , but it  did not examine the market for PA 6 film.  
 
 
6 process into compl ex shapes. Their qualities make them suitable for diverse industry 
segments, i.e., transportation/automotive, industrial and consumer products and 
construction.  
(38) Engineering plastics are produced in a polymerisation process by mixing molten 
base polymer (PA  6 BP for PA 6 EP and PA 6.6 BP for PA 6.6 EP) with additional 
ingredients such as additives (e.g. flame retardants), stabilisers (e.g. to improve 
resistance against heat or UV light) and various fillers from minerals to fibres. These 
additional ingredient s are, depending on the intended field of application, added for 
stiffness, strength, impact or other performance features such as thermal or electrical 
conductivity. After this compounding step, they are sold to customers in form of 
granules. Customers pr ocess the granules into the final product form by using 
processes like injection moulding, blow moulding or extrusion.  
3.3.2.  Product market definition  
(39) In case M.8674 BASF/Solvay's EP and P&I business , the Commission concluded 
that PA 6.6 EP  constitutes a separat e and standalone product market.11 
(40) The Notifying Party concurs with the Commission’s decisional practice as regards 
PA 6.6 EP.  
(41) The evidence in the Commission's file has not provided any indication which would 
suggest that departing from the Commission’s dec isional practice would be adequate 
and therefore this product market definition is retained for the purposes of this 
Decision.  
3.3.3.  Geographic market definition  
(42) In case M .8674 BASF/Solvay's EP and P&I business , the Commission concluded 
that the PA 6.6 EP market  is EEA -wide in scope.12  
(43) The Notifying Party concurs with the Commission’s decisional practice as regards 
PA 6.6 EP . 
(44) The evidence in the Commission's file has not provided any indication which would 
suggest that departing from the Commission’s decisional p ractice would be adequate 
and therefore this  geographic  market definition is retained for the purposes of this 
Decision.  
3.3.4.  Conclusion  on market definition for PA 6.6 EP  
(45) For the purposes of the present decision , the Commission considers that the EEA -
wide mar ket for PA 6.6 EP constitutes a relevant market.  
                                                 
11   Commission Decision in Case M.8674 – BASF/Solvay's EP and P&I business , para. 292  et seq.  
12  Commission Decision in Case M.8674 – BASF/Solvay' s EP and  P&I business, para. 310  et seq.  



 
 
10 Divestment Business is not active in the merchant market pre-Transaction  and need s 
all of its limited production for captive use. Second, the combined market shares of 
the Parties in th e PA 6 BP market (based on consumption shares ) are relatively low  
([10-20]%) and the increment brought by the Divestment Business is limited ( [0-
5]%). Third, t here is a significant number of other well -established PA  6 BP 
suppliers active on the merchant m arket and from which rival PA  6 film 
manufacturers  could source PA  6 BP such as  BASF, DSM Groupo Azoty , Lanxess 
or UBE.  
(56) The incentives of the merged entity  to foreclose the access by PA 6 film competitors' 
access to PA  6 BP will not materially change since Domo was already vertically 
integrated and the Divestment Business is not active in the PA 6 film market. 
Therefore, there is no increment of market shares in the downstream market.  
Moreover, the Divestment Business only ha s a market share of [0-5]% in the 
downstream PA 6 EP market ( with sales of [quantities sold]  kts) and is not active in 
PA 6 PF. Therefore, [quantities sold and sales strategy] .    
4.2.3.  Customer foreclosure  
(57) The ability of the merged entity to foreclose access of  PA 6 BP suppliers to a 
sufficient base of customers will not change significantly as result of the 
Transaction. First, the distinction between BOPA and CAST is not relevant for a 
customer foreclosure strategy, as the PA 6 BP is the same for both products.  If the 
assessment is carried out on the basis of the plausible PA 6 film market as a whole, 
instead of a narrower plausible CAST market, there is no affected market as Domo 
has a moderate market share of [20-30]% on the downstream PA  6 film market and 
the Divestment Business is not active in this market.    Second, Domo is not an 
important customer of PA 6 BP and [sales strategy] . In fact, Domo [quantities sold 
and sales strategy] . Third, the increment brought about by the Divestment Business 
in terms o f PA 6 BP market share is very limited and  [sales strategy] . Consequently, 
[quantities sold and sales strategy] . Finally, PA 6 film is only a minor end -
application of PA 6 BP (total market of [40-50] kts) as PA  6 BP is predominantly 
used for the production of PA 6 EP (total market of [400-500] kts).  PA 6 PF  
producers also need to purchase PA  6 BP.  The incentives  of the merged entity to 
foreclose access of PA  6 BP suppliers to a sufficient base of PA 6 films customers 
will not materially change since Domo was a lready vertically integrated and has 
[quantities sold and sales strategy] .  
4.2.4.  Conclusion  
(58) The Commission therefore concludes that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as a result of vertical effects 
arising from vertical links between the upstream market for PA 6 BP  in the EEA and 
the downstream market for PA 6 film in the EEA.  
  
 
 
11  
5. CONCLUSION  
(59) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it c ompatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission