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, 11.02.2021  
C(2021)  1055 final  
PUBLIC VERSION  
 
Mitsui & Co Ltd  
3-1 Ohtemachi 1 -chome   
Chiyoda -ku, Tokyo 100 -8631 
Japan  
Subject : Case M. 9686 – Mitsui/Belchim Crop Protection  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No 139/20041 2 and Article 57 of the 
Agreement on the European Economic Area3 
Dear Sir or Madam,  
(1) On 15.12.2020, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Mitsui & Co 
Ltd (‘Mitsui’, Japan) intends to acquire sole control within the meaning of Article 3(1)(b) of the Merger Regulat ion over Belchim Crop Protection NV (‘Belchim’ or 
the ‘Target’, Belgium)  by way of purchase of shares (the ‘Transaction’).
4 Mitsui is 
                                                 
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  For the purposes of this Decision, although the United Kingdom withdrew from the European Union as of 
1 February 2020, according to Article 92 of the Agreement on the withdrawal of the United Kingdom of 
Great Britain and Northern Ireland from the European Union an d the European Atomic Energy 
Community (OJ L 29, 31.1.2020, p. 7), the Commission continues to be competent to apply Union law as 
regards the United Kingdom for administrative procedures which were initiated before the end of the 
transition period . 
3  OJ L  1, 3.1.1994, p. 3 (the 'EEA Agreement').  
4  Publication in the Official Journal of the European Union No C 447,  23.12.2020 , p. 20. 
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information omitted has been replaced by 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 referred to hereinafter as the ‘Notifying Party’ and together with Belchim as the 
‘Parties’. The undertaking that would re sult from the Transaction is referred to as the 
‘Merged Entity’.  
1. THE PARTIES  
(2) Mitsui is a Japanese general trading company engaged in business activities covering several industries, such as steel, non- ferrous metals, machinery, electronics and 
chemicals, i ncluding chemical products for crop protection. In the EEA , Mitsui is 
active in crop protection through its subsidiary Mitsui AgriScience International SA NV (‘MASI ’), which holds controlling interests in Dutch- based Certis Europe BV 
(‘Certis’) and German -based Spiess -Urania Chemical GmbH (‘Spiess -Urania’) .  
(3) Certis is active in the distribution of third -party and own formulated products for 
crop protection. Spiess -Urania mainly develops and manufactures copper -based 
active ingredients ( ‘AI’) and formulated products and is not active at the distribution 
level.  
(4) Belchim is a Belgian -based company which, similarly to Certis, is active both in the 
distribution of third -party crop protection products and in the supply of own 
formulated products under proprietary brands, based on generic (off -patent) AIs, 
licensed AIs or own proprietary AIs. In the EEA , Belchim operates under its own 
name and those of its subsidiaries  Orchem and Nordisk Alkali. 
(5) Both Certis and Belchim specialise in crop protection products for smal ler, high -
value crops such as vines and potatoes, for which they have portfolios of products targeting some of the main pests and diseases. Neither have integrated R&D capabilities , but they are both known for introducing innovative products from their 
Japanese R&D partners to the European market and for formulating products based 
on Japanese -developed AIs. Both Certis and Belchim have Japanese (minority) 
shareholders active in crop protection development: Nisso and Kumiai for Certis and ISK for Belchim. Neither Certis nor Belchim has production capabilities for their own formulated products, which are produced by third parties under toll -
manufacturing agreements.  Certis’ sister compa ny Spiess -Urania manufactures 
copper -based AIs and formulated products, in particular biocides for wood 
protection and fungicides for vines and potatoes . 
2. T
HE OPERATI ON 
(6) The proposed Transaction will be implemented pursuant to a s ale and purchase 
agreement u nder which Mitsui, through its wholly owned subsidiary MASI, will 
acquire a controlling interest5 of 30% of the shares in Belchim followed by a second 
acquisition of a further  32% of the shares in Belchim.6 The Transaction value will 
not exceed EUR […] .  
                                                 
5  Once it acquires the initial 30% of Belchim’s share capital, Mitsui [ control rights ](see Form CO, 
paragraph 6).  
6  The re maining 38% will be controlled by ISK Biosciences (28%), wholly owned by Ishihara Sangyo 
Kaisha Ltd. (‘ISK’), and Mitsui Chemicals (10%).  
 
 
3 3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million7 [Mitsui: […], Belchim: [… ]. Each of them has an 
EU-wide turnover in excess of EUR 250 million [Mitsui: […], Belchim: [… ] and 
they do not ac hieve more than two- thirds of their aggregate EU -wide turnover within 
one and the same Member State. The notified operation therefore has a Union 
dimension pursuant to Article 1(2) of the Merger Regulation.  
4. INTRODUCTION TO CROP PROTECTION PRODUCTS  
(8) This case concerns primarily the supply of formulated crop protection products.  
Crop protection products are designed to protect crops against different forms of 
damage caused by insects, weeds, fungi or other pests, such as nematodes.8  
(9) The lifecycle of crop protection products involves several stages: (i) the discovery 
and development by companies active in R&D of new AIs, where these companies will apply for patents to protect the AIs they have discovered; (ii) the development of formulated products composed of one or more AI with inactive ingredients such 
as solvents, fillers or adjuvants , which includes field testing, and the manufacture 
thereof ; (iii) the regulatory approvals and authorisations, where the AI is approved at 
the EU level by the Commission an d the formulated product is approved at the 
Member state level by the relevant authority; and finally, (iv) the commercialisation of these formulated products to farmers and other customers.
9 
(10) Neither party has a research organisation engaged in the discove ry and development 
of new AIs  but they both formulate products based on AIs developed by third 
parties, in particular Japanese R&D partners. The Parties also supply third- party 
formulated products on the market, acting as wholesale distributors for these 
products. For the affected markets that arise in this Transaction, this distribution 
tends to be on an exclusive basis, either contractually or de facto .10  
(11) Formulated crop protection products can be divided broadly into the main categories 
of herbicides (ta rgeting weeds), insecticides (targeting insects)  and fungicides 
(targeting diseases) . Further, there are other crop protection products such as 
molluscicides (targeting slugs , snails and other types of molluscs ), desiccants and 
plant growth regulators  (‘PG Rs’).  
5. PRODUCT MARKET DEFINI TION  
5.1. Commission’s precedents  
(12) In past cases, the Commission found that the relevant product markets for 
formulated crop protection products can be segmented on the basis of the pest(s) 
                                                 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).   
8  See Form CO, paragraph 78.  
9  See Form CO, paragraph 79.  
10  Annex 210 to the Form CO.  
 
 
4 targeted and then by crop  where each such combination constitutes a separate 
relevant product market.11 This applies to fungicides ,12 herbicides ,13 insecticides14 
(including acaricides15), PGRs16 and seed treatment .17 
(13) For fungicides, the Commission has previously taken the view that each crop/disease 
comb ination constitutes a separate relevant market.18 For herbicides, further 
distinctions have been made depending on the time of application of the relevant 
crop protection products. On this basis, the Commission found that the relevant 
product markets for herbicides can be segmented by crop, weeds targeted  and timing 
of their application. For insecticides, it found a separate product market for each type 
of crop and per pest .19 It also considered relevant a distinction per method of 
application (i.e. foliar or soil) , which is applicable for both insecticides  and 
fungicides .20 For seed treatment, the Commission further segmented the market for 
each crop by indication.21  
(14) As f or PGR s, the Commission has previously taken the view that the relevant 
product markets can be segmented by individual crop.22 In UPL / Arys ta Lifescience , 
                                                 
11  Please note that in its precedents, for its competitive analysis, the Commission also considered crop 
groups for the sake of convenience. See, for example, M.7932 –  Dow / DuPont (2017), paragraph  319. 
12  Fungicides are products aimed at controlling fungal diseases in crops.  
13  Herbicides are crop protection products used to kill unwanted weeds (i.e. weeds that compete with crops 
for water, light, nutrients and space).   
14  Insecticides are crop protection products that target insects that damage cultivated crops. Insecti cides have 
several modes of application, such as foliar application  or soil application.  
15  Acaricides are crop protection products that target acari, which includes ticks and mite s.  
16  PGRs are agrochemical products that influence the growth of  crop s or crop products , as they inhibit, 
stimulate, or modify plant growth and development.  
17  Seed treatments are crop protection products  that target seeds to protect them at an early stage of their 
development. They consist of either fungicides or insecticides or a combination of both with other 
chemical substances.  Given that the Parties’ activities do not give ris e to affected markets with regard to 
seed treatment, these products will not be further assessed in this decision.  
18  M.9095 – UPL / Arysta Lifescience  (2019), paragraph 17.  
19  M.7932 – Dow / DuPont (2017), paragraph  1224. Due to the multitude of markets that result as the 
consequence of this approach, in its competitive analysis the Commission examined groupings of crops 
and groupings of types of pest. There are a number of different insects and insect groups which , for the 
sake of convenience for the competitive assessment,  could broadly be classified as ‘sucking type ’ insects 
or ‘chewing type’ insects. See M.7932 –  Dow / DuPont (2017), paragraph  1162, M.7962 – 
ChemChina/Syngenta (2017), paragraphs 121 and 124.  
20  M.7932 – Dow / DuPont (2017), paragraph 1224; M.7962 –  ChemChina / Syngenta (2017), paragraph 
124. 
21  Case M.2547, Bayer/Aventis Crop Science (2002), paragraphs 810- 823; Case M.1806, 
AstraZeneca/Novartis  (2000), paragraph 77; Case M.3465, Syngenta CP/Advanta  (2004), paragraph 28; 
Case M.5675, Syngenta/Monsanto’s Sunflower Seed Business  (2010), paragraph s 102-109; Case M.6141, 
CNAC/Koor Industries/Makhteshim Agan Industries  (2011), paragraphs 25 and 31; Case M.7962, 
ChemChina/Syngenta (2017), paragraph 143.  
22  Case M.6141 –  China National Agrochemical Corporation/Koor Industries/Makhteshim Agan Industries , 
OJ C 309/01, 21.10.2011, paragraph 27; Case M.1932 –  BASF/American Cynamid (AHP) , OJ C354/08, 
09.12.2000, paragraph 28; Case M.1806 –  AstraZeneca/Novartis , OJ L 110/1, 26.07.2000, paragraph 78; 
Case M.737 –  Ciba -Geigey/Sandoz , OJ L201,/01, 17.07.1996, paragraph 123, M.7962 – ChemChina / 
Syngenta (2017), paragraph 138, M.9095 –  UPL / Arysta Lifescience  (2019), paragraph 17 . 
 
 
5 the Commission  in particular assessed markets for potato PGRs23, where it did not 
consider any further segmentations , such as those based on time  of application.24  
(15) Further, the Commission considered that m olluscicides25 constitute a distinct product 
market.   
(16) The Commission also found in an earlier decision that s oil fumigants  constitute a 
distinct product market but did not envisage any further segmentation.26 However, in 
Dow/Dupont , the Commission considered soil fumigants as part of the nemat icide 
market .27 
(17) As regard desiccants  and paraffinic oils for virus control , the Commission has not 
addressed these market s in previous cases  in the context of the agrochemical  
products . However, it did address paraffinic oils in the context of electrical oils in 
Castrol/Carless/JV .28 On that occasion, the Comm ission came to the conclusion  that 
there might be a separate product market for paraffinic oils, instead of those products  
belonging to a mar ket including  all types of electrical oils.  
(18) Paraffinic oils create a physical barrier on the crop which prevents certain insects 
from transmitting the virus they carry by sucking the leaves. Paraffinic oils do not 
kill the virus and are ineffective once th e virus is transmitted and goes on to infect 
the crop. Paraffinic oils are usually used on crops which have requirements of being ‘virus -free’, such as seed potatoes and flower bulbs.  
5.2. Notifying Part y’s views  
(19) The Notifying Party  generally agree s with th e approach followed by the Commission 
in past cases . The Notifying Part y has however submitted arguments relating to the 
market definition for paraffinic oils for virus control  and for potato PGRs . 
                                                 
23  Potato PGRs are used for their e ffect on the crop’s products rather than the crop itself. Regardless of 
whether they are  applied on the potato plants in the field (pre -harvest) or on the potato t ubers in storage 
(post -harvest), they are all used to suppress sprouting in stored potatoes.  
24  Case M.9095 –  UPL / Arysta Lifescience  (2019), para graph 17. 
25  Molluscicides are crop protection products designed to combat snails and other types of molluscs. They 
generally consist of chemically treated baits which are spread onto the soil. In case M.2547 – Bayer / 
Aventis Crop Science (2002), para graph 527, the Commission considered that molluscicides form a 
separate product market as they cannot be substituted by other insecticides and that a breakdown by type 
of crop would not be appropriate since  the formulation of molluscicides does not vary according to the 
plants affected.  
26  Soil fumigants are used to prepare and clean up soil that has been used for intensive crop production by 
sterilising the soil and removing any remaining pests and diseases . They are applied by specialists before 
planting, since they also kill crops and they are specialised chemicals. They are usually used for high -
value crops, because they are more effective but also more expensive than other chemicals. In case 
M.6141 – CNCA / Koor Industries /Makhteshim Agan Industries  (2011), para graph 24, the Commission 
found that soil fumigants constitute a distinct product market, but did not envisage any further 
segmentation.  
27  Case M.7932 –  Dow/Dupont  (2017), paragraph 1642.  
28  Case No. IV/M1591-  Castrol/Carless/JV  (1999), para graph 14. 
 
 
6 5.2.1. Paraffinic oils  for virus control  
(20) As regards paraffinic oils for virus control, the Notifying Party  submit s that this 
should be a separate market from insecticides.29 The Notifying Party  consider s that 
paraffinic oils and insecticides  operate in different ways and are used for different 
purposes. According to the Notifying Party , paraffinic oils have a different mode of 
action to insecticides, as the former do not kill the pests , but are used to avoid that 
they transmit the virus they may carry .30  
(21) Further, the Notifying Party  does not consider vegetable oils as competing with 
mineral oils for virus control (such as paraffinic oils).31 While the Notifying Party 
agrees that vegetable oils can be used for virus control to a certain extent, it argues 
that vegetable oils have a much lower effectiveness and higher cost than paraffinic 
oils.32 Moreover, the Notifying Party submits that, to the best of its knowledge, 
vegetable oil s have never been registered as crop protection product s and, therefore , 
their use would require market operators to undergo the full registration procedure 
for each specific crop, which would take a minimum of five to seven years.33  
5.2.2. Plant growth regulators  
(22) Both Parties are active in the supply of PGRs for potatoes. As regards potatoes , the 
use of PGRs is crucial to inhibit or control sprouting during storage in order to 
prevent  damage and the loss of product quality.  
(23) The Notifying Party submits that, as a result of the disruption in the market for PGRs 
for potatoes following the non- renewal of chlorpropham  (‘CIPC’) in 2020 (the main 
active ingredient used to prevent potato sprouting), the traditional market definition of PGRs for potatoes needs  to be revised . 
(24) The Notifying Party considers the following sub -segmentations to be appropriate:  
(a) First, based on ti me of application, between pre - and post -harvest,  
(b) Second, within post -harvest, between products that prevent sprouting and those that 
act on the sprouts once they have appeared (referred to as preventative and curative 
products, respectively). Further, wit hin post -harvest, the Notifying Party argues 
that cold storage is a credible alternative to chemical products.
34  
(25) The Notifying Party submits that Belchim’s product 1,4 Sight is a purely preventive 
product, while Certis’ spear mint oil35 product Biox -M is mai nly a curative product.  
(26) The Notifying Party  notes that Certis may initially have suggested both preventive 
and curative use o f Biox -M, when the product was first launched. It acknowledge s 
that Biox -M could be used preventively [ Mitsui’s business secrets] . However, the 
Notifying Party  claim s that [Mitsui’s business secrets] growers are unlikely to turn to 
                                                 
29  See Form CO, paragraph 109. 
30  See Form CO, paragraph 106. 
31  See Response to RFI 17,  of 12 January, paragraph 18.  
32  See Response to RFI 17,  of 12 January, paragraphs 14 and 15.  
33  See Response to RFI 17,  of 12 January, paragraphs 15 and 16.  
34  See Form CO, paragraph 140.  
35  Spearmint oil is sometimes referred to as mint oil, which is the same substance.  
 
 
7 Biox -M for preventive use . The Notifying Party claims that treatment with Biox -M 
allows growers to “wait and see” until the potatoes actually require a treatment 
against sprouting  and that  Biox -M is only purchased and applied once sprouting 
starts . It refers to a Dutch Biox -M product publication from Certis, the German 
Biox -M registration report and a French farming trade publication to support its 
claim tha t Biox -M is mainly used curatively . 
5.3. Commission ’s assessment  
(27) The outcome of the market investigation has  confirmed t he Commission’s 
precedents defining the relevant product market for crop protection products on the basis of crop/target pest combinations (e.g. for fungicides, herbicides
36, and 
insecticides ), while molluscicides constitute a single product market. Moreove r, the 
outcome of the market investigation has also confirmed that as regards fungicides 
and insecticides, the markets should be further segmented according to the mode of 
application, distinguishing between foliar and soil applications. In addition, the outcome of the market investigation has confirmed that , as regards herbicides, the 
market should be further segmented according to the time of application and whether 
they are  used  for agricultural or non- agricultural applications .
37  
5.3.1. Paraffinic  oils for vir us control  
(28) The results of the market investigation support the Notifying Party’s view that 
paraffinic oils for virus control constitute a separate product market from 
insecticides. The majority of competitors express ing an opinion consider that 
paraffinic oils for virus control should constitute a separate market.38 Customers 
point at these products’ particularities and the lack of alternative products .39 The 
results of the market investigation did not contradict the Notifying Party’s claim that 
vegetable oils are not close substitutes to paraffinic oils.  
(29) The results of the market investigation are mixed as regards the appropriateness to 
further subsegment the market of paraffinic oils for virus control per product, that  is, 
to consider as separate markets paraffinic oils for virus control in (i) seed potatoes 
and (ii) flower bulbs. While the majority of competitors support a further segmentation,
40 customers consider that it is not appropriate .41 
(30) The Commission considers this distinction relevant  and consider s the markets for 
paraffinic oils for virus control in (i) seed potatoes and (ii) flower bulbs as separate 
markets. This is because not all paraffinic oils for virus control are registered for use 
                                                 
36  Following its precedent regarding the possible segmentation of herbicides, the Commission also identified 
a potato desiccant market. Desiccants are a type of herbicides.  
37  Responses to Q1  - Questionnaire to competitors, question 8; Responses to Q2  - Questionnaire to 
distributors, distributors’ organisations, farmers’ organisations, EU Industry  Associations and consultants, 
question 9. 
38  Responses to Q1 -  Questionnaire to c ompetitors, question 9.  
39  Responses to Q2 - Questionnaire to distributors, distributors’ organisations, farmers’ organisatio ns, EU 
Industry Associations and consultants, ques tion 24(1).  
40  Responses to Q1 -  Questionnaire to competitors, question 9.  
41  Responses to Q2 -  Questionnaire to distributors, distributors’ organisations, farmers’ organisations, EU 
Industry Associations a nd consultants, questions 10 and 10(1).  
 
 
8 on both flower bulbs and seed potatoes.42 Competitive  conditions appear to be 
different, as customers are faced with different alternative suppliers depending on 
whether they want to treat flower bulbs or seed potatoes, as can be seen in Table 3  
and Table 4  below . 
5.3.2. Plant  growth regulators  
(31) The result s of the market investigation support a sub- segmentation  of potato PGRs 
based on crop and on time of application between pre - and post -harvest  potato 
PGRs , as suggested by the Notifying Party .  
(32) A large majority of both customers43 and competitors44 expressing an opinion 
indicate that potato PGR s should be segmented between products used before 
harvesting and those used after harvesting.  
(33) Respondents do not view pre -harvest and post -harvest products as mutually 
substitutable, but more as complementar y products that will be part of a typical 
treatment programme following the ban on CIPC . A competitor commented: “ Both 
solutions complement but cannot replace each other (without suggesting farmers 
have to apply both options; they could choose at the expense of efficacy to go with 
only one). Storage strategy for sprout inhibition starts in the field. Depending on the 
season, with the use of a field treatment, it is possible to start with lower dose rate of 
the post -harvest treatment. ”45 
(34) Several respondents e xplain that pre -harvest products are not a reliable stand -alone 
solution for long -term sprout suppression, in particular  because the effective 
application of pre -harvest products depends on the right weather conditions and 
produces only a short -term effect  during storage. A customer commented in relation 
to pre -harvest potato PGRs: “ Insufficient effect for the usual storage time for 
potatoes. Also the relevant  general conditions in the field (e.g. weather) are not 
known beforehand.”46 
(35) As regards a sub- segmen tation  between post-harvest products that prevent sprouting 
and products that burn off sprouts (preventive versus curative products)  suggested by 
the Notifying Party , this  is not supported by the  market investigation.  
(36) A majority of both customers47 and competitors48 expressing an opinion do not 
consider that post -harvest products should be segmented between products used 
before sprouting and products used after sprouting.  
                                                 
42  Paraffinic oils must be registered for a certain application before use. Products must obtain an 
authorisation before they can be used for a specific application.  
43  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organi sations, EU 
Industry Associations and consultants, question 11.  
44  Responses to Q1 - Questionnaire to competitors, question 10 . 
45  Responses to Q1 -  Questionnaire to competitors, question 10 (1). 
46  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, question 11( 1) (courtesy translation from  German).  
47  Responses to Q2 -  Questionnaire to customers, distributors’ o rganisations, farmers’ organisations, EU 
Industry Associations and consultants, question 12.  
48  Responses to Q1 -  Questionnaire to competitors, question 11.  
 
 
9 (37) Several respondents comment that, in any case, all post -harvest products shoul d be 
applied before sprouting in order to obtain good results and to avoid damage. The 
feedback received suggests that it is not a viable option to wait for sprouts to appear and then burn them off. A customer commented: “ Sprout suppressants have to 
applie d before appear ance.”
49 A competitor remarked: “ It is strongly recommended 
to use the potato sprout suppressants before the sprouts appear, to avoid any damage ”
50, while another  competitor stated : “Any later application would impact the 
quality of the potato.”51 
(38) Several respondents comment that the market is divided between pre - and post -
harvest products, with all post -harvest products competing against each other.52 In 
the same vein , a customer stated : “Basically, it is sufficient to distinguish between 
treatment in the warehouse and treatment in the field”.53 
(39) The Notifying Party’s claim that products based on spearmint oil are used mainly 
curatively  has not been confirmed by the Commission’s investigation .  
(40) In the market investigation , customers indicated  that spearmint can be used both 
preventively and curatively, while competitors considered that it can only be used 
preventively. A majority of customers54 expressing an opinion consider that 
spearmint oil can be applied both before and after sprouts appear , while  among the 
other customers, the same number consider that it can only be used before sprouting 
compared to only after sprouting. A majority of competitors55 expressing an opinion 
consider that spearmint oil can only be used before sprouting.  
(41) As rega rds Certis’ Biox -M product in particular, most  publicly available documents 
from both Certis and third parties suggest that the product is mainly used 
preventively. Sources describing the product as curative only, such as the French 
trade journal referred to by the Notifying Party, seem to be the exception to the rule.  
(42) The Biox -M product label for instance provides the following instructions for use: 
“Biox-M is a sprouts inhibitor extracted from spearmint. It is used to inhibit the 
germination of potatoes during storage. The treatment of potato tubers must be done 
before they begin to germinate, but after healing”. 56  
(43) Contrary to what the Notifying Party claims, Biox -M product brochures are still 
promoting  it as a mainly preventive product with additional cu rative action. The 
Biox -M brochure currently available on the Belgian Certis website57 describes the 
                                                 
49  Responses to Q2 -  Ques tionnaire to customers, distributors’ organisations, farmers’ organisation s, EU 
Industry Associations and consultants, question 12( 1). 
50  Responses to Q1 -  Questionnaire to competitors, question 11 (1). 
51  Responses to Q1 -  Questionnaire to competitors, que stion 11( 1). 
52  Responses to Q1 -  Questionnaire to competitors, question 1 1(1). 
53  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, question 12( 1) (courtesy transla tion from German).  
54  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, question 20.  
55  Responses to Q1 -  Questionnaire to competitors, question 19.  
56  Annex 288, Bi ox-M label Denmark –  English version.   
57  Biox -M product brochure available on the Belgian Certis website, last accessed on 11 January 2021 
(https://www.certiseurope.be/fileadmin/BE/Downloads/Solutions/Factsheets/Biox -M/Certis_BIOX -
M_folder_6p_FR -min.pdf ).  
 
 
10 mode of action of spear mint oil as follows : “At low concentration, mint oil acts on 
the hormonal system of the potato which has the effect of slowing the gr owth of 
sprouts . At higher concentration, the product causes damage to the sprouting cell 
membranes eventually leading to the general necrosis of the sprout.” […] Keeping a 
low concentration of Biox -M® in the storage building allows good sprout control to 
be maintained. At low concentration, Biox -M® acts as a growth regulator ”.  
(44) The brochure recommends the preventive use of Biox -M, while describing the 
curative use as an added benefit : “It is recomme nded to use Biox -M® preventively 
but the product is also completely able to act curatively on the sprouting by applying 
a dose of  60-90 ml / tonne of stored potatoes. The necrosed sprouts will fall off 
during the processing and marketing stages of the potatoes.”  
(45) The same product brochure includes a treatment timeline which shows that without 
the use of pre -harvest products, under both ambient and cold storage conditions, 
Biox -M is recommended to be used from October onwards (i.e. similarly to 1,4 
Sight, soon after potatoes are put into storage).  
(46) Similarly, the Dutch Biox -M product publication from Certis  referred to by the 
Notifying Party repeatedly describes the curative application of the product at higher 
doses as a useful option for growers  rather than as its main type of use .58 
(47) In addition, various third -party sources indicate that Biox -M is mainly used 
preventively: Belgian agronomic consultancy Inagro for instance states in its latest 
document on potato sprout suppression:  “The mode of action of mint oil is aimed at 
inhibiting the hormonal sprouting system  (preventive) but it can also destroy sprouts 
at higher doses (curative) ”. 59  
(48) Finally, the Parties have provided no evidence to substantiate their  claim that side -
by-side tr ials have revealed that  Belchim’s  1,4 Sight is a much better compound for 
preventive purposes and that growers are unlikely to turn to Biox -M for preventive 
use. By contrast, agronomic studies seem to indicate similar efficacy between both 
products  when us ed preventively . For instance, a ccording to a  presentation by 
agronomic consultancy Inagro, comparative product trials have indicated that the 
preventive use of both products yields similar results:  after long -term treatment ( with 
repeat applications at a preventive low dose of 30 ml/tonne for Biox -M), sprout 
length measured was not very different  between the Parties’ products , at around 3 
mm on average for both 1,4 Sight and Biox -M in the month of June , depending on 
the potato variety.60    
(49) The Commission therefore considers that even if the market for post -harvest potato 
PGRs were segmented between preventive and curative products, which is not 
                                                 
58  Annex 109 to the Form CO, pages 1, 2 and 5 . 
59  Brochure Kiemremming 2020  (Brochure Sprout Suppression 2020), p. 12 (courtesy translation from 
Dutch) , available  at  
https://www.inagro.be/DNN_DropZone/Nieuws/7059/Brochure_kiemremming_2020.pdf  (last accessed 
on 11 January 2021)  
60  See Inagro present ation “Hoe aardappelen bewaren in 2020 zonder CIPC?” (How to store potatoes 
without CIPC in 2020?), 18 February 2020, slide 16, available at  https://www.pibo -campus.be/wp -
content/uploads/1 -Kiemremming -Tongeren -200218- PIBO_Kurt.pdf  (last accessed on 1 Febru ary 2021).  
 
 
11 supported by the Commission’s investigation, the Parties’ products would compete 
directly in the preventive segment.  
(50) As regards the Notifying Party’s  claim that cold storage solutions should be included 
in the post -harvest market , this is not supported by the results of the market 
investigation.  
(51) A majority of competitors61 expressing an opinion indicate that cold storage is not a 
credible alternative, while the responses  from customers62 were less conclusive: the 
highest number  of respondents replied that cold storage is not an alternative, with 
fewer respondents replying that it can always be an alternative or t hat it can be an 
alternative in certain circumstances. An example of where cold storage can be an alternative  was the short -term storage of freshly harvested potatoes.  
(52) Several respondents mention that cold storage using an effective refrigeration system 
can slow down or reduce sprouting in potatoes , depending on the  variety  and size .
63 
However, several respondents also  point out that cold storage is not an option for 
potatoes to be processed as fries or crisps , due to health hazards  for consumers .64 
They explain that such potatoes  cannot be stored at low temperatures because this 
creates reducing sugars65 that produce discoloration and acrylamide66, a substance 
officially labelled as a carcinogen, when the potatoes are subsequently processed or 
prepared at h igh temperatures. A customer commented: “Cold storage is not suitable 
for storage of potatoes for processing (frying chips or crisps). Sprout suppressants 
must be used to prevent low temperature sweetening and darkening of the product with increased acryla mide content. ”
67  
(53) A supplier  commented: “ Low temperatures reduce sprouts but increase Acrylamide 
precursors (reducing sugars ). Use of low T would engender toxical dangers to 
consume rs”68 and point ed out that the formation of acrylamide in cold- stored 
potatoes processed at high temperatures is  currently being investigated by the 
European Food Safety Authority (EFSA).69 The information leaflet ‘Acrylamide in 
Food’ available on the EFSA  website warns the general public against cold -storing 
potatoes: “ Do not store potatoes in the refrigerator as this increases sugar levels 
(potentially increasing acrylamide production during cooking)”.70 
                                                 
61  Responses to Q1 -  Questionnaire to competitors, question  22. 
62  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associa tions and consultants, question 23.  
63  Responses to Q1 -  Questionnaire to competitors, question s 22(1) and 22(2).  
64  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associa tions and consultants, question 23(2).  
65  A reducing sugar is any sugar that i s capable of acting as a reducing agent because it has a free aldehyde 
group or a free ketone group.   
66  Acrylamide is formed in a non -enzymatic reaction known as the Maillard reaction at pro cessing 
temperatures above 120°  C where reducing sugars combine w ith the free amino acid asparagine.  
67  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associa tions and consultants, question 23(2).  
68 Responses to Q2 -  Questionnaire to customers, distributors ’ organisations, farmers’ organisations, EU 
Industry Associa tions and consultants, question 23(2).  
69  See minutes with a supplier,  of 5 January 2021; paragraph 10.  
70  Available at https://www.efsa.europa.eu/sites/default/files/acrylamide_en.png  (last accessed on 20 January 
2021 ). 
 
 
12 (54) In addition, the Parties’ internal documents suggest that [ confidential internal 
documents ]. 
(55) In light of the results of its investigation, the Commission concludes that, for the 
purposes of assessing the Transaction, the relevant product market in relation to PGRs should be segmented between pre -harvest potato PGRs and post -harvest 
potato PGRs  without the need for further sub -segmentations . 
6. G
EOGRAPHIC MARKET DEF INITION  
(56) In previous decisions, the Commission has considered that the geographic market definition for crop protection products is national.
71 This is because their 
authorisation is still regulated at the national level,72 each Member State remains 
responsible for maintaining specific national data requirements,73 distributors of crop 
protection products usually are adapted to varying demands of their customers in different Member States
74 and pricing data indicated national differences in price 
levels and evolution for the same products.75  
(57) The Notifying Party agrees with the Commission that the geographic market definition for crop protection products is national in scope.  
(58) The vast majority  of competitors and customers expressing an opinion agree with the 
Commission that the geographic market definition for crop protection products is national in scope.
76 This includes the markets for fungicides, herbicides, insecticides, 
molluscicides, potat o desiccants,77 paraffinic oils for virus control78 and PGRs for 
potatoes.  
7. OVERVIEW OF THE OVERLAPS AND AFFECTED MARKETS  
(59) Mitsui’s and Belchim’s  activities in Europe mainly overlap in the supply of certain 
crop protection products for smaller crops such as potato, vines, fruits and vegetables 
as well as in flowers and ornamentals. For those crops , the Transaction gives rise to 
a number of national ly affected markets for the supply of  fungicides, herbicides, 
                                                 
71  M.8084 – Bayer / Monsanto (2018), para graph 1366; M.7962 – ChemChina / Syngenta  (2017), para graph  
174; M.7932 -  Dow / DuPont (2017), paragraph 332; M.2547 – Bayer / Aventis Crop Science (2002), 
paragraph 27.  
72  M.7932 - Dow / DuPont (2017), para graph 330; M.2547 –  Bayer/Aventis Crop Science (2002), paras. 23-
27; M.1806 –  AstraZeneca/Novartis  (2000), paras. 82- 83; and M.1932 –  BASF/American Cyanamid 
(AHP) (2000), paras. 29-31. 
73  M.7932 - Dow / DuPont (2017), paragraphs 320 and 327.  
74  M.7932 - Dow / DuPont (2017), paragraph 328.  
75  M.7932 - Dow / DuPont (2017), paragraph 329.  
76  Responses to Q1 -  Questionnaire to competitors, question 12; Responses to Q2 -  Questionnaire to 
customers, distributors’ organisations, farmers’ o rganisations, EU Industry Associations and consultants, 
question 13.  
77  Responses to Q1 –  Questionnaire to competitors, question 13; Responses to Q2 -  Questionnaire to 
customers, distributors’ organisations, farmers’ organisations, EU Industry Associations , and consultants, 
question 14.  
78 Responses to Q1 - Questionnaire to competitors, questions 13 and 13(1); Responses to Q2 - Questionnaire 
to customers, distributors’ organisations, farmers’ organisations, EU Industry Associations, and 
consultants, questions 14 and 14(1).  


 
 
15 Regulation  (the ‘Horizontal Merger Guidelines ’)80 distinguish between two main 
ways in which mergers may significantly impede effective competition, namely non -
coordinated and coordinated effects.  
(64) Non-coordinate d effects may significantly impede effective competition by 
eliminating important competitive constraints on one or more firms, which 
consequently would have increased market power. The Horizontal Merger Guidelines consider not only the direct loss of competition between the merging firms, but also the reduction in competitive pressure on non- merging firms in the 
same market that could be brought about by the merger.
81  
(65) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant non- coordinated effects are likely to result from a merger, 
such as the large market shares of the merging firms, the fact that the merging firms are close competitors, the limited possibilities for customers to switch suppliers, or 
the fact that the merger would eliminate an important competitive force. That list of 
factors applies equally if a merger would create or strengthen a dominant position, or 
would otherwise significantly impede effective competition due to non- coordinated 
effects.  Furthermore, not all of those factors need to be present to make significant 
non-coordinated effects likely and this is not an exhaustive list.
82  
(66) Furthermore, in accordance with the Horizontal Merger Guidelines, a merger with a 
potential competitor can ha ve horizontal anti -competitive effects in two situations: 
(i) where the potential competitor constrains the behaviour of firms active in the market, notably when the potential competitor possesses assets that could easily be used to enter the market without incurring significant sunk costs or (ii) where the merging partner is very likely to incur the necessary sunk costs to enter the market in a relatively short period of time after which it would constrain the behaviour of firms currently active in the mar ket.
83   
(67) For the merger to have significant anti -competitive effects, two basic conditions 
must be fulfilled. First, the potential competitor must already exert a significant constraining influence or there must be a significant likelihood that it would gro w to 
become an effective competitive force. Evidence that a potential competitor has plans to enter a market in a significant way could help the Commission reach such a conclusion. Second, there must not be a sufficient number of other potential competitor s, which could maintain sufficient competitive pressure after the merger.
84 
(68) In addition, when the Parties operate in closely related markets, a concentration  may 
also give rise to conglomerate effects. The main concern regarding conglomerate effects is fore closure. A concentration may lead to the foreclosure of rivals, by 
allowing the M erged Entity to leverage a strong market position from one market to 
another by means of tying, bundling or other exclusionary practice s.
85 The 
Commission appraises conglomerat e effects in accordance with the guidance set out 
                                                 
80  OJ C 31, 5.2.2004, p.  5. 
81  Horizontal Merger Guidelines, paragraph 24.  
82  Horizontal Merger Guidelines, paragraph 26 . 
83  Horizontal Merger Guidelines, paragraph 59 . 
84  Horizontal Merger Guidelines , paragraph 60 . 
85  Guidelines on the assessment of non- horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (“Non -Horizontal Merger Guidelines”) (2008/C 265/07), para 93.  
 
 
16 in the Non -Horizontal Merger Guidelines.  In its assessment, the Commission 
examines whether the M erged Entity would have the (i) ability and (ii) incentive to 
foreclose rivals and (iii) whether such strategy would have a significant detrimental 
effect on competition.86 
(69) In accordance with the legal framework  set out above , the Commission has carried 
out an extensive competitive assessment . In the following sub- sections, the 
Commission (i) analyses the h orizontally affected markets where the Commission 
considers that the Transaction would raise serious doubts in the absence of the remedies presented by the Notifying Party ; and (ii) the markets where the 
Transaction does not raise serious doubts  including horizontally affected markets 
and markets where conglomerate effects could rise.  
8.2. Markets in which serious doubts arise 
8.2.1. Paraffinic oils for virus control  in (i) seed potatoes and (ii) flower bulbs  in the 
Netherlands  
(70) The Transaction would lead to the loss of potential competition in two markets in the 
Netherlands , those for  paraffinic oils for virus control in  (i) seed potatoes and (ii) 
flower bulbs.  
8.2.1.1. Activities of the Parties  
(71) Certis distributes paraffinic oils for virus control in the Netherlands, where its products are registered for seed potatoes and flower  bulbs. Certis’ paraffinic oil for 
virus control products are sold under the brands Olie H and Kompaan.
87   
(72) Belchim intends to distribute Fibro in The Netherlands , a paraffinic oil product  for 
virus control in seed potatoes and flower bulbs  developed by  Comptoir Commercial 
des Lubrifiants (‘CCL’), [Belchim’s confidential future product strategy ]..88 
(73) Consequently, there is a potential overlap between the Parties’ paraffinic oil for virus 
control i n the Netherlands in seed potatoes and flower bulbs.89  
8.2.1.2. Notifying Party’s views  
(74) While the Notifying Party acknowledges that Certis is currently the  largest, if not the  
only, distributor of paraffinic oil products in the Netherlands in the concer ned 
markets, it argues that (i) it is uncertain whether Belchim will become a competitor 
as the registration process of its paraffinic oil product (Fibro) is ongoing;90 (ii) Certis 
has limited control over paraffinic oil pricing, as it is a relatively low value  product 
                                                 
86  Non-Horizontal Merger Guidelines paragraph 94.  
87  See Form CO, paragraph 453.  
88  See Form CO, paragraph 462. 
89  While Certis also distributes paraffinic oil for virus control in Germany, where its products were only 
temporarily registered for potatoes, Belchim does not distribute paraffinic oil in Germany, [Belchim’s 
confidential busin ess strategy ]. Therefore, there is no current or potential overlap in Germany and this 
market will not be analysed further.  
90  See Form CO, paragraph 457.  

 
 
18 being by far the largest  player in the market for paraffinic oils for virus control in 
seed potatoes, and the only  player in the market for paraffinic oils for virus control in 
flower bulbs.  
(77) The results of the market investigation point at the importance of the products of the 
Parties for virus control in seed potatoes and flower bulbs in the Netherlands.93 A 
competitor indicated that Certis’ products are ‘an unmissable product in both crops  
[seed potatoes and flower bulbs] needing a high frequency of applications’ .94 
Another suppl ier of crop protection products argued that the M erged Entity will be a 
specialty crop company , and that it will be able to leverage this position.95 Several 
customers consider that Belchim will be Certi s’ only potential competitor , with a 
customer stressin g that ‘ if the companies have both Olie H / Kompaan and Fibro in 
their portfolio they will monopolize the paraffinic oil market for virus control 
without competition ’.96  
(78) Second, the market is extremely concentrated, the only other player that would have 
a likely and timely entry in the market with a product similar to those of Certis 
would be Belchim.97 
(79) Respondents to the market investigation have not confirmed the Notifying Party’s 
claim that there is uncertainty over Belchim’s entry in the Dutch market s for 
paraffinic oils for virus control in seed potatoes and flower bulbs .98  
(80) Indeed, Belchim’s entry in the market appears likely. The Notifying Party has not 
argued nor provided evidence that the approval process is encountering difficulties 
or that the app roval would be rejected. Belchim’s product Fibro is based on the same 
AI as Certis’ products (paraffinic oil). Given that Certis’ products are registered and 
are not under regulatory pressure, this would indicate that other products based on the same AI an d in advanced stages of the registration process are unlikely to face 
difficulties for registration  from the competent authorities.  Moreover, s everal 
customers expect Belchim’s entry in the market .
99 
(81) Belchim’s entry in the market appears timely. As mentione d above, Belchim 
indicated that [ Belchim’s confidential information on product registration ].100 
(82) Further, the results of the market investigation have not pointed at other products that would be credible alternatives to those of the Parties, nor at other com petitors 
                                                 
93  Responses to Q1 - Questionnaire to competitors, question 23; Responses to Q2 -  Questionnaire to 
customers, distributors’ organisations, farmers’ organisations, EU Industry Associations,  and consultants, 
question  24. 
94  Responses to Q1 -  Questionnaire to competitors, question 23(1).  
95  Responses to Q1 -  Questionnaire to competitors, question 43(1).  
96  Responses to Q2 -  Questionaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 26.  
97  See Form CO, paragraphs 451, 462, and 465; Responses to Q2 -  Questionnaire to customers, distributors’ 
organisations, farmers’ organisations, EU Industry Associations, and consultant s, question 26.  
98  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, question 26(1).  
 
99  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, f armers’ organisations, EU 
Industry Associations and consultants, question 26(1).  
100  See Form CO, paragraph 462.  
 
 
19 that would have a likely and timely entry in the markets and that would exert 
sufficient pressure on the Parties post -Transaction.101 Customers pointed at Certis’ 
products  being  the only one s registered for virus control in potatoes and flower bulbs 
in the Netherland s.102 In this line, a customer expressed that ‘ Only Certis Olie H and 
Kompaan are used for virus control !’103 
(83) In fact, the majority of respondents to the market investigation consider that there are 
no alternative products for treating virus control in seed potatoes and flower bulbs.104 
While certain respondents cited alternatives such as insecticides for aphid control, 
including pyrethroids ,105 other respondents point at the increasing res istance of 
pyrethroids and the cheaper price of paraffinic oils.106 Moreover, certain respondents 
consider that the two families of products have  different technical characteristics and  
use. Paraffinic oils for virus control are specific to certain types of crops (such as 
seed potatoes and flower bulbs , which have requirements of being virus -free107).108 
This is in line with the Notifying Party’s arguments, who explains that, while insecticides have a lethal effect on the insects, paraffinic oils are used as a ph ysical 
barrier for insects, applied on the crops, and do not kill the virus nor insects.
109  
(84) Both the Notifying Party and some  respondents to the  market investigation consider 
that other alternatives to paraffinic oils such as vegetable oils are not credible 
alternatives. Vegetable oils seem to have lower efficacy than paraffinic oil110 and 
higher prices111 and paraffinic oils have characteristics that set them apart from 
vegetable oils, such as a specific chain length (a long carbon chain).112 Paraffi nic oils 
can be used with high dose rate use specifically against non -persistent virus in seed 
potatoes and flower bulbs.113 
                                                 
101  Responses to Q1 - Questionnaire to competitors, question 9(1); Responses to Q2 -  Questionnaire to 
customers, distributors’ organisations, far mers’ organisations, EU Industry Associations, and consultants, 
questions 24( 1) and 25; See Response to RFI to a supplier, of 11 January 2021.   See minutes of a call 
with a customer, of 2 February  2021; paragraph s 4 and 6.  
102  Responses to Q2 -  Questionnair e to distributors, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, questions 8(1) and 25.  
103 Responses to Q2  - Questionnaire to distributors, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, question 24(1).  
104  Responses to Q1 - Questionnaire to competitors, question 9(1); Responses to Q2 -  Questionnaire to 
customers, distributors’ organisations, farmers’ organisations, EU Industry Associations, and consultants, 
questions 24( 1) and 25.  
105  Responses to Q1 - Questionnaire to competitors, questions 9(1) and 24; Responses to Q2 -  Questionnaire 
to customers, distributors’ organisations, farmers’ organisations, EU Industry Associations, and 
consultants, question 25.  
106  Responses to Q1 -  Questionnaire to competitors, question 9(1).  
107  See Form CO, paragraph 106.  
108  Questionnaire to competitors, question 9(1); Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU Industry Associations, and consu ltants, question 10(1).  
109  See Form CO, paragraphs 104, 106 and 471.  
110  See Annex 306 to the Response to RFI17, Brice Dupuis, 2017, “Development of a crop management 
method to control the spread of Potato Virus Y (PVY)”, p. 127.  
111  See Response to RFI17, of 8 January 2021, para. 15.  
112  See Response to RFI to a supplier, of 11 January 2021, and Questionnaire to competitors, question 9(1).  
113  See Response to RFI to a supplier, of 11 January 2021, and Questionnaire to competitors, question 9(1).  
 
 
20 (85) Third , the results of the investigation indicate  that the  Parties  are fully autonomous 
in setting their own sales price .114 Further, an d as has been mentioned in paragraph  
(83) above, several respondents to the market investigation point at the lack of 
alternative products and supplie rs to turn to.115 
8.2.1.4. Conclusion   
(86) In light of  the above, particularly in view of the results of the market investigation , 
the Commission concludes that the Transa ction raises serious doubts as to its 
compati bility with the internal market in relation to the supply of paraffinic oils for 
virus control in (i) seed potatoes and (ii) flower bulbs in the Netherlands . 
8.2.2. Post-harvest PGRs for potatoes  
(87) The Parties’ activities in the EEA overlap in the area of PGRs for potatoes. Based on 
the Parties’ activities in 2020,  the Transaction gives rise to four affected markets for 
post-harvest potato PGRs: in Germany, Poland, Denmark and Sweden. In addition, 
the Transaction would lead to a loss of potential competition in the markets for post -
harvest potato PGRs  in Finland and Norway.116 
(88) The potato PGRs  market was dominated by the AI CIPC  until its EU -wide ban took 
effect in early 2020 . CIPC was traditionally used as an efficient preventive treatment  
with long -lasting residual action that required very few applications per storag e 
season.  Because the residual action of alternative products to CIPC is more limited , 
potato sprout suppression will now  require  several treatments, either with the same 
product  or by combining different products.  
8.2.2.1. Activities of the Parties  
(89) When the EU -wide ban on CIPC took effect in early 2020, both Belchim and Certis 
were the first suppliers to have started selling, or to be about to sell, alternative 
products in the markets under review. In those markets Belchim is selling 1,4 Sight, 
a product based on dimethylnaphtalene (‘DMN’) sourced from Dormfresh, while 
Certis is selling , or is about to sell , Biox -M,117 a product based on spearmint oil 
sourced from Xeda. Both Certis and Belchim also sold CIPC -based products in 
various EEA markets before the ban came i nto force.  
(90) The Parties offer both pre -harvest and post -harvest potato PGRs  in various EEA 
countries. In Germany and Poland, an overlap in post -harvest potato PGRs has 
existed  since 2019 and in Denmark and Sweden since 2020. In Finland and Norway , 
Belchim started selling  1,4 Sight  in 2020, while Certis ’ launch of Biox -M appears  to 
be forthcoming . At the time of notification, b oth Belchim and Certis expected to be 
                                                 
114  See minutes of a call with a supplier,  of 5 January 2021; paragraph 10;  See minutes of a call with another  
supplier, of 5 January 2021, paragraph  7.  
115  Responses to Q1 -  Questionnaire to competitors, question 9(1); Responses to Q2 -  Questionnaire to 
custo mers, distributors’ organisations, farmers’ organisations, EU Industry Associations, and consultants, 
questions 24(1) and 25.  
116  Before the ban on CIPC took effect, there was an affected market under a market definition covering both 
pre- and post -harvest products in Belgium, where t he Parties had a combined share of [60 -70]% in 2018. 
These estimates include sales of CIPC -based products  and are therefore not representative of the current 
or future market situation.  
117  In Denmark Certis sells the same spearm int oil product under the brand name Xedamint.  
 
 
21 able to sell their post -harvest potato PGRs in Finland and Norway [Parties’ 
confidential busine ss strategy ].. 
8.2.2.2. Notifying Party’s views  on aspects  common to the assessment of all  post-harvest 
potato PGRs  markets under review  
(91) The Notifying Party  raised a number of arguments that apply to all post -harvest 
potato PGRs  markets.  
(92) First, the Notifying Party  submit s that the Parties’  strong market position is a 
temporary  situation following the ban on CIPC , as alternative products will be 
imminentl y registered and commerciali sed. It contends  that several products are 
expected to replace CIPC, notably pre -harvest products based on maleic hydrazide 
and post-harvest products  based on ethylene , DMN (which Belchim distributes ), 
mint oil ( which Certis distributes) and orange oil.  
(93) Second, the Notifying Party  claim s that ethylene is an alternative product that may 
become the most popular potato sprout suppressant , at a treatment cost of EUR […]  
of potatoes . It contends  that it is a biological product on which there are no 
regulatory restrictions as regards the residu e level in the crop, which makes it 
suitable for use just before the potatoes are removed from the storage, unlike the 
other CIPC alternatives , and thus likely to win shares from the Parties’ products .  
(94) Third, t he Notifying Party  submit s that p roducts base d on mint oil are distant 
competitors to products based on DMN because they are applied post -harvest for the 
curative burning- off of sprouts, which must be renewed at each new sprouting , rather 
than to prevent sprouting  as is the case for DMN- based products . It also point s out 
that DMN increases  the dormancy of the potato by a few weeks and ha s basically no 
curative activity and , therefore , need s to be applied in a stringent regime to avoid 
breaking the dormancy stage . Moreover, it claim s that m int o il is expensive at a 
treatment cost of EUR […]  of potatoes , which would make it suitable only for use in 
a limited set of circumstances . DMN has instead a treatment cost of EUR […]  of 
potatoes. 
(95) Fourth, t he Notifying Party  argue s that Certis’ Biox -M distrib ution agreement 
[confidential third party agreement ]. It contends  that p ost-Transaction, it is likely 
that, if 1,4 Sight and Biox -M are considered as competing products, the distribution 
of both products would be reviewed and [confidential third party agreement] .. 
(96) Fifth, t he Notifying Party  contends  that high market shares do not necessarily 
indicate strong market power, as the Parties cannot act independently from buyers or suppliers at the risk of being set aside by suppliers (as the Parties are mostl y 
distributors of third- party products). It  submit s that d istribution agreements are in 
general for the  short term and the supplier may withdraw crop protection products 
from the Parties’ portfolio.  
(97) In that respect, the Notifying Party claims  that its products’ end -users’ choice is 
dictated by the buyers of potatoes, some of whom issue (binding) recommendations on the potato sprout suppressants to use or not to use.
  
 
 
22 8.2.2.3. Commission’s assessment  of the aspects  common to the assessment of all  post-
harvest potato PGRs  markets under review  
(98) First, the concentration would lead to very high market shares of the M erged  Entity 
in the affected and potentially affected markets for post -harvest potato PGRs. In each 
of those  markets, the Notifying Party  forecast s combined ma rket shares of at least 
[70-80]% for the 2021/2022 season:  Denmark ( [80-90]%), Finland ( [70-80]%), 
Germany ( [70-80]%, see paragraph  (126)  below ), Norway ([70- 80]%), P oland ( [80-
90]%, see paragraph (141)  below ) and Sweden ( [90-100]%). In each of the post -
harvest potato PGR markets  the Parties seem to compete, or to be about to compete, 
with not more than three  alternative suppliers . 
(99) In additio n to the products offered or about to be offered by the Parties  based on 
DMN and spearmint oil respectively , there are only two other types of post -harvest 
PGRs that are in the process of being rolled out in the EEA : products based on 
ethylene and orange o il. However, majorities of customers118 and competitors119 
responding to the market investigation are not aware of these, or any  other 
competing products being sold or about to be sold as potato sprout suppressants in 
the next three years in Europe.  
(100)  Only two customer s cited AIs other than spearmint oil and DMN: one cited orange 
oil and ethylene ,120 while another  mentioned that  it was aware of Smart Block,121 a 
product going through the regulatory process, but did not know whether it would be 
sold in the EU in the n ext three years.122 Only one competitor stated that it planned 
to enter in the affected markets in the next three years with one of the alternative AIs 
cited by the Notifying Party .123 
(101)  The Commission’s investigation did not reveal any potential entry by competing 
post-harvest potato PGRs based on AIs other than spearmint oil and DMN which 
could seem  timely, likely and sufficient to counteract any harmful effects of the 
merger in any of the affected markets.  
(102)  Second, t he Notifying Party ’s claim that ethylene  may become the most popular 
potato sprout suppressant is not supported by the Commission’s investigation.  
(103)  Several customers responding to the market investigation point out that ethylene is not recommended for certain applications such as processing into crisps or fries, due to discoloration issues ,
124 which is a disadvantage acknowledged by t he Notifying 
                                                 
118  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 16.  
119  Responses to Q1 -  Questionnaire to competitors, question 15.  
120  Responses to Q2  - Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 19(1).  
121  For completeness, the Parties submit that [Certis’ confidential future product strategy ].    
122  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 16(1).  
123  Responses to Q1 -  Questionnaire to competitors, question 18.  
124  Responses to Q 2 - Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 17(1).  
 
 
23 Party .125 A competitor commented: “ Ethylene is also a potato sprouts suppressant 
used in storage but is rarely used”.126 
(104)  Further, as recognised by the Notifyin g Party ,127 ethylene’s effectiveness depends on 
a precise timing of application at the start of the storage  and varies according to the 
potato variety.  This is confirmed by c omparative tests carried out by agronomic 
consultancy Inagro, which show that the lo ng-term efficacy of ethylene shows much 
greater variance depending on the potato variety compared to competing products.128 
The same tests indicated that ethylene had lower  average efficacy than competing 
products , with an average sprout length of around 4 mm in the month of June 
compared to around 3 mm for Biox -M and 1,4 Sight.   
(105)  In addition, the use of ethylene affects product quality, as it  has an aging effect on 
potatoes, which makes it less suitable for long -term storage. A supplier explained: 
“[…] ethylene is a poor product. It stops the growth of the sprouting but accelerates 
the ripening metabolism in potatoes. The result is an aged potato and a loss of 
starch (10%) – transformed into CO2 in storage.” .129 
(106)  Ethylene’s limited commercial prospects seem to be confirmed by market feedback . 
One market participant  commented that he  does not expect ethylene and products 
other than spearmint oil, DMN and orange oil to achieve market shares of more than 
10-20% in Germany.130 
(107)  As regards orange oil, several respondent s mention that the market authorisation of 
UPL’s product Argos is currently suspended in Germany.131 Market feedback 
indicates that Argos had its registration revoked in early December after a fire took 
place in a potato warehouse, which was in part attributed to the flammable nature of 
orange oil. A customer commented: “ Argos has a very low flash point and is 
therefore highly flammable when used”.132 A supplier explained that the volatile 
nature of orange oil is  also a disadvantage in terms of application : 
“Limonene/Orange oil: works on the same principle as mint oil. The problem is that 
it is much more volatile. It does not stay on the potato long enough, so it needs 
frequent reapplying: much more often than mint oil” .133 1,4 Sight , which is based on 
DMN, also had its  authorisation revoked after a  fire that took place at  around the 
same time , but this revocation was lifted  after two weeks subject to the requirement 
not to use fogging machines powered by combustion engines. A competitor 
comments that orange oil products may not be authorised in all regions134.135 It is at 
                                                 
125  Form CO, para 129.  
126  Responses to Q1 -  Questionnaire to competitors, question 16(1).  
127  Form CO, para 129.  
128  See Inagro presentation “Hoe aardappelen bewaren in 2020 zonder CIPC?” (How to store potatoes 
without CIPC in 2020?), 18 February 2020, slide 15, available at  https://www.pibo -campus.be/wp -
content/uploads/1 -Kiemremming -Tongeren -200218- PIBO_Kurt.pdf  (last accessed on 1 February 2021).  
129  See minutes  of a call  with a supplier,  of 5 January 2021; paragraph 21.  
130  See minutes  of a call  with a supplier,  of 5 January 2021; paragraph 17.  
131  Responses to Q1 -  Questionnaire to competitors, question 21.1; Questionnaire to customers, distributors’ 
organisations, farmers’ organisations, EU Industry Associations, and consultants, questions 15.1, 22.1.  
132  Responses to Q2 -  Questionnaire to customers, distributors’ o rganisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 17.1 (courtesy translation from German).  
133  See minutes  of a call  with a supplier,  of 5 January 2021; paragraph 22.  
134  Responses to Q1 -  Questionnaire to competitors,  question 18.1.  
135  See minutes with a supplier,  of 5 January 2021; paragraph 10.  
 
 
24 this stage unclear whether Argos could get its authorisation back in Germany and 
what the impact will be on the registration applications  pending in ot her countries.   
(108)  In addition, market feedback suggests that despite the off -patent status of the Parties’ 
AIs, barriers to entry are high for potential upstream producers of products based on the same AIs, in particular because the proper and safe application of such products requires ownership and knowledge of the use of dedicated machines which are IP -
protected.
136 
(109)  Third , with regar d to closeness of competition, the Parties and their products seem to 
be close competitors. A clear majority of customers137 and several  competitors138 
view Mitsui and Belchim as close to very close competitors in the markets for potato 
sprout suppressants in Germany, Poland, Denmark, Sweden, Norway and Finland.  
(110)  As regards closeness between  the Parties’ respective active ingredients, t he highest 
number of custome rs139 expressing an opinion view DMN, the AI used in Belchim’s 
product, as the best alternative for s pearmint oil, the AI used in Mitsui’s product, and 
a majority of customers140 consider orange oil as the best alternative for DMN, 
followed by spearmint oil. Only one customer considers ethylene to be a close 
competitor to either of the Parties’ products, na mely DMN.  A customer commented: 
“1,4 sight -  Argos -  Biox M are similar products ”.141 
(111)  A majority of competitors142 expressing an opinion consider orange oil as the best 
alternative for both spearmint oil and DMN. The other competitors chose DMN and 
spearmint oil respectively, with  no competitor selecting  ethylene as a close 
competitor to either of the Parties’ products.  
(112)  The Commission therefore considers it likely that i n countries where Argos, UPL’s 
orange oil product would not obtain, or would not recover , its market authorisation, 
the Parties’ products would be viewed as the only closely competing products.  
(113)  Beyond the fact that both Biox -M and 1,4 Sight seem to be use d mainly 
preventively, before sprouts develop, as discussed in paragraphs  (39) and (49), the 
Commission’s  investigation has indicated that there are other elements that suggest 
closeness between the Parties’ products.  
(114)  In the first place , the products seem to have treatment costs  which at least appear to 
be similar . Agronomic consultancy Inagro for instance estimates the treatment cost 
                                                 
136  See minutes of a call with a supplier,  of 5 January 2021; paragraph s 28 and 30.  
137  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organ isations, EU 
Industry Associations, and consultants, question 21.  
138  Responses to Q1 -  Questionnaire to competitors, question 20.  
139  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations , and consultants, question 17.  
140  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 18.  
141  Responses to Q2 -  Questionnaire to customers, distributors’ organisations, farmers’ organisations, EU 
Industry Associations, and consultants, question 20(1).  
142  Responses to Q1 -  Questionnaire to competitors, questions 16 and 17.  
 
 
25 of 1,4 Sight, including application, at EUR 18.5 to EUR 23.5 per tonne, compared to  
at EUR 19 to EUR 27 per tonne  for Biox -M.143  
(115)  Further , the effect of both products  is not permanent , but  is residual to a certain 
extent, which means that they both require limited repeat treatments, which are  
carried out  at similar intervals of several weeks. A 2020 newsletter  from the German 
NRW Chamber of Agriculture  for instance recommends application of 1,4 Sight 
every four to six weeks and application of Biox -M every four weeks.144 
(116)  In addition, the Parties’ products  have similar requirements in terms of application 
method and storage facility, which needs to be air -tight and equipped with an 
internal ventilation system. Agronomic consultancy Inagro  for instance  recommends 
similar fogging methods, warehouse closing times and internal ventilation intervals 
for both 1,4 Sight and Biox -M.145 
(117)  Finally , both have minimum recommended withhol ding times, i.e. periods during 
which the product should not be applied before the potatoes are removed from 
storage: the product labels recommend 12 days for Biox -M146 and 30 days for 1,4 
Sight147. 
(118)  By contrast,  the Commission’s  investigation has indicated that several elements 
point to a lack of closeness between the Parties’ products and ethylene in addition to 
the limitations on its use  due to its aging effect,  discoloration issues , and lower and 
varying efficacy depending on the potato variety , as mentioned in paragraphs  (102)  
to (106) .  
(119)  As acknowl edged by the Notifying Party148, ethylene requires an insulated storage 
facility,  has a much lower price point, is not subject to any  withholding time and has 
hardly any residual action, which means that it has to be applied constantly as sprouts can develop as soon as treatment is stopped. This makes ethylene unsuitable 
for fresh consumption potatoes sold to food retail , as explained by a supplier: “[…] 
products based on ethylene (such as Restrain) have only short -term activity. […] 
Potatoes need to be sold quickly after ethylene products are removed, which makes ethylene less suitable for fresh potatoes sold to food retail for instance ”.
149 This is 
also why ethylene is used mainly  for seed potatoes150, as referenced by the leading  
                                                 
143  See Inagro presentation  “Hoe aardappelen bewaren in 2020 zonder CIPC?” (How to store potatoes 
without CIPC in 2020?), 18 February 2020, slide 44, available at  https://www.pibo -campus.be/wp -
content/uploads/1 -Kiemremming -Tongeren -200218- PIBO_Kurt.pdf  (last accessed on 1 February 2 021) 
144  See NRW Chamber of Agriculture  newsletter on plant protection  Nr. 31  of 18 September 2020, available 
at 
https://www.isip.de/isip/servlet/resource/blob/317742/69051414655595055b522afb52bcc3c6/warndienst -
nrw-2020---31-- data.pdf  (last accessed on 1 February 2020) . 
145  See Inagro presentation “Hoe aardappelen bewaren in 2020 zonder CIPC?” (How to store potatoes 
without CIPC in 2020?), 18 February 2020, slides 22- 23, available at  https://www.pibo -campus.be/wp -
content/uploads/1 -Kiemremming -Tongeren -200218 -PIBO_Kurt.pdf  (last accessed on 1 February 2021)  
146  Annex 288 to the Form CO, Biox -M label Denmark –  English version.  
147  Annex 293 to the Form CO, 1,4Sight label Germany.  
148  Form CO, para 129.  
149  See minutes  of a call  with a supplier,  of 5 January 2021; paragraph 4.  
150  In 2018 seed potatoes accounted for 25.2% of the total value of intra -EU trade in potatoes. (Source  : The 
EU potato sector: statistics on production & trade , available at https://europatat.eu/activities/the -eu-
potato -sector/ (last accessed on 8 February 2021) . 
 
 
26 Belgian  farming trade journal  Landbouwleven151, or even exclusively  for seed 
potatoes in certain countries : an internal document from Belchim subsidiary  Nordisk 
Alkali document notes that in Norway the ethylene product Restrain is sold for use 
only on seed potatoes152.  
(120)  Fourth, as regards the Notifying Party ’s claim that the M erged Entity may have to 
give up one overlapping product under non -compete clauses in the distribution 
contracts, the Commission has not received evidence from the Notifying Party  or 
feedback from  the market to suggest that the Parties would indeed have to drop an 
overlapping product .. 
(121)  Fifth , as regards the Notifying Party ’s claim that the Parties  cannot act independently 
from suppliers and customers, market feedback has indicated that the Parties are 
fully au tonomous in setting their own sales prices and that agreements are typically 
concluded for the medium term. 153 
(122)  As regards the Notifying Party ’s claim that potato PGR  markets are driven by 
prescriptions issued by  the buyers of potatoes, suggesting that the T ransaction 
therefore could not reduce competition in markets  that are not contestable , while it 
has provided some evidence of such PGR prescriptions by potato customers, it has  
not provided the Commission with evidence to indicate that potato PGR markets are predominantly prescription- driven.  
(123)  Indeed,  the end market for potatoes is only partly, and not entirely, made up of  
industrial buyers who issue recommendations to potato suppliers on the potato PGRs  
to use or not to use . Moreover, these PGR recommenda tions by end customers also 
depend on product characteristics  over which the distributors  of PGRs have  a degree 
of control , such as price.  
(124) The Commission  therefore consider s that the markets for the supply of potato PGRs 
are contestable and that competition on those markets can be reduced by the 
Transaction . 
8.2.2.4. Competitive assessment of post -harvest potato PGRs  by national market  
(A) Germany   
(125)  In Germany, Certis has sold its Biox -M product since 2018 and Belchim its 1,4 Sight 
product since 2019, while both Belchim and Certis used to sell CIPC -based products 
until 2019.  
(126)  The Notifying Party ’s forecast for the ir 2021/2022 season combined market shares 
for post -harvest potato PGRs in Germany  is [70- 80]%. 
                                                 
151  See Landbouwleven article “ Tijd om alternatieven CIPC correct in te zetten ” (Time to apply CIPC 
alternatives correctly), available at https://www.landbouwleven.be/art/d -20200212 -3YUT1C  (last 
accessed on 1 Februar y 2021).  
152  Annexes  287 and 302  to the Form CO . 
153  See minutes  of a call  with a supplier,  of 5 January 2021; paragraph 18; See minutes  of a call  with a 
supplier,  of 5 January 2021; paragraph 11.  

 
 
28 (A.ii) Commission’s  assessment  
(132)  Certain aspects of the competitive assessment apply across all of the national 
markets for post -harvest potato PGRs under review in general, as explained in 
Section 8.2.2.3. Those aspects apply fully to the German  market  and therefore argue 
in favour of raising serious doubts for Germany . The remainder of this section will 
only set out arguments specific to Germany , which apply in addition to those cross -
cutting aspects already set out in S ection 8.2.2.3.  
(133)  Several customers  replying  to the market investigation commented that the M erged  
Entity will have a very strong or even dominant position in post -harvest  potato PGRs 
in Germany.155 A German customer remarked : “From our point of view, the 
companies alr eady have a high market strength in the field of post -harvest sprout 
inhibitors, which could be strengthened by the transaction.”156 
(134)  A German customer estimated that “ in 2020, 1.4 Sight would have a market share of 
around 80% and Biox -M much of the remaining 20%”.157 A supplier estimated th at 
the Parties’ post -CIPC market share in Germany would reach at least 60 -70%, and 
80-90% if Argos does not get its registration back.158  
(135)  With regard to the  Notifying Party ’s claim  that the introduction of ethylene -based 
products is imminent in Germany and that these products are expected to take a fair share of the market , as discussed in paragraphs (102)  to (106) , the Commission’s 
investigation has indicated that the commercial prospects of ethylene are limited as it is unsuitable for certain applications such as processing into crisps , and has an aging 
effect on potatoes.  
(136)  As regards orange oil , as mentioned in paragraph (107) , UPL’s product Argos 
recently had its registration withdrawn  in Germany  and it  is uncertain  whether Argos 
could get its authorisation back.  
(137)  As regards the emergency authorisation of CIPC reque sted for French fries in 
Germany in the autumn of 2020, the Commission notes that the Article 53 procedure 
provides only  for a temporary exemption of four months . 
(138)  When asked about the impact of the Transaction on the post -harvest potato PGR 
markets, a majo rity of customers
159 expressing an opinion have a neutral view, 
whereas a majority of competitors160 expressing an opinion expects price increases 
in the German market .  
                                                 
155  Responses to Q2 – Questionnaire to distributors, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants questions 45(1) , 46(1).  
156  Responses to Q2 –  Questionnaire to distributors’ organisations, farmers’ organisations, EU Industry 
Associations and consultants , question 46(1).  
157  See minutes  of a call  with a distributor,  of 25 February  2021; paragraph 14.  
158  See minutes  of a call  with a supplier,  of 5 January 2021; paragraph 17.  
159  Responses to Q2 –  Questionnaire to distributors’ organisations, farmers’ organisations, EU Industry 
Associations and consultants , question 46.  
160  Responses to Q1 –  Questionnaire to competitors, qu estion 45.  

 
 
30 that it would inevitably exercise a constraint on the Parties’ products as soon as it 
enters the market . 
(B.ii) Commission’s  assessment  
(146)  Certain aspects of the competitive assessment apply across all of the national 
markets for post -harvest potato PGRs under review in general, as explained in 
Section 8.2.2.3. Those aspects apply fully to the Polish  market and therefore argue in 
favour of raising serious doubts for Poland. The argument s specific to Poland set out 
below applies  in addition to those cross -cutting aspects already set out in 
Section 8.2.2.3. 
(147)  With regard to the  Notifying Party ’s claim  that the introduction of ethylene -based 
products is imminent in Poland and that these products are expected to take a fair 
share of the market , as discussed in paragraphs (102)  to (106) , the Commission’ s 
investigation has indicated that the commercial prospects of ethylene are limited as it is unsuitable for certain applications such as processing into crisps and has an aging effect on potatoes.  
(148)  As regards orange oil , as mentioned in paragraph (107) , UPL’s product Argos 
recently had its registration withdrawn  in Germany  and it  is uncertain  what the 
impact will be on the registration application pending in P oland. 
(149)  In the Commission’s market investigation, w hen asked about the impact of the 
Transaction on the post -harvest potato PGR markets, a majority of customers
161 
expressing an opinion have a neutral view, whereas several  competitors162 
expressing an opinion e xpect price increases in the Polish  market . A Polish customer 
stated  with regard to the M erged Entity: “In Poland, it will be practically the only 
entity offering anti- sprouting agents , as a monopolist operating in the market ”.163 
(B.iii)  Conclusion   
(150)  On balance and in light of the evidence available to it, the Commission concludes that in the market for post -harvest potato PGRs in Poland, the Transaction raises 
serious doubts as to its compatibility with the internal market due to horizontal non-coordi nated effects in particular because  (i) the Parties would be the main, if not the 
only, suppliers of such products ; (ii) the fact that they would face limited 
competition in the foreseeable future ; (iii) the existence of significant barriers to 
entry , and (iv) the closeness of competition between the Parties’  products . 
(C) Denmark  
(151)  In Denmark , Certis launched its spearmint oil product under the brand name 
Xedamint in 2019, while Belchim launched its 1,4 Sight product in 2020. Certis had 
previously been present w ith CIPC -based products in Denmark until 2019. 
                                                 
161  Responses to Q2 –  Questionnaire to distributors’ organisations, farmers’ organisations, EU Industry 
Associations and consultants , question 46.  
162  Responses to Q1 –  Questionnaire to com petitors, question 45.  
163  Responses to Q2 –  Questionnaire to distributors’ organisations, farmers’ organisations, EU Industry 
Associations and consultants , question 46(1).  

 
 
32 (160)  The Notifying Party ’s claim that their estimates can be considered as maximum 
market shares, which are expected to decline following entry of other products on 
the market, seems to be contradicted by an internal  document from  Belchim’s 
subsidiary Nordisk Alkali .164 This document  shows forecasts of combined market 
shares of [90- 100]% for the Parties in each of the Nordic post -harvest markets for 
the 2021/2022 season , including in Denmark . 
(161)  In relation to the Notifying Party ’s claim that ethylene -based product Restrain could 
capture a major part of the market for end uses other than potato crisps  in the 
Nordics , the Commission’s investigation has indicated that ethylene is also less 
suitable for fresh potatoes sold to the retail channel, as explained in paragraph (119) . 
(162) As regards  the Notifying Party ’s claim that the T ransaction would not affect the 
current/pre -merger competitive landscape in the Nordics, including Denmark, as 
Nordi sk Alkali would in any event be the distributor of these products, the Commission 
considers that the T ransaction does affect the current competitive landscape, as it brings 
the Parties together upstream and brings Nordisk Alkali under the same M erged E ntity.    
(163)  As for the impact of the Transaction on the post -harvest potato PGR markets  in the 
Nordic countries , including Denmark , the results of the market investigation were 
inconclusive.165 Respondents do not yet seem to be aware of the Parties ’ recent  
overlapping offer  of potato PGRs  in Denmark . 
(C.iii)  Conclusion   
(164)  On balance and in light of the evidence available to it, the Commission concludes 
that in the markets for post -harvest potato PGRs in Denmark, the Transaction raises 
serious doubts as to its compatibil ity with the internal market due to horizontal non-
coordinated effects , in particular because  (i) the Parties would be the main, if not the 
only, suppliers of such products ; (ii) the fact that they would face limited 
competition in the foreseeable future ; (iii) the existence of significant barriers to 
entry, and (iv) the closeness of competition between the Parties’  products . 
(D) Sweden  
(165)  In Sweden , Certis has been selling its Biox -M product and Belchim its 1,4 Sight 
product since 2020. Certis had previously been present with CIPC -based products in 
Sweden until 2019. 
(166)  The Notifying Party submits  that it is not in a position to provide detailed market 
shares as for Germany and Poland because the Parties’  products have not yet been 
commercialised or only very recentl y.  
                                                 
164  Annex 255 to the Form CO . 
165  Responses to Q2 –  Questionnaire to distributor s’ organisations, farmers’ organisations, EU Industry 
Associations and consultants , question 46.  



 
 
36 (F.iii)  Conclusion   
(182)  On balance and in light of the evidence available to it, the Commission concludes 
that in the market  for post-harvest potato PGRs in Norway , the Transaction raises 
serious doubts as to its compatibility with the functioning of the EEA Agreement due to horizontal non- coordinated effects , in particular because (i) the Parties would 
be the main, if not the only, suppliers of such products ; (ii) the fact that they would 
face limited competition in the foreseeable future ; (iii) the existence of significant 
barriers to entry, and (iv) the closeness of competition between the Parties’  products . 
8.3. Markets in which serious doubts do not arise  
8.3.1. Fungicides  
(183)  The Transaction gives rise to six affected markets in fungicides, notably: (i) vine 
fungicides for downy mildew in Austria and in Germany and (ii) potato fungicides 
for late blight in Belgium, German y, the Netherlands and the United Kingdom.  
8.3.1.1. Vine Fungicides for downy mildew in Austria  
(184)  In Austria, Certis distributes Cuprozin and Funguran (both copper hydroxide based), 
which are developed and manufactured by Spiess -Urania, one of Mitsui’s 
subsidiaries . Belchim, on its end, distributes three third -party products, Mildicut 
(cyazofamid  and disodium -phosphonate  based), Videryo F ( cyazofamid  and folpet  
based) and Alleato -Duo ( fosetyl  and folpet  based).
 167 
(185)  In 2019, the Parties held an estimated combined market  share of [30- 40]% (Certis 
[20-30]% and Belchim [10- 20]%). Post -Transaction, the Merged Entity would face 
competition from strong market players such as BASF (which holds a position similar to Certis with [20 -30]%), Kwizda Agro  (which holds a [10- 20]% shar e), as 
well as other well -established suppliers also present in this market such as Bayer, 
ADAMA, Nufarm and Syngenta.
168 
(186)  In the market investigation, a majority of respondents that expressed a view indicated that they do not consider the Parties to be close  competitors nor do they 
expect the proposed Transaction to have an effect on prices. Moreover, no stakeholder has raised substantiated concerns.
169  
(187)  In light of the above, particularly in view of the results of the market investigation , 
the Commission concl udes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the supply of 
vine fungicides for downy mildew in Austria.  
8.3.1.2. Vine Fungicides for downy mildew in Germany  
(188)  Similarly to Austria, in  Germany, Certis distributes Cuprozin and Funguran (both 
copper hydroxide based), whereas Belchim distributes three third -party products, 
                                                 
167  Form CO, para graphs  297, 298 and 299 and Annex 13.  
168  Form CO, Table 1 and Annex 112.  
169  Responses to Q1 - Questionnaire to c ompetitors, questions  36, 36.1, 37 and 37(1) ; Q2 –  Questi onnaire to 
distributors, distributors’ organisations, farmers’ organisations, EU Industry Associations and consultants, 
question s 37, 37( 1), 38 and 38 (1). 
 
 
37 Mildicut ( cyazofamid  and disodium -phosphonate  based), Videryo F ( cyazofamid  
and folpet  based) and  Airone  (copper hydroxide and oxychloride  based).170 
(189)  In 2019, the Parties held an estimated combined market share of [20- 30]% (Certis 
[10-20]% and Belchim [10- 20]%). Post -Transaction, the Parties would face strong 
competition from Adama (with a market share of [30- 40]%), the market leader , as 
well as from other well- established suppliers such as BASF (with a [20- 30]% market 
share), Bayer (with a [10- 20]% market share) and Syngenta.171 
(190)  In the market investigation, a majority of respondents that expressed a view 
indicat ed that they do not consider the Parties to be close competitors  nor do they  
expect the proposed Transaction to have an effect on prices. Moreover, no stakeholder has raised substantiated concerns.
172  
(191)  In light of the above, particularly in view of the resul ts of the market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the supply of 
vine fungicides for downy mildew in Germany.  
8.3.1.3. Potato fungicide s for late blight in Belgium  
(192)  In Belgium, Certis distributes two third -party products, Valbon (benthiavalicarb  and 
mancozeb  based) and Versilius ( benthiavalicarb  based), whereas Belchim distributes 
a mix of own and third- party products. Belchim sells their own formulated products: 
Cymbal, Cymopur and Danso (all cymoxanil based); Profilux, Ebrimax, Moximate and Cymozeb (all mancozeb and cymoxanil  based); and Valis M and Emendo M 
(both valifenalate and mancozeb based). In addition, Belchim also sells  the follo wing 
third -party products: Kunshi ( fluazinam and cymoxanil); Proxanil and Axidor (both 
propamocarb and cymoxanil based); Ranman Top (cyazofamid based) ; Unikat Pro 
(mancozeb and zoxamide based); Shirlan Gold (fluazinam based); Grifon (copper hydroxide oxychloride based); and Dithane (m ancozeb  based).
173 
(193)  In 2018, the most recent year for which market shares are available,  the Parties held 
an estimated combined market share of [20- 30]% (Certis [5 -10]% and Belchim [20-
30]%). In 2018,  Corteva  was the market leader (with a [20- 30]% market share) and 
the Parties faced further competition from other strong players such as BASF, Bayer and Syngenta.
174  
(194)  Due to the ban on mancozeb175 and in light of the regulatory pressure [ Certis’ 
confidential future p roduct strategy]176 cyazofamid177, the Parties expect their share 
                                                 
170  Form CO, para graphs  297, 298 and 299 and Annex 13.  
171  Form CO, Table 1 and Annex 112.  
172  Responses to Q1 - Questionnaire to c ompetitors, questions  36, 36(1), 37 and 37(1) ; Q2 –  Questionnaire to 
distributors, distributors’ organisations, farmers’ organisations, EU Industry Associations and consultants, 
question s 37, 37( 1), 38 and 38 (1). 
173  Form CO, para s. 302 and 303 and Annex 13.  
174  Form CO, Table 3 and Annex 113.  
175  Commission Implementing Regulation (EU) 2020/2087 of 14 December 2020 concerning the non -renewal 
of the approval of the active substance mancozeb. A grace period of six months for the sale a nd 
distribution and then six months for the use has been granted. Distributors will no longer be authorized to 
 
 
 
38 to decrease going forward. In particular, Certis’ most sold product, Valbon, will soon 
exit the market ( [Certis ’ confidential future product strategy]] )178 and [Certis’ 
confidential future product  strategy]179. Belchim, on its end, faces the incertitude 
related to the renewal of the marketing authorisation for Ranman Top’s AI, cyazofamid.
180 [Belchim ’s confidential information relating to third parties’ 
agreements] .181 
(195)  Although the Notifying Party is looking for alternatives to compensate for the loss of Valbon and the regulatory pressure on other products, [ Certis’ confidential future 
product strategy ].
182 In addition , the Notifying Party  also expect s that Corteva will 
continue aggressively compet ing on this market with its new product  Zorvec 
(oxathiapiprolin  based ).183  
(196)  In the market investigation, a majority of respondents that expressed a view indicated that they do not consider the Parties to be close competitors. The ma jority 
of competitors that expressed a view also do not expect the proposed Transaction to have an effect on prices. The Parties’ customers did not express a view on the impact of the Transaction on prices. Moreover no stakeholder has raised substantiated concerns.
184  
(197)  In light of the above, particularly in view of the results of the market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the sup ply of 
potato fungicides for late blight in Belgium.  
8.3.1.4. Potato fungicides for late blight in Germany  
(198)  In Germany, Certis distributes several third -party products: Valbon (benthiavalicarb  
and m ancozeb  based) , Cuprozin, Funguran (both copper hydroxide  based) , and 
Dithane  (mancozeb based) ; while Belchim distributes a mix of own and third- party 
products. Belchim sells its own formulated product Cymbal Flow (cymoxanil based). It also sells the following third -party products:  Proxanil Extra  (propamocarb and 
cymoxan il based ), Ranman Top (cyazofamid based) , Shirlan Gold (fluazinam 
                                                                                                                                                      
sell mancozeb -based products from 4 July 2021 onwards –  Notifying Party’s response to RFI 14, question 
1. 
176  The approval at the EU level of b enthiavalicar b is expiring on 30 July 2021.  
177  The EU approval period for c yazofamid has been extended by the Commission until 31 July 2021 . 
However in 2019 the Commission circulated a draft proposal for non -renewal of cyazofamid, due to 
unacceptable risk to  non-target arthropods. This draft proposal was followed by a EFSA review that 
indicates that the risk assessment for non- target arthropods is no longer a critical area of concern, but an 
open point (data gap) for outdoor uses remains: Form CO, paragraphs 331 and 332.  
178  Form CO, paragraph 316 and Annexes 65, 66 and 67.  
179  Form CO, paragraph 317.  
180  Form CO, paragraph 328.  
181  Form CO, paragraph 334.  
182  Form CO paragraph 327 and Notifying Party’s response to RFI 14, question 2.  
183  Form CO, paragraphs 225 and 314.  
184  Responses to Q1 - Questionnaire to c ompetitors, questions  36, 36.1, 37 and 37.1; Q2 –  Questionnaire to 
distributors, distributors’ organisations, farmers’ organisations, EU Industry Associations and consultants, 
question s 37, 37( 1), 38 and 38 (1). 
 
 
39 based) , Winby  (fluazinam ), Ranman Top + Proxanil Pack, Valis M  (valifenalate and 
mancozeb based ), Epok (fluazinam and m etalaxyl -M based).185 
(199)  In 2019, the Parties held an estimated combined mar ket share of [20- 30]% (Certis 
[5-10]% and Belchim [10- 20]%). They face competition from strong market players 
such as Syngenta (the market leader with a [30- 40]% share), Bayer ( [10-20]%), and 
Corteva ( [10-20]%) in addition to other well -established players  such as UPL, 
ADAMA and BASF.186 
(200)  Similarly to Belgium, [ Certis’ confidential future product strategy ]. To compensate 
for the loss of Valbon, and despite the incertitude related to its marketing 
authorization renewal, [ Certis’ confidential future product strategy ]. Certis will 
however face strong competition from Corteva that sells Versilus in a pack with its 
new product Z orvec.187 Similarly to Belgium, Ranman Top distributed by Belchim is 
facing the incertitude of not having the respective marketing authori sation renewed. 
[Certis’ confidential future product strategy ]188 Going forward the Parties’ overlap is 
therefore likely to diminish.  
(201)  In the market investigation, the majority of respondents that expressed a view indicated that they do not consider the Parti es to be close competitors. Whereas the 
few competitors who expressed a view were spl it as to impact of the Transaction on 
prices, the vast majority of the other respondents do not consider that the prices will 
change due to the Transaction. Moreover, no s takeholder has raised substantiated 
concerns.
189  
(202)  In light of the above, particularly in view of the results of the market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the in ternal market in relation to the supply of 
potato fungicides for late blight in Germany.  
8.3.1.5. Potato fungicides for late blight in the Netherlands  
(203)  In the Netherlands, Certis distributes two third -party products, Valbon 
(benthiavalicarb  and m ancozeb  based) and V ersilius ( benthiavalicarb  based) ; while 
Belchim distributes a mix of own and third -party products. Belchim sells its own 
formulated products Cymbal and Cymbal Flow  (both cymoxanil based). In addition, 
Belchim sells the following third -party products:  Kunshi  (fluazinam and cymoxanil  
based ); Proxanil  (propamocarb and cymoxanil based);  Ranman Top (cyazofamid 
based ); Dithane, P hytane, Milcozeb (all m ancozeb  based);  Profilux  (mancozeb and  
cymoxanil  based) , Unikat Pro (mancozeb and zoxamide based).190 
(204)  In 2018, the most recent year for which shares are available, the Parties held an estimated combined market share of [30- 40]% (Certis [10- 20]% and Belchim [20-
                                                 
185  Form CO, para graphs  302 and 303 and Annex 13.  
186  Form CO, Table 3 and Annex 113.  
187  Form CO, paragraphs 321 and 325.  
188  Form CO, paragraph 327.  
189  Responses to Q1 - Questionnaire to c ompetitors, questions  36, 36(1), 37 and 37(1) ; Q2 –  Questionnaire to 
distributors, distributors’ organisations, farmers’ organisations, EU Industry Associations and consultants, 
question s 37, 37( 1), 38 and 38 (1). 
190  Form CO, para s. 302 and 303 and Annex 13.  
 
 
40 30]%). In 2018, the second  position in this market was disputed between Bayer and 
Syngenta (each with a market share just above [10- 20]%); Corteva followed very 
closely (with a market share of almost [10- 20]%). For 2019, based on a smaller data 
set, the Parties have calculated an increase of both their market shares (Certis [20-
30]% and Belchim [20- 30]%), totalling a combined market share of [40- 50]%. The 
Parties were not able to estimate their competitors’ market shares.191  
(205)  Going forward, the Parties however expect a decrease in sales due to the ban on mancozeb and the incertitude surrounding the renew al of the marketing authorization 
for [Certis’ confidential information on product registration]
 cyazofamid. [Certis’ 
confidential information on product registration] . [Certis’ confidential information 
relating to third parties’ agreements] .192 On its end, [ Belchim ’s confidential 
information relating to third parties’ agreements] [Belchim’s confidential information on product registration] . 
(206)  In the market investigation, the majority of respondents, that expressed a view, indicated that they do not consider the Parties to be close competitors. The only two 
competitors that expressed a view considered that the prices may increase due to the proposed Transaction, whereas the vast majority of the other respondents indicated that they do not consider t hat the prices will change due to the Transaction. 
Moreover, no stakeholder has raised substantiated concerns.
193  
(207)  In light of the above, particularly in view of the results of the market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the supply of 
potato fungicides for late blight in the Netherlands. 
8.3.1.6. Potato fungicides for late blight in the United Kingdom  
(208)  In the United Kingdom, Certis distribu tes Valbon (benthiavalicarb  and m ancozeb  
based), Versilius ( benthiavalicarb  based) and Cuprokylt  (copper hydroxide  based); 
while Belchim distributes a mix of its own and third -party products. Belchim sells its 
own formulated products Cymbal and Drum (both cymoxanil based). In addition, 
Belchim sells the following third -party products: Kunshi ( fluazinam and cymoxanil  
based ); Ranman Top  (cyazofamid based ); Profilux  and Cymax,  (both mancozeb and  
cymoxanil  based);  Cymozeb  (mancozeb and  cymoxanil  based); and  Shirlan Gold  
(fluazinam based).194 
(209)  In 2019, the Parties held an estimated combined market share of [20- 30]% (Certis 
[0-5]% and Belchim [20- 30]%). In 2019, the Parties faced strong competition from 
Corteva (which was the market leader with a [20- 30]% market s hare), Syngenta 
([10-20]%), Bayer ([10- 20]%), as well as from other well -established players such as 
                                                 
191  Form CO, Table 3 and Annex 113.  
192  Notifying Party’s response to RFI 14, question 2.  
193  Responses to Q1  - Questionnaire to c ompetitors, questions  36, 36(1), 37 and 37(1) ; Q2 –  Questionnaire to 
distributors, distributors’ organisations, farmers’ organisations, EU Industry Associations and consultants, 
question s 37, 37( 1), 38 and 38 (1). 
194  Form CO, para s. 302 and 303 and Annex 13.  
 
 
41 BASF and UPL (both bigger shares than Certis).195 Also in the UK, Certis’ main 
product Valbon will exit the market.  
(210)  In the market investigation, the majorit y of respondents, that expressed a view, 
indicated that they do not consider the Parties to be close competitors, nor do they  
expect that the proposed Transaction will have an effect on prices. Moreover, no 
stakeholder has raised substantiated concerns.196  
(211)  In light of the above, particularly in view of the results of the market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the supply of 
potat o fungicides for late blight in the United Kingdom.  
8.3.2. Cross spectrum – pre emergence - herbicides for vegetable crops in the Netherlands  
(212)  The Parties are both active in the supply of cross spectrum – pre emergence -  
herbicides for vegetable crops in the Nethe rlands. Certis distributes two products 
from third  parties, namely Bonanlan and Certis Chloor . Belchim sells its own 
formulated product, Lentagran, and a third- party product named Kerb Flo.197 
(213)  In 2018, the most recent year for which data  are available, the P arties had a 
combined estimated market share of [40- 50]% (Certis [10-20]% and Belchim [20-
30]%). The Notifying Party  however argue s that Certis’ share is likely to decrease 
due to the ban on CIPC -based products, which directly affects the sale of Certis 
Chloor . Indeed, this product, which was Certis’ stronger product has i n the meantime 
exited the market.198 Despite their combined significant position, the Parties face 
competition from a strong vertically integrated player, Bayer, which led the market in 2018 (with a [30- 40]% market share), and from other important players, such as 
BASF  ([5-10]%) and Kwizda Agro  (5-10]%).
199  
(214)  In the market investigation , the majority of respondents that expressed a view 
consider that the prices are not likely to change due to the Transaction.200 Moreover, 
no stakeholder has raised substantiated concerns.  
(215)  In light of above, particularly in view of the results of the market investigation , the 
Commission concludes that the proposed Transaction does not raise serious doubts 
as to its  compati bility with the internal market in relation to the supply of cross 
spectrum – pre emergence - herbicides for vegetable crops in the Netherlands.  
                                                 
195  Form CO, Table 3 and Annex 113.  
196  Responses to Q1 - Questionnaire to c ompetitors, questions  36, 36(1), 37 and 37(1) ; Q2 –  Questionnaire to 
distributors, distrib utors’ organisations, farmers’ organisations, EU Industry Associations and consultants, 
question s 37, 37( 1), 38 and 38 (1). 
197  Form CO paragraphs 348 and 349; and Annex 13.  
198  For all crops, the sales of Chloor were roughly the double of the sales of Bonanl an. Would this hold for 
the vegetable crops, Certis share would drop two thirds, resulting in a combined market share of [30- 40]% 
instead of [40- 50]%.  
199  Form CO Table 4 and Annex 116.  
200  Responses to Q1 – Questionnaire to competitors, question 27; and Q2 –  Questionnaire to distributors, 
distributors and farmer organisations, and consultants, question 28.  
 
 
42 8.3.3. Potato desiccants in the Netherlands  
(216)  In th e Dutch potato dessicants market , Certis supplies a third -party product 
Quickdown (based on pyraflufen -ethyl), whereas Belchim supplies its own product 
Beloukha . 
(217)  According to the Notifying Party , since the ban on diquat, Belchim no longer 
distributes potato desiccants. In the Notifying Party ’s view, the product Beloukha 
owned and distributed by Belchim is not a potato desiccant. The Notifying Party  
therefore claim s that the proposed Transaction does not give raise to an overlap in 
any potato desiccant market. Alternatively, the Notifying Party  submit s that if 
Beloukha were to be considered a potato desiccant, it would not be a close 
competitor to the synthetic products, in particular to Certis’  Quickdown (based on 
pyraflufen -ethyl ) and the increment brought by the Transaction would be 
negligible.201 
(218)  The Notifying Party  submitted that Beloukha is  a bio -based herbicide mad e up 
predominantly of p elargonic acid . Beloukha can be applied in a wide variety of 
plants and is registered and promoted as a broad- spectrum herbicide .202 In particular, 
as the Notifying Party  acknowledged, Beloukha has been registered and, at least 
initially, promoted, as a potato desiccant in the Netherlands.  
(219)  The Notifying Party  however argues  that due to its lesser efficacy and higher price, 
Beloukha cannot be considered an alternative to the synthetic desiccants (based on pyraflufen -ethyl and carfentrazone- ethyl ) currently available on the market. 
Beloukha  would insufficiently attack the vast potato haulm and requires combination 
with mechanical solutions to be effective  (it is better suited  for smaller weeds). 
Moreover, to be effective , a higher dosage of the product is recommended  per 
hectare (ha) and the price of the litter per ha is higher than the synthetic products.
203  
(220)  The Commission tested the Notifying Party ’s arguments in the market investigation. 
All competitors , that expressed a view , consider ed that Beloukha is used as a potato 
desiccant in particular in the so -called “potato countries”. Some of them have 
however confirmed the claims of lesser efficiency an d higher costs.204 These two 
factors have also been ra ised by customers (and other respondents ), which are split 
as regards the use of Beloukha as a potato desiccant.205 Overall, a majority of all 
respondents that expressed a view consider that Beloukha is use d as a potato 
desiccant.  
(221)  Based on these results and on the fact that Beloukha has been registered, marketed and sold as a potato desiccant , the Commission considers that this product belongs to 
the potato desiccant market and has therefore assessed the ov erlap that the proposed 
Transaction raises in the potato desiccant market in the Netherlands.   
                                                 
201  Form CO paragraphs 184 and 401.  
202  Form CO, paragraph 172.  
203  Form CO, paragraphs 173, 174 and 180.  
204  Responses to Q1 –  Questionnaire to competitors, questions 28 and 28( 1)  
205  Responses to Q2 – Questionnaire to distributors, distributors’ organisations, farmers’ organisations, EU 
Industry Associations and consultants, questions 29 and 29( 1). 
 
 
43 (222)  Until the summer of 2019, Belchim also supplied Roquat (based on 
diquatdibromide), which has exit ed the market due to the ban on diquat.206 Belchim 
also used to supply FMC’s Spotlight Plus ( based on carfentrazone -ethyl) until the 
end of 2018.207 For these reasons, Belchim’s market shares in 2018 ( [30-40]%) and 
in 2019 ( [10-20]%) do not reflect Belchim’s position today. In fact, for 2020, the 
Notifying Party  has estimated that with only one product (Beloukha), Belchim would 
have a market share below [ 0-5]%.208 
(223)  On the other hand, Certis seems to have benefited and continues to benefit from the ban on diquat. It increased its market share from 2018 ( [10-20]%) to 2019 ([20-
30]%) and the Notifying Party  forecast s a [30-40]% - [50-60]% market share in 
2020.
209 Notwithstanding the significant position of Certis, the increment brought by 
Belchim with its product Beloukha is not material.  
(224)  In addition, in this market, the M erged Entity would still face competition from 
FMC which owns and currently distributes Spotlight Plus, the other most known and used potato desiccant. The Parties estimate that FMC had a market share in 2020 
between [40- 50]% 
– [60-70]%.210  
(225)  A majority of respo ndents to the market investigation that expressed a view 
indicated that Certis and Belchim do not compete closely in the potato desiccants market in the Netherlands. Moreover, some competitors consider that Belchim’s Beloukha has a more limited use and per formance than  pyraflufen -ethyl  based 
products, such as Certis’ Quickdown.
211 Several customers point ed out that 
Beloukha is more expensive and less effective than the available alternatives and is used more in organic farming than in conventional agriculture .  
(226)  In addition a majority of respondents that expressed a view consider that the prices will not change due to the Transaction. In addition, no stakeholder has raised substantiated concerns.  
(227)  In light of  the above, particularly in view of the results of the  market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the supply of 
potato desiccants in the Netherlands.  
8.3.4. Insecticides  
(228)  The Parties are bo th active in the supply of insecticides in the following markets : (i) 
sucking pests insecticides for stone fruit in Spain; and (ii) sucking pests insecticides for potato in the Netherlands. 
                                                 
206  Form CO, paragraph 171.  
207  Form CO, paragraph 403.  
208  Form  CO, Table 12 and Annex 166.  
209  Idem.  
210  Ibidem . 
211  Response to Q1  - Questionnaire to c ompetitors, question 29 (1) and 30( 1). 
 
 
44 8.3.4.1. Insecticides – sucking pest -  stone fruit - Spain  
(229)  Both Parties supply third -party sucking pest insecticides for stone fruit in Spain. 
Certis supplies Mospilan (acetamiprid based), Breaker and  Mansa (both natural 
pyrethrin based); whereas Belchim supplies Teppeki (flonicamid based).  
(230)  In 2018, the most recent year for which shares  are available, the Parties held a 
combined market share of [30- 40]% (Certis [20-30]% and Belchim [5 -10]%). Post -
Transaction, the Parties would still face competition from the market leader Bayer 
(which had [40- 50]% market share in 2018), as well as from other established 
competitors, such as Syngenta.212  
(231)  In the market investigation, a majority of respondents  that expressed a view 
indicated that they do not consider the Parties to be close competitors nor do they  
expect the proposed Transaction to have  an effect on prices a majority of 
respondents. In addition, no stakeholder has raised substantiated concerns.213 
(232)  In light of above, particularly in view of the results of the market investigation , the 
Commission concludes that the notified Transaction does not raise serious doubts as 
to its compatibility with the internal market in relation to the supply of sucking pest 
insecticides for stone fruit in Spain.  
8.3.4.2. Insecticides – sucking pest – potato – the Netherlands  
(233)  Both Parties supply third- party sucking pest insecticides for potato in the 
Netherlands. Certis supplies Gazelle (acetamiprid based); whereas Belchim supplies 
Teppeki (flonicamid based).214 
(234)  In 2019, the Parties held an estimated combined market share of [20- 30]% (Certis 
[20-30]% and Belchim [5 -10]%). I n 2019, Belchim has however advised its clients 
to stop using Teppeki on potato crop for consumption [confidential] ,215 hence its 
share is likely to decrease going forward. In this market, the Parties face competition from well -established competitors such as Bayer (the market leader with [40- 50]%), 
BASF (with [20- 30]%), as well as FMC and Syngenta.
216 
(235)  In the market investigation, t he majority of respondents that  expressed a view 
indicated that that they do not consider the Parties to be close competitors. Few 
respondents expressed a view as regards the impact of the Transaction on prices. 
Among those who did, a majority mentions that the Transaction may negativel y 
affect prices, however when they explain their reasons, the  respondents  often refer to 
                                                 
212  Form CO Table 5 and Annex 117  
213  Responses to Q1  - Questionnaire to competitors, questions 31, 31(1), 33 and 33(1);  and Q2 –
Ques tionnaire to d istributors, distributors ’ organisations,  farmer organisations , EU Industry Associations  
and consultants, questions 32, 32(1), 34 and 34(1).  
214  Form CO paragraphs 363 and 364; and Annex 13.  
215  Form CO paragraph 365 and Annex 222.  
216  Form CO Table 6B and Annex 220.  
 
 
45 the Parties position in paraffinic oils (which are assessed below). No stakeholder has 
raised substantiated concerns.217 
(236)  In light of the above, particularly in view of t he results of the market investigation , 
the Commission concludes that the proposed Transaction does not raise serious 
doubts as to its compati bility with the internal market in relation to the supply of 
sucking pest insecticides for potato in the Netherlands. 
8.3.5. Molluscicides in Germany   
(237)  In 2019, the Parties ’ activities overlapped in the supply of slug control molluscicides 
in Germany. Both Parties distributed third -party products based on metaldehyde. 
Certis distributed Frunol Delicia’s Patrol Metapads and  SchneckenKorn  products, 
Belchim has taken over the distribution of De Sangosse’s Metarex Inov.218 
(238)  However, Certis is no longer active in this market as its distribution agreement with Frunol Delicia has been terminated in 2020.
219 In addition, [ Certis’ confiden tial 
future product strategy ].220 
(239)  In light of the above, the Commission concludes that the proposed Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
the supply of slug control molluscicides in Germany.  
8.3.6. Pre-harvest PGRs for potatoes  in Germany  
(240)  The Transaction gives rise to a potential overlap in pre -harvest potato PGRs in 
Germany, where an overlap existed until 2019. Certis  had to withdraw its Crown 
product from the market in 2020 as its registration was revoked, while Belchim continues to sell its Himalaya product. However, both Certis and Belchim are in talks  with the same supplier for the distribution of […] , another pre -harvest potato 
PGR product, in Germany […] .  
(241)  Based  on 2019 data, the Parties had a combined market share of [50- 60]% (Belchim 
[30-40]% and Certis [10 -20]%) in pre -harvest sprout suppression products in 
Germany. 
                                                 
217  Responses to Q1 - Questionnaire to competitors, questions 32, 32(1), 33 and 33(1); Responses to Q2 -
Questionnaire to distributors, distributors’ organisations, farmers’ organisations, EU Industry Associations 
and consultants, que stions 33, 33(1), 34 and 34(1).   
218  Form CO paragraphs 392 and 393; and Annex 13.  
219  Form CO paragraph 395.  
220  Notifying Party’s response to RFI 15, question 11.  

 
 
47 (247)  Fifth, as regards the impact on prices, the market investigation was inconclusive: the 
majority of customers that expressed an opinion consider ed that the prices in the 
market for pre -harvest  potato PGRs will not change as a result of the Transaction221, 
while a majority of competitors expressing an opinion considered that prices will increase.
222  
8.3.6.3. Conclusion   
(248)  In light of the above, in particular in view of potential entry by competitors, the Com mission concludes that the proposed Transaction  does not raise serious doubts 
as to its compatibility with the internal market in relation to the supply of pre -harvest 
potato PGRs in Germany. 
8.3.7. Conglomerate Effects  
(249)  In the market investigation , some  respondents mentioned that the Transaction  would 
allow the M erged Entity to leverage its portfolio of products to engage in bundling 
practices  across the different crop protection markets where it would be  active.   
Some respondents also mentioned specifically the possibility of the Merged Entity to 
engage in this practice  in relation to the different crop protection products for 
potato.
223  
(250)  To assess the ability and incentive of the M erged Entity to adopt such strategy, the 
Commission has examine d what would be the M erged Entity’s share of the overall 
sales of crop protection products in each of the countries where the Merged Entity would have a market share of at least [30- 40]% in any crop protection market. In 
each of these countries (namely Austria, Denmark, Finland, Germany, Netherlands, Norway, Sweden, Poland, Spain), the Merged Entity’s share of the overall supply of crop protection products varies between [0 -5]% and [5 -10]% across these nine 
countries
.224  
(251)  The Commission also assessed the Merged Entity ’s ability a nd incentive to leverage 
its position in the markets for potato PGR’s (where it would have  at least [30-40]% 
market share ) to other crop protection products for potato.  In these countries 
(namely, Denmark, Finland, Germany, Norway, Poland and Sweden), t he Merged 
Entity’s share of the overall sales of crop protection products for potato varies between [5-10]% and [20- 30]%. The Merged Entity would have its largest share 
([20-30]%) in Norway where only Belchim is present.
225 In none of these countries, 
the Merged Entity would be the leader in the sales of potato crop protection products and in all of these countries  it would face competition from well- established players 
such as Bayer and Syngenta.
226  
                                                 
221  Responses to Q2 – Questionnaire to distributors, distributors’ organisation s, farmers’ organisations, EU 
Industry Associations and consultants , question 46.  
222  Responses to Q1 –  Questionnaire to competitors, question 45.  
223  Responses to Q1 –  Questionnaire to competitors, questions 43 and 43(1).  
224  Notifying Party’ s response to RFI 17, questi on 5, table 2 . 
225  Notifying Party’s response to RFI 17, question 6, table 3.  
226  Idem . 
 
 
48 (252)  It is therefore unlikely that the M erged Entity would have t he ability  and the 
incentive  to successfully engage in any exclusionary practice that could harm 
competition .  
9. PROPOSED REMEDIES  
9.1. Analytical Framework  
(253)  The following princi ples from the Remedies Notice227 apply where parties to a 
merger choose to offer commitm ents in order to restore effective competition. 
(254)  Where, as in this case, a notified concentration raises serious doubts as to its 
compatibility with the internal market, the Parties may modify the notified concentration so as to remove the grounds for the s erious doubts identified by the 
Commission with a view to having it declared compatible with the internal market pursuant to Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation.  
(255)  The Commission only has power to accept commitments that  are capable of 
rendering the concentration compatible with the internal market in that they will prevent a significant impediment to effective competition in all relevant markets where competition concerns were identified.
228 To that end, the commitments ha ve 
to eliminate the competition concerns entirely229 and have to be comprehensive and 
effective from all points of view.230  
(256)  In assessing whether proposed commitments are likely to eliminate its competition concerns, the Commission considers all relevant facto rs, including inter alia  the 
type, scale and scope of the commitments, judged by reference to the structure and particular characteristics of the market in which those concerns arise, including the position of the parties and other participants on the market.
231 Moreover, 
commitments must be capable of being implemented effectively within a short 
period of time.232 
(257)  Where a proposed concentration threatens to significantly impede effective 
competition, the most effective way to maintain effective competition, apart from prohibition, is to create the conditions for the emergence of a new competitive entity or for the strengthening of existing competitors via divest iture by the merging 
parties.
233  
(258)  While divestiture commitments are generally the best way to elimina te competition 
concerns resulting from horizontal overlaps, other structural commitments, such as  
access remedies, change of long -term exclusive contract, or other non- divestiture 
                                                 
227  Commission's Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 ( ‘Remedies Notice ’), OJ C 267, 22.10.2008, p. 1.  
228  Remedies Notice, paragraph 9.  
229  Case C -202/06 P Cementbouw Handel & Industrie v Commission [2007] ECR 2007 I -12129, paragraph 
54. 
230  Remedies Notice, paragraph s 9 and 61.  
231  Remedies Notice, paragraph 12.  
232  Remedies Notice, paragraph 9 . 
233  Remedies Notice, paragraph 22.  
 
 
49 remedies may be suitable to resolve concerns if they are equivalent to dives titures in 
their effects .234 
9.2. Description of the Proposed Remedies  
(259)  In order to address the serious doubts raised by the Transaction with a view to 
rendering the concentration compatible with the internal market, the Notifying Party 
has modified the notified T ransactio n by submitting to the Commission certain  
commitments . 
(260)  On 21 January 2021, the Notifying Party submitted the following commitments 
pursuant to Article 6(2) of the Merger Regulation (the ‘Commitments’) .  
(261)  The Notifying Party proposed to divest or pr ocure to divest its distribution business  
regarding the PGR product  Biox -M, in Germany, Poland, Denmark, Sweden, 
Norway and Finland (the ‘Nordics’) , keeping the distribution of this product in other 
EEA countries . In case it is not successful, it  alternati vely proposed to procure 
Belchim to divest the distribution business of the PGR product  1,4 Sight in  the same 
national markets . Similarly to Certis  under the first scenario , in this scenario 
Belchim  also keeps the distribution of 1,4 Sight in other EEA countries  (the ‘PGR 
Commitments ’). Moreover, the Notifying Party proposed to procure to divest 
Belchim’s distribution agreement and regulatory package for paraffinic oils for virus control in flower bulbs and in seed potatoes in the Netherlands (the ‘ Paraffinic Oils 
Commitments ’). In particular, the Notifying Party proposed as a remedy:   
(a) The divestment of the Biox -M distribution business  in Germany and Poland (one 
divestment package) and in the Nordics (another divestment package) , to a crop 
protection industry player(s) (the ‘Biox -M Divestment Business ’). If one or both of 
these divestment packages cannot be transferred to a suitable purchaser(s) within a 
specific period of time, the Notifying Party com mits to procure Belchim to transfer 
its 1,4 sight  distribution business in Germany and Poland (one divestment package) 
and in the Nordics (another divestment p ackage) to a crop protection industry 
player(s) (the ‘1,4 Sight Divestment Business ’). The Biox -M Divestment Business 
and the 1,4 Sight Divestment business are together referred to as “P GR Divestment 
Business” . 
(b) For paraffinic oil for virus control for seed potatoes and flower bulbs, to procure to transfer Belchim’s distribution agreement (and other re levant agreements) and 
regulatory package for Fibro, Belchim’s pipeline paraffinic oil product, in the Netherlands to an industry player  (the ‘Paraffinic Oil Divestment Business ‘).  
(c) The PGR and Paraffinic Oil Divestment Businesses include all rights and as sets, in 
particular distribution rights, customer contracts, commitments and orders, 
marketing and technical materials, access to brand IP  and application machinery . 
At the request of the purchaser(s) , the Notifying Party also commits to provide  for 
a tran sitional period education and training , as well as support to obtain the 
registration of Fibro .  
                                                 
234  Remedies Notice, paragraph 61.  
 
 
50 (d) Furthermore, the Notifying Party offered not to close the acquisition of Belchim 
until the Commission approves the sale of both the PGR and Paraffinic Oil  
Dive stment Businesses to one or more suitable purchasers.  
(262)  In addition, the Notifying Party has entered into related commitments, inter alia regarding the preservation of the viability, marketability and competitiveness of both the PGR and Paraffinic Oil  Divest ment  Businesses, including the appointment of a 
monitoring trustee and, if necessary, a divestiture trustee.  
(263)  The Notifying Party considers that the proposed divestment s will eliminate the 
overlaps between the Parties in the national potato PGRs markets id entified in 
section 8.2.2 above, and thus remove any competition concerns. Further, according to the Notifying Party, the transfer of the rights and assets relating to Fibro’s 
introduction in the Netherlands is likely to result in the emergence of a new 
competitive force, and thus it would address concerns relating to the removal of 
Belchim as a potential new entrant in the Dutch markets for paraffinic oils for virus 
control in seed potatoes and flower bulbs.  
(264)  On 2 February 2021, the Notifying Party submitte d a revised version of the 
Commitments with the sole purpose of clarifying the language, no material changes 
were made.  
10. A
SSESSMENT OF THE PRO POSED REMEDIES  
(265)  The Commission 's market test which was launched on 25 January 2020  and focused 
on (i) whether the C ommitments were sufficient to entirely  remove the competition 
concerns caused by the proposed Transaction; (ii) whether both the PGR and 
Paraffinic Oil  Divestment Business es constituted a viable business able to compete 
effectively with the M erged Entity on a  lasting basis; (iii) whether there were 
specific conditions that a potential purchaser should fulfil and (iv) whether the Divestment Business es were sufficiently attractive to find a suitable purchaser . 
10.1. Removal of competition concerns  
(266)  In order to enti rely remove the competition concerns in the potato PGR markets  in 
Germ any, Poland and the Nordics , the Notifying P arty proposed to divest in the 
respective countries either the distribution business of the product it currently sells, 
Biox-M, or in case thi s is not successful, the distribution business of the product 
currently sold by Belchim, 1,4 Sight. The divestiture of one of these two distribution 
business es would remove the overlap s brought by the proposed Transaction, and the 
negative effects thereof,  in the potato PGR markets in Germany, Poland, Norway, 
Sweden, Denmark and Finland. The vast majority of respondents to the market test 
that expressed a view  consider  that the Commitment offered for the PGR markets is 
suitable to remove  effectively  the com petition concerns raised in these markets.
235 
(267)  In order to entirely  remove the competition concerns in the paraffinic oils markets  in 
the Netherlands , the Notifying Party proposed to transfer the regulatory package and 
                                                 
235  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , questions 1 and 1(1);  
Q4 - Market test -  Questionnaire on proposed remedies - Distributors,  questions 1 and 1(1);  Q5 - Market 
test - Questionnaire on proposed remedies - Suppliers, questions 1 and 1(1).  
 
 
51 the distribution agreement of Belchim’s pipeline paraffinic oil product, Fibro , as 
regards The Netherlands . In this way, the Notifying Party tries to  ensure the 
emergence of a new competitive force, which otherwise would be lost with the 
Transaction, as Belchim was planning to enter these market s. By assigning or 
transferring Belchim ’s position, potential competition can be protected and therefore 
the concerns raised with its loss can be removed. The vast majority of respondents to the market test that expressed a view consider  that the Commitmen t offered for the 
Dutch paraffinic oil markets is suitable to remove effectively the competition concerns raised in these markets.
236 
(268)  In addition, to maintain the structural effect of the remedies offered, the Notifying 
Party also proposed not to reacquire neither the PGR Divestment Business nor the 
Paraffinic oil Divestment business for a period of 10 years.  
(269)  The Commission therefore concludes that the Commitments are sufficient to remove  
entirely the concerns identified  in the potato PGRs markets in Germany , Poland, 
Denmark, Sweden, Finland and Sweden, as well as , in the Dutch markets of 
paraffinic oils for virus control in seed potatoes and flower bulbs . Moreover, the 
Commission considers that the Commitments are able to create a lasting situation 
ensuring that the identified concerns will not materialise.  
10.2. Viability and competitiveness of the Divestment  business es 
(270)  The Notifying Part y proposed to divest  all rights and assets that currently constitute 
the distribution business of Biox -M in six affected geographic markets (Germany, 
Poland, Norway, Sweden, Denmark and Finland) , as well as all rights and assets that 
currently constitute the distribution business of 1,4 Sight in the respective countries (in case the assignment or transfer of the Biox -M is no t successful). This means that 
the commitment to divest Biox -M or alternatively 1,4 Sight is a carve -out of the 
current distribution business that Certis, or  Belchim, has  for Biox -M, or 1,4 Sight  
(respectively) . The scope of the divestment business package s for PGRs however  
include s all assets which contribute  to their current operation and are necessary to 
ensure their viability and effective competitiveness  in the respective countries and 
constitute on their own a stand- alone business in each of these six  countries . 
(271)  The vast majority of the respondents to the market test indicated that they consider 
the scope of the divestment business is sufficient to ensure its immediate viability and competitiveness.
237 As a competitor stated : “This Divested Business is a  
standalone business which can be easily handled by another agr ochemical company 
being commercially active in these countries and having the ability to provide the technical support required by distributors and end- users. (…). The technical and 
commercial data and information, agreements and license s provided with the 
transaction constitute a complete package that will allow the immediate viability, 
competitiven ess and continuity of the sales and services to the customers and end -
users” .
238 
                                                 
236  Idem . 
237  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , questions 2 and 2(1); 
Q4 - Market test -  Questionnaire on proposed remedies - Distributors,  questions 2 and 2(1);  Q5 - Market 
test - Questionnaire on proposed remedies - Suppliers, questions 3 and 3(1).  
238  Response to Q3 -  Market test - Questionnaire on proposed remedies - Competitors , question 2(1).  
 
 
52 (272)  In addition, the m ajority of customers indicated that they would continue to purchase 
the products to be divested after the implementation of the remedy, when they are no 
longer distributed by the Parties.239 The suppliers also indicated tha t the remedy 
proposed would allow t hem to continue to have access to the different national 
markets, except for one supplier in relation to the Nordic countries. The reason 
behind its view was however not related to the scope or design of the PGR Commitments . 
(273)  The Notifying Party also propos ed to transfer all rights and assets related to 
registration and distribution of Belchim’s pipeline for paraffinic oil  for virus control 
in seed potatoes and flower bulbs . Similarly to the PGR packages, the paraffinic oil 
package also includes all assets t hat are necessary to bring the product onto the 
market and to operate the distribution business onwards.  
(274)  The vast  majority of the respondents to the market test  that expressed a view  
consider that the scope of the Paraffinic Oils divestment business is sufficient to ensure  its immediate viability and competitiveness.
240 The suppliers also indicated 
that the Paraffinic Oil Commitment would allow them to access the Dutch 
markets.241 
(275)  The majority of respondents to the market test  that expressed a view  also welcom ed 
the Notifying’s Party commitment to offer education and training to the remedy -
taker in relation to both PGRs and Paraffinic oils.242 The respondents’  views on the 
duration of such education and training  varied but several respondents  mentioned 
that it should cover at  the very least one sales season .243 The majority of respondents  
that expressed a view  also considered that a secondment of personnel would not be 
necessary.244 
(276)  The Commission therefore concludes that the scope of both the PGR and the 
Paraffini c Oil D ivestment Businesses is sufficient to ensure their  immediate viability 
and competitiveness . 
10.3. Purchaser criteria  
(277)  The Notifying Party specifically proposed to assign or transfer the Dives tment  
Businesses to a company that is already active in the crop protection industry. In fact, the majority of the respondents to the market t est that expressed a view  stressed  
                                                 
239  Responses to Q4  - Market test -  Questionnaire on proposed remedies - Distributors,  questions 6 and 6(1).  
240  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , questions 3 and 3(1); 
Q4 - Market test -  Questionnaire on proposed remedies - Distributors,  questions 3 and 3(1);  Q5 - Market 
test - Questionnaire on proposed remedies - Suppliers, questions 4 and 4(1).  
241  Q5 - Market test -  Questionnaire on proposed remedies - Suppliers, question s 2 and 2 (1). 
242  Responses to Q3 -  Market test -  Questionnair e on proposed remedies - Competitors , question 4; Q4 -  
Market test - Questionnaire on proposed remedies - Distributors,  question 4;  Q5 - Market test - 
Questionnaire on proposed remedies - Suppliers, question 5; and Minutes of a call with a supplier on 
28.01.2021 and Minutes of call with another supplier on 28.01.2021.  
243  Responses to Q3 - Market test - Questionnaire on proposed remedies - Competitors , question 4(1); Q4 -  
Market test - Questionnaire on proposed remedies - Distributors,  question 4(1);  Q5 - Market test -  
Questionnaire on proposed remedies - Suppliers, question 5(1).  
244  Responses to Q3 -  Market test - Questionnaire on proposed remedies - Competitors , question 4.2; Q4 - 
Market test - Questionnaire on proposed remedies - Distributors,  question 4(2) ; Q5 - Market test -  
Questionnaire on proposed remedies - Suppliers, question 5(2).  
 
 
53 the importance that the purchaser of the Divestment Businesses be  already active in 
this industry . Although a  few respondents mentioned that it is also necessary to have 
experience with the relevant crops  and/or with the relevant national  markets ,245 the 
Commission consider s that experience as a crop protection company  would be 
sufficient to ensure the necessary know -how to conduct both the PGR and the 
Paraffinic Oil Divestment B usiness es. In addition, the education and training offered  
by the Notifying Party  gives additional support to the purchaser as regards  the 
specific products and their current and potential customers . 
(278)  A majority of competitors  and customers that expressed a view mentioned that 
having a single purchaser for both of the PGR packages would improve the viability, 
the effectiveness and the competitiveness of these businesses .246 Although t his 
solution would indeed replicate the situat ion as it is tod ay pre -Transaction, it could 
also limit the number of potential interested purchasers for each package. In 
addition, the proposed Commitments also envisage , and do not preclude this 
possibility: to have a single buyer for both PGR packages.  
(279)  More importantly, t o limit the uncertainties of finding a suitable purchaser  for the 
Biox -M divestment business  in Germany and Poland on one hand, and in the 
Nordics on the other  (and in case it does not find such suitable purchaser) , the 
Notifying Party  has committed to transfer  the 1,4 sight business  instead . 
(280)  In addition, the Notifying Party also proposed  not to implement the proposed 
Transaction before entering into a binding agreement with a purchaser, which has to 
be approved by  the Commission . This commitment limits the risk s of not finding a 
suitable purchaser , in particular the risk of not being able to obtain the consent of the 
respective suppliers  to proceed with the transfer o r the assignment of the Divestment 
Businesses. Moreover, it also ensur es that the identified concerns cannot materialise 
because the Notifying Party  would not  be able to find a suitable purchaser.  
(281)  In light of the above, in particular of (i) the alternative PGR divestment package, and (ii) the commitment not to close the prop osed Transaction before the transfer of the 
Divestment businesses to suitable purchasers, the Commission considers that the purchaser criteria proposed by the Notifying Party are sufficient to ensure an effective implementation of the Commitments.  
10.4. Attracti veness of the Commitments  
(282)  The majority of competitors and distributors that expressed a view  in the market test , 
indicated that they consider  the PGR Divestment Businesses and the Paraffinic Oils 
Divestment Business sufficiently interesting to attract suitable purchasers. The 
suppliers had a  positive reaction as regards Paraffinic Oils but were less positive  as 
regards the PGRs: the only supplier that expressed a view did  not consider the PGR 
package to be sufficiently interesting to attract suitable purcha sers.
247 However, this 
                                                 
245  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , questions 8 and 8(1); 
Q4 - Market test -  Questionnaire on proposed remedies - Distributors,  questions 9 and 9(1);  Q5 - Market 
test - Questionnaire on proposed remedies - Suppliers, questions 9 and 9(1).  
246  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , question 12; Q4 -  
Market test - Questionnaire on  proposed remedies - Distributors,  questions 11 and 11(1);  
247  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , questions 6 and 7; Q4 
- Market test - Questionnaire on proposed remedies - Distributors,  questions 7 and 8. Q5 -  Market test -  
 
 
 
54 supplier does not call into question the package itself. In any event , in the market 
test, several competitors showed interest in acquiring the different Divestment 
Businesses, including the PGR p ackages.248  
(283)  In light of the above, in particular of the interest show n in acquiring all Divestment 
Businesses, including both PGR packages , the Commission concludes that the 
Commitments are capable of being implemented effectively in a short period of time.  
10.5. Conclusion of the Commitments Assess ment  
(284)  For the reasons outlined above, the C ommitments entered into by the undertakings 
concerned are sufficient to entirely eliminate the serious doubts as to the 
compatibility of the T ransaction with the internal  market.  
(285)  Under the first sentence of the sec ond 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 vis -à-vis the Commission with a  view to rendering the 
concentration compatible with the internal market.  
(286)  The fulfilment of the measures that give rise to the structural change of the market is 
a condition, whereas the implementing steps that are necessary to achieve this result are gen erally obligations on the parties. Where a condition is not fulfilled, the 
Commission's decision declaring the concentration compatible with the internal market is no longer applicable. Where the undertakings concerned commit a breach of an obligation, the  Commission may revoke the clearance decision in accordance 
with Article 6(3) 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 . 
(287)  In accord ance with the basic distinction between conditions and obligations 
described in the preceding paragraph, the Commitments in section B of the Annex 
constitute conditions attached to this decision, as only through full compliance therewith can the structural changes in the relevant markets be achieved. The other 
commitments set out in the Annex constitute obligations, as they concern the implementing steps which are necessary to achieve the modifications sought in a manner compatible with the internal  market.  
                                                                                                                                                      
Ques tionnaire on proposed remedies -Suppliers, questions 7 and 8. See also Minutes of call with a Supplier 
on 28.01.2021.  
248  Responses to Q3 -  Market test -  Questionnaire on proposed remedies - Competitors , questions 9 and 9(1).  
 
 
55 11. CONCLUSION  
(288)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the 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 C ommitments annexed to the 
present decision and with the obligations contained in the other sections of the said commitments. This decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation and Article 57 of the EEA 
Agreement . 
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
 Case M. 9686 – Mitsui / Belchim Crop Protection  
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Mitsui & CO Ltd. through its wholly owned subsidiary Mitsui AgriScience 
International SA NV (together “ Mitsui ” or the “ Notifying Party ”) hereby enter into the 
following Commitments (the “ Commitments ”) vis -à-vis the European Commission (the 
“Commission ”) with a view to rendering the acquisition of sole control of Belchim Crop 
Protection NV (“ Belchim ”) (the “Concentration ”) compatible with the internal market and 
the functioning of the EEA Agreement. 
This text shall be interpreted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation of the Merger Regulation to declare the Concentration compatible with the internal market and the functioning of the EEA Agreement (the 
“Decision ”), in the general framework of European Union law, in particular in light of the 
Merger Regulation, and by reference to the Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “ Remedies Notice”).  
To the extent that any of the conditions or obligations contained in these Commitments need to be performed by Belchim, the Notifying Party procures to implement and comply with all such conditions and obligations on Belchim’s behalf, even where not expressly stated below.  
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following 
meaning:  
1,4 Sight PGR German y and Poland Divestment Business : the business as 
described in the Schedule, paragraph 12.  
1,4 Sight PGR Nordics Divestment Business : the business as described in the 
Schedule, paragraph 13.  
Affiliated Undertakings : undertakings controlled by the Parties a nd/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 "). 
Alternative PGR Divestment Package: the 1,4 Sight PGR Germany and Poland Divestment Business, and the 1,4 Sight PGR Nordics Divestment Business. 
Assets: the tangible and intangible assets and rights 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 2 and 3, and described 
more in detail in the Schedule.  
Belchim : Belchim Crop Protectio n NV, incorporated under the laws of Belgium, 
with its registered office at Technologielaan 7, 1840 Londerzeel, Belgium and registered with the Commercial/Company Register at the Crossroads Bank of Enterprises under number 0458.909.077. 
 
 
2 Biox- M PGR Germany and Poland Divestment Business : the business as 
described in the Schedule, paragraph 6.  
Biox- M PGR Nordics Divestment Business : the business as described in the 
Schedule, paragraph 7.  
Certis: Certis Europe BV, incorporated under the laws of the Netherlands , with its 
registered office at Stadsplateau 16, 3521az Utrecht, the Netherlands and registered 
with the Commercial/Company Register at Crossroads Bank of Enterprises under number 0450.470.176.  
Closing : the Transfer of the Divestment Business to the Remedy -Taker(s).  
Closing Period: the period of […]  from the approval of the Remedy -Taker(s) and 
the terms of Transfer 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. 
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity 
and independence in discharging its duties under the Commitments.  
Divestment Business : either (i) the Primary PGR Divestment Pack age; or in the 
event of the Notifying Party’s failure to transfer the Primary PGR Divestment 
Package within the First PGR Divestment Period, (ii) the Alternative PGR Divestment Package; and (iii) the Paraffinic Oil Netherlands  Divestment Business – 
each as  more fully described in the Schedule.  
Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by the Notifying Party and who has/have received 
from the Notifying Party the exclusive mandate to transf er the Divestment Business 
to one or more Remedy -Takers at no minimum price.  
Effective Date: the date of adoption of the Decision. 
First PGR Divestiture Period : the period of […]  from the Effective Date, provided 
that this period may be shortened by the M onitoring Trustee, after consultation with 
the Commission, in response to a motivated request of the Notifying Party.  
Hold Separate Manager : the person or persons appointed by the Notifying Party  to 
undertake the functions set out in paragraph 10 of section B of these Commitments  
under the supervision of the Monitoring Trustee .  
Monitoring Trustee: one or more natural or legal person(s) who is/are appr oved by 
the Commission and appointed by the Notifying Party , and who has/have the duty to 
monitor the Notifying Party ’s compliance with the conditions and obligations 
attached to the Decision.  
Nordics : comprise, for the purposes of these Commitments, Denmark, Finland, 
Norway and Sweden.  
Paraffinic Oil Divestiture Period : the period of […] from the Effective Date.  
Paraffinic Oil Netherlands Divestment Business : the business as described in the 
Schedule, paragraphs 8 -10. 
 
 
3 Paraffinic Oil Transitional Perio d: the period until […]  after Closing or […]  
following the grant by the Dutch crop protection registration agency of the product 
registration for Fibro in the Netherlands (with a maximum of […]  after Closing), 
whichever period is longer.  
Parties: the Noti fying Party and the undertaking that is the target of the 
concentration. 
PGR : Plant Growth Regulators. 
PGR Transitional Period: the period of […]  starting from Closing, which can be 
extended at the discretion of the Monitoring Trustee for up to […] , upon r eceipt of a 
motivated request by the Remedy -Taker(s).  
Primary PGR Divestment Package : the Biox -M PGR Germany and Poland 
Divestment Business, and the Biox -M PGR Nordics Divestment Business.  
Purchaser Criteria : the criteria laid down in paragraph 14 of these Commitments 
that the Remedy -Taker must fulfil in order to be approved by the Commission. 
Remedy -Taker: the entity or entities approved by  the Commission as transferee of 
the Divestment Business in accordance with the criteria set out in Section D, which 
for the avoidance of doubt may include a current Supplier of the products that are the subject matter of the Divestment Business provided t he criteria in Section D are 
satisfied.  
Remedy Markets : the PGR post -harvest market for potatoes in Sweden, Denmark, 
Finland, Norway, Germany and Poland; the paraffinic oil for application on seed 
potatoes market in the Netherlands and the paraffinic oil f or application on flower 
bulbs market in the Netherlands.  
Schedule : the schedule to these Commitments describing more in detail the 
Divestment Business.  
Second PGR Divestiture Period : the period of […] from the end of the First 
Divestiture Period.  
Supplier : Xeda, in respect of the supply of Biox -M to Certis, which is the subject 
matter of the Primary PGR Divestment Package; Dormfresh, in respect of the supply 
of 1,4 Sight to Belchim, which is the subject matter of the Alternative PGR Divestment Package; and  CCL, with whom Belchim has a relationship in respect of 
Fibro, which is the subject matter of the Paraffinic Oil Netherlands Divestment 
Business.  
Transfer: the divestment, whether by assignment or transfer, to the Remedy -
Taker(s) of the Primary PGR Divest ment Package or the Alternative PGR 
Divestment Package and the Paraffinic Oil Netherlands Divestment Business, it 
being understood that the Notifying Party will use its best efforts to make the Assets 
available to the Remedy Taker(s) on substantially the s ame terms as those enabling 
the distribution by the Parties of the products that are the subject matter of Divestment Business.  
Trustee(s) : the Monitoring Trustee.  
 
 
4 Trustee Divestiture Period : the period of […] from the end of the Second PGR 
Divestiture Per iod and / or the Paraffinic Oil Divestiture Period.  
 
Section B.  The commitment to Transfer the Divestment Business  
Commitment to Transfer  
2. In order to maintain effective competition, the Notifying Party commits to Transfer, 
or procure the Transfer of the Divestment Bu siness by the end of the Trustee 
Divestiture Period to one or more Remedy -Takers and on terms of Transfer 
approved by the Commission in accordance with the procedure described in paragraph 15 of these Commitments. To carry out the Transfer, the Notifying Party 
commits to find one or more Remedy -Takers and to enter into, or procure to enter 
into, final binding agreements for the Tra nsfer of (i) the Primary PGR Divestment 
Package within the First PGR Divestiture Period or the Alternative PGR Divestment 
Package within the Second PGR Divestiture Period, and (ii) the Paraffinic Oil Netherlands Divestment Business within the Paraffinic Oil Divestiture Period, as described in paragraph 3 below. 
3. More specifically, the Notifying Party commits to the following:  
(a) To Transfer within the Firs t PGR Divestiture Period:  
(i) the Biox -M PGR Germany and Poland Divestment Business to one 
Remedy -Taker; and  
(ii) the Biox -M PGR Nordics Divestment Business to one Remedy -Taker, 
which may be the same Remedy -Taker of the PGR Germany and Poland 
Divestment Business;  
(b) If the Parties have not entered into such relevant agreement(s) relating to the 
Biox -M PGR Germany and Poland and the Biox -M PGR Nordics 
Divestment Business by the end of the First PGR Divestiture Period, the 
Notifying Party commits to Transfer within the Second PGR Divestiture Period:  
(i) The 1,4 Sight  PGR Germany and Poland Divestment Business to one 
Remedy -Taker; and  
(ii) the 1,4 Sight  PGR Nordics Divestment Business to one Remedy -Taker, 
which may be the same Remedy -Taker of the 1,4 Sight  PGR Germany 
and Poland Divestment Business.  
(c) To Transfer within the Paraffinic Oil Divestiture Period the Paraffinic Oil Netherlands Divestment Business to one Remedy -Taker, which may be the 
same Remedy -Taker of the PGR Germany and Poland Divestment Business 
and/or the PGR Nordi cs Divestment Business.  
4. If the Parties have not entered into such relevant agreement(s) with respect to the Alternative PGR Divestment Package by the end of the Second PGR Divestiture 
Period and/or the Paraffinic Oil Netherlands Divestment Business by the end of the 
 
 
5 Paraffinic Oil Divestiture Period, the Notifying Party shall grant or procure Belchim 
to grant the Divestiture Trustee an exclusive mandate to T ransfer such relevant 
Divestment Business in accordance with the procedure described in paragraph 27 in 
the Trustee Divestiture Period.  
5. The Concentration shall not be implemented before the Parties or the Divestiture 
Trustee have entered into a final binding agreement with the Remedy -Taker(s) and, 
if different from the Remedy -Taker(s), the relevant Supplier  for the Transfer of each 
Divestment Business , and the Commission has approved the Remedy -Taker(s) and 
the terms of each Transfer in accordance with paragraph 15.  
6. The Notifying Party  shall be deemed to have complied with these Commitments if 
by the end of the Trustee Divestiture Period, the Notifying Party , Belchim  or the 
Divestiture Trustee , as the case may be,  has entered into a final binding agreement 
for the Transfer of each Divestment Business , and the Commission approves the 
proposed Remedy -Taker(s) and the terms of each Transfer as being consistent with 
the Commitments in accordance with the procedure described paragraph 15, and the 
Transfer of the Divestment Business to the Remedy -Taker(s) has taken place within 
the Closing Period. 
7. In order to maintain the structural effect of the Commitments, the Notifying Party 
shall,  for a period of 10 years after Closing, not acquire, whether directly or 
indirectly , the possibility of exercising influence (as defined in paragraph 43 of the 
Remedies Notice, footnote 3) over the whole or part of the Divestment Business, unless, followi ng 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 41  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 Divestment Business  
8. The Divestment Business consists of the crop protection products from Certis or 
Belchim, as the case may be, from each of the Remedy Markets. The legal and 
functional structure of the Divestment Business as operated to date is described in the Schedules. The Divestment Business, described in more detail in the Schedules, 
includes all Assets that contribute to the current operation or are necessary to ensure 
the viability and competitiveness of the Divestment Business, in particular and to the extent relevant in the context of the Divestment Business: 
(a) all tangible and intangible Assets (including intellectual property rights); 
(b) all licences, permits and authorisations issued by any governmental 
organisation for the benefit of the Divestment Business; and 
(c) all contracts, commitments and customer orders of the Divestment Business; 
all customer, credit and other records of the Divestment Business, including any lists of prospective custo mers for products in the scope of the 
Divestment Business which have not yet been brought to the market by the time of Transfer.  
 
 
6 Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
9. From the Effective Date until Closing, the No tifying Party shall preserve or procure 
the preservation of the economic viability, marketability and competitiveness of the 
Divestment Business, in accordance with good business practice, and shall minimise 
as far as possible any risk of loss of competiti ve potential of the Divestment 
Business. In 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 Business; 
(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;  
Ongoing viability obligations  
10. Until Closing, the Notifying Party shall assist the Monitoring Trustee in ensuring 
that the Divestment Business is managed in the best interest of the business with a 
view to ensuring its  continued economic viability, marketability and competitiveness 
and shall appoint a Hold Separate Manager for this purpose . The Hold Separate 
Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Tru stee. The Commission may, after having heard the 
Parties, require the Parties to replace the Hold Separate Manager.  
Due diligence  
11. In order to enable potential Remedy -Takers to carry out a reasonable due diligence 
of the Divestment Business, the Parties sha ll, subject to customary confidentiality 
assurances and dependent on the stage of the divestiture process, provide to potential 
Remedy -Takers sufficient information as regards the Divestment Business.  
Reporting  
12. To the extent necessary, the Parties shall submit written reports in English on 
potential Remedy -Takers of the Divestment Business and developments in the 
negotiations with such potential Remedy -Takers to the Commission and the 
Monitoring Trustee no later than 10 days after the end of every month f ollowing the 
Effective Date (or otherwise at the Commission’s request). The Parties shall submit 
a list of all potential Remedy -Takers having expressed interest in acquiring the 
Divestment Business to the Commission at each and every stage of the divestiture 
process, as well as a copy of all the letters of intent made by potential Remedy -
Takers within five days of their receipt.  
13. The Parties shall inform the Commission and the Monitoring Trustee on the preparation of any data room documentation and any due diligence procedure and 
shall submit a copy of any information memorandum to the Commission and the Monitoring Trustee before sending any such memorandum out to potential Remedy -
Takers.  
 
 
7 Section D.  The Remedy -Taker(s)  
14. In order to be approved by the Commission, any Reme dy-Taker must fulfil the 
following criteria:  
(a) The Remedy -Taker shall be independent of and unconnected to the  Part ies 
and their Affiliated Undertakings (this being assessed having regard to the 
situation following the Transfer).   
(b) The Remedy -Taker shall ha ve 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 Remedy -Taker(s) shall be companies already active in the crop 
protection industry;  
(d) The acquisition of the Divestment Business by the Remedy -Taker 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 
Remedy -Taker must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisition of the Divestment 
Business.  
15. The final binding documentation (as well as ancillary agreements) relating to the 
Transfer of the Divestment Business shall be conditional on the Commission’s 
approval. When the Parties have reached an agreement with a Remedy -Taker, the 
Notifying Party sha ll submit a fully documented and reasoned proposal, including a 
copy of any relevant final agreement(s), within one week to the Commission and the 
Monitoring Trustee. The Parties must be able to demonstrate to the Commission that the Remedy -Taker fulfils t he Purchaser Criteria and that the Divestment Business is 
being transferred in a manner consistent with the Commission’s Decision and the Commitments. For the approval, the Commission shall verify that the Remedy -Taker 
fulfils the Purchaser Criteria and th at the Divestment Business is being transferred 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 Transfer of the Divestment Business without one or more Assets, or by substituting one or 
more Assets with one or more different assets, if this does not affect the viability and 
competitiveness of the Divestment Business after the Transfer, taking account of the proposed Remedy -Taker.  
Section E.  Trustee  
I. Appointment procedure  
16. The Notifying Party shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee.  
17. If the Parties have not entered into any relevant binding agreement for the Transfer of the Divestment B usiness one month before the end of the Second Divestiture 
Period or the Paraffinic Oil Divestiture Period, or if the Commission has rejected a Remedy -Taker proposed by the Parties at that time or thereafter, the Notifying Party  
 
 
8 shall appoint a Divestiture  Trustee. The appointment of the Divestiture Trustee shall 
take effect upon the commencement of the Trustee Divestiture Period.  
18. The Trustee shall:  
(i) at the time of appointment, be independent of the Notifying Party and its 
Affiliated Undertakings; 
(ii) possess th e necessary qualifications to carry out its mandate, for example 
have sufficient relevant experience as an investment banker or consultant or auditor;  
(iii) neither have nor become exposed to a Conflict of Interest; and  
(iv) during the term of his mandate and for a period of two years following termination of his mandate, not provide services to the Notifying Party or its 
Affiliated Undertakings without first obtaining the Commission’s prior approval.  
19. The Trustee shall be remunerated by the Notifying Party in a way t hat does not 
impede the independent and effective fulfilment of its mandate. In particular, where the remuneration package of a Divestiture Trustee includes a success premium linked to the final transfer value of the Divestment Business, such success premi um 
may only be earned if the Transfer takes place within the Trustee Divestiture Period.  
Proposal by the Notifying Party  
20. No later than two weeks after the Effective Date, the Notifying Party shall submit 
the name or names of one or more natural or legal pe rsons whom the Notifying Party 
proposes to appoint as the Monitoring Trustee to the Commission for approval. No later than one month before the end of the First Divestiture Period or on request by 
the Commission, the Notifying Party shall submit a list of one or more persons 
whom the Notifying Party proposes to appoint as Divestiture Trustee to the Commission for approval. The proposal shall contain sufficient information for the 
Commission to verify that the person or persons proposed as Trustee fulfil the  
requirements set out in paragraph 18 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions 
necessary to enabl e the Trustee to fulfil its duties under these Commitments; 
(b) the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;  
(c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different trustees are proposed for 
the two functions. 
Approval or rejection by the Commission 
21. The Commission shall have the discretion to approve or reject the proposed 
Trustee(s) and to approve the proposed mandate subject to any modif ications it 
deems necessary for the Trustee to fulfil its obligations. If only one name is approved, the Notifying Party 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, the Notifying Party shall be free to 
 
 
9 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 app roved by the Commission.  
 
New proposal by the Notifying Party  
22. If all the proposed Trustees are rejected, the Notifying Party 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 16 and 21 of these Commitments.  
Trustee nominated by the Commission 
23. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom the Notifying Party sha ll appoint, or cause to be 
appointed, in accordance with a trustee mandate approved by the Commission. 
II. Functions of the Trustee  
24. 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 the Notifying Party, give any orders or instructions to 
the Trus tee in order to ensure compliance with the conditions and obligations 
attached to the Decision.  
Duties and obligations of the Monitoring Trustee  
25. 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 conditions 
attached to the Decision.  
(ii) oversee, in close co -operation with the Hold Separate Manager, the ongoing 
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, in accordance with paragraphs 9 and 10 of these Commitments;  
(b) supervise the management of the Divestment Business as a saleable entity;  
(c) with respect to Confidential Information:  
- determine all necessary measures to ensure that the Parties do 
not after the  Effective Date obtain any Confidential 
Information relating to the other Party’s Divestment Business, 
and 
- decide whether such information may be disclosed to or kept by the Parties as the disclosure is reasonably necessary to 
 
 
10 allow the Parties to carry ou t the Transfer or as the disclosure 
is required by law;  
(iii) propose to the Notifying Party 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, and the non -disclosure of competitively sensitive information; 
(iv) review and assess potential Remedy -Takers as well as the progress of the 
Transfer process and verify that, dependent on the stage of the Transfer 
process, potential Remedy -Takers receive sufficient and correct information 
relating to the Divestment Business in particular by reviewing, if available, 
the data room documentation, the infor mation memorandum and the due 
diligence process, and  
(v) act as a contact point for any requests by third parties, in particular potential 
Remedy -Takers, in relation to the Commitments;  
(vi) provide to the Commission, sending the Parties 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 so 
that the Commission can assess whether the business is held in a manner consistent with the Commitments and the progress of the Transfer process as well as potential Remedy -Takers;  
(vii) promptly report in writing to the Commission, sending the Parties a non-
confidential copy at the same time, if it concludes on reasonable grounds that the Parties are failing to c omply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in paragraph 15 of these Commitments, submit to the Commission, sending the 
Parties a non -confidential copy at the same time, a reasoned opinion as to the 
suitability and independence of the proposed Remedy -Taker and the viability 
of the Divestment Business after the Transfer and as to whether the 
Divestment Business is discontinued in a manner consistent with the 
conditions and obligations attached to the Dec ision, Divestment Business 
taking account of the proposed Remedy -Taker;  
(ix) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision. 
26. If the Monitoring and Divestiture Trustee are not the same legal persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each 
other during and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate each other's tasks.  
Duties and obligations of t he Divestiture Trustee  
27. Within the Trustee Divestiture Period, the Divestiture Trustee shall assign at no minimum price the Divestment Business to a Remedy -Taker, provided that the 
Commission has approved both the Remedy -Taker and the final binding agreemen t 
for the Transfer of the Divestment Business (and ancillary agreements) as in line with the Commission's Decision and the Commitments in accordance with 
 
 
11 paragraphs 14 and 15 of these Commitments. The Divestiture Trustee shall include 
in the agreement for the Transfer of the Divestment Business (as  well as in any 
ancillary agreements) such terms and conditions as it considers appropriate for an 
expedient Transfer in the Trustee Divestiture Period. In particular, the Divestiture Trustee may include in the agreement for the Transfer of the Divestment Business 
such customary representations and warranties and indemnities as are reasonably 
required to effect the Transfer. The Divestiture Trustee shall protect the legitimate financial interests of the Parties, subject to the Notifying Party’s unconditiona l 
obligation to Transfer at no minimum price in the Trustee Divestiture Period.  
28. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission with a comprehensive monthly 
report written in English on the progress of the Transfer process. Such reports shall 
be submitted within 15 days after the end of every month with a simultaneous copy to the Monitoring Trustee and a non- confidential copy to the Parties . 
III. Duties and obligations of the Part ies 
29. The Parties shall provide and shall cause its 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 the Parties or the Divestment Business’ books, records, documents, management or other personnel, facilities, sites and technical information necessary for fulfilling its 
duties under the Commitments and the Parties shall provide the Trustee upon request 
with copies of any document. The Parties 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.  
30. The Parti es 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 its advisors to provide the 
Monitoring Trustee, on request, with the information submitted to potential Remedy -
Takers, in particular give the Monitor ing Trustee access to the data room 
documentation and all other information granted to potential Remedy -Takers in the 
due diligence procedure. The Parties shall inform the Monitoring Trustee on possible 
Remedy -Takers, submit lists of potential Remedy -Taker s at each stage of the 
selection process, including the offers made by potential Remedy -Takers at those 
stages, and keep the Monitoring Trustee informed of all developments in the Transfer process.  
31. The Parties shall grant or procure Affiliated Undertakings  to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the Transfer 
(including ancillary agreements), the Closing and all actions and declarations which the Divestiture Trustee considers necessary or appropriate to achieve the Transfer 
and the Closing, including the appointment of advisors to assist with the Transfer process. Upon request of the Divestiture Trustee, the Parties shall cause the documents required for effecting the Transfer and the Closing to be duly e xecuted.  
32. The Notifying Party shall indemnify the Trustee and its employees and agents (each an “Indemnified Party ”) and hold each Indemnified Party harmless against, and 
 
 
12 hereby agrees that an Indemnified Party shall have no liability to the Notifying Party  
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. 
33. At the expense of the Notifying Party, the Trustee may appoint advisors (in particular for corporate finance or legal advice), subject to the Notifying Party’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 the Notifying 
Party refuse to  approve the advisors proposed by the Trustee the Commission may 
approve the appointment of such advisors instead, after having heard the Notifying 
Party. Only the Trustee shall be entitled to issue instructions to the advisors. 
Paragraph 32 of these Commitments shall apply mutatis mutandis . In the Trustee 
Divestiture Period, the Divestiture Trustee may use advisors who served the 
Notifying Party during  the Divestiture Period if the Divestiture Trustee considers 
this in the best interest of an expedient transfer.  
34. The Parties agree that the Commission may share Confidential Information proprietary to the Parties with the Trustee. The Trustee shall not dis close such 
information and the principles contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis . 
35. The Notifying Party agrees that the contact details of the Monitoring Trustee are 
published on the website of the Commission's Di rectorate- General for Competition 
and they shall inform interested third parties, in particular any potential Remedy -
Takers, of the identity and the tasks of the Monitoring Trustee.  
36. For a period of 10 years from the Effective Date the Commission may reques t all 
information from the Parties that is reasonably necessary to monitor the effective implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
37. If the Trustee ceases to perform its functions under the Commitments or fo r any 
other good cause, including the exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and the Notifying Party, require the Notifying Party to replace the Trustee; or  
(b) the Notifying Party may, with the prior a pproval of the Commission, replace 
the Trustee.  
38. If the Trustee is removed according to paragraph 37 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 appointed in accordance with the procedure referred to in paragraphs 16- 23 of these Commitments.  
39. Unless removed according to paragraph 37 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its duties 
 
 
13 after all the Commitments with which the Trustee has been entrusted have been 
implemented. However, the Commission may at any time require the reappointme nt 
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 
40. The Commission may extend the time periods foreseen in the Commitments in response to a request from th e Notifying Party  or, in appropriate cases, on its own 
initiative. Where the Notifying Party  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 the Notifying Party  be entitled to req uest an extension within the 
last month of any period.  
41. The Commission may further, in response to a reasoned request from the Notifying Party showing good cause waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in t hese Commitments. This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time send a non- confidential copy of the report to the Notifying Party. The request shall 
not have the effect of suspending the application of the undertaking and, in 
particular, of suspending the expiry of any time period in which the undertaking has 
to be complied with. 
  
 
 
14  
Section G.  Entry into force 
42. The Commitments shall take effect upon the date of adoption of the Decision. 
 
 Duly authorised for and on behalf of Mitsui:  
 
 
       
 
 
 
 
15 SCHEDULE  
1. The Divestment Business is part of the Parties’ overall crop protection business 
offering and does not currently operate as a standalone business or entity. As a 
result, the Divestment Business will be carved out of Certis’ or Belchim’s (as the case may be) cr op protection businesses. 
2. In accordance with section B of these Commitments, the Notifying Party commits to the following :  
(a) Transfer within the First PGR Divestiture Period  
(i) the Biox -M PGR Germany and Poland Divestment Business the scope 
of which is defined in paragraph 6 of this Schedule; and  
(ii) the Biox -M PGR Nordics Divestment Business the scope of which is 
defined in paragraph 7 of this Schedule. 
(b) If the Parties have not entered into the relevant agreement(s) relating to the Biox -M PGR Germany and Poland Divestment Business and the Biox -M 
PGR Nordics Divestment Business at the end of the First Divestiture PGR Period, the Notifying Party commits to Transfer within the Second PGR Divestiture Period: 
(i) the 1,4 Sight PGR Germany and Pol and Divestment Business, the 
scope of which is defined in paragraph 12 of this Schedule; and  
(ii) the 1,4 Sight PGR Nordics Divestment Business, the scope of which is defined in paragraph 13  of this Schedule. 
(c) Transfer within the Paraffinic Oil Divestiture Perio d the Paraffinic Oil 
Netherlands Divestment Business, the scope of which is defined in paragraphs 8- 10 of this Schedule.  
3. Each Divestment Business is described in further detail below. For the avoidance of 
doubt, any Assets that are also used outside of the  scope of the Divestment Business 
will be licensed to the Remedy -Taker on a royalty -free basis exclusively for use by 
the Remedy -Taker in relation to the Divestment Business as required pursuant to 
these Commitments, but will not be transferred to the Reme dy-Taker. Where any 
such Assets are not owned by the Parties, the Parties shall use their best efforts to procure that they are made available to the Remedy -Taker by any third -party owner 
on reasonable commercial terms.  
4. If there is any Asset which is not c overed explicitly  by these Commitments but 
which is used (exclusively or not) in relation to any Divestment Business and is necessary for the continued viability and competitiveness of any Divestment 
Business, as confirmed by the Monitoring Trustee, Asset (or adequate substitute) 
will be made available to the Remedy -Taker(s) to the extent that Asset is owned by 
the relevant party, and if it is not, the relevant party will use its best efforts to procure that the Asset (or adequate substitute) is made availa ble to the Remedy -
Taker on reasonable commercial terms . 
 
 
 
 
16 Primary PGR Divestment Package  
5. The Primary PGR Divestment Package comprises (i) the Biox -M PGR Germany and 
Poland Divestment Business; and (ii) the Biox -M PGR Nordics Divestment 
Business.  
6. The Biox- M PGR Germany and Poland Divestment Business  includes  the 
following Assets, insofar as they are directly related to Biox -M in Germany and 
Poland:  
(a) the distribution rights pursuant to Certis’ agreement with Xeda;  
(b) all relevant marketing and technical mater ials; 
(c) access, whether by means of an irrevocable, non- exclusive, royalty -free 
licence or otherwise, to the Biox -M logo developed by Certis ; 
(d) at the request of the Remedy -Taker, any relevant machinery for application 
of Biox -M; 
(e) all relevant customer contract s, commitments and customer orders;  
(f) all relevant customer, credit and other lists and records, including any lists of 
prospective customers and any non- binding season forecasts prepared by the 
customers, historical sales record by customer and future order s where 
available, and estimates of stock levels at customer level ; and any of Certis’ 
own forecasts for the 2021- 2022 season with the assumptions relied on;  
(g) at the request of the Remedy -Taker , the benefit of education and training 
during the PGR Transiti onal Period;  
(h) any remaining stock of Biox -M, at the price purchased from Xeda, with any 
applicable packaging and labels, pursuant to which the Remedy -Taker can 
sell out such remaining stock using Certis’ labels, or re -label existing 
packaging for sale by t he Remedy -taker at the Remedy -Taker’s cost . 
7. The Biox- M PGR Nordics Divestment Business include s the following Assets, 
insofar as they are directly related to Biox -M in Denmark, Finland, Norway and 
Sweden (the Nordics ):  
(a) the distribution rights pursuant to Certis’ agreement with Xeda;  
(b) all relevant marketing and technical materials; 
(c) access, whether by means of an irrevocable, non- exclusive, royalty -free 
licence or otherwise, to the Biox -M logo developed by Certis ; 
(d) at the request of the Remedy -Taker, any relevant machinery for the 
application of Biox -M; 
(e) all relevant customer contracts, commitments and customer orders; 
(f) all relevant customer, credit and other lists and records, including any lists of prospective customers and any non- binding season forecasts pre pared by the 
customers, historical sales record by customer and future orders where 
available, and estimates of stock levels at customer level ; and any of Certis’ 
own forecasts for the 2021- 2022 season with the assumptions relied on;  
 
 
17 (g) at the request of the  Remedy -Taker , the benefit of any education and training 
during the PGR Transitional Period;  
(h) any remaining stock of Biox -M, at the price purchased from Xeda, with any 
applicable packaging and labels pursuant to which the Remedy -Taker can 
sell out such rem aining stock using Certis’ labels, or re -label existing 
packaging for sale by the Remedy -taker at the Remedy -Taker’s cost . 
 
Paraffinic Oil Netherlands Divestment Business  
8. The  Paraffinic Oil Netherlands Divestment Business , includes  the following 
Assets, insofar as they are directly related to Fibro in the Netherlands, it being 
understood that the objective of the Transfer of these Assets is to enable the Remedy -Taker to bring Fibro to the market in the Netherlands : 
(a) the data developm ent, distribution and custom formulation agreement in 
respect of Belchim’s Fibro based on paraffinic oil CAS 8042- 47-5 in respect 
of the Netherlands for application on seed potatoes and flower bulbs;  
(b) access, whether by means of an irrevocable, non- exclusi ve, royalty -free 
licence or otherwise, to the Fibro trademark, which is registered to Belchim, 
for use in connection with the Paraffinic Oil Netherlands Divestment 
Business;  
(c) all relevant customer lists and records, including any lists of prospective 
custom ers and to the extent available any non -binding season forecasts 
prepared by the customers, their future orders; and any of Belchim’s own 
forecasts for the 2021 -2022 season with the assumptions relied on;  
(d) the product registration application (dossier numbe r 20171129 ZTG) for 
Fibro in the Netherlands submitted to the Dutch crop protection registration agency, or, in the event that Fibro has been registered in the Netherlands by the time of Closing, the product registration of Fibro in the Netherlands;  
(e) all relevant documentation in the possession of Belchim relating to the 
aforementioned product registration of Fibro in the Netherlands;  
(f) access, whether by means of an irrevocable, non- exclusive, royalty -free 
licence or otherwise, to (i) all necessary data in relation to the active ingredient registration of paraffinic oil CAS 8042- 47-5 to obtain or maintain 
the product registration of Fibro for application on seed potatoes and flower bulbs in the Netherlands; (ii) the studies (including internal studies) and f ield 
trial results started or completed at Closing in relation to the Paraffinic Oil 
Netherlands Divestment Business for the purpose of introducing and selling 
Fibro for application on seed potatoes and flower bulbs in the Netherlands. Where the consent of  third parties is required, the Parties will use their best 
efforts to obtain those third- party consents. For the avoidance of doubt, 
nothing in the Paraffinic Oil Netherlands Divestment Business  prevents the 
Parties from using the aforementioned studies, field trials or any other data to 
develop products with paraffinic oil in the EEA or elsewhere for any type of 
use, with the exception of products with paraffinic oil CAS 8042- 47-5 for 
application on seed potatoes and flower bulbs in the Netherlands.  
 
 
18 9. In ad dition, the Paraffinic Oil Netherlands Divestment Business may, at the request 
of the Remedy -Taker, include the following during the Paraffinic Oil Transitional 
Period:  
(a) the benefit of education and training; and  
(b) the benefit of reasonable support to obtain the registration of Fibro.  
10. At the request of the Remedy -Taker, the Parties will use their best efforts to enable 
the Remedy -Taker to join any (i) existing task forces in relation to the active 
ingredient of paraffinic oil CAS 8042- 47-5 to which the Parties  are a member 
(subject to third party consents) and; (ii) any future task forces to which the Parties 
may become a member, provided that, in all cases, the Remedy -Taker shall agree to 
abide by the relevant terms and conditions of the applicable task force agreement 
and the standards that are applied by the Parties (as the case may be) in the ordinary 
course and pay its pro rata share of costs.  
 
Alternative PGR Divestment Package  
11. The Alternative PGR Divestment Package comprises (i ) the 1,4 Sight PGR Germany 
and Poland Divestment Business; and (ii) the 1,4 Sight PGR Nordics Divestment 
Business. In accordance with section B of these Commitments, the Notifying Party 
commits to Transfer the Alternative PGR Divestment Package as a “crow n jewel” 
remedy if the Parties have not entered into relevant Transfer agreement(s) relating to 
the Biox -M Germany and Poland Divestment Business, and/or the Biox -M PGR 
Nordics Divestment Business by the end of the First PGR Divestiture Period.  
12. The 1,4 Si ght PGR Germany and Poland Divestment Business  includes  the 
following Assets, insofar as they are directly related to 1,4 Sight in Germany and 
Poland:  
(a) the distribution rights pursuant to Belchim’s agreement with DormFresh;  
(b) all relevant marketing and tech nical materials; 
(c) at the request of the Remedy -Taker, any relevant machinery for application 
of 1,4 Sight;  
(d) all relevant customer contracts, commitments and customer orders; 
(e) all relevant customer, credit and other lists and records, including any lists of 
prospective customers and any non- binding season forecasts prepared by the 
customers, historical sales record by customer and future orders where 
available, and estimates of stock levels at customer level ; and any of 
Belchim’s own forecasts for the 2021- 2022 season with the assumptions 
relied on;  
(f) at the request of the Remedy -Taker , the benefit of any education and training 
during the PGR Transitional Period;  
(g) any remaining stock of 1,4 Sight, at the price purchased from DormFresh, with any applicable packagi ng and labels pursuant to which the Remedy -
Taker can sell out such remaining stock using Belchim’s labels, or re -label 
existing packaging for sale by the Remedy -taker at the Remedy -Taker’s cost . 
 
 
19 13. The 1,4 Sight PGR Nordics Divestment Business  includes  the following Assets, 
insofar as they are directly related to 1,4 Sight in the Nordics:  
(a) the distribution rights pursuant to Belchim’s agreement with DormFresh;  
(b) all relevant marketing and technical materials; 
(c) at the request of the Remedy -Taker, any relev ant machinery for application 
of 1,4 Sight ; 
(d) all relevant customer contracts, commitments and customer orders; 
(e) all relevant customer, credit and other lists and records, including any lists of 
prospective customers and any non- binding season forecasts prepa red by the 
customers, historical sales record by customer and future orders where 
available, and estimates of stock levels at customer level ; and any of 
Belchim’s own forecasts for the 2021- 2022 season with the assumptions 
relied on;  
(f) at the request of the  Remedy -Taker , the benefit of any education and training 
during the PGR Transitional Period;  
(g) any remaining stock of 1,4 Sight, at the price purchased from DormFresh, 
with any applicable packaging and labels pursuant to which the Remedy -
Taker can sell out such remaining stock using Belchim’s labels, or re -label 
existing packaging for sale by the Remedy -taker at the Remedy -Taker’s cost.