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, 05.06.2019  
C(2019 ) 4270 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9238 - INEOS Enterprises Holdings Limited / Ashland ’s  Global 
Compound Resin Business and Manufacturing Facili ty in Marl   
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 25 April 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which INEOS 
Enterprises Holdings Limited, part of the INEOS group of companies ( "INEOS ", 
Switzerland ), acquires within the meaning of Article 3(1)(b) of the Merger 
Regulation control of two distinct businesses  of Ashland Global Holdings Inc.  
("Ashland ", US), namely (i) Ashland’s global composites business as well as (ii) its  
manufa cturing plant located in Marl (Germany) by way of a pu rchase of shares and 
assets (“the Transaction”).3 In this decision, INEOS is also referred to as the 
“Notifying Party”; INEOS and Ashland are collectively designated hereinafter as the 
"Parties"; (i) and (ii) are together referred to as the "Target".  
                                                 
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 t hroughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 151,  03.05.2019, p. 14.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 
concerning non -disclosure of business 
secrets and other  confidential 
information. The omissions are shown 
thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
2 1. THE PARTIES  
(2) INEOS is a major multinational chemicals company specialized in the manufacture 
of petrochemicals, specialty chemicals and oil products , globally . 
(3) The Target is active globally in the manufacture of vinyl ester resins ( "VER "), gel 
coats, unsaturated  polyester resins ( "UPR "), benzene and maleic anhydride 
("MAN "), which are intermediate chemical products used in the production of 
composite resins . It is also active  in the manufacture, in Marl (Germany), of 1,4 -
butane -diol ( "BDO "), 2-butene -1,4-diol ( "B2D"), 2-butyne -1,4-diol ( "B3D ") and 
tetrahydrofuran ( "THF "), which are input chemicals for engineering plastics, 
thermoplastic elastomers and specialty solvents.  
2. THE TRANSACTION  
(4) The Transaction consists in the acquisition of sole control by INEOS of parts of 
Ashland, namely (i) Ashland’s global composites business as well as (ii) Ashland’s  
manufa cturing plant located in Marl (Germany)  through a stock and asset purchase 
agreement reached on 14 November 2018. The Target is a business with a market 
presence, to which turnover can be clearly attributed.  
(5) The Transaction therefore constitutes a concentration within the meaning of Article 
3(1)(b)  of the Merger Regulation .  
3. EU DIMENSION  
(6) The undertakings concerned ha ve a combined aggregate worldwide  turnover of more 
than EUR 5 000 m illion4 (INEOS: EUR [35 000 – 40 000]  million; the Target: EUR 
[900 – 1 000]  million ). Each of them ha s an EU-wide turnover in excess of EUR 250 
million  (INEOS: EUR [20 000 – 25 000]  millio n; the Target: EUR [300 - 350] 
million ), but they do not achieve more than two -thirds of their aggregate EU-wide 
turnover within one and the same Member State.  
(7) The notified operation therefore has an EU dimension pursuant to Article 1(2) of the 
Merger Regu lation.  
4. RELEVANT MARKETS  
(8) Within the EEA, t he Transaction leads to only minor horizontal overlaps in each of 
the separate markets for MAN5, benzene6, acetylene7 and formaldehyde .8 However, 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commiss ion 
Consolidated Jurisdictional Notice (OJ C  95, 16.4.2008 , p. 1).  
5  Both Parties manufacture MAN in the US and have only a de minimis  presence in the EEA. The 
Parties’ combi ned market share would remain [0 -5]% at global level and less than [5 -10]% at EEA 
level.  
6  The Target produces de minimis  quantities of benzene. The Parties’ combined market share would 
remain, in any event, well less than [10 -20]% at global level and [0-5]% at EEA level.  
7  See section 5.2.2.1 of the present decision.  
8  See secti on 5.2.3.1 of the present decision.  
3 none of these markets is horizontally affected by the Transaction under any plausible 
relevant product and geographic market definitions.  
(9) The remainder of the present decision will therefore exclusively focus on several 
vertically affected relationships , on the one hand , between styrene and VER and , on 
the other hand , between each of acetylene and formaldehyde with BDO, B2D and 
B3D . 
4.1. Market definitions  
4.1.1.  Composites product chain  
4.1.1.1.  Styrene  
(10) Styrene is an intermediate chemical used  as a base material  for the production of 
polystyrene  and as a co -monomer in the production of several  polymers  and 
synthetic rubbers. In the context of the present case , the Target  uses styrene as an 
input product for the manufacture of UPR s, gel coats  and VERs .  
(11) The Notifying Party submit s that styrene rep resents a separate product market due to 
its physical characteristics and the absence of substitutes in the manufacture of 
polystyrene and other derivatives. It further submit s that the market for styrene is 
either global or at least EEA -wide  in geographic scope .  
(12) In previous decisions, the Commission considered styrene as a separate  product 
market9, whose  geographic scope is either global or EEA -wide given that it is traded 
as a commodity product and that transport costs are low .10 The Commiss ion’s 
market investigation did not reveal any evidence suggesting that an alternative 
market definition should be considered.   
(13) Therefore, for the purpose of the present case, the relevant product market is 
considered to be styrene. As the Transaction does  not raise any competition concern s 
in the market  for styrene even under a narrower EEA -wide scope,  for the purposes of 
the present case, the exact geographic scope of the market  for styrene  can be left 
open between EEA and global.  
4.1.1.2.  VER  
(14) VER is a thermoset resin used for its higher heat, structural and corrosion resistant 
properties. VER is a key component in the production of  corrosion resistant pipes 
and tanks, and is used in  several components in boats and other industrial equipment.  
(15) The Notifying Party submit s that VER constitutes a separate product market  as, 
although it shares certain characteristics with UPRs, it is typically tougher and more 
resilient. The Notifying Party submits that, given the similarities with UPRs, the 
relevant geographic scope should equally be  at least EEA -wide.  
                                                 
9  COMP/M.8015 - Synthos / INEOS Styrenics , paragraph 26 . 
10  COMP/M.8015 - Synthos / INEOS Styrenics , paragraph 27 . 
4 (16) The Commission did not previously assess the market for VER in detail.11 However, 
the Commission’s market investigation did not reveal any evidence suggesting that  
VER are part of  a broader  relevant  product market or further segmented  into 
narrower product markets . For the purpose of the present case, the Commission 
therefore considers that VER constitutes the relevant product market , in particular  
due to the particular characteristics  of VER , such a s increased toughness and 
resilience, which differentiate  them from UPRs. As regards the geographic market 
definition, however, as the Transaction does not raise any competition issues under 
any plausible  geographic scope12, the exact geographic market definition can be left 
open  between EEA and worldwide . 
4.1.2.  Butanediol production chain  
4.1.2.1.  Acetylene  
(17) Acetylene is a gaseous hydrocarbon, which is generally  produced by a chemical 
process where calcium carbide reacts with water, but also from hydrocarbons or as a 
by-product of ethylene production. Acetylene is usually used for glass (lubrication of 
moulds) and metalworking (cutting and welding) applications.  
(18) The Notifying Party submit s that acetylene constitutes a separate product market in 
light of limited supply -side and demand -side substitutability.  
(19) The Commission previously considered industrial gases as separate product market s 
subdivided by distribution channel ( i.e. tonnage, small on -site plants, bulk and 
cylinders)13, though it did not consider the existence of a  particular distribution 
channel via pipeline for acetylene specifically .14 INEOS’  production is 
predominantly used for captive consumption, with its excess supply  of acetylene 
being  sold to a single customer and transported via pipeline  (tonnage supply  mode). 
The Commission’s market investigation did not reveal any evidence suggesting that 
the tonnage supply of acetylene is part of  a broader  relevant  product market or 
further segmented into narrower product markets. For the purpose of the present 
case, the Commission therefore considers that the tonnage supply of acetylene 
constitutes the relevant product market.  
(20) In a previous Commission decision, t he Commission  considered the geographic 
market  for the tonnage supply of a number of industrial gases  to be EEA -wide .15 The 
Commission’s market investigation did not reveal any elements that would  point to  
a smaller geographic market definition for the tonnage supply of acetylene .   
(21) For the purposes of the present case, the Commission therefore considers the 
releva nt market to be the EEA market for tonnage supply of acetylene .  
  
                                                 
11  In COMP/M.8059 - Investindustrial / Black Diamond / Polynt / Reichold , footnote  5, the Commission 
mentioned the market for VER but did not assess it in detail as that concentration did not lead to an 
affected market under any plausible market definition.  
12      See section 5.2.1.  
13      COMP/M. 8480 -  Praxair / Linde , paragraph 91.  
14  COMP/M. 8480 -  Praxair / Linde, paragraph 34.  
15  COMP/M. 8480 - Praxair / Linde, paragraph 105  
5 4.1.2.2.  Formaldehyde  
(22) Formaldehyde is a colourless gaseous compound, which is manufactured from 
methanol and air. It is used as an input product for various applications in the 
manufacture of industrial chemicals, resins, plastics or adhesive for the wood 
industry.   
(23) The Notify ing Party submit s that for the chemical processes used to produce BDO  in 
the Marl plant,  formaldehyde is required. The Parties also submit that the relevant 
geographic market is EEA -wide, or at least regional and comprising Benelux, 
Germany, Austria, Franc e, Switzerland and Italy.  
(24) In its previous decisions, the Commission considered formaldehyde to constitute a 
separate product market.16 As regards the geographic dimension, the Commission 
previously assessed that the relevant geographic market is at most regional , 
depending on the location of the production plant .17 The Commission’s market 
investigation did not reveal any evidence suggesting  that formaldehyde is part of a 
broader relevant product or geographic market . 
(25) Hence, for the purpose of the present  case, the relevant product market is considered 
to be formaldehyde. As regards the geographic market definition, however, as the 
Transaction does not raise any competition concerns,  each at the narrowest plausible  
national  geographic level  and at any relev ant broader regional level , the exact 
geographic definition can be left open  between regional and national markets . 
4.1.2.3.  Butanediol Products (BDO, B2D, B3D)  
(26) BDO is a straight -chain molecule, with a high reactivity, easy to incorporate into 
polymer chains. BDO is used either to act as a chain extender or to confer flexibility 
to polymer chains. It is mainly use for the production of polymers such as polyesters, 
polyurethanes, PTMEG or THF.18 
(27) Beside BDO products, t he Target further  produces B3D and B2D  products , which 
the Parties consider to be long to  niche markets  within the broader market for 
butanediol products . The Target uses a specific manufacturing process (the “Reppe 
method”) which yields either B2D or BDO from the common precursor B3D, itself a 
product of acetylene and formaldehyde19. B3D is mainly applied in metal finishing 
or flame retardants, while B2D is used as a raw material for vitamins and 
agrochemicals.  
(28) The Notifying Party submit s that each of B3D, B2D and BDO can be considered to 
be separate produc t market s given the different applications and end -uses for each 
product. However, it also note s that, as B3D is a precursor to BDO, there is 
significant supply -side substitutability among them, and the Parties are not aware of 
any B2D competitor who does not also produce BDO.  The Notifying Party submits 
that each of the geographic markets for B3D, B2D and BDO are global, but that the 
precise geographic scope can be left open for the purpose of the present case.  
                                                 
16  COMP/M.1813 - Industri Kapital (Nordkem) / Dyno, paragraph 34; COMP/M.2396 - Industri Kapita / 
Perstorp (II) , paragraph 29 . 
17  COMP/M.2396  - Industri Kapital / Perstorp (II), paragraph 48.  
18      Form CO, paragraph 87.  
19      Form CO, paragraph 171 -173. 
6 (29) The Commission previously considered BDO to b e a separate product market.20 The 
possible markets for B3D and B2D have never been previously addressed by the 
Commission.  The Commission’s market investigation confirmed that, from a 
demand -side perspective, these products could belong to separate product  markets 
due to their different properties and suitability to different end -use applications. 
However, from a supply -side perspective, the market investigation suggested a 
strong level of supply -side substitutability between BDO, B2D and B3D. The 
question as to whether these constitute separate relevant product market s can be left 
open for the purpose of the present case , as the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market under any plausible 
market definition  (see sections 5.2.2 and 5.2.3) . 
(30) Concerning the geographic market definition, t he Commission  previously considers 
the market for BDO to be EEA -wide in geographic scope.21 B2D and B3D have not 
been previously assessed by the Commission , but the Com mission’s market 
investigation did not reveal any evidence suggesting that the geographic markets for 
B2D and B3D are part of a  broader or narrower  relevant geographic market than that 
of BDO. Therefore, for the purpose of the present case, the Commission considers 
that the relevant geographic markets for BDO, B2D and B3D are EEA -wide in 
scope.  
5. COMPETITIVE ASSESSMENT  
5.1. Introduction  
(31) The T ransaction does not give rise to any horizontally affected markets.  
(32) Conversely, t he T ransaction gives rise to several vertic ally affected  relationships  
between , on the one hand:  
a. the upstream market for styrene, where INEOS is present; and  
b. the downstream  market for VER, where the Target enjoys an important 
market share,  
and, on the other hand:  
c. the upstream markets for acetylene  (where both Parties are present in the 
production but the Target has no merchant sales ) and formald ehyde (where 
each Party has a small  merchant activity); and  
d. the downstream markets for butanediol products (BDO, B2D and B3D) , 
where the Target enjoys significant market shares.  
(33) The following sections assess every relevant vertically affected links identified 
above . 
  
                                                 
20  COMP/M.2314 - BASF/ Eurodiol / Pantochim , paragraph 18.  
21  COMP/M.2314 - BASF/ Eurodiol / Pantochim , paragraph 58.  
7 5.2. Vertical effects  
5.2.1.  Vertical  link between styrene and VER 
(34) INEOS is active in the manufacture of styrene , which  is an input product for the 
manufacture of VER , where the Target enjoys a market share  above 30% in the 
EEA , thus giving rise to a vertically affected link. 
5.2.1.1.  Input foreclosure  
(35) Input foreclosure is highly unlikely to arise in the present case, given INEOS’s 
limited EEA ( [10-20]%) and worldwide (less than [0-5]%) market shares in the 
upstream market for styrene. In fact, the merged entity would not enjoy a sufficient 
degree of upstream market power in order to be able to engage in an input 
foreclosure strategy.  
(36) In any event, INEOS does not currently supply styrene to any EEA VER 
manufacturer  and several alternative suppliers will remain active in the EEA  market 
for styrene post -Transaction (e.g. Royal Dutch/ Shell ( [10-20]%), 
LyondellBasell/Covestro ( [10-20]%), Repsol SA ( [5-10]%) and BAS F ([5-10]%) 
and on the global market (e.g. Royal Dutch/ Shell ( [5-10]%), Ly ondellBasell ( [5-
10]%), SABIC ( [5-10]%), Total Group ( [5-10]%) and CNPC ( [0-5]%). Therefore, 
the merged entity will have no ability to foreclose access to inputs to its downstream 
competitors in the market for VER . 
(37) As the merged entity would lack the ability to foreclose its downstream rivals, it 
would not benefit from any competitive advantage should it attempt an input 
foreclosure strategy. Given the lack of competitive advantage, there is no incentive 
for the merged entity to foreclose its downstream rivals and thus there would be no 
significant detrimental effect on competition.  
(38) In light of the above, t he Transaction is unlikely to raise any risks of input 
foreclosure  with respect to the vertical link between the market for styrene upstream 
and the market for VER products  downstream . 
5.2.1.2.  Customer foreclosure  
(39) Despite the Target’s strong position in the downstream EEA market for VER, where 
the Target enjoys a [40-50]% market share, customer foreclosure is unlikely to arise 
post-Transaction, given the limited demand for styrene that the Target accounts for 
in the EEA22. 
(40) Market shares in the downstream market for VER are shown in Table 1 under the 
two alternative plausible geographic market definitions as defined in section 4.1.1.2.  
The vertical link between the upstream market for styrene and the downstream 
market for VER only arises u nder the narrower geographic market definition of an 
EEA -wide market for VER.  
                                                 
22   See recital 41 for figures on styrene demand f rom VER producers.  

9 5.2.2.1.  Input foreclosure  
(46) Input foreclosure is highly unlikely to arise in the present case as the merged entity 
would have a  limited  upstream market share of only [10-20]% in the EEA  market for 
the tonnage supply of acetylene. In fact, while both Parties are active in the 
manufacture of acetylene , only INEOS is active in the merchant market with 
pipeline sales to a single customer, [Customer name] , itself active in the bottling and 
resale of acetylene . By contrast, t he Target ’s entire production is destined for captive 
consumption23. Therefore, the merged entity d oes not enjoy any particular market 
power in the upstream market for acetylene.  
(47) Moreover, none of the Parties directly sells acetylene to downstream butanediol 
competitors of the Target. In fact, players active in the  markets for  butanediol 
products are in dependent from the Parties and already have access to sufficient input 
acetylene from alternative, well -established players in the industrial gas industry 
such as Linde, Air Liquide, Air Products, AGA or Messer24. 
(48) While, in practice, some of INEOS’s acetyle ne sold to [Customer name]  could be 
sold to third -party butanediol manufacturers in acetylene cylinders, INEOS has no 
visibility over [Customer name's]  sales of acetylene25 and therefore does not have 
the ability to selectively deny the access to acetylene for downstream butanediol 
competitors of the Target.  Given the existence of alternative suppliers and the lack 
of visibility over [Customer name's]  sales in the merchant market, the merged entity 
would lack the ability  to foreclose its downstream rivals.  
(49) As the merged entity would lack the ability to foreclose its downstream rivals,  it 
would not benefit from any competitive advantage should it attempt an input 
foreclosure strategy. Given the lack of competitive advantage, there is no incentive 
for the merg ed entity to foreclose its downstream rivals and thus there would be no 
significant detrimental effect on competition.  
(50) In light of the above , risks of input  foreclosure  are unlikely  to arise post -Transaction 
with respect to the vertical link between the market for acetylene  upstream and each 
of the plausible downstream EEA or worldwide markets for BDO, B2D and B3D . 
5.2.2.2.  Customer foreclosure  
(51) Despite the relatively high downstream market shares of the Target, in part icular in 
the EEA market for B3D ( [40-50]%), EEA and worldwide markets for B2D ( [90-
100]% and [30 -40]% respe ctively), EEA market for BDO ([40 -50]%) and EEA 
market for BDO, B2D and B3D products ( [40-50]%), customer foreclosure is 
unlikely to arise in the pr esent case, as the Target is fully vertically integrated with 
respect to its sourcing of acetylene for its production of butanediol products.  In other 
words, as it does not currently rely on any upstream manufacturer of acetylene, it is 
unable to reduce  the merchant demand for acetylene . 
(52) Market shares of the Target are shown in Table 2 under every plausible relevant 
alternative product and geographic market definition as defined in section 4.1.2.3 . 
                                                 
23 Form CO, paragraph 168.  
24 Form CO, paragraph 227.  
25 Form CO, paragraph 244.3.  

11 (53) Currently, the Target does not purchase acetylene from any third -party acetylene 
producer for its production of BDO, B2D and B3D . Even if the Target were to rely 
on third -party sales of acetylene, the Transaction is unlikely to raise any risks of 
customer foreclosure as the butanediol industry only represents a very limited 
fraction of the overall demand for acetylene (<5% in the E EA).  Risks of customer 
foreclosure are highly unlikely to arise post -Transaction as the merged entity does 
not have the ability to foreclose upstream competitors in the acetylene market by 
denying them access to an important customer active in the downstre am markets for 
butanediol products . 
(54) As the merged entity would lack the ability to foreclose its upstream  rivals, it would 
not benefit from any competitive advantage should it attempt a customer  foreclosure 
strategy. Given the lack of competitive advantage , there is no incentive for the 
merged entity to foreclose its upstream rivals and thus there would be no significant 
detrimental effect on competition.  
(55) In light of the above, the Transaction is unlikely to raise any risks of customer  
foreclosure with resp ect to the vertical link between the market for acetylene 
upstream and each of the plausible downstream EEA or worldwide markets for 
BDO, B2D and B3D . 
5.2.2.3.  Conclusion  
(56) In light of the above, neither input nor customer foreclosure are likely to  arise post -
Transaction with respect to the vertical link between the upstream EEA  market for 
the tonnage supply of acetylene and each of the plausible  downstream EEA or 
worldwide  markets for BDO, B2D and B3D. Therefore, the Transaction does not 
raise serious doubts as to its compatibility with the internal market in respect of the 
markets for the tonnage supply of acetylene and each of the markets for BDO, B2D 
and B3D . 
5.2.3.  Vertical link between formaldehyde and butanediol products  
(57) In the EEA, both INEOS and the Target produce and sell formaldehyde, which is an 
input for the production of B3D, B2D and BDO , where only the Target is active with 
market shares above 30% . The Transaction therefore gives rise to a vertical ly 
affected link between the upstream market for acetylene and the downstream 
market s for butanediol  products.   
5.2.3.1.  Input foreclosure  
(58) Input foreclosure is highly unlikely to arise in the present case as the merged entity 
would have limited upstream market shar es under every plausible geographic market 
definition . The Parties’ market shares in the formaldehyde market are shown in 
Table 3.   
12 Table 3 - Formaldehyde market shares for all plausible geographic market s, 2018  
Plausible market  Market 
size (t)  INEOS 
sales  INEOS 
market 
share  Target 
sales (t)  Target 
market 
share  Combine
d market 
share  
Belgium  [50 000 – 
100 000]  [80-90]  
 [0-5]%  
 [0 -
10 000]*  [0-20]% [0-20]% 
Germany  [200 000 
– 
300 000] [15 000 
– 
20 000] [5-10]% [0 -
10 000]* [0-5]% [5-15]% 
France  [50 000 – 
100 000]  [400-
500] [0-5]%  
 0 0% [0-5]% 
The Netherlands  [50 000 – 
100 000]  [100 -
150] [0-5]% [0 -
10 000]* [0-20]%  [0-20]% 
Regional Market 
comprising:  
- Belgium  
- Germany  
- France  
- The 
Netherlands  [350 000 
– 
400 000] [15 000 
– 
20 000] [5-10]% [0 -10 000]  
 [0-5]% [5-10]% 
EEA  [800 000 
– 
850 000] [15 000 
– 
20 000] [0-5]% [0 -10 000]  
 [0-5]% [0-5]% 
*The Target has sales of [0 -10 000]t in aggregate, that could be distributed among several  member states; the figures 
shown in Table 3  correspond to the maximum possible level of sales the Target could achieve if all its sales are 
concentrated in a single member state  where INEOS is already present . 
Source: the Parties’ internal estimates  
(59) The Parties’ combined market share s in the upstrea m market remain  limited 
regardless of the geographic scope. Even in the most restrictive region (i.e. 
Germany, where the Parties’ assets are located and the three neighbouring countries 
where INEOS  has sales , namely France, Belgium and the Netherlands ), co mbined 
market shares for the merchant market remain low at a maximum of  [5-10]%. If the 
region were to be expanded to other member states  following the Parties’  proposed  
regional scope (i.e. including Italy , Austria , and Luxembourg ), the Parties’ combined 
market shares would be even lower as they do not have any merchant sales in these  
markets. At  the narrowest possible  national level, market shares would be slightly 
higher in Germany (up to [10-20]%), provided that all of the Target’s sales are 
allocated to Germany , which the Parties have confirmed is not likely to be  the case . 
Therefore, under any plausible geographic market definition, the Parties’ combined 
market share in the upstream market for formaldehyde remains fairly limited, and in 
any event belo w 20%. 
(60) In any event, neither INEOS, nor the Target currently supply formaldehyde to other 
EEA -based suppliers in the market s for butanediol products and numerous 
alternative suppliers of formaldehyde will remain active in this highly fragmented 
market post -Transaction (e.g. Metadynea, Caldic, Kronochem, Hexion), including 
specifically in Germany (with Kronochem and Hexion). Downstream competitors 
for BDO, B2D and B3D therefore already currently have access to sufficient 
formaldehyde to cover their needs bef ore the Transaction, whether internally through 
captive production or on the merchant market.  Therefore, the merged entity will 
have no ability to foreclose access to inputs to its downstream competitors in the 
market s for butanediol products, as these com petitors do not currently rely on 
INEOS or the Target and are able to source formaldehyde from alternative 
manufacturers.  
13 (61) As the merged entity would lack the ability to foreclose its downstream rivals, it 
would not benefit from any competitive advantage sh ould it attempt an input 
foreclosure strategy. Given the lack of competitive advantage, there is no incentive 
for the merged entity to foreclose its downstream rivals and thus there would be no 
significant detrimental effect on competition.  
(62) In light of th e above, risks of input foreclosure are highly unlikely to arise post -
Transaction with respect to the vertical link between the market for formaldehyde 
upstream and each of the plausible downstream EEA or worldwide markets for 
BDO, B2D and B3D . 
5.2.3.2.  Customer fo reclosure  
(63) As shown in Table 2, the Target enjoys important to significant downstream  market 
shares in the EEA market for B3D ( [40-50]%), EEA and worldwide markets for 
B2D ( [90-100]% and [30-40]% respectively), EEA market for BDO ( [40-50]%) and 
EEA market for BDO, B2D and B3D products ( [40-50]%). Nevertheless, customer 
foreclosure is unlikely to arise in the present case given the Target’s limited demand 
for formaldehyde products on the merchant market.  
(64) Despite the Target’s high market shares in the downst ream markets for BDO, B2D 
and B3D, the quantity of formaldehyde required by the butanediol industry in 
general represents only a limited fraction of the overall consumption of 
formaldehyde at EEA level (<3%). In any event, as the Target does not currently 
purchase formaldehyde on the merchant market for its production of BDO, B2D and 
B3D, the merged entity would not have the ability to foreclose  its upstream 
formaldehyde competitors by denying them access to the niche markets of BDO, 
B2D and B3D.  
(65) As the mer ged entity would lack the ability to foreclose its upstream  rivals, it would 
not benefit from any competitive advantage sho uld it attempt a customer foreclosure 
strategy. Given the lack of competitive advantage, there is no incentive for the 
merged entity to foreclose its upstream rivals and thus there would be no significant 
detrimental effect on competition.  
(66) In light of the above, the Transaction is unlikely to raise any risks of customer 
foreclosure with respect to the vertical link between the market for formaldehyde 
upstream and each of the plausible downstream EEA or worldwide markets for 
BDO, B2D and B3D.  
5.2.3.3.  Conclusion  
(67) In light of the above, neither input, nor customer foreclosure are likely to arise post -
Transaction with respect to the vertical link b etween the upstream market for 
formaldehyde, irrespective of its precise geographic market definition at regional or 
national level, and each of the downstream EEA markets for BDO, B2D and B3D.  
Therefore, the Transaction does not raise serious doubts as to  its compatibility with 
the internal market in respect of the markets for formaldehyde and each of the 
markets for BDO, B2D and B3D . 
14 6. CONCLUSION  
(68) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agre ement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission