Commission européenne, DG COMP MERGER REGISTRY, 1049 Bru xelles, 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,  23.1.2019  
C(2019)  656 final  
PUBLIC VERSION 
 
To the notifying party 
Subject : Case M. 9095 -  UPL  / Arysta LifeScience 
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/2 0041 and Article 57 of the Agreement on the European 
Economic Area2 
Dear Sir or Madam,  
(1) On 7 December 2018, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which United 
Phosphorus Corporation L td. ("UPL Corp"), a wholly owned subsidiary of United 
Phosphorus Ltd. (" UPL " or the " Notifying Party" ), would acquire sole control of 
Arysta LifeScience Inc. (" Arysta " and, together with UPL, the " Parties ") (the 
"Transaction "). 
1. THE PARTIES  
(2) UPL  is active worldwide in the manufacture of products for the protection of 
plantations, intermediates, specialty chemicals and other industrial chemicals, 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the replacement of  
'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of the TFEU will be 
used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
2 including insecticides, fungicides, herbicides, fumigants, plant growth regulators 
('PGR') and rodenti cides.  
(3) Arysta  is a global provider of innovative crop protection solutions, including bio-
solutions and seed treatments. Arysta specialises in the development, formulation, 
registration, marketing and distribution of differentiated crop protection chemical s 
for a variety of crops and applications. 
2. THE CONCENTRATION  
(4) Through the Transaction, UPL would acquire sole control of Arysta from Arysta's 
current owner Platform Specialty Products Corporation by way of a purchase of 
shares . 
(5) The Transaction would constitute  a concentratio n within the meaning of 
Article  3(1)(b) of the Merger Regulation.  
3. UNION  DIMENSION  
(6) The Transaction does not have a Union dimension  within the meaning of Article 1  of 
the Merger Regulation  as it does not meet the thresholds of Articl e 1(2) or 
Article  1(3).  
(7) However, on 29 August 2018, the Notifying Party  informed the Commission by 
means of a reasoned submission that the concentration would be notifiable in four 
Member States  and would fulfil a number of further criteria for its referra l to the 
Commission. In particular, the referral to the Commission would avoid multiple 
national filings, thereby increasing administrative efficiency. On that basis, under 
Article 4(5) of the Merger Regulation, the Notifying Party  requested the 
Commission  to examine the Transaction.  
(8) The Commission agrees that the referral request mee ts the legal criteria set out in 
Article 4(5) of the Merger Regulation in that the Transaction is capable of being 
reviewed under the national merger control laws of at least t hree Member States, 
namely France, Germany, Poland and Spain. In addition, none of the Member States 
competent to examine the Transaction under the respective national laws expressed 
their disagreement within 15 working days of receiving the reasoned submi ssion. 
(9) Therefore, the concentration is deemed to have a Union dimension pursuant to 
Article 4(5) of the Merger Regulation. 
4. MARKET DEFINITIONS  
4.1. Commission precedents  
(10) In past cases – notably  Dow/DuPont , ChemChina/Syngenta and Bayer/Monsanto – 
the Commission found that the relevant product markets for formulated crop 
protection products can be defined on the basis of crop/pest combinations , where 
each such combination constitutes a separate relevant product market. Moreover , the 
 
3 Commission found that, for herbicides, further distinctions can be made depending 
on the time of application of the re levant crop protection products .3 
(11) On this basis, the Commission found that the relevant product markets for selective 
herbicides can be segmented by crop, weeds targeted and timing of their application.  
For PGR , it found that the relevant product markets can be segmented by c rop. For 
fungicides, it found that each crop/disease combination constitutes a separate 
relevant market.  Regarding the upstream market s for active in gredients  ('AIs'), the 
Commission found that  each AI i s a distinct market.  
(12) As to the relevant geographic markets for crop protection products, in past cases the 
Commission found that t hey are national in scope. For AIs, the Commission found 
the markets  to be at least EEA -wide, if not worldwide . 
4.2. Notifying Party's views  
(13) In line with the Commission's pre cedents, the Notifying Party  submitted data for 
formulated products on the basis of  national markets segmented  by indication, crop 
and pest  (as well as timing of application in the case of herbicides) , and on the basis 
of EEA -wide or global markets for each AI.4 
4.3. Commission assessment  
(14) In light of the elements put forward by the Parties and the result s of it s investigation, 
the Commission confirms the conclusions reached in Dow/DuPont , 
ChemChina/Syngenta and Bayer/Monsanto regarding market definition . 
(15) The Commission’s findings in those cases were based on a number of different 
elements, including:  
(a) Farmers buy  formulated crop protection products to address specific needs, 
based on the crop, pest, timing of application they want to target. This 
implies a narrow relevant product dimension consisting of a crop / pest 
combination which is not substitutable from the  point of view of the farmer 
with other products that apply to a different crop / pest combination. 
(b) Formulated products have labels that typically indicate AIs , formulation, 
permitted use crops, targeted pests, options for tank mixing , etc.  
(c) Discovery and production of a new formulated product involve high costs 
and a long period, making supply side substitutability very limited. 
(16) These elements were broadly confirmed by respondents to the market investigation. 
(17) Based on its precedent s, and on the results of t he market investigation , the 
Commission thus takes the view that the relevant product markets for selective 
herbicides can be segmented by crop, weeds targeted and timing of their application.  
For PGR, the Commission takes the view that the relevant produc t markets can be 
                                                 
3  See Commission Decision s in Case M.7 932 – Dow/DuPont (2017), notably recitals 319, 332, 657 
and 1769; Case M.796 2 – ChemCh ina/Syngenta (2017), notably recitals 102, 117, 138, 166 and 174; Case 
M.8084  – Bayer/Monsanto (2018), notably recitals 1361 and 2296- 2298 . 
4  Form CO.  
 
4 segmented by crop. For fungicides, the Commission takes the view that each 
crop/disease combination constitutes a separate relevant market. Regarding the 
upstream markets for AIs , the Commission takes the view that each AI is a distinct 
market. 
(18) As to the relevant geographic markets for crop protection products, in its precedents 
the Commission found that:  
(a) Product portfolios are adapted for varying demand of customers in different 
Member States;  
(b) Customer habits, needs and preferences are dependent on geography and 
differ across EEA countries. 
(c) Formulated products are registered at national level;  
(d) Design, brand products  and prices vary across countries ; 
(e) At the same time, some characteristics of crop protection products (AI 
approval, R&D) are de termined at the EEA level and impact national 
competitive dynamics.  
(19) These elements were broadly confirmed in the market investigation. 
(20) Therefore, based on its precedents and on the results of the market investigation, the 
Commission takes the view that th e relevant markets are national in scope.  
(21) As regards AIs which are used in formulated products, the Commission found in its 
precedents that their relevant geographic market is at least EEA wide, based in 
particular on the fact that they are registered on a European basis. 
(22) For AIs, the Commission therefore takes the view that the markets  are at least EEA -
wide . 
4.4. Conclusion  
(23) In light of its precedents and taking into account the results of its investigation, the 
Commission will assess markets for formulated crop  protection products  (including, 
for the avoidance of doubt, PGR)  at the national level on the basis of crop/pest 
combinations – as well as the timing of application for herbicides . For AIs, the 
Commission will assess each AI as a separate market, at the E EA level or 
worldwide.  
(24) In the present case, the Commission will therefore assess the affected national 
markets for potato PGR, scab fungicides for pome fruit and post-emergence 
broadleaf herbicides for sugar beet.  
(25) As regards 'broad spectrum fungicides for other fruit' , this encompasses different 
crops  but is the narrowest segmentation for which data is available. The Commission 
will therefore assess the effects of the Transaction on competition in national 
markets at that level , but will take into account i n its assessment competitive 
dynamics for products targeting the same individual  crop s within that the cluster.  
 
5 (26) Finally, the Commission will assess the vertically affected markets regarding the 
upstream supply of chlorpropham and the  downstream markets in which products 
containing the AI  chlorpropham  are sold . 
5. COMPETITIVE ASSESSMENT  
5.1. Overall Framework  
(27) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(28) The Commission considers below the competitive effects of the Transaction in the 
areas in which the Parties have overlapping sales  giving rise to affected national 
markets in the EEA : (i) PGR for potatoes ( in Belgium, France, Germany, the 
Netherlands, Spain and the United Kingdom ), (ii) broad spectrum fungicides for 
other fruit ( in Greece), (iii) scab fungicides for pome fruit ( in France and Greece ), 
and (iv) post -emergence broadleaf herbicides for sugar beet ( in Austria, Belgium, 
France, Italy, the Netherlands and the United Kingdom ). 
(29) Regarding t he supply of AIs to third parties , the only ( vertically ) affected market s 
concern products containing chlorpropham . Therefore, no other markets 
regarding t he supply of AIs to third parties will be further discussed in this decision, 
considering that the Parties are otherwise active only to a limited extent in this 
business and for each of the AIs that they supply to third parties in the EEA the 
Parties hold a limited share and there appear s to be a significant number of 
alternative suppliers.  
(30) The Parties overlap only to a very limited extent in herbicides and fungicides for 
other crops, as well as in insecticides and other crop protection indications , without 
giving rise to any horizontally or vertically affected market other than the ones 
mentioned above . These activities are, therefore,  not further discussed in this 
decision.  
(31) Overall, the Transaction does not give rise to affected markets which are not 
assessed in this decision . 
5.2. Notifying Party's views  
(32) The Notifying Party considers that the Transaction would not significantly impede 
effective competition in the EEA or any subst antial part thereof , in essence because  
in each of the horizontally or vertically affected markets : (i) there are many s uppliers 
and products available , among which growers are able to choose  freely  to meet their 
needs; (ii) other suppliers offer products based on the same AIs as those offered by 
the Parties; (iii) there is also a large number of products based on alternative AIs 
which are not part of the Parties' offer; (iv) the vast majority of the AIs used in these 
markets are off -patent, meaning that th ey are open to generic competition; (v) 
switching between AIs and formulated products is easy for distributors and growers 
because the application techniques and  needed equipment are the same across the 
product range; (vi) a number of strong competitors wi ll remain post- Transaction, 
typically with significantly larger market shares than the merged entity , which would 
 
6 typically have relatively low combined market shares and no market power ; (vii) 
there is significant regulatory pressure on most of the Partie s' overlapping products, 
in particular on chlorpropham , the use of which will therefore likely significantly 
decrease within a short period of time ; (viii) […] , such that there is no scope for 
either customer or input foreclosure in the vertically affected  markets .5 
5.3. Plant growth regulators for potatoes  
(33) The main overlap between the Parties' activities in the EEA  arises i n the area of PGR 
for potatoes . 
(34) PGR are used to inhibit  the sprouting of potatoes during storage, which enables 
longer storage with better product quality. Because potatoes may be stored for 
months, several treatments are often necessary, either with the same products or by 
combining different products. In particular, products used in field (based on maleic 
hydrazide) only prevent sprouting during storage for a limited period of time and 
typically require the use of additional anti -sprouting treatments . 
5.3.1. Activities of the Parties and their competitors  
(35) UPL sells products based on chlorpropham  (also called 'CIPC') – the traditional and 
cheapest option for potato anti -sprouting treatments – with EEA sales  of 
approximately EUR [5 -9] million  in 2017. UPL produces the AI and formulates 
some of its finished products , but also uses  […] as a 'toll for mulator ' (that is, a 
contract manufacturer of finished formulated products) . 
(36) Arysta sells products based on both chlorpropham and maleic hydrazide, another AI , 
with EEA sales  of approximately EUR [8 -12] million  in 2017. Arysta purchases the  
chlorpropham  AI exclusively from […]  – which in turn purchases it […]  – and 
formulates its finished products . Regarding maleic hydrazide products, Arysta 
procures them from a toll- formulator.  Arysta is also in the process of launching a 
new product based on orange oil . 
(37) The Parties' competitors sell products ba sed on a number of AIs.  
(38) The Parties’ main competitor is Certis, a fully independent player which is active 
through the same AI  as the Parties ' main sales (chlorpropham ). Certis is a larger 
player in EEA markets than the Parties, and the main seller of products based on 
chlorpropham, as evidenced by the market shares in Tables 1 to 6. Certis procures  
the AI from a Chinese supplier and holds an approval for the molecule at the EEA  
level.  
(39) Several competitors (Xeda International, DormFresh, Restrain, Freshpallet, Adama) 
recently launched products based on different new molecules, such as  
1,4-dimethylnaphthalene ( '1,4-DMN '), ethylene, carvone or mint oil , in response to 
the severe pressure from regulators and food -chain users regarding the use of 
chlorpropham.  
                                                 
5  Form CO, notably paragraphs 9, 11 and 129- 131, as well as Annexes PGR Potatoes, Chlorpropham, 
Herbicides Sugar Beets, Fungicides Pome Fruit and Fungicides Other Fruit; Response to State of Play 
Meeting.  
 
7 (40) Products based on chlorpropham such as those sold by the Parties and Certis are 
used either at the moment of the placement of potatoes in to storage, or during 
storage.  By contras t, products based on maleic hydrazide are sprayed in the field, 
and their anti -sprouting effect is limited in time.  Products based on other AIs are 
typically used during storage only.  
5.3.2. Market shares  
(41) Tables 1 to 6 show the market shares  provided by the Notifying Party for the 
affected markets in potato PGR  in the EEA . 
1 - Market shares for potato PGR in Belgium  
Brand Owner  2015 ( EURk)  2016 ( EURk)  2017 ( EURk)  MS% 2015  MS% 2016  MS% 2017  
Various  (Certis)  [5,000-6,000] [5,000-6,000] [5,000-6,000] [60-70] [60-70] [60-70] 
UPL/Arysta  [2,000-3,000] [2,000-3,000] [1,500-2,500] [30-40] [30-40] [20-30] 
Arysta  [1,000-2,000] [1,000-2,000] [1,000-1,900] [20-30] [20-30] [10-20] 
UPL  [500-1,000] [500-1,000] [800-1,300] [5-10] [10-20] [10-20] 
Kreglinger  [300-600] [300-600] [300-600] [5-10] [5-10] [5-10] 
Xeda International  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Dorm -Fresh  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Restrain  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Grand Total  [8,000-9,000] [8,000-9,000] [8,000-9,000] 100.0  100.0  100.0  
Source: Form CO  
2 - Market shares for potato PGR in France  
Brand Owner  2015 ( EURk)  2016 ( EURk)  2017  EURk)  MS% 2015  MS% 2016  MS% 2017  
Certis  [4,000-5,000] [7,000-8,000] [8,000-9,000] [30-40] [50-60] [50-60] 
UPL/Arysta  [4,000-5,000] [4,000-5,000] [4,000-5,000] [30-40] [20-30] [20-30] 
Arysta  [3,000-4,000] [2,500-3,500] [2,000-3,000] [20-30] [20-30] [10-20] 
UPL  [1,000-2,000] [1,000-2,000] [1,000-2,000] [5-10] [5-10] [10-20] 
Freshpallet  [500-900] [500-900] [500-900] [5-10] [5-10] [5-10] 
Restrain  [500-900] [500-900] [500-900] [5-10] [5-10] [5-10] 
Kreglinger  [500-900] [500-900] [500-900] [0-5] [5-10] [5-10] 
Xeda International  [200-500] [200-500] [200-500] [0-5] [0-5] [0-5] 
Grand Total  [12,000-
13,000] [15,000-
16,000] [15,000-
16,000] 100.0  100.0  100.0  
Source: Form CO  
3 - Market shares for potato PGR in Germany  
 2015 ( EUR k) 2016 ( EUR k) 2017 ( EUR k) MS% 
2015  MS% 
2016  MS% 2017  
Certis  [4,000-5,000] [4,000-5,000] [5,000-6,000] [50-60] [50-60] [50-60] 
UPL/Arysta  [1,000-2,000] [1,000-2,000] [1,000-2,000] [10-20] [10-20] [20-30] 
Frowein  [2,000-3,000] [2,000-3,000] [1,000-2,000] [20-30] [20-30] [10-20] 
Arysta  [500-1,000] [1,000-1,500] [1,000-1,500] [10-20] [10-20] [10-20] 
Kreglinger  [500-900] [300-600] [300-700] [5-10] [0-5] [5-10] 
UPL  [200-500] [200-500] [200-500] [0-5] [0-5] [5-10] 
Grand Total  [8,000-9,000] [8,500-9,500] [9,000-10,000] 100.00  100.00  100.00  
Source: Form CO  
 
8 4 - Market shares for potato PGR in the Netherlands  
 2015 ( EUR k) 2016 ( EUR k) 2017 ( EUR k) MS% 
2015  MS% 
2016  MS% 2017  
Certis  [3,000-4,000] [2,000-3,000] [2,000-3,000] [40-50] [30-40] [30-40] 
UPL/Arysta  [2,000-3,000] [2,000-3,000] [2,000-3,000] [30-40] [30-40] [30-40] 
UPL  [1,500-2,000] [1,000-1,500] [1,000-2,000] [20-30] [10-20] [10-20] 
Arysta  [1,000-2,000] [1,000-2,000] [1,000-2,000] [10-20] [10-20] [10-20] 
Dorm -Fresh  [0-500] [1,000-1,500] [1,000-1,500] [0-5] [10-20] [10-20] 
Kreglinger  [500-1,000] [500-900] [500-1,000] [10-20] [5-10] [10-20] 
ADAMA  [500-900] [500-900] [500-900] [5-10] [5-10] [5-10] 
Xeda International  [50-200] [50-100] [50-100] [0-5] [0-5] [0-5] 
Restrain  [50-100] [50-100] [50-100] [0-5] [0-5] [0-5] 
Freshpallet  [50-200] [50-100] [50-100] [0-5] [0-5] [0-5] 
Grand Total  [7,000-8,000] [7,000-8,000] [7,000-8,000] 100.00  100.00  100.00  
Source: Form CO  
5 - Market shares for potato PGR in Spain  
 2015 ( EUR k) 2016 ( EUR k) 2017 ( EUR k) MS% 
2015  MS% 2016  MS% 2017  
Certis  [1,000-2,000] [1,000-2,000] [2,000-3,000] [60-70] [70-80] [70-80] 
UPL/Arysta  [500-1,000] [500-1,000] [500-1,000] [20-30] [20-30] [10-20] 
Arysta  [500-1,000] [500-900] [200-600] [20-30] [10-20] [10-20] 
UPL  [50-100] [50-100] [100-400] [0-5] [0-5] [5-10] 
BASF  [100-400] [100-400] [100-400] [5-10] [5-10] [5-10] 
Xeda International  [50-100] [50-100] [0-50] [0-5] [0-5] [0-5] 
Grand Total  [2,000-3,000] [2,000-3,000] [2,000-3,000] 100.00  100.00  100.00  
Source: Form CO  
6 - Market shares for potato  PGR in the United Kingdom  
Brand  Owner  2015 
(EUR k) 2016 
(EUR k) 2017 
(EUR k) MS% 2015  MS% 2016  MS% 2017  
Kreglinger  [300-600] [300-600] [1,500-2,000] [5-10] [5-10] [20-30] 
Arysta/UPL  [2,000-3,000] [1,000-2,000] [1,000-2,000] [40-50] [30-40] [20-30] 
Arysta  [1,000-2,000] [1,000-2,000] [1,000-2,000] [20-30] [20-30] [20-30] 
Aceto  [1,000-2,000] [1,000-2,000] [1,000-2,000] [20-30] [20-30] [20-30] 
Dow -Agrosciences  [1,000-2,000] [1,000-2,000] [1,000-2,000] [20-30] [30-40] [10-20] 
UPL  [500-1,000] [300-600] [100-400] [10-20] [5-10] [0-5] 
Certis  [50-100] [200-500] [200-500] [0-5] [0-5] [0-5] 
Restrain  [200-500] [200-500] [200-500] [5-10] [0-5] [0-5] 
Xeda International  [50-100] [50-100] [50-100] [0-5] [0-5] [0-5] 
Grand Total  [5,000-6,000] [5,000-6,000] [5,000-6,000] 100.0  100.0  100.0  
Source: Form CO  
5.3.3. The merged entity wou ld continue to face significant competition, 
including from players with larger market shares  
(42) Tables 1 to 6 show that the Parties' combined m arket shares remain below [20-30]%, 
with the exception of the Netherlands where the combine d share is […] above 
[30-40]%. 
 
9 (43) The main other competitor selling products based on the same AI , Certis , has much 
larger sales and market shares than the Parties combined in Belgium  ([60-70]% 
compared with [20- 30]% for the Parties), France ([50-60]% compared with 
[20-30]% for the Parties), Germany  ([50-60]% compared with  [20-30]% for the 
Parties)  and Spain ( [70-80]% compared with [20- 30]% for the Parties).  
(44) In Belgium, as detailed in recital (55) , there is strong pressure from the food chain 
for potato growers and storage operators to use products alternative to those 
containing chlorpropham. 
(45) In Germany, Frowein is another player with a significant market share ( [10-20]%) –
also based on chlorpropham products . […] , it formulates its products independently.  
(46) In the Netherlands, as can be seen in Table 4, Certis' market share is comparable to 
the Parties' combined share ( [30-40]% compared with [30- 40]% for the Parties),6 
and both DormFresh and Kreglinger have market shares similar to those of each 
Party (respectively [10- 20]% and [10- 20]%). 
(47) In Spain, BASF is also a significant competitor to the Parties with sales of products 
based on chlorpropham.  
(48) Certis is not only a larger player than the Parties: it is also a close competitor to them 
as it sells products based on the same AI  as many of the Parties ' products  
(chlorpropham) in all Member States except the United Kingdom, and is 
independent from the Pa rties as regards the sourcing of this AI . 
(49) In the United Kingdom, Arysta only sells maleic hydrazide products. In that market, 
Aceto […] appears to be the market leading seller of chlorpropham products , ahead 
of UPL and Certis , and a closer competitor than Arysta.  
(50) The merged entity would continue to face significant competition post -Transaction 
from at least one larger and close competitor active through the same AI in all 
nationally affected markets – with the possible exception of the United Kingdom, 
where  the Parties do not sell products based on the same AI ; as well as the 
Netherlands, where however the available market share data appears not to be 
reliable in that regard (see footnote 6)  – throughout the EEA. 
5.3.4. Products alternative to chlorpropham are likely to capture significant 
sales and erode its market relevance in view of pressure from the food 
chain, as is already the case in the two most 'progressive' national 
markets  
(51) Beside the competitive constraint currently exerted by alternative suppliers of 
formulated products based on the same AI  as the Parties (chlorpropham), the merged 
entity is likely to face significant competition from new products based on 
alternative AIs . 
(52) As evidenced in  Tables 4 and 6, in countries where users are  more open to new 
treatments such as the Netherlands and the United Kingdom, alternative products 
                                                 
6  According to the Notifying Party, if products incorrectly allocated to Kreglinger in the market data were 
correctly allocated to Certis, Certis would be the market leader ahead of the Parties also in the Netherlands 
(see the Response to State of Play Meeting, footnote 9).  
 
10 mainly based on maleic  hydrazide and  1,4- DMN but also on ethylene or mint oil 
have already captured significant sales from chlorpropham -based products, in spi te 
of higher prices. 
(53) For instance, as shown in Table 4, DormFresh's market share – which are based on 
1,4-DMN products – in the Netherlands grew from nil in 2015 to [10-20]% in 2017. 
(54) This trend appears to be the result of growing reluctance from the food chain to 
purchase potatoes treated with chlorpropham, which has been assessed by the European Food Safety Authority ('EFSA') as leaving residues detrimental to human 
health.
7 This assessment i s the basis for the Commission's proposal not to renew the 
approval of chlorpropham in the EEA, as discussed in Section 5.3.5. 
(55) For instance, in Belgium, the Reskia project, an initiative of the potato processing industry, traders and growers , is focused on finding and scaling up alternative 
products to chlorpropham. Information available on the proje ct’s website concludes 
that 1,4- DMN, mint oil and ethylene are good alternatives to chlorpropham, with 
strong support being shown for 1,4- DMN in particular.
8 
(56) Because these serious human health risk considerations apply equally to all countries and consumers in the EEA, it is likely that, moving forward, these alternative 
products – particularly 1,4 -DMN, which appears to be considered the best alternative 
to chlorpropham – would gradually  replace chlorpropham products also in other 
national markets  – as they obtain product authorisations , which are in progress – 
thereby limiting the  scope for effects on competition the Transaction could have.
9 
(57) Such a trend is for the moment visible in the available market data in countries s uch 
as the Netherlands and the U nited Kingdom  where new products have been 
successfully launched, but it can be expected that alternative products will increasingly compete with the products of the Parties based on chlorpropham  also in 
other countries. 
(58) For example,  1,4- DMN was only launched  during 2017 in other countries, in 
particular Belgium and France, and has not yet been launched in Spain. Market 
shares for 2017 do not yet reflect this development for those countries, but the share 
of supply of alterna tive products is expected to grow significantly in the coming 
years.  
5.3.5. Chlorpropham is facing regulatory risks, significantly impacting the 
Parties' positions in potato PGR markets in the EEA 
(59) In addition to the other elements detailed in this assessment, on the basis of which the Commission considers that the Transaction does not raise serious doubts as to its compatibility with the internal market and with the EEA Agreement with respect to PGR  for potatoes in Belgium, France, Germany, the Netherlands, Spain and the 
United Kingdom , and in particular the  reduced acceptance of products based on 
                                                 
7  EFSA, Peer review of the pesticide risk assessment of the active substance chlorpropham , 18 June 2017, 
available at: https://efsa.onlinelibrary.wiley.com/doi/epdf/10.2903/j.efsa.2017.4903  ('EFSA risk 
assessment').  
8  https://www flandersfood.com/projecten/reskia . 
9  Response to State of Play Meeting.  
 
11 chlorpropham due to concerns of customers in the supply chain, the ability of the 
Parties to compete in the relevant markets is likely to be reduced by the current 
regulatory pressure on chlorpropham . 
(60) In light of the above -referenced EFSA  conclusions on serious health risks for 
consumers,10 the Commission has already proposed several times to the relevant 
decision -making body (the Standing Committee on Plants, Animals , Food and Feed  
– 'SCoPAFF') not to renew chlorpropham's approval.11 No decision has yet been 
made at that level, and the Commission reiterate s its proposal  on the agenda for the 
next SCoPAFF meeting scheduled for  24-25 January 2019.12 
(61) Finally , the R apporteu r Member State in charge of chlorpropham's review – the 
Netherlands , a very significant potato -growing country  – has recently taken the 
official position that, although continued safe uses as a herbicide could in its view be 
managed,  it can in any event no longer support the use of chlorpropham on potatoes , 
notably in view of EFSA's conclusions on serious health risks for consumers.13 
(62) In that regard , even assuming that chlorpropham's approval at the EEA level would 
be renewed, Member States would still individually need to consider user and consumer safety when assessing the ensuing requests for  market authorisations for 
individual finished products  to be issued at the Member State level : "[f]ollowing 
renewal of approval of an active substance, all plant protection products containing that active substance must also undergo a renewal assessment to make sure that products comply with the updated assessment of the active substance and with new scientific and technical knowledge ".
14 
(63) In doing so, Member States would thus need to consider EFSA's conclusions 
regarding serious health risks for consumers, which would likely prevent them from delivering product authorisations for use as potato PGR . In particular, Member 
States would be free not to deliver  authorisations for products containing 
chlorpropham, even if it would have been approved at the EEA level.  
(64) Accordingly, it is likely that the Parties' combine d market shares would overestimate  
their competitive position in the near future. 
                                                 
10  EFSA risk assessment, Table 5.  
11  Draft Commission Implementing Regulation concerning the non- renewal of approval of the active 
substance chlorpropham, in accordance with Regulation (EC) No 1107/2009 of the European Pa rliament 
and of the Council concerning the placing of plant protection products on the market, and amending 
Implementing Regulation (EU) No 540/2011 (5 page(s), in English) Reference: G/TBT/N/EU/565.  
12  Agenda for the SCoPAFF meeting of 24 -25 January 2019,  document sante.ddg2.g.5(2018)7356188 , 
available at: https://ec.europa.eu/food/sites/food/files/plant/docs/sc phyto 20190124 ppl agenda.pdf . In 
the event  that a qualified majority of Member States would then not support its proposal, the Commission 
can – first – appeal the vote and then, in case it again does not have the needed support at that level, in a 
second step – provided there is on appeal no quali fied majority against its proposal – eventually decide 
unilaterally.  
13  Letter from the Dutch Minister of Agriculture, Nature and Food Quality to the President of the Dutch Parliament, 11 December 2018, Annex 1 to the Response to State of Play Meeting.  
14  Quote from https://ec.europa.eu/food/plant/pesticides/authorisation of ppp/application procedure en . 
More detailed information is available on this Com mission website.  
 
12 5.3.6. The Transaction is unlikely to significantly affect competition in potato 
PGR markets in the EEA  
(65) In sum, t he Commission's investigation confirmed that while both UPL and Arysta  
compete in potato PGR  through products based on chlorpropham :15 
(a) They face close competition from Certis, a larger player marketing products 
based on the same AI (chlorpropham).  
(b) The only markets where Certis is not larger than the Parties combined (the 
Neth erlands and the United Kingdom)  are markets where the available 
information shows that  chlorpropham products are being largely replaced by 
newer and safer options due, among others, to concerns about the residues 
left by chlorpropham  product s which may ent ail dangers for human health. In 
the Netherlands, for instance, as illustrated by Table 4, the evolution of sales 
since 2015 shows that as chlorpropham products have lost sales to newer 
products, this has disproportionately affected more prominent chlorpropham 
players such as Certis (decreasing from a [40- 50]% to a [30-40]% market 
share), but also UPL (decreasing from [20- 30]% to [10- 20]%). 
(c) There is a reduced likelihood of the Parties being able to significantly 
compete in the medium term through chlorpropham products  due to the same 
concerns, which have increased regulatory pressure on the mol ecule, for 
which the Commission has proposed not to further renew the approval . 
(d) In the United Kingdom, Arysta only sells products based on maleic 
hydrazide, and there is thus no overlap with UPL at the molecule level.  The 
Parties therefore do not compete closely and face competition from different 
players.  
(66) While some customers responding to the Commission’s investigation expressed 
concerns, most market respondents indicated they do not expect the T ransaction to 
result in anticompetitive effects.  
(67) Moreover, even those respondents to the market investigation which expressed some 
concerns16 acknowledged that any effect may be short lived due to the significant 
regulatory and food- chain pressure on the use of chlorpropham, and the fact that 
market participants anticipate that its authorisation will not be renewed in the very 
short term.  
(68) For instance, a competitor explained that  "CIPC , which could be the problem , will 
probably be banned" . Another competitor confirmed that: " YES: they are direct 
competitors for chloorprofam  [sic] . But re -registration (Annex I renewal) of 
chloorprofam  [sic]  is uncertain, so this AI may disappear ".17 
                                                 
15  Q1 – Questionnaire to Competitors, question s 5-15; Q2 –  Questionnaire to Customers and Others, 
question s 5-15. 
16  Q1 – Questionnaire to Competitors, question s 5-15; Q2 –  Questionnaire to Customers and Others, 
question s 5-15. 
17  Q1 – Questionnaire to Competitors, questions 9.1 and 10.1.  
 
13 (69) A customer similarly explained that the " ban of CIPC will effect [sic] market more 
than merge [sic ] UPL / ARYSTA".18 
(70) Overall, the respondents  to questions on this niche market  did not expect the 
Transaction to significantly affect competition in potato PGR in the EEA.19 
5.3.7. Conclusion 
(71) Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market and with the EEA 
Agreement with respect to PGR  for potatoes  in Belgium, France, Germany, the 
Netherlands, Spain and the United Kingdom. 
5.4. Broad spectrum fungicides for other fruit20 
(72) Broad spectrum fungicides for other fruit are products designed to address several 
diseases (scab, powdery mildew, Monilia, Taphrina, Phytophtora , etc.) in a number 
of crop s – including st one fruit, olives  and citrus  – rather than for each crop 
individually . 
(73) The competitive dynamics for products addressing diseases in these different c rops 
are likely inaccurately reflected by  data at such an aggregate level  (namely several 
crops taken toget her rather than individually) . It is therefore unclear to what extent 
there would truly be any affected "market" in this case. In any event, Greece would 
be the only EEA country where there would be possible affected markets in such a 
hypothetical "market"  according to the data provided by the Notifying Party , with a 
combined share for the Parties of [30- 40]%. 
(74) On the basis of t he information provided by the Notifying Party, the Commission 
considers that there are no affected mark ets for individual crop/dise ase combinations 
within this aggregation .21 
7 - Market shares for broad spectrum fungicides for other fruit in Greece  
Brand Owner  2015 (  EUR k) 2016 (  EUR k) 2017 (  EUR k) MS% 
2015  MS% 
2016  MS% 
2017  
Arysta  [500 -1,000]  [500 -1,000]  [1,000-2,000]  [10-20] [10-20] [10-20] 
UPL [1,000-2,000]  [500 -1,000]  [500 -1,000]  [10-20] [10-20] [10-20] 
UPL/ Arysta  [1,000-2,000] [1,000-2,000] [2,000-3,000] [30-40] [30-40] [30-40] 
Griffin  [500 -1,000]  [500 -1,000]  [500 -1,000]  [10-20] [10-20] [5-10] 
Nufarm  [100 -400]  [200 -500]  [300 -700]  [5-10] [5-10] [5-10] 
Various  [500 -1,000]  [300 -600]  [200 -500]  [10-20] [5-10] [5-10] 
Industrias Quimicas del Valles  [300 -600]  [300 -600]  [300 -600]  [5-10] [5-10] [5-10] 
Farma -Chem  [300 -600]  [300 -600]  [300 -600]  [5-10] [5-10] [5-10] 
                                                 
18  Q2 – Questionnaire to Customers and Others, question 14.1.  
19  Q1 – Questionnaire to Competitors, question 14; Q2 – Questionnaire to Customers and Others, 
question  14. 
20  For the avoidance of doubt, ' other fruit' in this decision should not be read as meaning 'fruits other than 
pome fruit' – assessed in Section 5.5  – but rather fruits other than those identified  as separate crops in the 
available market data. These are, in essence, the crops listed in recital (72) . 
21  See also Form CO, Annex Fungicides Other Fruit, Tables 6 to 28 and paragraph 114- 123. 
 
14 Brand Owner  2015 (  EUR k) 2016 (  EUR k) 2017 (  EUR k) MS% 
2015  MS% 
2016  MS% 
2017  
Agri-Estrella  [50-100] [200 -500]  [200 -500]  [0-5] [0-5] [0-5] 
Caffaro  [200 -500]  [200 -500]  [200 -500]  [0-5] [0-5] [0-5] 
Bayer  [100 -400]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Others  [600 -900]  [600 -1,000]  [600 -1,000]  [10-20] [10-20] [10-20] 
  [5,000-6,000]  [5,000-6,000]  [6,000-7,000]  100 100 100 
Source: Form CO  
(75) Moreover, the Parties overlap only with respect to copper -based products, for which 
there is a significant number of other possible suppliers  (at least eight on the basis of 
Table 7),22 be it in the same chemical form as the one sold by the Parties (copper -
sulphate) or in other chemical forms (copper -hydroxide, copper -oxychloride) which 
can also be used . 
(76) In addition to the other elements detailed in this assessment, on the basis of which 
the Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and with the EEA Agreement with respe ct to 
broad spectrum fungicides for other fruit  in Greece , products sold by the Parties such 
as copper products as well as mancozeb and captan are under regulatory pressure . 
Their use is  thus being restricted , which may be of concern when it comes to their  
efficacy  such that current sales likely overestimate their competitive relevance in the 
near future.  
(77) On the one hand, the approval for copper salts was recently renewed  at EEA level  
(November 2018) but with a limited maximum dose as the result of eco-
toxicological concerns raised during the review process. In consequence, the dose 
rate per single application and/or the number of sprays to cover the sensitive 
vegetative period may be too low, particularly for organic growers. For this reason, 
growers may ch oose more relevant fungicides to ensure a high level of protection of 
their orchards.  
(78) On the other hand, mancozeb is currently under evaluation by EFSA for renewal. 
EFSA’s conclusions are not known yet. However, the result of the evaluation carried 
out by the rapporteur Member State (the UK’s Chemicals Regulation Division -  
CRD) and the publication of the comments made during the consultation period give 
a clear indication of the concerns related to the AI. The CRD has stated that 
mancozeb might be consider ed as having endocrine disruption properties, which  
would prevent the notifiers (Mancozeb Task Force composed of Indofil and UPL) 
from renewing the approval for the AI. Whatever decision is made by the 
Commission (withdrawal or specific restriction on uses ), this may have  an 
immediate effect on mancozeb sales and the Parties’ market shares.  
(79) In addition to the EU regulatory drivers, each country implements its own policies 
on pesticides which can have a very strong influence on market dynamics.  
Ecological ta xes or other incentive/disincentive schemes on certain products with 
specific “classifications” or profiles can impact prices and growers’ choices.  
                                                 
22  See also Form CO, Annex Fungicides Other Fruit, Tables 38 and 49.  
 
15 (80) Conversely, new product launches  are planned in the near future , for instance an AI  
by Agro Kanesho planned for launch in the EEA, possibly also in the sizeable Greek 
market . 
(81) In addition, by contrast with UPL, Arysta does not itself manufacture the main 
products it sells and only acts as a reseller of products manufactured by a third party  
(which also s upplies other players in that market) . Arysta's competitive relevance is 
therefore likely lower than suggested by its share of sales in Table 7.  
(82) Finally, a clear major ity of the respondents to the Commission's investigation did not 
expect that the Transaction would significantly affect competition in broad spectrum 
fungicides for other fruit.23 
(83) Based on the above, the Commission considers that the Transaction does not ra ise 
serious doubts as to its compatibility with the internal market and with the EEA 
Agreement with respect  to broad spectrum fungicides for other fruit  in Greece.  
5.5. Scab fungicides for pome fruit  
(84) Scab  fungicides for pome  fruit are products designed to address scab  in pome fruit 
(apples and pears) . 
(85) As shown in Tables 8 and 9, France and Greece would be the only EEA affected 
markets  according to the data provided by the Notifying Party , with relatively 
modest combined shares of approximately [20- 30]%, far behind t he market leader 
BASF . 
8 - Market shares for s cab fungicide s for pome f ruit in France  
Brand Owner  2015 ( EUR k) 2016 ( EUR k) 2017( EUR k)  MS% 
2015  MS% 
2016  MS% 
2017  
BASF  [3,500-4,500]  [4,500-5,500]  [5,000-6,000]  [30-40] [30-40] [30-40] 
UPL/ Arysta  [3,000-4,000] [3,000-4,000] [3,000-4,000] [20-30] [20-30] [20-30] 
Arysta  [2,000-3,000]  [2,000-3,000]  [2,000-3,000]  [20-30] [10-20] [10-20] 
UPL [100 -400]  [1,000-2,000]  [1,000-2,000]  [0-5] [5-10] [5-10] 
Compo  [500 -1,000]  [500 -1,000]  [500 -1,000]  [0-5] [5-10] [5-10] 
Biofa -Farming  [0-100]  [0-100]  [500 -1,000]  [0-5] [0-5] [5-10] 
Bayer  [500 -1,000]  [1,000-2,000]  [500 -1,000]  [5-10] [5-10] [0-5] 
Dow -Agrosciences  [500 -1,000]  [500 -1,000]  [500 -1,000]  [5-10] [0-5] [0-5] 
ADAMA  [1,000-2,000]  [200 -500]  [200 -600]  [5-10] [0-5] [0-5] 
Certis  [200 -600]  [200 -600]  [200 -600]  [0-5] [0-5] [0-5] 
Agros  [100 -400]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Others  [1,500-2,500]  [2,000-3,000]  [500 -1,000]  [10-20] [10-20] [5-10] 
Total  [12,000-13,000]  [14,000-15,000]  [13,000-14,000]  100.0%  100.0%  100.0%  
Source: Form CO  
                                                 
23  Q1 – Questionnaire to Competitors, question 26; Q2 – Questionnaire to  Customers and Others, 
question  26. 
 
16 9 - Market shares for scab fungicides for pome fruit in Greece  
Brand Owner  2015 ( EUR k) 2016 ( EUR k) 2017 ( EUR k) MS% 2015  MS% 2016  MS% 2017  
BASF  [2,500-3,500]  [2,000-3,000]  [2,000-3,000]  [30-40] [30-40] [30-40] 
UPL/Arysta  [1,000-2,000] [1,000-2,000] [1,500-2,500] [10-20] [20-30] [20-30] 
Arysta  [500 -1,000]  [1,000-2,000]  [1,000-2,000]  [10-20] [10-20] [10-20] 
Bayer  [1,000-2,000]  [1,000-2,000]  [1,000-2,000]  [10-20] [10-20] [10-20] 
Dow -Agrosciences  [400 -800]  [400 -800]  [200 -600]  [5-10] [5-10] [5-10] 
UPL [200 -500]  [200 -500]  [200 -500]  [5-10] [0-5] [5-10] 
ADAMA  [200 -500]  [200 -500]  [200 -500]  [0-5] [0-5] [0-5] 
Sharda  [50-100]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Others  [500 -1,000]  [500 -1,000]  [500 -1,000]  [10-20] [10-20] [10-20] 
Total  [6,000-7,000]  [6,000-7,000]  [6,000-7,000]  100 100 100 
Source: Form CO  
(86) Moreover, in France, the Parties do not overlap in the composition of their products, 
since UPL sells products based on copper and mancozeb  whereas Arysta sells 
products based on p yrimethanil, dodine and captan. The Parties are therefore 
unlikely to be close competi tors in France.  
(87) In Greece, the Parties overlap in the composition of their products only with respect 
to mancozeb and copper -based products, for which there is a significant number of 
other possible suppliers, be it in the same chemical form as the one sold by the 
Parties (copper -sulphate) or in other chemical forms (copper -hydroxide, copper -
oxychloride) which can also be  used . 
(88) In addition to the other elements detailed in this assessment, on the basis of which 
the Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and with the EEA Agreement with respect  to 
scab fungicides for pome fruit  in France and Greece, products sold by the Parties 
such as copper products as well as mancozeb and captan are under regulatory 
pressure . Their use is thus being restricted, which may be of concern when it comes 
to their efficacy  such that current sales likely overestimate their competitive 
relevance in the near future.  
(89) On the one hand, the approval for copper salts was recently renewed  at EE A level  
(November 2018) but with a limited maximum dose as the result of eco-
toxico logical concerns raised during the review process. In consequence, the dose 
rate per single application and/or the number of sprays to cover the sensitive 
vegetative period may be too low, particularly for organic growers. In France, recent 
registrations o f copper -based products have been granted with very low dose rate s on 
orchards and a limited number of applications (for worker exposure reasons), which 
may be of concern when it comes to efficacy. For this reason, growers may choose 
more relevant fungicid es to ensure a high level of protection of their orchards. 
Similarly, other national authorisations of formulated products may also apply 
restrictions in the forms of dose rates and buffer zones. 
(90) On the other hand, mancozeb is currently under evaluation by  EFSA for renewal. 
EFSA’s conclusions are not known yet. However, the result of the evaluation carried 
out by the rapporteur Member State (the UK’s Chemicals Regulation Division -  
CRD) and the publication of the comments made during the consultation period give 
a clear indication of the concerns related to the AI. The CRD has stated that 
 
17 mancozeb might be considered as having endocrine disruption properties, which  
would prevent the notifiers (Mancozeb Task Force composed of Indofil and UPL) 
from renewing th e approval for the AI.  
(91) Indeed, f ollowing the request of the CRD, the Mancozeb Task Force removed pome 
fruits from the list of representatives uses since a safe use was unlikely to be found. 
This would indicate that pome fruits should not be treated with formulations 
containing mancozeb and this would force growers to go for other solutions. If for 
any reason existing registrations on pome fruits can be maintained at country level, 
the likeliness of getting large buffer zones (50 meters), lower dose rates an d/or 
limited number of sprays, the level of ecotax (in France), the limited possibilities of 
tank mixes (in France) would render the use of mancozeb on pome fruits less 
relevant for growers compared to other solutions. Whatever decision is made by the 
Comm ission (withdrawal or specific restriction on uses), this may have  an 
immediate effect on mancozeb sales and the Parties’ market shares.  
(92) In addition to the EU regulatory drivers, each country implements its own policies 
on pesticides which can have a very strong influence on market dynamics.  
Ecological taxes or other incentive/disincentive schemes on certain products with 
specific “classifications” or profiles can impact on prices and growers’ choices.  
(93) France, for example, has increased the level of an already high tax on mancozeb, a 
key UPL product, which will rapidly and negatively impact UPL’s market share.  
Specifically, the level of ecotax for mancozeb in France increased on 1 January 2019 
from EUR  5.10 per kg of AI to a total tax of EUR  14 per kg of AI, an increase of 
175% of the existing level of tax which will likely result in growers shifting to more 
affordable solution (not or less affected by ecotax).  
(94) Conversely, new products have recently been launched in 2017 for instance by Bayer 
in Greece (for an approximate 2018 market share of 6%) and BASF in France (for an 
approximate 2018 market share of 1%) . Other product launches are planned in the 
EEA in the near future, for instance AIs by Bayer, Agro Kanesho, Nissan Chemical , 
Nihon Nohyaku and Nippon Soda . These would in the future likely be launched in 
the sizeable French and Greek markets for scab in pome fruit. 
(95) In addition, by contrast with UPL, Arysta does not itself manufacture the products 
with the same composition as UPL's products and only acts as a reseller of products 
manufactured by a third party (which also supplies other players in that market). 
Arysta's competitive relevance is therefore likely lower than suggested by its share 
of sales in  Tables 8 and 9 . 
(96) Finally, a clear majority of the respondents to the Commission's investigation did not 
expect that  the Transaction would significantly affect competition in scab fungicides 
for pome fruit.24 
(97) Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market and with the EEA 
Agreement with respect to s cab fungicides for pome fruit  in France and Greece.  
                                                 
24  Q1 – Questionnaire to Competitors, question 2 2; Q2 – Questionnaire to  Customers and Others, 
question  22. 
 
18 5.6. Post-emergence broadleaf herbicides for sugar beet  
(98) Post-emergence broadleaf herbicides for sugar beet  are products designed to address 
broadleaf weeds in alread y emerged sugar beets.  
(99) As shown in Tables 10 to 15, according to the data provided by the Notifying Party 
the Parties' activities in post- emergence broadleaf herbicides for sugar beet give rise 
to affected markets in Austria, Belgium, France, Italy, the Ne therlan ds and the 
United Kingdom.  
(100)  In each case,  the combined market share or increment would be  low (inferior to one 
percentage point) . The only except ion is Austria, where , however, the available data 
seems unreliable: in particular, the available data do es not split sales by market 
player  (the Parties sales and shares were computed on the basis of their internal data, 
not the third- party panel market data) , and the total market size is small, increasing 
the effect of possible data inaccuracies . 
(101)  Similarly,  the available panel data for the United Kingdom  is incomplete in that it 
does not include 2016 or 2017 data. Accordingly, only actual sales data for the 
Parties is available for those years, which explains  the 100% market share in 
Table 15 for the Parties  combined in 2016 and 2017, which is obviously incorrect. 
Based on the 2015 data, UPL held a market share of [20- 30]% but there was no 
overlap between the Parties. While panel data for 2017 is not available, the Parties’ 
2017 sales data indicates only a very limited overlap between the Parties 
(UPL:  EUR  [2-4] million; Arysta EUR [0 -0.5] million ). 
10 - Market shares for s ugar beet post -emergence broadleaf herbicides in Austria  
Country  Market 
Size (EUR 
million)  UPL share  
(%) Arys ta share  
(%) Combined 
share (%) Other  
competitors  
(%) 
Austria  [0-1] [20-30] [10-20] [30-40] [60-70] 
Source: Form CO  
11 - Market shares for sugar beet post -emergence broadleaf herbicides in Belgium  
Brand owner  2015 ( EUR k) 2016 ( EUR k) 2017 ( EUR k) MS% 2015  MS% 2016  MS% 2017  
UPL/Arysta  [2,500-3,500]  [3,500-4,500]  [4,000-5,000]  [20-30] [20-30] [30-40] 
UPL [2,500-3,500]  [3,000-4,000]  [4,000-5,000]  [20-30] [20-30] [30-40] 
ADAMA  [4,000-5,000]  [4,000-5,000]  [4,000-5,000]  [30-40] [30-40] [30-40] 
Bayer  [1,000-2,000]  [1,000-2,000]  [1,000-2,000]  [5-10] [5-10] [5-10] 
DuPont  [500 -1,000]  [500 -1,000]  [500 -1,000]  [5-10] [5-10] [5-10] 
Various  [500 -1,000]  [500 -1,000]  [500 -1,000]  [5-10] [5-10] [5-10] 
Agrichem  [500 -1,000]  [500 -1,000]  [500 -1,000]  [5-10] [5-10] [5-10] 
Dow -Agrosciences  [100 -400]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Syngenta  [100 -400]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Arysta  [100 -400]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Grand Total  [11,000-
12,000]  [11,000-
12,000]  [12,000-
13,000]  100.00  100.00  100.00  
Source: Form CO  
 
19 12 - Market shares for sugar beet post -emergence broadleaf herbicides in France  
Brand owner  2015 (  EUR k) 2016 (  EUR k) 2017 (  EUR k) MS% 
2015  MS% 
2016  MS% 
2017  
Bayer  [15,000- 16,000]  [13,000- 14,000]  [15,000- 16,000]  [20-30] [20-30] [20-30] 
UPL/Arysta  [10,000-11,000]  [10,000-11,000]  [14,000-15,000]  [10-20] [10-20] [20-30] 
UPL [9,000-10,000]  [9,000-10,000]  [13,000- 14,000]  [10-20] [10-20] [20-30] 
ADAMA  [8,000-9,000]  [10,000- 11,000]  [10,000- 11,000]  [10-20] [10-20] [10-20] 
DuPont  [8,000-9,000]  [7,000-8,000]  [9,000-10,000]  [10-20] [10-20] [10-20] 
Sipcam -Phyteurop  [7,000-8,000]  [7,000-8,000]  [6,000-7,000]  [10-20] [10-20] [10-20] 
Belchim  [2,000-3,000]  [1,500-2,500]  [1,500-2,500]  [0-5] [0-5] [0-5] 
Tradi -Agri [500 -1,000]  [500 -1,000]  [1,000-2,000]  [0-5] [0-5] [0-5] 
Dow -Agrosciences  [500 -1,000]  [500 -1,000]  [500 -1,000]  [0-5] [0-5] [0-5] 
Sangosse  [200 -500]    [0-5] [0-5] [0-5] 
Protex  [50-100]  [0-50] [100 -400]  [0-5] [0-5] [0-5] 
Unknown  [100 -400]  [100 -400]  [100 -500]  [0-5] [0-5] [0-5] 
Arysta  [400 -800]  [100 -400]  [100 -400]  [0-5] [0-5] [0-5] 
Sumi -Agro  [50-100]  [50-100]  [0-50] [0-5] [0-5] [0-5] 
Various  [0-50] [0-50] [100 -400]  [0-5] [0-5] [0-5] 
Life-Scientific -Limited  [500 -1,000]  [50-100]  [0-50] [0-5] [0-5] [0-5] 
Chia -Tai [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
FMC  [0-50]  [0-50] [0-5] [0-5] [0-5] 
Societe -Financiere -de-
Pontarlier   [0-50] [0-50] [0-5] [0-5] [0-5] 
Syngenta  [100 -400]  [0-50]  [0-5] [0-5] [0-5] 
Barclay  [50-100]  [0-50]  [0-5] [0-5] [0-5] 
BHS  [0-50]  [0-5] [0-5] [0-5] 
BASF  [0-50] [0-50]  [0-5] [0-5] [0-5] 
Jouffray -Drillaud  [0-50]   [0-5] [0-5] [0-5] 
Sapec   [0-50]  [0-5] [0-5] [0-5] 
Nufarm   [0-50]  [0-5] [0-5] [0-5] 
Grand Total  [50,000- 60,000]  [50,000- 60,000]  [60,000- 70,000]  100.00  100.00  100.00  
Source: Form CO  
13 - Market shares for sugar beet post -emergence broadleaf herbicides in Italy  
Brand owner  2015 (  EUR k) 2016 (  EUR k) 2017 (  EUR k) MS% 
2015  MS% 
2016  MS% 2017  
ADAMA  [1,500-2,500]  [1000 -2000]  [1,500-2,500]  [30-40] [30-40] [40-50] 
UPL/Arysta  [500 -1,000]  [500 -1000]  [1,000-2,000]  [10-20] [10-20] [20-30] 
UPL [500 -1,000]  [500 -1000]  [1,000-2,000]  [10-20] [10-20] [20-30] 
Various  [1,000-2,000]  [500 -1000]  [500 -1,000]  [20-30] [20-30] [10-20] 
Bayer  [200 -500]  [500 -1000]  [200 -500]  [5-10] [10-20] [5-10] 
Sipcam  [200 -500]  [200 -500]  [200 -500]  [5-10] [5-10] [5-10] 
Dow -Agrosciences  [200 -500]  [200 -500]  [200 -500]  [5-10] [5-10] [0-5] 
Arysta  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Agrichem  [100 -400]  [50-100]  [0-50] [0-5] [0-5] [0-5] 
Grand Total  [5,000-6,000]  [4,000-5,000]  [4,000-5,000]  100.00  100.00  100.00  
Source: Form CO  
 
20 14 - Market shares for sugar beet post -emergence broadleaf herbicides in the 
Netherlands  
Brand owner  2015 (  EUR k) 2016 (  EUR k) 2017 (  EUR k) MS% 
2015  MS% 
2016  MS% 2017  
UPL/Arysta  [4,000- 5,000]  [3,500- 4,500]  [5,000- 6,000]  [30-40] [20-30] [30-40] 
UPL [4,000-5,000]  [3,500-4,500]  [5,000-6,000]  [20-30] [20-30] [30-40] 
ADAMA  [4,000-5,000]  [4,000-5,000]  [4,000-5,000]  [20-30] [20-30] [20-30] 
DuPont  [1,500-2,500]  [1,500-2,500]  [1,500-2,500]  [10-20] [10-20] [10-20] 
Bayer  [1,500-2,500]  [1,500-2,500]  [1,500-2,500]  [10-20] [10-20] [10-20] 
Syngenta  [1,000-2,000] [1,000-2,000] [1,000-2,000] [5-10] [10-20] [5-10] 
Dow -Agrosciences  [1,000-2,000]  [1,000-2,000]  [1,000-2,000]  [5-10] [5-10] [5-10] 
Arysta  [0-50] [0-50] [50-100]  [0-5] [0-5] [0-5] 
Grand Total  [14,000-
15,000]  [14,000-
15,000]  [15,000-
16,000]  100.00  100.00  100.00  
Source: Form CO  
 
15 - Market shares for sugar beet post -emergence broadleaf herbicides in the United 
Kingdom  
Brand owner  2015 (  EUR k) 2016 (  EUR k) 2017 (  EUR k) MS% 
2015  MS% 
2016  MS% 
2017  
UPL/Arysta  [1,500-2,500]  [2,000-3,000]  [2,000-3,000]  [20-30] [90-100]  [90-100]  
UPL Ltd.  [1,500-2,500]  [2,000-3,000]  [2,000-3,000]  [20-30] [90-100]  [90-100]  
Arysta  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
DuPont  [2,000-3,000]  [0-50] [0-50] [20-30] [0-5] [0-5] 
Goldengrass  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Euro -Chemicals  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Barclay  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Various  [50-100]  [0-50] [0-50] [0-5] [0-5] [0-5] 
Bayer  [2,500-3,500]  [0-50] [0-50] [30-40] [0-5] [0-5] 
Hermoo  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Novastar -Link-
Limited  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Chimac -Agriphar  [0-50] [0-50] [0-50] [0-5] [0-5] [0-5] 
Adama  [500 -1,000]  [0-50] [0-50] [10-20] [0-5] [0-5] 
Dow -
Agrosciences  [500 -1,000]  [0-50] [0-50] [5-10] [0-5] [0-5] 
Grand Total  [8,000-9,000]  [2,000-3,000]  [2,000-3,000]  100.00  100.00  100.00  
Source: Form CO  
Note: as explained in recital (101), the 100% market share for the Parties combined in 2016 and 2017 is not correct and reflects the fact 
that only the Parties' sales data but no third -party panel data is available for these years.  
(102)  Moreover, the Parties appear to overlap in the composition of their products only 
with limited sales of products based on the AI clopyralid, which neither produces 
and which they both procure from […]  (which itself also directly sells products 
based on that AI) . 
 
21 (103)  In addition, there are several other suppliers for each of the Parties' products based 
on molecules other than clopyralid, in each case typically with larger sales than the 
Parties .25 
(104)  More generally , the Parties' respective broader herbicide portfolios appear to have 
different foci: Arysta appears to target grasses in post -emergence, while UPL 
appears to focus on cross -spectrum /broadleaf  products in pre -emergence , and seems 
to have deliberat ely developed sugar beet herbicides as a key focus  (including with 
upcoming pipeline products ). It is therefore unlikely that the Parties would be close 
and important competitors even in the relevant affected markets, and consequently 
that the Transaction would have a significant effect on competition in these markets . 
(105)  In addition to the other elements detailed in this assessment, on the basis of which 
the Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and with the EEA Agreement with respect to 
post-emergence broadleaf herbicides for sugar beet in Austria, Belgium, France, 
Italy, the Netherlands and the United Kingdom , UPL's products  based on 
desmedipham and phenmedipham  – in addition to those based on chlorpropham – 
are under regulatory pressure. Their approval s expire on 31 July 2019 and their 
evaluations  have highlighted endocrine properties : they are thus likely to be banned 
or at least heavily restricted.  Accordingly, their  current  sales likely overestimate their 
competitive relevance in the near future.  Specifically, in the most likely scenario 
where both of the molecules ( as well as  chlorpropham) could no longer be used in 
the EEA, UPL would likely lose a total of EUR [20 -30] million in sales. Projections 
provided by the Parties show that their combined market share in the different 
affected markets would in the most likely scenario either remain relatively similar or 
decrease.26 
(106)  Conversely, new products have recently been launched for instance by Bayer , 
Adama, Syngenta, Dow  and BASF in 2017  or 2018. O ther launches are planned in 
the near future, for instance products by Bayer, BASF, FMC and others .27 
(107)  Finally, a clear majority of the respondents to the Commission's investigation did not 
expect that the Transaction would significantly affect competition in p ost-emergence 
broadleaf herbicides for sugar beet s.28 
(108)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market and with the EEA 
Agreement with respect to post -emergence broadleaf herbicides for sugar beet  in 
Austria, Belgium, France, Italy, the Netherlands and the United Kingdom . 
5.7. Vertically affected markets  
(109)  Under the framework established in the Commission’s guidelines on the assessment 
of non- horizontal mergers ,29 the Commission assesses so -called vertically affected 
                                                 
25  See Form CO, Annex Herbicides Sugar Beet, Tables 11, 35, 38, 41, 45 and 48 . 
26  See Form CO, Annex Herbicides Sugar Beet, paragraphs 37 -42 and 92- 93, 97- 98, 102- 103, 111- 112 and 
Tables 20, 24, 2 8, 32 and 42.  
27  See Form CO, Annex Herbicides Sugar Beet, paragraphs 79 -80 and Tables 12- 13. 
28  Q1 – Questionnaire to Competitors, question 19; Q2 – Questionnaire to  Customers and Others, 
question  19. 
 
22 market s when proposed concentrations concern companies which are respectively 
active on upstream and downstream markets from each other (that is to say, are in 
supplier -customer situations). In that context, the Commission mainly considers 
whether an operation i s likely to result in input foreclosure or customer foreclosure.  
(110)  Regarding possible input foreclosure , on the one hand, UPL is in the EEA a 
significant seller of chlorpropham as an AI – with a n approximate EEA market share 
of [30-40]%30 – which is then incorporated in a number of finished herbicides and 
potato PGR sold on downstream markets.  
(111)  On the other hand, Arysta makes sales on  these downstream markets , notably  with 
products containing chlorpropham. 
(112)  There is therefore in theory scope for input foreclosure, where the merged entity 
would attempt to increase its downstream sales by preventing downstream 
competitors from having access to the necessary upstream input (in this case, the 
chlorpropham AI).  
(113)  However, Arysta's (as well as the co mbined entity's) downstream market shares in 
markets where Arysta sells products incorporating chlorpropham are typically below 
20% (herbicides for other vegetables in France, Poland, the Netherlands and the 
United Kingdom, and for ornamentals in the Nethe rlands and the United Kingdom).  
(114)  For potato PGR, the only Member State for which the market is vertically affected 
but not horizontally affected – and therefore is not already assessed in Section 5.3 – 
is Italy, with a [30- 40]% market share for Arysta (there is no horizontal overlap 
because UPL is not active downstream  in that country ). 
(115)  Furthermore, these shares relate to the less relevant aggregations at crop level o r 
even aggregations of crops rather than an individual crop/pest combination  (for 
instance herbicides for other crops in Belgium).31 The information available to the 
Commission did not reveal that there would be any affected market or any likely 
effect on c ompetition in individual crops.32 
(116)  In light of these relatively modest market shares, the Commission considers it 
unlikely that the merged entity could successfully engage i n an input foreclosure 
strategy.  
(117)  Moreover, only very few market players appear to sel l products based on 
chlorpropham in the relevant downstream markets, and therefore to be potentially 
relying on UPL as a source of chlorpropham.  
(118)  In particular, Certis – the main alternative seller of downstream products based on 
chlorpropham in the EEA – […]. Instead, it appears to be sourcing its chlorpropham 
from a Chinese supplier.  
                                                                                                                                                      
29 Guidelines on the assessment of non -horizontal merge rs under the Council Regulation on the control of 
concentrations  between undertaki ngs, OJ C 265, 18.10.2008, p. 7.  
30  See Form CO, paragraph 10 . 
31  See Form CO, Annex Chlorpropham, Table 7.  
32  See Form CO, Annex Chlorpropham, paragraphs 94- 95, 113- 115, 121-122, 124 -125, 127- 128 
and 130-131. 
 
23 (119)  Regarding other players, in the relevant downstream herbicide markets, the only 
player aside from Certis and the Parties to sell products containing chlorpropham 
products is S ipcam. However, its sales in the relevant downstream market 
(herbicides for other vegetables in France) is very modest ( [5-10]%), and in all 
likelihood only partly attributable to products based on chlorpropham since Sipcam 
appears to sell products based on a number of AIs in this market. 
(120)  Similarly, in the relevant downstream potato PGR markets, only few players aside 
from Certis and the Parties sell products containing chlorpropham: Frowein in 
Germany, Aceto in the Unit ed Kingdom and BASF in Spain. In all cases, as can be 
seen in Section 5.3, the market share of each player is modest. 
(121)  Moreover, while UPL's upstream market share in the EEA is significant ([30-40]%), 
it continues to face two Chinese competitors  in the supply of chlorpropham, each 
with a similar market share and with a significantly higher share combined. The 
Commission thus considers that, in the hypothetical case where the merged entity 
would attempt to foreclose access to the chlorpropham AI to some of its downstream 
competitors, these would likely be able to defeat such a strategy by finding 
alternative suppliers.  
(122)  The Transaction would therefore in all likelihood not change the competitive 
dynamics o f the supply of chlorpropham in the EEA. 
(123)  Regarding possible customer foreclosure , already today […] . The contractual 
arrangements […] would remain unaffected by the Transaction. The Commission 
therefore considers that there is no scope for customer foreclosure , whereby […] . 
(124)  In addition to the other elements detailed in this assessment, on the basis of which 
the Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and with the EEA Agreement with respect to 
vertically affected markets in the EEA on the basis of products containing 
chlorpropham , as detailed in Section 5.3.5, chlorpropham at this stage a ppears  
unlikely to have its approval renewed in the EEA in the coming months. Any 
hypothetical effect from the Transaction at this stage thus  appears  likely to disappear 
in the very short term.  
(125)  Accordingly, the Transaction would likely  not result in a sign ificant impediment to 
effective competition in the upstream market for chlorpropham or in any of the 
vertically affected downstream markets in which Arysta sells formulated products 
incorporating chlorpropham . 
(126)  Based on the above, the Commission considers t hat the Transaction does not raise 
serious doubts as to its compatibility with the internal market and with the EEA 
Agreement with respect to vertically affected markets in the EEA on the basis of 
products containing chlorpropham . 
 
24 6. CONCLUSION  
(127)  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 Regul ation and Article 57 of the EEA Agreement . 
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission