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, 23.06.2020  
C(2020 ) 4294 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M.9756 – NOURYON / CP KELCO   
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreem ent on the European Economic 
Area2 
Dear Sir or Madam,   
(1) On 14 May 2020, the Commission received notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 
and following a referral pursuant to Article 4(5) there of by which3 Nouryon 
Chemicals International B.V. ("Nouryon", the Netherlands),  solely controlled 
by funds managed by affiliates of the Carlyle group (“Carlyle”, USA), acquires 
within the meaning of Article 3(1)(b) of the Merger Regulation control of the 
carboxymethyl cellulose (“CMC”) business of CP Kelco ApS (Denmark), 
consisting of CP Kelco Oy and certain other assets (“CP Kelco CMC”), 
currently under the control of J.M. Huber Corporation (“Huber”, USA), (the 
“Transaction”). Nouryon is referred to as the “N otifying Party” and, together 
with CP Kelco CMC, as the “Parties .” 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” by “internal market ”. The terminology of  the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C  176 of 26.05.2020 , p. 5.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 1 39/2004 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information omitted has been replaced by 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) Nouryon  (formerly known as Akzo Nobel Specialty Chemicals) is a global 
manufacturer and supplier of specialty chemicals, headquartered in Amsterdam, 
the Netherlands. Nouryon pro duces a wide range of chemicals such as salt, 
chlorine and caustic products , chemical intermediates, surfactants and 
processing chemicals and cellulose derivatives. Nouryon has approximately 
10,000 employees worldwide and operates in over 80 countries.  
(3) Nouryon has its main CMC plant in the Netherlands (Arnhem) and a smaller one 
in Italy (Novara), this lat ter plant accounting for around [5-10]%  of CMC 
production capacity  in the EEA .  
(4) CP Kelco CMC  constitutes  the business , currently under the sole control of  CP 
Kelco Aps  that manufactures and sells CMC. CP Kelco Aps  is itself a subsidiary  
of CP Kelco, a nature -based ingredient solutions company, headquartered in 
Atlanta, Georgia, USA. CP Kelco Aps mainly manufactures and sells pectin and 
carrageenan and it also sells products manufactured by other business units  
within CP Kelco. CP Kelco is a producer of specialty hydrocolloids for use in a 
wide variety of consumer and household products and industrial applications. 
CP Kelco is part of the corporate group of H uber, a corporation organized and 
existing under the laws of the state of New Jersey.  
(5) CP Kelco CMC essentially consists in one single plant, located at in Finland 
(Äänekoski).  
2. THE OPERATION  AND THE CONCENTRATI ON 
(6) On 29 January 2020 Nouryon, CP Kelco ApS and  J.M. Huber Corporation as 
sellers entered into an equity and asset purchase agreement pursuant to which 
Nouryon agreed to acquire all equity interests in CP Kelco Oy as well as certain 
assets held by Huber in connection with the CMC Business .  
(7) Nouryon wil l thus acquire sole control of CP Kelco CMC. The Transaction is 
therefore a concentration within the meaning of Article 3(1)(b) of the EU 
Merger Regulation . 
3. EU DIMENSION  
(8) In accordance with Article 4(5) of the Merger Regulation, the Notifying Party 
requeste d a referral to the Commission on the grounds that the case would be 
reviewable under the national merger control laws of three Member States, 
namely Austria, Cyprus and Germany. No Member State expressed 
disagreement with this request and the case was ref erred to the Commission on 
24 April 2020 .  
 
 
3 4. COMPETITIVE ASSESSMEN T 
4.1. Overview of affected markets  
(9) The Transaction gives rise to a single horizontal overlap. Nouryon and CP Kelco 
CMC both manufacturer CMC, a specialty chemical also known as cellulose 
gum, whic h would thus be horizontally affected .  
(10) The Transaction also gives rise to two vertically affected markets, with respect 
to the production and supply of sodium hydroxide (“caustic soda”) and 
monochloroacetic acid (“MCA”). Nouryon manufactures and sells bot h of these 
products that are important inputs in the CMC manufacturing process. The 
Target neither manufactures nor sells any of these products.  
(11) The Transaction also gives rise to other minor vertical relationships between 
products manufactured by Nouryon that are used in the production of CMC, 
namely salt, hydrochloric acid and hydrogen peroxide (upstream) and CMC 
(downstream) even though these are  minor inputs in the production process. 
Other minor vertical links are created by the fact that CMC is used b y some 
portfolio companies controlled by funds managed by affiliates of the Carlyle 
group, either as an input (in sparkling wine and detergents) or in their 
manufacturing process (to produce polishing and abrasive products ).  
4.2.  Market definitions  
4.2.1.  Carboxymeh yl cellulose (CMC)  
(12) CMC is a water -soluble cellulose ether often sold in the form of a powder. It 
functions as a thickener, binder, stabilizer, protective colloid, suspending agent, 
gelling agent, and flow control agent. It is used in a variety of industrie s (oil & 
gas exploration, manufacturing of detergents, food and beverages, and 
pharmaceuticals), with different purity grades (ranging from 50% to over 
99.5%) depending on the application. Low -purity CMC is called “technical 
CMC”, while higher -purity CMC ( typically above 95%) is called “purified 
CMC”. Within purified CMC, a distinction can be made between purified CMC 
with a purity grade comprised between 95% and 99.5%  (“intermediate -purity 
CMC”) , and purified CMC wit h a purity grade above 99.5% (“h igh-purity 
CMC”). CMC is manufactured by converting cellulose into alkali cellulose 
using caustic soda, and further treating alkali cellulose with MCA. The product 
resulting from  this two -steps process can then be dried, and, in the case of 
higher purity grade, ne utralised with an acid and washed with solvents, before 
being further ground to match the customer’s preferred particle size distribution.  
(13) CMC is used in a number of different applications. Some applications, such as 
pharma and oral care, as well as food, require a specific grade of CMC (high -
purity CMC in both cases), while some applications, such as industrial, paper 
and packaging or mining can use different grades of CMC (within each 
application) depending of the precise use that is being made of the pro duct. In 
addition, some applications, such as pharma and oral care, as well as food, 
involve different regulatory requirements.  
 
 
4 (14) Both parties produce and supply all types of CMC in the EEA, through their 
plants located in the Netherlands and in Italy (Nour yon) and in Finland (CP 
Kelco CMC ). 
4.2.1.1.  Product Market definition  
(A) Commission precedents  
(15) In the past ,4 the Commission examined only once whether the wider market for 
“all cellulose ethers” should be segmented based on the type of a cellulose ether, 
such as meth ylcellulose and derivatives (“MC&D”) or CMC, but ultimately left 
the product market definition open. It should be noted that on that occasion, the 
Commission did not consider a further sub -segmentation either by purity grade 
or end -use application .  
(B) Positi on of the Notifying Party  
(16) The Notifying Party submits that the relevant product market should be defined 
as the overall market for the manufacture and supply of CMC.5 The Notifying 
Party acknowledges that there are certain demand -side substitutability 
limitations that could justify a further segmentation between the technical and 
purified CMC grades.6  However, the Notifying Party takes the view  that there is 
a strong degree of supply -side substitutability between different purity grades of 
CMC.7  
(17) In additi on, the Notifying Party discusses a potential segmentation of the CMC 
market by end -use application, proposing a distinction between (i) Pharma & 
Oral care, (ii) Food & Beverage, (iii) Mining, (iv) Paper & Packaging and (v) 
Consumer & Industrial end -use ap plications.8 In any event, the Notifying Party 
considers that the precise definition of the CM C market can be left open since 
the proposed Transaction does not raise competition concerns, regardless of how 
the markets are defined.9  
(18) Nonetheless, the Notify ing Part itself seems to suggest that a sub -segmentation 
by grade might be appropriate, while on the contrary, a sub -segmentation by 
application might not, since within the same grade CMC does not differ across 
applications. It submits market data for over all CMC, by grade and by 
application . 
(C) Results of the market investigation and conclusion  
(19) The results of the market investigation confirmed that the vast majority of 
customers do not consider CMC to be substitutable with any other types of 
                                                 
4  See Case M. 4550 - DOW Chemical Company/Wolff Walsrode , decision  of 20 June 2007 . 
5  Form CO, paragraph 81.  
6  Form CO, paragraphs 82 – 84. 
7  Form CO, paragraph 85 – 92. 
8  Form CO, paragraph 93.  
9  Form CO, paragraph 94.  
 
 
5 cellulose ethers , notably croscarmelose  (a cellulose ether consisting of cross -
linked CMC) .10 
(20) The results of the market investigation were somewhat mixed as to the question 
whether the different purity grades of CMC (technical, intermediate -purity and 
high-purity) are subst itutable from a demand perspective. While about a third  of 
responding customers indicated there is no substitutability at all between the 
three different grades, two other fractions, almost equal in strength as the first 
one indicate either that intermedia te-purity  CMC can be substituted with  high-
purity CMC , but not with technical CMC , or that all purity  grades can be 
substituted. The market investigation therefore shows that customers clearly 
distinguish   technical CMC from  higher purity grades of CMC. However, the 
results of the market investigation do not allow the Commission to conclude 
regarding the ability of customers to substitute high-purity CMC with 
intermediate -purity CMC.11 At the same time, there are indications that there is 
no supply -side sub stitutability between the different purity grades of CMC. 12 
(21) In view of the above, the distinction between technical and purified CMC 
appears relevant. Furthermore, it cannot be excluded that a further distinction 
should be made within purified CMC between intermediate -purity and high -
purity CMC.  
(22) With respect to a potential segmentation of CMC by applications, the 
customers ’ responses to the market investigation firmly indicate d that there is no 
substitutability across applications , therefore rejecting the Parties’ argument in 
this respect .13 This lack of demand -side substitutability is not surprising given 
the different requirements, regulatory or in terms of grade or quality, that exist 
for each application.  A majority of competitors  nonetheless expressed  the 
opinion that they can switch production between CMC for different applications 
very easily and do so routinely.14 The Commission notes  in this respect that 
competitors cannot switch production across different purity grades , and 
consequently would not be  able to switch production for one or more given 
applications across purity grades . However , should  a potential segmentation by 
application be made , this distinction would cease to be relevant within a given 
purity grade, for the above -mentioned supply -side substitutability reasons : if a 
CMC producer attempted to increase prices for a given application within a 
given CMC grade, other producers manufacturing the same grade of CMC (but 
possibly for different applications) would be able to increase their outpu t of th is 
very same grade and application of CMC very easily (and they do so routinely). 
As a result, the Commission considers that only the potential segmentation of 
CMC by grade is relevant, and that, for the above -mentioned supply -side 
substitutability reasons, a potential sub -segmentation of CMC by application is 
not relevant.  
                                                 
10  Replies to question 6 of Q1 - Questionnaire to CMC  customers.   
11  Replies to question s 8 and 8 .2 of Q1 - Questionnaire to CMC  customers.  
12  Replies to question 4 of Q2  - Questionnaire to CMC  competitors . 
13  Replies to question s 7 and 9  of Q1 - Questionnaire to CMC  customers.  
14  Replies to question 5 of Q2  - Questionnaire to CMC  competitors . 
 
 
6 (23) Ultimately , for assessing the  Transaction, Commission considers that a potential 
segmentation of CMC by application would not be relevant. As regards a 
potential segmentation of CMC by grade, the Commission considers that the 
exact scope of the product market definition can be left open between CMC as a 
single product or segmented between technical and purified CMC or segmented 
between technical, intermediate -purity and high -purit y, since the Transaction 
does not give rise to serious doubts as to its compatibility with the internal 
market under any of the various combinations of the above -mentioned 
alternative market definitions.  
4.2.1.2.  Geographic market definition  
(A) Commission precedents  
(24) In the past ,15 the Commission considered that the market for cellulose ethers was 
more likely to be EEA -wide rather than worldwide, ultimately leaving the 
question open .  
(B) Position of the Notifying Party  
(25) The Notifying Party submits that the relevant geographi c market is global in 
scope . It argues that  the costs of shipping CMC overseas are low, the non -
hazardous nature of CMC makes it suitable for worldwide shipment, and there 
are no regulatory barriers to selling in the EEA.16 Moreover, the Notifying Party 
stresses that more than half of the Parties' combined CMC sales are made 
outside the EEA.17 The Notifying Party also emphasises that there are 
significant volumes of Chinese and Turkish imports of CMC in the EEA market 
(in 2018, 11% of the EEA CMC consumption was imported from Turkey and 
5% was imported from China) .18 
(C) Results of the market investigation and conclusion  
(26) The results of the market investigation confirmed to some extent the view of the 
Notifying Party, pointing towards the existence of a geographic market for CMC 
and its potential sub -segments that would be larger than the EEA.  
(27) The market investigation revealed that a majority of customers would consider 
procuring CMC outside the EEA in case of a small but significant non -transitory 
increase in CMC pr ices in the EEA.19 Consistent with this, a majority of 
customers mentioned that they consider CMC supplied by Chinese and Turkish 
suppliers , but not suppliers from North or South America,  as a credible 
                                                 
15  See Case Comp/M. 4550 - DOW Chemical Company/Wolff Walsrode , decision of 20 June 2007 . 
16  Form CO, paragraphs 96 – 100. 
17  [60-70]% of the CMC produced by CP Kelco within the EEA is exported and sold outside the EEA, and 
for Nouryon, [40 -50]% of the CMC produc ed within  the EEA was sold outside of the EEA. See also 
paragraphs 101 and 102 of the form CO.  
18  Form CO, paragraphs 103 – 105. 
19  Replies to question  11 of Q1 - Questionnaire to CMC  customers.  
 
 
7 alternative to CMC supplied by Nouryon or CP Kelco for the supply of CMC 
for their plants in the EEA.20  
(28) However, it should be noted that the customers’ responses were inconclusive as 
to whether there exist some factors that they consider as barriers to procuring 
CMC outside the EEA . Logistic and supply chains factors, as well as higher 
transportation costs, a re mentioned a mong these barriers.21  
(29) As regards  competitors, a majority among them  consider s that there are no 
barriers to supplying CMC from  areas  outside the EEA to customers located in 
the EEA at competi tive terms.22 One competitor suggested that the relevant 
geographic market might encompass Europe, the Middle East and Africa.23  
Competitors r espond ing to the market investigation took the view that there 
were no regulatory requirement s for selling CMC in t he EEA, and in particular,  
that CMC was exempted from REACH24 registration.25  
(30) In light of the above, the Commission considers that the relevant geographic 
market for CMC is more likely to be wider than EEA -wide , possibly 
encompassing  Europe, Middle East and  Africa (EMEA), and including CMC 
producers from China as well , but not North and South America . For the 
avoidance of doubt, throughout all this decision, the term “worldwide” will be 
deemed to encompass the entire world, including North and South America;  
while “EMEA” will be used when referring to the geographic zone comprising 
Europe, Middle East and Africa , plus China .  In any event,  for the  purposes of 
assessing the Transaction, the exact scope of the geographic market definition 
can be left open since  under both an EEA -wide or larger  geographic market 
definition  (EMEA, or world -wide) , the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market . 
4.2.2.  Caustic soda  
(31) Caustic soda is a white and odourless compound that ab sorbs moisture. It is a 
by-product derived from the production of chlorine. It is a commodity product 
that can be supplied in a liquid or solid form.  
(32) It has a wide range of applications and its use for the production of CMC only 
absorbs a negligible part of total demand. Caustic soda can be used as a raw 
material for the production of sodium hypochlorite, the treatment of bauxite 
(from which alumina is produced), as a pH balancer in a number of chemical 
                                                 
20  Replies to question  12 of Q1 - Questionnaire to CMC  custom ers. See also replies to question 11.2 of Q1 - 
Questionnaire to CMC  customers.  
21  Replies to question  13 of Q1 - Questionnaire to CMC  customers.  
22  Replies to question  9 of Q2  - Questionnaire to CMC  competitors . See also replies to question 8 of Q2  - 
Quest ionnaire to CMC  competitors . 
23  Replies to question  9 of Q2  - Questionnaire to CMC  competitors, as well as the non -confidential minutes 
of a call with a CMC competitor on 7 May 2020.  
24  Regulation (EC) No 1907/2006 of the European Parliament and of the Cou ncil on the Registration, 
Evaluation, Authorisation and Restriction of Chemicals (REACH) . The REACH legislation addresses the 
production and use of chemical substances, and their potential impacts on both human health and the 
environment.  
25  Replies to que stion  9 of Q2  - Questionnaire to CMC  competitors .  
 
 
8 processes, for the treatment of sewage, for washing a nd cleansing food storage 
containers  amongst others . 
4.2.2.1.  Product market definition  
(A) Commission precedents  
(33) The Commission has previously26 considered caustic soda to constitute a  
separate product market. It has ultimately left open whether liquid and solid 
causti c soda constitute two separate product markets, but found that any further 
segmentation within liquid or solid caustic soda would not be appropriate, given 
that most producers can easily p roduce different concentrations .  
(B) Position of the Notifying Party  
(34) The Notifying Party submits that the caustic soda segment is a separate market, 
distinct from other chemical products, but that any further division of the caustic 
soda market by its form, that is to say  liquid or solid, is not appropriate, due to 
supply -side substitutability.27 
(C) Results  of the market investigation and conclusion  
(35) The market investigation did not provide any indications suggesting that the 
Commission should depart from its past decisional practice.  
(36) In any event, the Commission considers that, fo r the purpose of the present case, 
the exact scope of the product market definition for caustic soda can be left 
open, since the Transaction does not raise serious doubts as to its compatibility 
with the internal market, regardless of the product market de finition ( that is to 
say an overall market for caustic soda or a segmentation by form).  
4.2.2.2.  Geographic market definition  
(A) Commission precedents  
(37) In the past, the Commission considered that the geographic market for caustic 
soda was at least North -West Europe (Be lgium, Luxembourg, Netherlands, 
Denmark, France, Ireland, Sweden, Norway and the United Kingdom) and 
might even be EEA -wide in scope .28  
(B) Position of the Notifying Party  
(38) The Notifying Party submits that the geographic dimension of the caustic soda 
market is at least EEA -wide in scope, if not worldwide. In support of this, the 
Notifying Party puts forward arguments like intercontinental trade flows of 
caustic soda between the EU, the Americas and the Middle East and the ease 
                                                 
26  See Case COMP/M.6218 , Ineos/Tessenderlo , decision of 26 July 2011 and Case COMP/M.4734, 
Ineos/Kerlineg , decision of 30 January 2008.  
27  Form CO, paragraphs 111 – 112. 
28  See Case COMP/M.6218 Ineos/Tesse nderlo , decision of 26 July 2011  
 
 
9 and low costs of transport.29 The No tifying Party ultimately submits that the 
precise geographic market definition for caustic soda can be left open in this 
case, as the Transaction will not lead to any competition concerns under any 
market definition .30 
(C) Results of the market investigation an d conclusion  
(39) The market investigation did not provide any indications suggesting that the 
Commission should depart from its past decisional practice.  
(40) In any event, the Commission considers that, for the purpose of the present case, 
the exact scope of the g eographic market definition for caustic soda and its sub -
segments can be left open, since the Transaction does not raise serious doubts as 
to its compatibility with the internal market, regardless of the geographic market 
definition ( that is to say  North W est- Europe , EEA or worldwide).  
4.2.3.  MCA  
(41) MCA is an intermediate chemical produced by the reaction of acetic acid and 
chlorine. It is used for the synthesis of other chemical products. It is generally 
sold in liquid solution, flakes, molten or sodium salt. MCA i s used in the 
production of CMC, surfactants, thioglycolic acid and various applications, such 
as agrochemicals, pharmaceutical, food and personal care industries and others. 
MCA comes in various purity grades. For CMC applications,  customers tend to 
prefe r MCA with a higher purity grade . 
4.2.3.1.  Product market definition  
(A) Commission preceden ts 
(42) In the past ,31 the Commission has found that MCA may be considered as a 
separate product market in its main applications, where it has no substitutes. The 
Commission has not e ndorsed a further sub -segmentation of the MCA market.  
(B) Position of the Notifying Party  
(43) The Notifying Party agrees with the Commission precedents that MCA should 
be considered as a separate product market, without further segmentation.32 The 
Notifying Party a lso submits that the precise product definition for MCA can be 
left open in this case, as the Transaction will not lead to any competition 
concerns under any market definition .33 
(C) Results of the market investigation and c onclusion  
(44) The market investigation di d not provide any indications suggesting that the 
Commission should depart from its past decisional practice.  
                                                 
29  Form CO, paragraph 116.  
30  Form CO, paragraph 117.  
31  See Case IV/M.390 Akzo / Nobel Industrier , decision of 10 January 1994.  
32  Form CO, paragraphs 124 – 125. 
33  Form CO, paragraph 126.  
 
 
10 (45) As a result , the Commission considers that, for the purpose of the present case, 
MCA should be considered as a separate product market, without fu rther 
segmentation  . 
4.2.3.2.  Geographic market definition  
(A) Commission precedents  
(46) In the past,34 the Commission has examined MCA on a regional basis (Western 
Europe).  
(B) Position of the Notifying Party  
(47) The Notifying Party argues that at present the geographic market def inition 
should be at least EEA -wide since there are ample flows of MCA across the 
EEA, transport costs are low and there are no significant price differentials 
across the EEA .35 
(48) The Notifying Party also submits that the Commission, in its Decision of 31 
October 2019 in C ase SA.38330 (2016/FC) – Poland  36, considered market 
shares for two plausible geographic markets, namely the EEA market, and the 
combined EEA and USA market.37 
(49)  The Notifying Party  submits that the precise geographic market  definition for 
MCA can be left open in this case, as the Transaction will not lead to any 
competition concerns under any market definition .38  
(C) Results of the market investigation and conclusion  
(50) The market investigation did not provide any indications suggesting that the 
Commi ssion should depart from its past decisional practice.  
(51) However ,the Commission considers that recent developments in the MCA 
market, including its Decision on Case SA.38330 (2016/FC) – Poland could 
point to the conclusion that a Western Europe geographic m arket definition is 
not relevant anymore.  
(52) In any event , the Commission considers that, for the purpose of the present case, 
the exact scope of the geographic market definition for MCA can be left open, 
since the Transaction does not raise serious doubts as  to its compatibility with 
the internal market, regardless of the geographic market definition ( that is to say  
regional  (Western Europe) , EEA -wide  or the combined EEA  and USA  market ). 
                                                 
34  See Case IV/M.390 Akzo / Nobe l Industrier , decision of 10 January 1994 . 
35  Form CO, paragraphs 128 - 130 
36  Letter to the Member State in working language    
Official Journal: JOCE C/144/2020  of 17.04.2020  
https://ec.europa.eu/competition/state_aid/cases1/202016/282908_2148733_65_2.pdf  
37  case SA.38330 (2016/FC) – Poland  ;  paragraph 146  
38  Form CO, paragraph 131  
 
 
11 4.3.  Competitive assessment  
4.3.1.  Horizontal overlap in the manufacture of Carboxy methyl cellulose (CMC) : Non-
coordinated effects  
4.3.1.1.  Introduction  
(53) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they would significantly impede  effective competition in the internal 
market or in a substantial part of it.  
(54) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the "Horizontal Merger Guidelines") distinguish between 
two main ways in which mer gers between actual or potential competitors on the 
same relevant market may significantly impede effective competition, namely 
non-coordinated effects and coordinated effects.39  
(55) Non-coordinated effects may significantly impede effective competition by 
eliminating the competitive constraint imposed by each merging party on the 
other, as a result of which the merged entity would have increased market power 
without resorting to coordinated behaviour. According to recital (25) of the 
preamble of the Merger Reg ulation, a significant impediment to effective 
competition can result from the anticompetitive effects of a concentration even 
if the merged entity would not have a dominant position on the market 
concerned. In this regard, 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.40  
(56) 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. Not all of these factors need to be present for significant non -
coordinated effects to be likely. The list of factors, each of which is not 
necessar ily decisive in its own right, is also not an exhaustive list.41  
4.3.1.2.  Market structure  
(57) Both Parties are active in the supply of all grades of CMC in the EEA and 
worldwide. CP Kelco CMC produces CMC exclusively in one single plant, 
located at Äänekoski (Finland) . This plant  has the capability to produce all types 
of CMC, with a focus on purified CMC. Nouryon produces technical CMC in its 
Novara plant (Italy) and high purity CMC in its Arnhem plant (the Netherlands). 
Nouryon has the possibility to produce CMC with  intermediate purity by mixing 
                                                 
39  OJ C 31, 05.02.2004, p. 5.  
40  Horizontal Merger Guidelines, paragraphs 24 -38.  
41  Horizontal Merger Guidelines, paragraphs 24 -38. 
 
 
12 the outputs of these two plants. [Business secrets – Information redacted 
regarding commercial strategy].42 
Table 1: The Parties’ plants and their respective capacity  in the EEA , 2019  
Purity grade  Noury on CP Kelco CMC  Parties combined  
Arnhem 
(Netherla
nds) (kt)  Novara 
(Italy) (kt)  Nouryon 
total 
capacity 
(kt) Nouryon’s 
capacity 
share  Äänekoski 
(Finland) 
(kt) CP 
Kelco’s 
capacity 
share   
Parties’ 
combined 
total 
capacity 
(kt) Parties’ 
combined 
capacity 
shar e Parties’ 
combined 
capacity 
share – 
excluding 
Novara  
All purities  [Business 
secret – 
capacity 
informati
on] [Business 
secret – 
capacity 
informati
on] [Business 
secret – 
capacity 
informati
on] [10–20]%  [Business 
secret – 
capacity 
informati
on] [30–40]%  [Busin ess 
secret – 
capacity 
informati
on] [40–50]%  [40–50]%  
Technical CMC  [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informati
on] [10–20]%  [Business 
secret – 
capacity 
informatio
n] [20–30]%  [Busin ess 
secret – 
capacity 
informati
on] [30–40]%  [20–30]%  
All purified CMC  [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informati
on] [5–10]%  [Business 
secret – 
capacity 
informatio
n] [40–50]%  [Bus iness 
secret – 
capacity 
informati
on] [50–60]%  [50–60]%  
Purified 
CMC  (58) 95% < 
Purity   
< 99.5%  [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informati
on] Not 
provided  [Business 
secret – 
capacity 
informatio
n] Not 
provided  [Business 
secret – 
capacity 
informati
on] Not 
provided  Not 
provided  
Purity   
> 99.5%  [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informatio
n] [Business 
secret – 
capacity 
informati
on] Not 
provided  [Busines s 
secret – 
capacity 
informatio
n] Not 
provided  [Business 
secret – 
capacity 
informati
on] Not 
provided  Not 
provided  
Source: Notifying Party’s estimates  
(59) At worldwide level , the Notifying Party’s estimates of the Parties  and their 
largest competitors volume -based and value -based sales market shares are 
shown in Table 2. 
(60) The Notifying Parties did not provide market shares at the EMEA level, since 
this possible geographic delineation of the CMC market came up as  the result  of 
the market investigation. However, the Parties’ market shares at such a level are 
lower than their combined EEA ones.43 This means that the EEA market shares 
discussed below will be an over -estimation of the Parties’ position in the more 
likely geograph ic market of the EMEA.  
Table 2: Market share estimates for CMC by purity grade worldwide, 2019  
 Value  Volume  
Nouryon  CP Kelco 
CMC  Combined  Nouryon  CP Kelco 
CMC  Combined  
All purities  [5–10]%  [10–20]%  [20–30]%  [0–5]% [10–20]%  [10–20]% 
Technical CMC  [5–10]%  [5–10]%  [10–20]%  [5–10]%  [5–10]%  [10–20]%  
Purified CMC  [5–10]%  [10–20]%  [20–30]%  [0–5]% [10–20]%  [10–20]%  
Source: Notifying Party’s estimate  
                                                 
42  The important differences between the capacity shares provided in Table 1 and the EEA market shares 
provided in Table 3 to Table 6 is due to the fact that part of the CMC produced within the EEA by the 
Parties is exported and sold outside the EEA ([60 -70]%  for CP Kelco and [40 -50]% for Nouryon).  
43  See submission by the Notifying Party, by e -mail of 22.06.2020 . 
 
 
13 (61) At the EEA  level , the Notifying Party’s estimates of the Parties’ and their 
largest co mpetitors’ volume -based and value -based sales market shares are 
shown in  Table 3. The Notifying Party also provided estimates of the Parties’ 
volume -based and value -based market shares in the EEA by purity grade (  
  
 
 
14 (63) Table 4).  
Table 3: Market share estimates for CMC in the EEA, 2019.  
 Supplier  Value  Volume  
Sales (million 
EUR)  Share  Volume (kt)  Share  
Nouryon  [Business secret – 
sales information]  [10–20]%  [Business secret – 
sales information]  [5–10]%  
CP Kelco CMC  [Business secret – 
sales information]  [20–30]%  [Business secret – 
sales information]  [10–20]%  
Combined  [Business secret – 
sales information]  [30–40]%  [Business secret – 
sales information]  [20–30]% 
Ashland  [Business secret – 
sales information]  [10–20]% -[10–20]%  [Business secret – 
sales information]  [10–20]%  
Lamberti  [Business secret – 
sales information]  [10–20]%  [Business secret – 
sales information]  [5–10]%  
DuPont  [Business secret – 
sales infor mation]  [5–10]% -[10–20]%  [Business secret – 
sales information]  [5–10]%  
Mikro -Technik  [Business secret – 
sales information]  [5–10]% -[5–10]%  [Business secret – 
sales information]  [5–10]%  
Mare  [Business secret – 
sales information]  [0–5]% -[5–10]%  [Business secret – 
sales information]  [5–10]%  
Others  [Business secret – 
sales information]  [0–5]% -[20–30]%  [Business secret – 
sales information]  [20–30]%  
Total  […] 100%  […] 100%  
Source: Notifying Party’s estimates  
 
  
 
 
15 Table 4: Market share es timates for CMC by purity grade in the EEA, 2019  
 Value  Volume  
Size of the 
market 
(million 
EUR)  Nouryon  CP Kelco 
CMC  Combined  Size of the 
market 
(kt) Nouryon  CP Kelco 
CMC  Combined  
All purities  [Confident
ial 
informatio
n] [10–20]%  [20–30]%  [30–40]%  [Confi den
tial 
informati
on] [5–10]%  [10–20]%  [20–30]%  
Technical CMC  [Confidenti
al 
information
] [5–10]%  [10–20]%  [20–30]%  [Confident
ial 
informatio
n] [5–10]%  [10–20]%  [10–20]%  
Purified 
CMC  (64) Interme
diate 
purity    
95%-
99.5%  Not 
provided44 Not 
provided  Not 
provided  Not 
provided  [Confident
ial 
informatio
n] [0–5]% [30–40]%  [40–50]%  
High 
purity   
> 99.5%  Not 
provided  Not 
provided  Not 
provided  Not 
provided  [Confident
ial 
informatio
n] [10–20]%  [5–10]%  [10–20]%  
All purified CMC  [Confidenti
al 
information
] [10–20]%  [10–20]%  [30–40]%  [Confident
ial 
informatio
n] [5–10]%  [20–30]%  [30–40]%  
Source: Notifying Party’s estimates  
(65) For illustrative purposes, the Commission not es that the Parties have also 
provided estimates of their volume -based (only) supply shares in the EEA by 
applic ation ( Table 5), as well as by applications within each purity grade ( Table 
6). 
Table 5: Supply share estimates for CMC (all purities)  by applications  in the EEA, 
2019 (by volume)  
 Size of the market 
(kt) Nouryon  CP Kelco CMC  Combined  
All applications  [Confidential 
information]  [5–10]%  [10–20]%  [20–30]%  
Consumer & Industrial & Others  [Confidential 
information]  [5–10]%  [20–30]%  [20–30]%  
Paper & Packag ing [Confidential 
information]  [0–5]% [20–30]%  [30–40]%  
Food & Beverage  [Confidential 
information]  [0–5]% [5–10]%  [10–20]%  
Pharma & Oral Care  [Confidential 
information]  [20–30]%  [0–5]% [20–30]%  
Mining  [Confidential 
information]  [0–5]% [90–100]%  [90–100]% 
Source: Notifying Party’s estimates  
  
                                                 
44  The Notifying Party explains that it was not possible to provide value shares for the two potential sub -
segments of Purified CMC because industry reports do not contain such information. Accordingly, the 
Notifying Party only provided volume shares for  these two sub -segments, basing their calculation on the 
assumption that the highly purified market corresponds to the regulated industries (i.e. Food, Pharma, 
Personal Care).  
 
 
16  
Table 6: Supply share estimates for CMC (all purities) by applications within each 
purity grade in the EEA, 2019 (by volume)  
Purity g rade  Technical CMC  Intermediate -purity CMC  High -Purity CMC  
 Noury
on CP 
Kelco 
CMC  Combin
ed Noury
on CP 
Kelco 
CMC  Combi
ned Noury
on CP 
Kelco 
CMC  Combi
ned 
All applications  [5–
10]%  [10–
20]%  [20–
30]%  [0–5]% [30–
40]%  [40–
50]%  [10–
20]%  [5–
10]%  [10–
20]%  
Consumer & Industrial & Others  [10–
20]%  [20–
30]%  [30–
40]%  [5–
10]%  [20–
30]%  [20–
30]%  [0–5]% [10–
20]%  [10–
20]%  
Paper & Packaging  [5–
10]%  [5–
10]%  [10–
20]%  - [30–
40]%  [30–
40]%  - - - 
Food & Beverage  - - - - - - [0–5]% [5–
10]%  [10–
20]%  
Pharma & Oral Care  - - - - - - [20–
30]%  [0–5]% [20–
30]%  
Mining  [10–
20]%  [80–
90]%  [90–
100]%
45 - [90–
100]%  [90–
100]%  - - - 
Source: Notifying Party’s estimates  
 
(66) Within the EEA, i n a possible overall CMC market , that is without any further 
distinction by purity grade  the Parties have a combined market share of [30–
40]% (with an increment of [10–20]% , brought by Nouryon) on a value basis and 
of [20–30]% (with an increment of [5–10]%  brought by Nouryon) on a volume 
basis. On a volume basis there are five competitors in the EEA with market 
shares higher than the increment brought by Nouryon. On a value b asis, the re 
are three  competitors in the EEA with a market share similar to the increment 
brought by Nouryon . 
(67) Looking at a potential segmentation by purity grade , the Parties’ activities 
appear complementary to some extent. For technical CMC, the Parties’ 
combined market share in the EEA is of [10–20]%  (with an increment of [5–
10]%  brought by Nouryon)  on a volume basis and of [20–30]%  (with an 
increment of [5–10]%  brought by Nouryon) on a value basis . For the high purity 
grade the market share is  [10–20]%  (with an increment of [5–10]%  brought by 
Nouryon) by volume .  
(68) The Parties’  combined volume -based market share for the intermediate purity 
grade is [40–50]%  (with a [0–5]% increment from Nouryon), but Nouryon is 
present in this segment [Business secrets – Information redacted regarding 
production secrets]  in comparison with other players, who can manufacture 
intermediate purity grade CMC in a single site with a dedicated production line. 
[Business secrets – Information redacted regarding production secrets] . 
(69) On an overall purified CMC market, combining the intermediate and high -purity 
grades, the Parties’ combined market share would be [30–40]%  (with an 
increment of [5–10]%  by Nouryon) on a volume -basis and of [30–40]% (with an 
increment of [10–20]%  by Nouryon)  
                                                 
45  Volumes of technical CMC sold for mining applications in the EEA were less th an [Business secrets – 
Information redacted regarding sold volumes] in 2019 . 
 
 
17 (70) Looking at application s for illustrative purposes and as an indication of 
closeness of competition between the Parties, the Commission notes that  the 
Parties’ portfolios also appear to complement each other, with a strong focus of 
CP Kelco CMC on the mini ng and paper industries ( [40-50]%  of CP Kelco’s 
CMC sales, but less than [10-20]% of Nouryon’s CMC sales ), while Nouryon 
instead focuse s on supplying the pharmaceutical sector (about [50-60]%  of its 
CMC sales , but less th an [5-10]%   of CP Kelco CM C’s sales ). 
(71) Their combined EEA market share s are [20–30]%  in the pharma and oral care 
segment (with a [0–5]% increment from CP Kelco CMC), [30–40]%  in the 
paper and packaging segment (with a [0–5]% increment from Nouryon), and as 
high as [90–100]% (with a [0–5]% increment from Nouryon) in the mining 
segment. According to the Notifying Party, t hese market shares would not 
materially change by different purity grades for those  application s where 
different purity grades are used .46  
4.3.1.3.  The Notifying Party’s position  
(72) The Not ifying Party argues that the level of combined market shares  should not 
be a cause for concern, since  the are many strong remaining rival CMC 
suppliers (such as Ashland, DuPont, Lamberti, Mare, Mikro -Technik, Barzaghi, 
Chongqing Lihong Fine Chemicals and U SK Kimya) that will continue to exert 
strong competitive pressure on the merged entity on all possible segments of the 
CMC market in the EEA .47 The Notifying Party also submits that there is 
sufficient spare production of CMC capacity in the EEA and world -wide in 
order to ensure competition post -Transaction.48 In addition, the Notifying Party 
points out that actual and potential future entries act as a further constraint on 
CMC manufacturers, since the barriers to enter the CMC market are low.49  
(73) The Notifying  Party claims that imports of CMC from outside the EEA are an 
additional source of competitive pressure since CMC is easily transportable 
across the EEA  and transport costs as well as trade barriers and tariffs are low.50 
In 2018, 11% of the EEA CMC consump tion was imported from Turkey and 5% 
was imported from China.  
(74) The Notifying Party further explains that customers can easily switch among 
CMC suppliers, since long term contracts ( with a duration of more than 2 years) 
are infrequent in the CMC industry, mu lti-sourcing is a common practice among 
customers, and qualification processes that customers need to carry out before 
purchasing from a new supplier are not a barrier to switching.51 
(75) Finally, the Notifying Party argues that the Parties are not close compet itors, 
given their different focus regarding CMC customers and applications, their 
complementary footprint being a key driver of this transaction.52 The Notifying 
                                                 
46  See submission  by the Notifying Party , by e-mail of 22.06.2020.  
47  Form CO, paragraphs 175 – 208. 
48  Form CO, paragraphs 224 – 226. 
49  Form CO, paragraphs 219 -223. 
50  Form CO,  paragraphs 227 – 230. 
51  Form CO, paragraphs 209 – 218. 
52  Form CO, paragraphs 231 – 241. 
 
 
18 Party further submits that because  of their different focuses, the Parties have no 
customers i n common.53  
4.3.1.4.  Results of the market investigation  and assessment   
(76) In light of the results of the market investigation, the Commission considers that 
the Transaction does not lead to  a significant impediment to effective 
competition  due to horizontal non -coordinated effects for the following reasons:  
(77) First, on a potential overall market for CMC  the market investigation showed 
that customers and competitors consider that there are around five credible CMC 
suppliers in the EEA  (including the Parties , Ashland, Du Pont and Lamberti ). 
When asked about credible CMC suppliers also from outside the geographical 
limits of the EEA,  the results of the market investigation point to a more 
important  number of credible suppliers (more than five) from the customer’s 
perspectiv e.54 These are mainly suppliers from Turkey and China.  Competitors  
consider the number of credible suppliers at this wider level to be around ten, or 
more. Therefore, competitors also identify a number of their peers who are not 
yet active in the EEA , which  customers located in the EEA do not consider as 
credible suppliers . Thus , competitors consider that Denkim and USK Kimia 
(two Turkish producers)55 would rank  just below the above mentioned top five 
suppliers in the EEA in terms of competitive strength. This number of credible 
suppliers does not change by purity grade or application.56 In light of this, the 
Commission considers that post -Transaction, there will be a sufficient number 
of credible suppliers of CMC to customers based in the EEA.  
(78) While the Partie s are generally considered as strong suppliers for CMC, some of 
their peers would also qualify as strong suppliers . This is in particular the case 
of Ashland, DuPont and Lamberti . For all three purity grades non -EEA 
suppliers are overall not considered as equally strong, but customers do indicate 
in their commentar ies that they know of Chinese and Turkish manufacturers 
they would rank in a good position. Other CMC producers consider (i n a similar 
way) both CP Kelco and Nouryon as being among the top CMC pro ducers, 
while they also consider Ashland, DuPon t and Lamberti  to be strong 
competitors .57  
(79) The finding that post -Transaction a sufficient number of credible suppliers of 
CMC will remain is further supported  by the fact that respondents to the market 
invest igation clearly indicated that there are no CMC products which would 
only be manufactured by the merged entity or by a small number of CMC 
suppliers beside the merged entity. This fact is widely acknowledged by 
customers of the Parties, 58 as well as by their competitors.59  
                                                 
53  Form CO, paragraphs 242 – 244. 
54  See replies to question 15 of Q1 - Questionnaire to CMC customers.  
55  See replies to question 13 of Q2 - Questionnaire to CMC co mpetitors.  
56  See replies to question 15 .1 of Q1 - Questionnaire to CMC customers.  
57  See replies to question 1 3 of Q2 - Questionnaire to CMC competitors.  
58  See replies to question s 16 and 17  of Q1 - Questionnaire to CMC customers.  
59  See replies to quest ions 11 and 12 of Q2 - Questionnaire to CMC c ompetito rs. 
 
 
19 (80) Regarding closeness of competition between CP Kelco and Nouryon, 
customers’ responses are inconclusive as to whether CP Kelco and Nouryon   are 
competing with each other in a particular ly close manner.60 In particular, 
Nouryon and CP Kelco are not considered by their competitors as being each 
other’s closest competitor s.61 This would tend to support the Parties’ argument 
that, given their different business focus, Nouryon and CP Kelco are not each 
other’s closest competitors.  
(81) As regards the P arties’ customers’ buyer power, m ore than ha lf of the customers 
who expressed a view  believe that they have equal or more bargaining power 
against their CMC suppliers when negotiating their purchases of CMC.  
(82) When asked about potential price increases resul ting from  the Transaction,  only 
a small proportion  of customers believe that it will result in significant increases 
in prices  at EEA level . Most of the respondents point to either small price 
increase s, or no increases at all  at EEA level .62 However , at wo rldwide level, a 
majority of respondents does not foresee any price increase.63 Taking into 
account  the fact that , as discussed in paragraph (27) above, a majority of 
customers would consider procuring CMC from su ppliers located outside the 
EEA in case of a small but significant non -transitory increase in CMC prices in 
the EEA, it can be concluded that if the merged entity were to attempt to raise 
prices to its customers in the EEA, these would be able to turn to n on-EEA 
suppliers (mainly from China and Turkey) and probably defeat this strategy. In 
addition, account has to be taken also of the fact that among the criteria of 
customers for choosing their supplier, price is only in the third place, while 
product quali ty and supply reliability come in the first two places,64 and that 
customers overwhelmingly responded that post -Transaction there would still be 
sufficient choice of credible CMC suppliers for EEA customers, both from 
inside the EEA and outside the EEA.65 
(83) Finally, a sked about any other negative consequences of the Transaction (for 
example on product quality, choice, innovation), responding CMC customers 
did not identify any, at either EEA66 or wider worldwide  level .67 
(84) If different purity grades of CMC were to c onstitute separate product 
markets , as can be seen in Table 4 above, the combined market shares of the 
Parties by volume are at most around [30–40]% , with the exception of the 
possible intermediate purity CMC market ([40–50]% ). By value, the combined 
share s of the Parties  are below [20–30]%  for technical CMC , [30–40]%  for 
CMC overall and [30–40]%  for purified CMC.  
(85) While the Parties are generally considered as strong suppliers for CMC for all 
purity grades, it appears that there  would also remain  other stron g suppliers 
                                                 
60  See replies to question 19 of Q1 - Questionnaire to CMC customers.  
61  See replies to question 14  of Q2 - Questionnaire to CMC competitors.  
62  See replies to question 29.1 of Q1 - Questionnaire to CMC customers.  
63  See replies to question 29.1 of Q1 - Questionnaire to CMC customers.  
64  See replies to question 21 of Q1 - Questionnaire to CMC customers.  
65  See replies to question 28 of Q1 - Questionnaire to CMC customers.  
66  See replies to question 29 .1 of Q1 - Questionnaire to CMC customers.  
67  See replies to question 29.2 of Q1 - Questionnaire to CMC customers.  
 
 
20 post-Transaction for each one of these grades. When asked to rank the CMC 
producers according to their strength, (i) for technical CMC, customers place 
Ashland first, followed by CP Kelco second, Nouryon third, DuPont fourth and 
Lamberti fifth;68 (ii) for purified CMC CP Kelco is ranked first, Ashland second, 
Nouryon third,  DuPond fourth and Lamberti fifth;69 finally, for (iii) high purity 
CMC, Ashland is again placed first, CP Kelco second, Nouryon third, DuPond 
fourth and Lamberti fifth.70  
(86)      The combined market share level in intermediate purity  also has to be 
assessed against the background  of some of the arguments brought forward by 
the Parties . It is worth noting that Nouryon  [Business secrets – Information 
redacted regarding manufacturing  process] . 
(87) Moreover, and as a consequence of this last element , intermediate -purity CMC 
is a segment in which the increment from the Transaction is relatively low ([0-
5%] increment from Nouryon). As a result, the HHI increment from the 
Transaction is [Busi ness secrets – Information redacted regarding market share 
increment] . The Notifying Party did  not provide market shares for its 
competitors in the intermediate -purity segment that would allow the 
Commission to calculate a post -Transaction HHI level. Howev er, it should be 
noted that the intermediate -purity CMC market represents approximately one 
third of the overall EEA CMC market, which is itself quite fragmented, with a 
post-Transaction HHI of <1400.  [Business secrets – Information redacted 
regarding stra tegic decisions] . 
(88) In addition, the Commission considers that its findings regarding competitive 
pressure exercised by non -EEA suppliers  from Turkey and/or China  also apply 
to the possible segmentations according to purity grade.71 
(89) As an illustration of the degree of closeness of competition between the Parties, 
the Commission also notes that as regards  CMC supplied for different 
applications , the combined supply shares of the Parties are at most around [30–
40]% . For the applications of consumer & industrial & others; paper & 
packaging and food & beverage , the increment brought by Nouryon is at most 
[5-10]% . For pharma & oral care, the increment brought by CP Kelco is below  
[0-5]%. This tends to illustrate  that the Parties do not compete with each other in 
these segments, but that the Parties’ activities are rather complementary.  The 
Commission notes that these supply shares do not materially change if the 
market is further sub -segmented by purity grade (see Table 6 abov e). The 
Commision also notes that s trong competitors of the Parties already mentioned 
above are also present in respect of the different applications for CMC . 
Lamberti, Denkim, USK Kimya, Selkim and Aciselsan are active in consumer & 
industrial & other app lications. DuPont, Ashland, Mare, Mikro -Technik and 
                                                 
68  See replies to question 1 8.1 of Q1 - Questionnaire to CMC customers.  
69  See replies to question 1 8.2 of Q1 - Questionnaire to CMC customer s. 
70  See replies to question 1 8.3 of Q1 - Questionnaire to CMC customers.  
71  See in particular the replies to question 11.3  of Q1 - Questionnaire to CMC customers.  One respondent 
said that “ The producers in China produce products that cover all applicati ons and all grades and 
typically have aggressive pricing. The market has accepted many of the manufacturers already .”, while 
another stated that “ Chinese producers of CMC can readily supply technical grades, purified CMC and 
some high purity CMC. ”. 
 
 
21 Lamberti are active in paper and packaging, Ashland, DuPont, Wealthy and 
USK Kimya are active in food and beverage. Ashland, DuPont and Wealthy are 
active in pharma and oral care . Finally, Ashland and La mberti are active in 
mining.  
(90) The supply of  CMC for mining applications  stands out,  since the combined 
supply share would amount to [90–100]%  with a marginal increment of [0–5]% 
brought about by Nouryon, see Table 5 above.  
(91) The Commission notes that  the supply of CMC for mining applications 
represents  approximately 0.5% of the overall CMC market in value and in 
volume .72 This is due to the very small size of the overall mining activities in the 
EEA, making demand for CMC for mining applications in  EEA very l ow, which 
so that CMC producers are not actively seeking to be present in this segment.  
On this small segment , Nouryon has a marginal presence with sales of [Business 
secrets – Information redacted regarding the value of sales]  in 2019, [Business 
secrets – Information redacted regarding the value of sales]  in 2018 and 
[Business secrets – Information redacted regarding the value of sales]  in 2017. 
The Commission therefore considers that Nouryon is not an important 
competitor of CP Kelco  for mining applicatio ns. Moreover, the Commission 
notes that one CMC competitor who produces CMC for mining applications,  in 
its EEA plant, but only has sales outside of the EEA , due to lack of demand in 
the EEA,  could easily supply to mining customers in the EEA should respec tive 
demand rise post -Transaction .73 Additionally, other competitors  from within as 
well as  from outside the EEA (e.g. Turkey and China) , could easily produce 
CMC for mining applications should demand for it increase in the EEA.  
4.3.1.5.  Conclusion  
(92) In conclusion, f or the reasons set out above, the Commission considers that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as a result of horizontal non -coordinated effects concerning CMC . 
4.3.2.  Horizontal overlap in the manufactu re of Carboxymethyl cellulose (CMC) - 
Coordinated effects  
(93) In addition to significantly impeding effective competition within a given 
market through non -coordinated effects, as described above in paragraphs (53) 
to (56), a merger may also  change the nature of competition in such a way that 
firms that previously were not coordinating their behaviour, may be post -merger  
significantly more likely to coordinate and raise pric es or otherwise harm 
effective competition, or  make coordination easier, more stable or more 
effective for firms which were coordinating prior to the merger  (coordinated 
effects).74 
(94) Regarding potential coordinated effects,   the merged entity will have a mar ket 
share in volume terms on the basis of an overall CMC market which is almost 
                                                 
72  0.4 kt out of a total of 99.5 kt and around EUR 1 million out of a total of EUR 191.6 million in 2019 . 
73  See the non-confidential minutes of a call with a CMC competitor on 7 May 2020, paragraph 13.   
74  Horizontal Merger Guidelines, paragraph 22.   
 
 
22 three times higher as th at of the next closest competitors. The market does not 
appear to be concentrated, since there are five competitors with market shares in 
the range betw een 6% -12% in volume (Ashland, DuPont, Lamberti, Mare and 
Mikro -Technik),75 which together represent around half of the volumes put in 
the market, as well as a substantial number of other smaller producers (including 
manufacturers  from outside the EEA , whic h are present in the EEA market 
through imports ). As such, it appears that t he relatively low concentration of 
CMC production  on the supply -side would make reaching terms of coordination 
among CMC producers difficult.76 
(95) These argument s regarding the lack of  concentration in the market  are equally 
valid  if CMC was further segmented by grade or by application. In light of these 
elements, as well as the evidence available to it, the Commission considers that 
the Transaction does not raise serious doubts as to i ts compatibility with the 
internal market in relation to potential coordinated effects in the market of 
CMC.   
4.3.3.  General conclusion regarding  horizontal effects  
(96) In light of the considerations set out i n paragraphs (9) to (93), and taking account of 
the results of the market investigation and of the evidence available to it, the 
Commission concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market with respect to non -coordinated and 
coordinated horizontal effects.  
4.3.4.  Vertical links  
4.3.4.1.  Introduction  
(97) The Commission’s Guidelines on the assessment of non -horizontal mergers 
under the Merger Regulation (the "Non -Horizontal Merger Guidelines") 
distinguish between two main ways in w hich vertical mergers may significantly 
impede effective competition, namely input foreclosure and customer 
foreclosure.77  
(98) For a merger to raise input foreclosure competition concerns, the merged entity 
must have a significant degree of market power upstre am.78 In assessing the 
likelihood of an anticompetitive input foreclosure strategy, the Commission has 
to examine whether (i) the merged entity would have the ability to substantially 
foreclose access to inputs ; (ii) whether it would have the incentive to d o so; and 
(iii) whether a foreclosure strategy would have a significant detrimental effect 
on competition downstream.79  
                                                 
75  When c onsidering value shares, there are between three and five  competitors with market shares in the 
range between 6% -12% (Lamberti, Mare and Mikro -Technik; as well as possibly Ashland and DuPont), 
which together represent between 40% and 60% of the CMC sales i n value terms.  
76  Horizontal Merger Guidelines, paragraph 45.   
77  OJ L 24, 29.1.2004, p. 1.  
78  Non-horizontal Merger Guidelines, paragraph 35.  
79  Non-horizontal Merger Guidelines, paragraph 32 . 
 
 
23 (99) For a merger to raise customer foreclosure competition concerns, the merged 
entity must be an important customer with a significant degr ee of market power 
in the downstream market.80 In assessing the likelihood of an anticompetitive 
customer foreclosure strategy, the Commission has to examine whether  (i) the 
merged entity would have the ability to foreclose access to downstream markets 
by reducing its purchases from its upstream rivals; (ii) whether it would have the 
incentive to do so; and (iii) whether a foreclosure strategy would have a 
significant detrimental effect on consumers in the downstream market.81  
4.3.4.2.  Vertical link b etween caustic s oda (upstream) and CMC (downstream)  
(100)  Nouryon manufactures c austic soda , which  is an essential input in the 
manufacture of CMC. This gives rise to affected markets because the Parties’ 
combined market share levels are above 30% for CMC in certain of its 
segm entations. The Commission will therefore assess potential customer 
foreclosure in this respect. However, Nouryon is not an important supplier of 
caustic soda . Its EEA  and North -West Europe market share s for the overall 
caustic soda market and for the liqui d caustic soda market are of [10–20]%  and 
[10–20]%  respectively . For liquid caustic soda they are of [10–20]%  and [20–
30]%  respectively. Given the Parties’ (through Nouryon) small market shares in 
the upstream market for caustic soda, and consequently the combined entity’s 
inability to foreclose access to caustic soda to CMC manufacturers with whom it 
competes downstream, post-Transaction, input foreclosure will not be assessed 
in this Decision .82 
(A) The Notifying Party’s view  
(101)  The Notifying Party argues that n o customer foreclosure risk a rises because  the 
manufacture of CMC is only one of the multiple uses of caustic soda,83 
representing approximately  14% in North -West Europe84 and 15% of the EEA 
caustic soda demand,85 and Nouryon and CP Kelco are not important pur chasers 
of caustic soda at EEA level. Nouryon is already at least partially vertically 
integrated with respect to the supply of these products for the manufacture of 
CMC  since Nouryon produces approximately [50-60]% of its requirements of 
caustic soda in-house, while purchasing the remaining [50-60]% from external 
third parties. Nouryon’s external purchases represent  approximately [0-5]% of 
the total EEA demand for caustic soda86. Similarly, CP Kelco CMC only 
accounts for a minor share of the total EEA deman d for causti c soda in the EEA 
(less than [0-5]%).87 
                                                 
80  Non-horizontal Merger Guidelines, paragraph 61.  
81  Non-horizontal Merger Guidelines, paragraph 59.  
82  The issue was nonetheless investigated during the market investigation, see replies to question 18 of Q2 - 
Questionnaire to CMC c ompetito rs. 
83  Form CO, paragraph 277.  
84  See submission by the Parties, e -mail of  12 June 2020  
85  Form CO, paragraph 276 . 
86  Form CO, paragraph 275.  
87  Form CO, paragraph 276.  
 
 
24 (B) The Commission’s assessment  
(102)  First, as regards ability, the market investigation confirmed the fact that caustic 
soda suppliers consider that CMC manufacturers represent only a minor 
proportion of their sal es, and that there is no doubt as to the fact that post -
Transaction, there will remain a sufficient pool of customers to sell caustic soda 
to in the EEA .88 
(103)  Second, as regards incentives, the market investigation has confirmed that with 
respect to the supply  of caustic soda, availability, geographic89 as well as 
logistical considerations take precedence over other considerations, and 
therefore caustic soda suppliers who responded to the market investigation 
confirmed that they do not have any material concerns  about a potential 
customer foreclosure strategy90 since they do not believe that the Transaction 
will change the Parties’ incentive to source internally for their (and in Particular 
CP Kelco CMC’s) needs for caustic soda rather than purchasing from an 
external supplier .91 In addition, the Commission notes that as of today, Nouryon 
is not preventing other caustic soda competitors to access to itself as a caustic 
soda customer: with a caustic soda output of [Business secrets – Information 
redacted regarding qu antities produced and sold ]  dry metric tonnes, 
representing [10-20]%  of the total EEA consumption, Nouryon would have 
ample capacity to cover its own needs for CMC production (which represent by 
comparison only [0-5]% of the EEA demand for caustic soda), and still Nouryon 
procures around [50-60]% of its needs for caustic soda for the manufacture of 
CMC from third party suppliers.  
(104)  Third, as regards potential effects, none of the respondents to the market 
investigation expected that the Transaction would hav e any effect on their 
business, and as such did not foresee any relevant post -Transaction implications 
for them.  
(105)  In light of the above, taking account of the results on the market investigation 
and of all the evidence available to it, the Commission consi ders that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market in relation to the vertical link between caustic soda (upstream) and CMC 
(downstream).  
4.3.4.3.  Vertical link b etween MCA (upstream) and CMC (downstream)  
(106)  Nouryo n manufactures MCA , which  is used as an input in the manufacture of 
CMC. The Transaction gives rise to vertically affected markets because of the 
merged entity’s downstream market share levels above 30% for CMC in certain 
of its segmentations. Nouryon is n ot an important supplier of MCA , with an 
EEA market share of [20–30]%92, (below the 30% threshold for a market to be 
                                                 
88  Responses to question 2 of Q3 - Questionnaire to caustic soda competitors  
89  As regards geographic considerations, it should be noted that Nouryon has five c austic soda plants in the 
EEA; two of them in the Netherlands and three in Germany; all comparatively far away from Finland.  
90  Responses to questions 3 and 4 of Q3 - Questionnaire to caustic soda competitors  
91  Responses to question 3 of Q3 - Questionna ire to caustic soda competitors  
92  Nouryon’s  market share in the combined EEA  and USA market would be lower than that. Consequently 
the Commission’s analysis will focus on the EEA level.  
 
 
25 considered vertically affected ) and a market share of [30–40]%  in Western 
Europe . Therefore , both input and customer foreclosure regarding M CA will be 
assessed in this decision.  
(A) The Notifying Party’s view  
(107)  With respect to potential input foreclosure, the Notifying Party argues that 
Nouryon’s moderate market share for MCA in the EEA would not allow it to 
foreclose access to MCA.93 There are in fa ct three main MCA producers in the 
EEA: CABB, with a market share of [40–50]% , followed by Nouryon, with a 
market share of [20–30]% , and PCC, with a market share of [20–30]%  (other 
suppliers representing only [0–5]% of the EEA market).94  
(108)  The Notifying Part y also provides market shares for the Western Europe 
market,95 recalling that it considers such a geographic delineation highly 
improbable (see paragraph (47) above), especially in the light of the 
Commission’s Decision in Case SA.38330 (2016/FC) – Poland. In Western 
Europe, Nouryon’s market share would be [30–40]% , while  CABB would still 
be market leader with a market share of [40–50]%  and PCC would have [10–
20]% . 
(109)  The Notifying Party argues that competition in the EEA market is fierce, with 
PCC planning on a capacity increase in its plant in Poland representing 57% of 
the total EEA MCA market size to date .96 Accordingly,  the EEA MCA market 
is, and will increasingly be in the future, characterized by overcapacity and will 
have sufficient spare capacity to meet  the demand for MCA from customers in 
the EEA.97 Most importantly, the Notifying Party points out that among all 
CMC manufacturers in the EEA, Nouryon only sells MCA to [Business secrets 
– Information redacted regarding customer information] , in amounts 
representing approximately [Business secrets – Information redacted regarding 
customer information]  of [Business secrets – Information redacted regarding 
customer information]  demand for MCA in the EEA. Except for [Business 
secrets – Information redacted rega rding customer information] , there would 
therefore be no CMC competitor to which the Parties could reduce supply for 
MCA or degrade the terms and conditions for these supplies.98 
(110)  The Notifying Party also submits that n o customer foreclosure risk arises 
because (i) Nouryon is already at least partially vertically integrated with respect 
to the supply of these products for the manufacture of CMC, (ii) CP Kelco CMC 
only accounts for a minor share of the total EEA demand for MCA  in the EEA 
([10–20]% ) and (iii) 6 7% of all MCA manufactured in the EEA is for uses other 
than the manufacture of CMC .99 
                                                 
93  Form CO, paragraphs 282 – 287. 
94  Form CO, paragraph 283.  
95  See submission by the Parties, e -mail of 12 June 2020.  
96  Form CO, paragraph 286.  
97  Form CO, paragraphs 288 – 289. 
98  Form CO, paragraph 282.  
99  Form CO, paragraphs 291 – 292. 
 
 
26 (B) The Commission’s assessment  
(111)  As regards a potential input foreclosure strategy,  the Commission first notes 
that that Nouryon’s market share in MCA is moderate (below the 3 0% threshold  
for an EEA market definition ), and only exceeds the 30% threshold for a 
potential Western -Europe geographic market . Moreover, the market 
investigation confirmed that currently there is a substantial overcapacity in 
MCA production at EEA  level , notably due to a recent capacity increase by one 
competing MCA producer .100 The over -capacity situation is also true at 
Western -Europe level, despite the fact that the recent capacity increase in the 
EEA took place in Poland. Also, a clear majority of CMC p roducers indicated 
that post -Transaction, there would remain sufficient alternative sources of MCA 
if Nouryon decided following the Transaction to stop supplying this input or 
degrade the terms of its supply101.   
(112)  Second, regarding Nouryon’s incentives to fo reclose MCA input, a majority of 
CMC producers  said that they did not expect Nouryon to have any incentive to 
engage in such foreclosure strategy.102 This is also evidenced by the fact that, as 
of today, Nouryon, is already active at both upstream and downs tream levels, 
and still supplies third party CMC producers with the MCA it produces.  
(113)  Third, customers’ replies indicate that even if the merged entity were to engage 
in input foreclosure post -transaction, it would be detrimental for itself. 103 
(114)  Consequently,  also in light of the merged entity’s  lack of ability and incentive to 
engage in input foreclosure post -Transaction, the Commission concludes that 
there will be no significant detrimental effect  on competition downstream  
either.   
(115)  As regards a potential cu stomer foreclosure strategy,  it should first be noted 
that Nouryon is already vertically integrated with respect to the supply of MCA, 
while CP Kelco, who procures CMC in the commercial market, accounts for 
only [10–20]%  of the total EEA demand ([10–20]%) of Western Europe 
demand)  for MCA. As such, it appears therefore unlikely that by foreclosing 
access to CP Kelco CMC, the combined entity would have the ability to  
foreclose access to a key customer in the EEA  or Western Europe . Additionally 
there are numer ous other potential customers104, either other CMC producers, or 
actors active in other downstream industries representing 67% of the MCA 
market in the EEA (production of herbicides, fungicides and insecticides; of fine 
chemicals; etc.  – the proportion in We stern Europe was not provided by the 
Notifying Party ), who will likely be able to absorb the volumes hitherto 
purchased by CP Kelco (should the combined entity decide to vertically 
                                                 
100  See answers to question 4 of Q4 - Questionnaire to MCA competitors.  
101  See answe rs to question 19.1  of Q2 - Questionnaire to CMC competitors.  
102  See answers to question 1 9.2 of Q2 - Questionnaire to CMC competitors.  
103  See answers to question s 19.1.1 and  19.2.1. of Q2 - Questionnaire to CMC competitors.  For example one 
respondent said  that “ Foreclosure would lead to considerable loss of business for Nouryon. ”, while 
another stated that “If they decided to exit the market, it could cause a shortage. However, this scenario is 
unlikely. In the event of a shortage, the other suppliers woul d increase production." and “ The 
consolidation of CMC production would not be a rationale for Nouryon to shut down its MCA business ” 
104  Notably Nouryon’s current customers for MCA.  
 
 
27 integrate with respect to the supply of MCA). Therefore, it would appear th at if 
the merged entity decided to vertically integrate with respect to the supply of 
MCA , this would result in a mere realignment of the purchase patterns among 
competing firms.  
(116)  Second, as regards incentive  and effects , while the results of the market 
investigation w ere somewhat inconclusive , it is not necessary for the 
Commission to conclude on whether the Parties would have an incentive to 
engage in a potential customer foreclosure strategy  with respect to MCA or 
whether such a foreclosure strategy woul d have significant detrimental effect on 
competition downstream , as the lack of ability would already prevent the Parties 
to engage in such a potential foreclosure strategy in the first place.  
(117)  In light of the above, taking account of the results on the ma rket investigation 
and of all the evidence available to it, the Commission considers that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market in relation to the vertical link between MCA (upstream) and CMC 
(downst ream).  
4.3.4.4.  Other vertical links  
(A) Products used as an input for CMC  
(118)  The Transaction also gives rise to other minor vertical relationships between 
upstream products manufactured by Nouryon that are used in the production of 
CMC, namely salt,105 hydrochloric acid an d hydrogen peroxide (upstream), and 
CMC (downstream). These products are vertically affected because the market 
share levels are above 30% for CMC in certain of its segmentations; however,  
they are minor inputs in the production process.  
(119)  For these three p roducts, input foreclosure is implausible , for lack of ability  
because these products are not important inputs for the manufacture of CMC, 
with CP Kelco purchases representing from [Business secrets – Information 
redacted regarding commercial strategy]  to [Business secrets – Information 
redacted regarding commercial strategy]   in 2019, and [0-5]% to [0-5]% of the 
total EEA demand, depending on the product.106 This lack of ability  also stems 
from the fact that Nouryon has only modest  market share s of [20–30]%  for salt, 
[10–20]%  for hydrochloric acid and [10–20]%  for hydrogen peroxide  in the 
EEA .107  
(120)  Lack of ability is also the main reason why n o customer foreclosure risk arises 
because Nouryon is already at least partially vertically integrated with respect to 
the supply of these products for the manufacture of CMC, and CP Kelco CMC 
only accounts for a minor share of the total EEA demand for these products in 
                                                 
105  This refers to industrial salt, which has the same chemical composition (NaCl) as table salt, but is usually 
not suited for human consumption due to the presence of impurities. The majority of industrial salt is 
mined in salt mines, and is therefore also known as rock salt.  
106  Form CO, paragraphs 300, 311 and 321 . 
107  Form CO, paragraphs 297, 308 and 318.  
 
 
28 the EEA (less than [0–5]% for hydrogen peroxide, less than [0–5]% for 
hydrochloric acid and less than [0–5]% for salt ).108 
(121)  Given the lack of ability to engage in input or customer foreclosure, it is not 
necessary to conclude on whether the Parties would have an incentive to engage 
in input or customer foreclosure strategies.  
(122)  As regards as regards potential effec ts, the market investigation did not reveal 
any concerns from CMC manufacturers with respect to a potential input 
foreclosure strategy for any of these products. As such, it appears therefore that 
such a foreclosure strategy would have no significant detri mental effect on 
competition downstream. Given the evident lack of ability to engage in any 
customer foreclosure strategy with respect to these three products, the 
Commission did not seek explicitly feedback on potential customer foreclosure 
in the course of the market investigation.  None of the respondents to the market 
investigation raised any customer foreclosure concern pro -actively.  
(123)  In light of the above, taking account of the results on the market investigation 
and of all the evidence available to it , the Commission considers that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market in relation to the vertical link between salt, hydrochloric acid or 
hydrogen peroxide (upstream) and CMC (downstream).  
(B)  Products using CMC as an input  
(124)  Finally, certain  companies controlled by the Carlyle group (namely 
[Confidential Information – Information redacted regarding the Notifying 
Party’s internal organization] ) use CMC as an input in three downstream 
markets: the productio n and supply of (i) polishing and abrasive products, (ii) 
wine, and (iii) institutional and industrial cleaning and hygiene products. The 
Notifying Party submits that none of those vertical relationships can lead to 
substantive competition concerns as the combined entity (i) will not have 
significant market power in relation to CMC production post -Transaction, and 
(ii) in any event, all these supply relationships do not concern important inputs, 
and are limited in value  and volume . As a matter of fact CMC i nput costs 
represent a negligible part of the overall cost for these industries.  
(125)  For all these products, customer foreclosure scenarios appears extremely 
implausible, because these three companies only purchase very limited amounts 
of CMC ([Confidential i nforma tion – Information redacted regarding the 
purchased volumes]109), together accounting for less than [0-5]% of the EEA 
CMC demand. Consequently, customer foreclosure will not be further assessed 
in this decision.  
(126)  As regards potential  input foreclosure , this also  appears  implausible . First , the 
merged entity would most likely lack the ability to foreclose access to CMC to 
                                                 
108  Form CO, paragraphs 302, 313 and 323.  
109 Moreover, the Notifying Party submits that these [Confidential information - Information redacted 
regarding commercial strategy] products are produced in the US and not imported in the  EEA.  
 
 
29 the Carlyle affiliates’ downstream competitors, because  there wo uld still be a 
number of CMC suppliers  on the market that could supply those competitors .  
(127)  Second, in regard to the ability to foreclose, CMC is also not an important input 
in the manufacture of these downstream products, only representing a negligible 
cost factor in the manufacturing process.110 For polishing and abrasive prod ucts, 
the Notifying Party submits  that it is impossible to clearly define the relevance 
CMC has for [Confidential information – Information redacted regarding the 
Notifying Party’s internal organisation]  products, given that [Confidential 
information – Information redacted regarding the Notifying Party’s internal 
organisation]  only purchases [Confidential information – Information redacted 
regarding the Notifying Party’s purchased volumes]  of CMC worldwide (these 
purchases having taken place only in [Confid ential information – Information 
redacted regarding commercial arrangements of the Notifying Party ]  and not in 
the EEA , the purchase share of [Confidential information – Informa tion redacted 
regarding the Noti fying Party’s internal organisation]  in the EE A would be null ) 
and has a minimal presence in the EEA , with a market share below [5–10]%  in 
the supply of  polishing and abrasive products . For wine, the Notifying Party 
submits that CMC represents less than [0-5]% of the production costs, as it is 
also us ed in very small quantities. Finally, for institutional and industrial 
cleaning and hygiene products, the Notifying Party explains that CMC 
represents only a small part of the products ’ costs  (<1%) .  
(128)  Third , for these three vertical links, it appears unnece ssary to conclude on 
whether the Parties would have an incentive to engage in an input foreclosure 
strategy, or whether such a potential input foreclosure strategy would have 
meaningful effects on the market, as the lack of ability would already prevent 
the Parties to engage in such input or foreclosure strategies in the first place.  
(129)  In light of the above, taking account of the results on the market investigation 
and of all the evidence available to it, the Commission considers that the 
Transaction does not  raise serious doubts as to its compatibility with the internal 
market in relation to the vertical link between CMC (upstream) and (i) polishing 
and abrasive products, (ii) wine, and (iii) institutional and industrial cleaning 
and hygiene products (downstr eam).  
4.3.4.5.  General conclusion on vertical effects  
(130)  In the light of the considerations in paragraphs (100)  to (129)  the Commission 
concludes that the Transaction does not raise  serious doubts as to its 
compatibility with the internal market due to vertical effects.  
  
                                                 
110  Non-horizontal Merger Guidelines, paragraph 34 . 
 
 
30  
5. CONCLUSION  
(131)  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 w ith 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission