Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION 
Brussels, 20.09.2016 
C(2016) 6094 final 
 
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possible the information omitted has been 
replaced by ranges of figures or a general description.  
PUBLIC VERSION 
  
 
MERGER PROCEDURE 
 
To the notifying party 
 
Dear Sir/Madam, 
Subject: Case M.8068 - Bunge/ Walter Rau Neusser Öl und Fett  
Commission decision pursuant to Ar ticle 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreemen t on the European Economic 
Area2 
(1) On 16 August 2016, the European Commissi on received notification of a proposed 
concentration pursuant to Article 4 of  the Merger Regulation by which the 
undertaking Bunge Deutschland GmbH (‘Bunge Deutschland’, Germany), a 
subsidiary of Bunge Limited (‘Bunge’, USA), acquires within the meaning of Article 3(1)(b) of the Merger Regulati on sole control over the whole of the 
undertaking Walter Rau Neusser Öl und Fett AG (‘WRAG’, Germany) by way of  purchase of shares
3 ("the Transaction").  Bunge and WRAG  are designated 
                                                 
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 'Uni on' and 'common market' by 'inter nal 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 306, 23.8.2016 , p. 9. 

 
 
2 hereinafter as 'the Parties', while the unde rtaking resulting from the Transaction is 
referred to as "the merged entity". 
1. THE  PARTIES 
(2) Bunge is a food and agribusiness group active in the purchase, storage and 
processing of grains and oilseeds, the pr oduction and sale of s ugar and bioenergy, 
edible oils and fats, the production of  milled wheat, corn and rice products for 
consumers and the production, blend and di stribution of fertiliser products for 
agriculture. Bunge’s EEA facilities, includi ng for the processing of oil seeds, are 
located in Germany, Austria, Hungary, Romania, Poland, Spain and Italy. 
(3) WRAG is a company incorporated under Ge rman law active in the processing and 
blending of vegetable oils and fats prim arily for industrial food processors and 
production and marketing of edible oils. WR AG's sole facility is located in Neuss, 
Germany. 
2. THE  CONCENTRATION 
(4) On 19 April 2016, Bunge and CREMER OLEO GmbH & Co. KG signed a sale 
and purchase agreement according to which Bunge, via its subsidiary Bunge Deutschland, will acquire shares repr esenting 62.84% of the registered share 
capital of WRAG. The remaining 37.16% wi ll be held by a natural person and 
Walter Rau Wohlfahrtsstiftung. Through the Transaction, Bunge w ill acquire sole 
control over WRAG as (i) Bunge will be ab le to select the supervisory board, 
which in turn selects the management of WRAG and (ii) the remaining shareholders will have neither rights granting decisive influence over WRAG nor power to take or block actions which de termine the strategic commercial behaviour 
of WRAG.  
(5) Therefore, the Transaction constitutes a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation. 
3. UNION
 DIMENSION 
(6) The undertakings concerned have a combin ed aggregate world-wide turnover of 
more than EUR 5 000 million (Bunge: EUR 39 166 million, WRAG: EUR 301 million). Each of them has an  Union-wide turnover in excess of 
EUR 250 million (Bunge: EUR 6 468 milli on, WRAG: EUR 278 million), but they 
do not achieve more than two-thirds of th eir aggregate Union-wide turnover within 
one and the same Member State. The no tified operation therefore has an Union 
dimension. 
4. RELEVANT
 MARKETS  AND  COMPETITIVE  ASSESSMENT 
(7) Crude oil is produced by crus hing and pressing oil bearing crops. It is then further 
processed to produce refined seed oil which can be sold in bulk (BRSO) or packed 
for sale to end-users (PRSO). Refined seed  oil is also further refined to produce 
vegetable fats. Vegetable oils and fats ar e used by the food processing industry as a 
component in food products. 
 
 
3 (8) In previous decisions, the Co mmission distinguished within edible oils and fats the 
following segments: (i) crude seed oil; (ii)  BRSO; (iii) PRSO, and (iv) bakery fats4. 
It also considered that olive oils are distinct from seed oils5. 
(9) The Parties' activities in the EEA overlap horizontally regarding the production and 
sale of (i) BRSO and (ii) PRSO for the foodservice channel. However, whereas 
both companies sell mono-oil refined s eed oil products, WRAG’s business mainly 
focuses on specialised blended seed oils which are tailor made to suit particular 
functional applications and cu stomers ("functional oils").  
4.1. Product market definition 
4.1.1.  BRSO 
(10) In previous decisions, the Commission left open whether various types of refined 
seed oils sold in bulk constitute different markets6. It was found that whereas there 
is a certain degree of substitutability between  the different types of seed oil, it is 
not complete neither from the demand nor the supply side.  
(11) The Parties do not contest the Commission' s findings in previous decisions but 
submit that the limited overlap between the Parties activities makes it unnecessary to consider these distinctions further
7.  
(12) The Commission inquired market partic ipants about the appropriate market 
definition for BRSO products in the context of case M.7963 – ADM /Wilmar /Olenex JV which concerned the same products and was notified to the Commission on 4 August 2016. It resulted fr om that market investigation that 
vegetable refined oils, such as for example, rapeseed, sunflower or soy bean oils, are to be distinguished fro m tropical refined oils, such  as palm and coconut oil
8 due 
to differences in composition, intended use and price. 
(13) The Commission also investig ated in that case whether further segmentation should 
be considered between different types of vegetable oils and, separately, between 
different types of tropical oils. It resulted from the investigation that there is only a 
limited degree of substitutability between different types of refined oils. This concerns both vegetable oils and tropical oils
9. 
(14) In the present case whether the market fo r the sale and production of BRSO should 
be segmented according to the different t ypes of seeds and vegetable oils can be 
left open since the Transaction would not give rise to serious doubts as to its 
compatibility with the internal market under the narrowest possible product market 
definition where the overlaps between the Parties are most pronounced. Therefore, 
                                                 
4  M.3044 – ADM/PURA, par. 8 
5  M.1802 – Unilever/Amora,Naille par.17 
6  Cases M.3044 – ADM/Pura, par. 10 and M.3188 ADM/VDBO, par.12-16. 
7  Form CO, par.77. 
8  Case M.7963 – ADM/Wilmar/Olenex JV, par. 25-26. 
9  Case M.7963 – ADM/Wilmar/Olenex JV, par. 27-33. 
 
 
4 the effects of the Transaction have been  assessed on the basis of the narrowest 
product market for each of the different types of BRSO 
4.1.2.  PRSO 
(15) As regards PRSO, previous markets investigations run by the Commission 
suggested that it may not be necessary to distinguish separate markets on the basis 
of different types of seeds. However, w ith respect to the di fferent distribution 
channels, sales of food products (including o ils) to the retail sect or were considered 
separate from sales to the food service sector. 
(16) The Parties highlight the different characteri stics of PRSO products  sold to retailers 
or to the food service channel. As rega rds other possible sub-segmentations the 
Parties do not contest the Co mmission's findings in prev ious decisions but submit 
that the limited overlap between the Pa rties activities makes it unnecessary to 
consider these distinctions further10.  
(17) In the present case whether the market for the sale and production of PRSO should 
be segmented according to the different type s of seeds or the different distribution 
channels can be left open since the Tran saction would not give  rise to serious 
doubts as to its compatibility with the in ternal market under the narrowest possible 
product market definition where the ove rlaps between the Parties are most 
pronounced. Therefore, the effects of the Transaction have been assessed on the 
basis of the sale of the different types of PRSO to the foodservice channel.  
4.2. Geographic market definition 
4.2.1.  BRSO 
(18) In two previous cases, the Commission left  open the exact geogr aphic scope of the 
BRSO markets and analysed both EEA-wide and national markets11. In other cases, 
the Commission found that these markets were EEA-wide in scope12 . 
(19) The Parties argue that the market should be considered wider than national or 
regional and put forward th at customers source thes e products from producers 
across the EEA, and that suppliers can easily ship the products to different 
countries or regions in response to demand13.  
(20) The Commission's investigation in the above-mentioned parallel case M.7963 – 
ADM /Wilmar /Olenex JV appears to indi cate that the geographic scope for the 
markets of BRSO is regional, covering nearby countries14. 
(21) For the purpose of the present case, BRSO markets will be analysed at both EEA 
and national level taking into acc ount potential cross- border trade.  
                                                 
10  Form CO, par.78-82. 
11  M.3188 – ADM/VDBO, par.30. M.7625 – ADM/AOR, par.31. 
12  M.2980 – Cargil/AOP. M.3044 –-ADM/PURA. 
13  Form CO, par.92. 
14  Case M.7963 – ADM/Wilmar/Olenex JV, par.40-43. 
 
 
5 4.2.2.  PRSO 
(22) The Commission in previous decisions le ft open the precise definition of the 
geographic scope of the PRSO  markets. However, the market investigation in 
previous cases revealed el ements indicating that suppl y of PRSO to the retail 
channel can be regarded as national in sc ope with possible cross-border effects. For 
instance, the competitive assessment carried out in Cargil/Vandemoortele15, related 
not only to Belgium, but also neighbouri ng areas where bottling plants within a 
reasonable distance (at least 300km) were located.  
(23) The Parties argue that the market for PRSO  should also be cons idered wider than 
national or regional an d put forward that customers source these products from 
producers across the EEA, and that suppl iers can easily ship  the products to 
different countries or regions in response to demand16.  
(24) In the present case, and for the purposes of this decision, whether the relevant 
geographical market for the production and sa le of PRSO is na tional or wider in 
scope can be left open since the Transact ion would not give rise to serious doubts 
as to is compatibility w ith the internal market under the narrowest possible 
geographical market where the overlaps between the Parties are most pronounced. 
Therefore, the effects of the Transaction have been assessed at national level taking 
into account potential cross-border trade.  
4.3. Competitive assessment 
(25) The Transaction will lead to the following potentially affected markets:  
(i) the EEA-wide market for BRSO made from  sunflower seed oil. An analysis on 
the basis of the different types of BRSOs and PRSOs shows that, with the 
exception of the market for BRSO produced from sunflower, the Transaction would not lead to any potentially aff ected markets when considering EEA-wide 
markets.  
 (ii) the markets for the supply of BRSO  in Austria, Hungary and Poland and  
 (iii) the market for the supply of PRSO to the foodservice channel in Bulgaria. 
4.4. EEA-wide market for BRSO produced from sunflower 
(26) As regards the market for BRSO produced  from sunflower, competition issues 
appear unlikely to arise as the combined market share of the Parties is not high ([20-30]%) and would therefore not ex ceed [20-30]% post-tr ansaction with an 
increment of below [10-20]% ( B unge [10-20]% and WRAG [5-10]%). 
Furthermore, several important competitors will remain present and exercise competitive pressure on the merged en tity. These include most notably the 
international competitors Cargill, Olenex, Lesieur/Sofiproteol and Glencore.  
                                                 
15  Case COMP/M.1227 – Cargil/Vandemoortele. The market delineation used in the assessment covered 
therefore Belgium and several transborder regions of France, Germany, the Netherlands, Luxembourg 
as well as the United Kingdom. 
16  Form CO, par.92 and 98. 
 
 
6 4.5. National markets - BRSO  
(27) When considering the geographic scope of the relevant markets to be national or 
regional, the Transaction would lead to potentially affected markets for BRSO in: 
(i) Austria, (ii) Pola nd and (iii) Hungary.  
(28) The combined market share of the Partie s are as follows: in Austria [70-80]% 
(Bunge: [70-80]%, WRAG: [5-10]%), in  Poland: [30-40]% (Bunge: [30-40]%, 
WRAG: [0-5]%) and in Hungary up to [20-30]% (Bunge: up to  [20-30]%, 
WRAG: up to [5-10]%).  
(29) Yet, competition concerns are unlikely to aris e as a result of the Transaction for the 
following reasons: 
(30) First, the increment to Bunge's market sh are brought about by the Transaction with 
respect to those national markets is limited and remains in any case below [10-20]%. 
(31) Second, in view of the inform ation provided by the Parties
17 and the market 
assessment in previous cases, it appears lik ely that national mark et shares are only 
of limited significance to measure the market  power of the Part ies on the respective 
oils markets as customers seem to procure cross-border.  
(32) In this respect, the assumption that BRSO prod ucts travel at least to a certain extent 
across the borders is supported by the f act that WRAG owns only one production 
facility in Germany but se lls outside Germany [50-60] % of its production. Yet, 
when considering a regional market the combined market shares of the Parties differ substantially from the national market shares. For instance, in a regional market comprising Austria and neighbouri ng countries the combined market share 
of the Parties would be approximately [ 50-60]% for the region comprising Austria, 
Slovenia, Slovakia and Hungary, [40-50]% for the region Austria and Hungary and 
even only [10-20]% for the region Austria and Germany. 
(33) This was confirmed in the course of th e market investiga tion conducted by the 
Commission. The large majority of the cu stomers that responded to the market 
investigation indicated that they would be able to source  BRSO from producers 
located in countries othe r than the ones where thei r company's facilities are 
located
18. Potential alternative suppliers were named by customers: " there are 
medium-sized, mostly regional suppliers as well regional suppliers as well in 
France, Southern and Eastern Europe or  even Black Sea (e.g. Coppini, Speroni, 
Lipidos, Florin, Lamotte, Tole do, Sabo Oleificio, Fabio etc.)"19. Supplies from 
ADM locations in the Czech Republic, Germany and Poland as well as from Glencore in Germany were also indicated by customers
20. Generally, no concerns 
                                                 
17  The Parties have submitted in this regard that tenders for refined seed oil products usually take place 
at least on an EEA-wide basis. 
18  See emails from customers consulted of 23 August 2016, 9.59am.; 23 August 2016 10.48am; 
23 August 2016, 5.02pm; 24 August 2016 12.04pm; 23 August 2016 1.19pm; August 25, 
2016 3:04 pm; 25 August 2016, 4.28pm. 
19  See email from a customer consulted of 17 August 2016, 9.06am.  
20  See email from a customer consulted of 23 August 2016, 5.02pm. 
 
 
7 were raised by the customers consulted as to the potential impact that the 
Transaction could have on the procurement of BRSO. 
(34) Concerns were neither expressed by cust omers located in Austria, where national 
market shares are highest. A customer  sourcing BRSO for Austria and Hungary 
indicated that it could turn to supp liers located in Czech Republic, Hungary, 
Germany and a number of other countries a nd in relation to alternative suppliers it 
indicated that "supplyers are all big ADM(Olenex), Glencore, Bunge, Cargill, but 
also manny smaller supplyers like Tywi ssen, Brökelmann, Bimal, Ardealul, NT, 
Banat, Tampieri ".21  
(35) This is corroborated by an analysis of the refining plants active in the production of 
BRSO within Austria or in the neighbour ing countries within a maximum distance 
of 500km. A large number of plants are ac tive within that terri tory, including, inter 
alia, in Austria itself (BAG Ölmühle,  Olea Rauch), Czech Republic (ADM, 
Agrofert, Glencore, Slavia Capital), Germ any (Cargill), Hungary (NT, Öko-Line), 
Italy (Cereal Docks, Deoleo, Tampieri, Unigrà), Poland (Bielmar, Komagra) and 
Romania (Ardealul).22  
(36) Third, the Parties' products do not appear to be clos e competitors as WRAG is 
specialised in the production of functi onal oils while Bung e produces and sells 
almost exclusively standard mono-oil23. Indeed production of functional BRSOs 
constituted [80-90]% of WRAG's over all production in 2015 . Moreover, WRAG 
sales of BRSO in Austria were 90-100%  functional oils24.  
(37) Finally, the merged entity will continue facing competition from other large 
international agribusiness groups such as Cargill, Olenex, Lesieur/Sofiproteol and 
Glencore.  
(38) In the light of the above and in view of  the information available to it and the 
outcome of the market investigati on, the Commission considers that the 
Transaction dos not give rise to serious doubts as to its comp atibility with the 
internal market with respect to  the production and sale of BRSO. 
4.6. National markets - PRSO 
(39) The Transaction leads to an affected ma rket in the market for PRSO to the 
foodservice sector in Bulgar ia. However, the combined ma rket share of the Parties 
of [20-30]% (Bunge: [10-20]%, WRAG: [5 -10]%) remains below [20-30]% with 
an increment below [10-20]%. Therefore, also in respect of the market for the 
                                                 
21  See email from a customer consulte d of 15 September 2016, 11.14 am. 
22  See annex 564662673-1 submitted by Bunge representatives by email of 14 September, 6.52pm.  
23  Functional blends are blends developed and produced especially for the customer’s individual needs 
and demands. Functional monos are oils of a single type which are not blended but have a certain 
function, or a special modification such as a defined melting point or a certain demanded level of 
sustainable sourcing. Non-functional oils are pure commodity oils (for example, standard sunflower oil, standard rapeseed oil, standard palm oil). See email of Bung e representatives of 
15 September 2016, 11.31am.  
24  See Annex "Functional and non functional oils 2015" submitted by Bunge representatives by email of 
14 September 2016, 2.16pm.  
 
 
8 production and sale of PRSO, competition c oncerns are unlikely to arise from the 
Transaction.  
5. CONCLUSION 
(40) For the above reasons, the European Co mmission 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 Artic le 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement. 
For the Commission 
(signed) 
Neven MIMICA Member of the Commission