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, 30.9.2021  
C(2021) 7253 final  
PUBLIC VERSION  
 
Public Joint -Stock Company  SIBUR 
Holding  
6 Block 1, building 30, the Eastern Industrial 
District, Tobolsk  
626150 Tyumen Region  
Russia  
 
Subject : Case M.10371 – SIBUR/TAIF  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 2 September 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Public Joint -
Stock Company SIBUR Holding (“SIBUR”, Russia) acquires within the meaning of 
Article 3(1)(b) of the Merger Regulation sole control of Joint -Stock Company TAIF 
(“TAIF”, Russia) by way of purchase of shares.3 SIBUR is designated hereinafter as 
the “Notifying Party” while SIBUR and TAIF are designated hereinafter 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 ( the ‘ 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 363 , 9.9.2021, p. 5.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE  PARTIE S  
(2) SIBUR is a public joint stock company organised and existing under the laws of 
Russia . It is an integrated petrochemicals group active in Russia and globally, with a 
focus on two business segments: (a) olefins and polyolefins (polypropylene, 
polyethylene, etc.), and (b) plastics, elastomers and intermediates (synthetic rubbers, 
expanded polystyrene, PET, etc.). SIBUR’s petrochemicals business mainly utilises 
its own feedstock, which is produced by its Midstream segment, which uses by -
products purchased from oil and gas companies.  
(3) TAIF and its group of companies  (‘TAIF Group’)  are based in the Republic of 
Tatarstan, Russia. The TAIF Group comprises several subsidiaries and affiliated 
companies operating in oil and gas processing, chemicals and petrochemicals, and 
power engineering, as well as investment and other services. TAIF Grou p produces –
among others – olefins, ethylene oxide, ethylene glycol, polymers and rubbers.  
2. THE  CONCE NTRATION  
(4) [Confidential information on the agreement between the Parties] . SIBUR will thus 
acquire direct sole control of TAIF by virtue of the Transaction.  
(5) TAIF operates in the petrochemical industry through its two main operational 
companies, Nizhnekamskneftekhim PJST (“NKNK”) and Kazanorgsintez PJSC 
(“KOS”), which are included in the perimeter of the Transaction.  
(6) [Confidential information on the agreement b etween the Parties ],4 [Confidential 
information on the agreement between the Parties ].5 
(7) [Confidential information on the agreement between the Parties] . 
(8) In the current constellation, the Commission considers that SIBUR acquires sole 
control over TAIF and i ts subsidiaries, because [Sibur will control the decision -
making bodies of TAIF and its key subsidiaries] . 
(9) [Although TAIF shareholders retain limited rights for a transitional period, Sibur 
will already exercise control over the operational management of T AIF through the 
ability to decide on the business plans of TAIF key subsidiaries] . On this basis  and 
even if it were considered that the remaining TAIF S hareholders would retain rights 
amounting to joint control, this would not change the Commission’s assessment, 
since such rights would  not in any event  constitute a lasting change of control . 
Therefore, the whole Transaction  may be considered to be an acquisition of sole 
control .6 
(10) The T ransaction is therefore an acquisition of sole control over TAIF by SIBUR 
within the meaning of Article 3(1)(b) of the Merger Regulation.  
                                                 
4  Form CO, paragraph 40 and response of the Notifying Party to RFI 8.  
5  Form CO, paragraphs 41 et seq.  
6  Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the 
control of concentrations between undertakings  (OJ C 95, 16.4.2008, p. 1 ), paragraph  34. 

 
 
4 5. HORIZONTAL OVE RLAPS – MARKE T DE FINITION AND COMPE TITIVE  ASSE SSME NT  
5.1. Market Definition  for butyl rubber  
(15) Butyl rubber is among the most widely used synthetic elastomers. Due to its high 
degree of gas impermeability, butyl rubber is widely used to produce a range of 
rubber goods, mostly inner liners and inner tubes of tires . Therefore, the tire industry 
accounts f or approximately 70%  of global butyl rubber consumption. The remaining 
butyl rubber is used for the production of various sealants for closing medicine 
bottles, pharmaceutical packaging and injection vials, as well as  for the production 
of air cushions, pneumatic springs, adhesi ves, fibre optic compounds, sports ball 
bladders  or chewing gum.  
(16) Butyl rubber is a  synthetic  elastomer produced by polymerisation of isobutylene 
with a smaller amount of isoprene. Regular butyl rubber  (i.e. non -halogenated butyl 
rubber)  can be further halogenated using elemental chlorine or bromine. Halogenated 
chloro - and bromo -butyls are commercially the most important b utyl rubber 
derivatives, having  higher levels of resistive properties, low gas permeability, and 
cure versatility.  Chloro - and bromo -butyls are halogenated butyl rubbers which  are 
extensively used in the automotive sector for tire production  and automobile shock -
absorption applications, such as suspension bumpers, exhaust hangers , and body 
mounts . 
5.1.1.  Product Market Definition  
The Commission’s pre vious decisions  
(17) The wider product market concerned is the market for synthetic elastomers. In 
Dow/DuPont10 the Commission considered that each synthetic elastomer constitutes 
a separate product market as it has specific characteristics and/or costs which define 
the applications for which they may be used. Furthermore, the production of each 
family of synthetic  elastomer requires equipment and techniques specific to that 
family so that it is not possible to switch the use of a facility designed to produce one 
elastomer to another in a short time. Therefore, the Commission identified a separate 
product market for  butyl rubber.  
(18) In Saudi Aramco/SABIC11 the Commission considered a further segmentation of the 
butyl rubber market into halogenated and non -halogenated butyl rubber, as the 
market investigation indicated that they are not generally substitutable with each 
other from a demand -side perspective . This is because non -halogenated butyl rubber 
cannot be co -vulcanised with other tire materials and is therefore not suitable for 
inner liner applications. Within the halogenated category, the Commission also 
consid ered a further segmentation between  bromobutyl and chlorobutyl  as they can 
be used for the manufacture of different types of tyres . The Commission ultimately 
left the exact scope of the product market definition for butyl rubber open.  
                                                 
10  See case IV/M.663 – Dow/DuPont, decision of 21.02.1996.  
11  See case COMP/M.9410 – Saudi Aramco/SABIC, decision of 27.02.2020.  
 
 
5 The Notifying Party’s view  
(19) The Notifying Party considers that butyl rubber forms a separate product m arket 
without further segmentation, due to the high degree of supply -side substitutability 
across the various hypothetical sub -segments. The Notifying Party submits that the 
precise  product market definition can be left open as the Transaction would not raise 
serious doubts as regards its compatibility with the internal market  irrespective of the 
product market  defined in this case . 
The Commission’s assessment  
(20) The Commission’s market investigation did not provide evidence suggesting that  
butyl rubber is part of a wider  market including other elastomers. With respect to a 
potential further segmentation within the butyl rubber market, customers responding 
to the q uestionnaire  generally considered that halogenated and non -halogenated 
butyl rubber are not substitutable with each other as each product presents different 
qualities and characteristics.12 A customer also mentioned that the end product s 
usually undergo lab oratory testing in order to be qualified, thus their composition 
and quality cannot be changed with the use of a different type of rubber.  
(21) Responses from the market investigation further indicated that within the 
halogenated category, a distinction can be  made bet ween bromobutyl and 
chlorobutyl, although some respondents consider them substitutable to a certain 
extent on the basis of the customer’s production plant’s chemical mixing and know -
how.13  
(22) From a supply side perspective, t he responses to the marke t investigation also 
indicated  that butyl rubber and its segments are somewhat homogeneous commodity 
products across suppliers, and that from a supply -side perspective it is generally 
possible and straightforward to switch production between the different types.14 
(23) In any event, the Comm ission considers that, for the purposes of the present 
decision, the exact scope of the product market definition for butyl rubber can be left 
open, since the Transaction does not raise serious doubts as to its compatibility with 
the internal market  or the  functioning of the EEA Agreement , under any of the 
following plausible product market definition s: (i) butyl rubber overall, (ii) no n-
halogenated butyl rubber (iii) halogenated  butyl rubber , and within halogenated butyl 
rubber,  (iv) bromobutyl or (v) chlorobutyl rubber.  
5.1.2.  Geographic Market Definition  
The Commission’s previous decisions  
(24) In its older precedents,15 the Commission considered the relevant geographic market 
for butyl rubber to be at least EEA -wide, and probably larger, ultimately leaving the 
                                                 
12  Responses to question 2 of the questionnaire to customers of butyl rubber.  
13  Responses to question 2 of questionnaire to customers of butyl rubber.  
14  Responses to question 2 of questionnaire to competitors of butyl rubber.  
15  See case IV/M.663 – Dow/DuPont, decision of 21.02.1996 and case COMP/M.3733 – Dow/DDE, 
decision of 26.04.2005.  
 
 
6 questi on open. In  Saudi Aramco/SABIC16 the Commission considered that the 
relevant geographic scope for butyl rubber and its plausible sub -segments is likely 
worldwide, as the market investigation indicated that both the supply of and demand 
for butyl rubber are global, with regular trade flows between regions . The 
Commission ultimately left the exact scope of the geographic market definition 
open.  
The Notifying Party’s view  
(25) The Notifying Party considers that the geographic market for butyl rubber is global 
in sco pe. 
(26) First, the Notifying Party submits that each major butyl rubber manufacturer has a 
few global production facilities that supply customers aro und the globe, while they 
use multiple production sites to supply butyl rubber to the same customer. Second, 
the Notifying Party considers t he key butyl rubber customers to be  global tire 
manufacturers that are active worldwide, thus butyl rubber trade flows are global 
with significant imports and exports between continents. Third, the Notifying Party 
submits that production costs are roughly comparable among various worldwide 
production facilities and transportation costs are low (typically just a few percent of 
the sales price).  
(27) The Notifying Party submits that the precise geographic market definition can be left 
open as the Transaction would not raise serious doubts as regards the impact of the 
transaction on the internal market irrespective of any plausible  geographic market  
definition (i.e. EEA -wide or global) in this case . 
The Commission’s assessment  
(28) The Commission’s market investigation indicates that the relevant geographic scope 
for butyl rubber and its possible sub -segments is likely worldwide. All customers 
responding to the market investigation replied  that they purchase butyl rubber 
globally .17 Two respondents mentioned that they prefer to purchase raw materials 
locally. For example, one respondent replied: “We purchase and negotiate 
Bromobutyl sourcing globally. Considering the transportation/logistic costs and 
delivery lead times, production fac ilities in Europe or Russia might be more 
advantageous for our manufacturing plants in Europe.”18 This suggests that 
sourcing close to the production facility of the end  product is commercially 
attractive. However, most competitors and the main customers (t ire manufacturers) 
have production sites in locations across the world. Competitors further indicated 
that customers tend to multi -source from suppliers located in various locations 
worldwide with relatively frequent changes in product flows.19 
(29) In any event , the Commission considers that, for the purposes of the present 
decision, the exact scope of the geographic market definition for butyl rubber can be 
left open, since the Transaction does not raise serious doubts as to its compatibility 
                                                 
16  See case COMP/M.9410 – Saudi Aramco/SABIC, decision of 27.02.2020.  
17  Responses to question 2 of questionnaire to customers of butyl rubber.  
18  Response to question 3 of questionnaire to customers of butyl rubber.  
19  Responses to q uestion 3 of questionnaire to competitors of butyl rubber.  



 
 
10 The Notifying Party’s view  
(34) The Notifying Party submits that the overlap with TAIF does not give rise to 
competition concerns notably on the grounds that (i) SIBUR is an insignificant 
player, (ii) the combined market shares of the Parties or the increment brought about 
by the Transaction are low, (iii) there is a large number of competitors, (iv) there are 
no barriers to entry, including R&D, ( v) the Parties’ customers have significant 
buyer power and can easily switch among suppliers at a global level, (vi) the Parties 
are not close competitors.  
The Commission’s assessment  
(35) In the EEA market for butyl rubber overall  in 2020, the Parties had a combined 
volume market share of [40-50]% ([30-40]% in value), with SIBUR bringing an 
increment of [0-5]% in volume and [0-5]% in value. Although the Parties’ combined 
market share is significant, this is largely attributable to TAIF’s pre -existing market 
share. While the HHI is above 2000 ( […]), the HHI delta brought about by the 
Transaction is […] by volume and […] by value, and therefore at a level at which the 
Commission is unlikely to identify horizontal competition concerns absent other 
conditions.27 Moreover, none of the market participants responding to the market 
investigation, including customers and competitors of the Parties, has raised 
concerns about the impact resulting from the Transaction.28 In light of this, the 
Comm ission concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement in 
relation to butyl rubber overall in the EEA.  
(36) In the EEA market for halogenated butyl rubber  in 2020, TAIF had a market share of 
[40-50]% in volume and [30-40]% in value. SIBUR is not currently active in 
halogenated butyl rubber and did not generate revenues with halogenated butyl 
rubber in the EEA in 2020. In view of the fact that SIBUR does not curr ently sell 
halogenated (bromo or chloro) butyl rubber in the EEA, the Transaction only leads 
to future overlaps in those plausible markets. In particular, SIBUR will only produce 
halogenated (bromo and chloro) butyl rubber through its Joint Venture RSE, in  
which it has a share  of 20%. […]. Therefore, given that the Parties’ likely significant 
combined market share from 2022 is largely attributable to TAIF’s pre -existing 
market presence, the Transaction is unlikely to bring any significant change to the 
current structure of the market.   
(37) Moreover, w hile SIBUR is arguably a future entrant in the plausible market for 
halogenated butyl rubber in the EEA, the Transaction is unlikely to change this due 
to the fact that SIBUR is entering the market via its Joint Ven ture RSE with 
Reliance. Besides having joint control over RSE, Reliance holds the majority of 
shares  in the Joint Venture . The Commission considers that Reliance is unlikely to 
have any incentive to stop the current plans to enter the market  even in the 
hypothetical scenario that SIBUR might wish so . In any case, the market 
investigation confirmed that the butyl rubber market overall is growing , thus it 
would make no commercial sense for Joint Venture RSE not to enter the market or 
not to expand its capacit y. For example, one competitor states: “(…) the production 
                                                 
27  See Horizontal Merger Guidelines, paragraph 20.  
28  Responses to questions 6 and 7 of the questionnaires to customers and competitors of butyl rubber.  
 
 
11 of butyl rubber is an attractive investment opportunity due to the growing demand 
for butyl rubber products used in tire manufacturing and, therefore, new entry in this 
market occurs regularly. Indeed, in the past years the global butyl rubber business 
has experienced rapid expansion of capacity and new market entry. For instance, a 
butyl rubber manufacturing facility – Reliance Sibur Elastomers Private Limited – 
has recently been constructed in Jamnagar, Gujarat, India.”29  
(38) The vast majority of respondents to the market investigation considers that the 
Transaction will bring no change to the current market structure.30 As mentioned 
above, one customer provided an estimate of market shares in the ch lorobutyl 
market: “The chlor obutyl market is limited to few suppliers particularly Exxon [30-
40]% share (our estimation), Arlanxeo [10-20]% share and new Sibur [10-20]% 
(including Reliance joint venture and TAIF) following JSR [5-10]%.”31Another 
customer co nsiders that “ the Transaction would not influence overall availability in 
EU of bromobutyl, nor [they] believe there’s any rationale for the new owner to 
downsize existing capacity at TAIF ”. According to the customer, SIBUR’s market 
share is too limited to  be qualified as a “‘ true’ competitor ” to TAIF, while 
“regardless of the Transaction, Exxon and Arlanxeo will still be the suppliers of 
reference ”.32 
(39) Based on the above considerations, the Commission concludes that the Transaction 
does not raise serious dou bts as to its compatibility with the internal market or the 
functioning of the EEA Agreement in relation to halogenated butyl rubber and its 
further plausible segmentations in the EEA.  
(40) In the global market for  non-halogenated butyl rubber  in 2020, the Parties had a 
combined volume market share of [20-30]% ([10-20]% in value) . Other major global 
competitors include Exxon ( [10-20]%), Tatneft ( [10-20]%) and Saudi Aramco ( [5-
10]%). Given that (i) the Parties’ combined market share is limited and the market is 
only affected by volume market shares, (ii) there remain sufficiently strong 
competitors in the global market, and (iii) none of the market participants responding 
to the market  investigation has raised concerns about the impact resulting from the 
Transaction,33 the Commission concludes that the Transaction does not raise serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement in rel ation to non -halogenated butyl rubber in the global market.  
(41) In the EEA market for  non-halogenated butyl rubber  in 2020, the Parties had a 
combined volume market share of [50-60]% ([40-50]% in value ). Post -Transaction, 
the Parties would continue to face sev eral competitors, including Saudi Aramco 
                                                 
29  Response to question 5 of the questionnaire to competitors of butyl rubber.  
30  Responses to questions 6 and 7 of the questionnaires to customers and competitors of butyl rubber. One 
market participant raised concerns that the Transaction will reduce the number of manufacturers of 
bromobutyl and chlorobutyl rubber from four to three players in Europe, while also acknowled ging that 
“the existing suppliers will have sufficient capacity to supply European customers ”. Given that SIBUR is 
not yet active in the manufacturing of bromobutyl and chlorobutyl rubber, the Commission does not 
consider it likely that the Transaction wil l bring any significant change to the current structure of the 
market.  
31  Response to question 6 of the questionnaire to customers of butyl rubber.  
32 Responses to questions 4 and 6 of the questionnaire to customers of butyl rubber.  
33  Responses to question s 6 and 7 of the questionnaires to customers and competitors of butyl rubber.  
 
 
12 ([30-40]% by volume, [30-40]% by value) and Tatneft ( [10-20]% by volume, [10-
20]% by value).   
(42) With respect to the market shares provided by the Notifying Party, as set out in 
Table 5 above, the Commission firstly notes that Exxon’s market position in the 
EEA market for non -halogenated butyl rubber has been sig nificantly underestimated. 
In light of Exxon’s response to the market investigatio n including its sales data for 
non-halogenated butyl rubber in the EEA ,34 as we ll as the responses provided by  
customers,35 the Commission considers that Exxon is a credible supplier of non -
halogenated butyl rubber within the EEA. In that regard, the Commission considers 
that, in a plausible market for non -halogenated butyl rubber in the EEA, the 
Transaction would lead to a consolidation from five to four market players  and not to 
a reduction from four to three  market players , as Table 5 suggests . Thus, the merged 
entity would continue to face competition from sizeable players who curr ently 
supply EEA customers with non -halogenated butyl rubber  including Saudi Aramco, 
Exxon and Tafnet . In fact, the majority of customers of non -halogenated butyl 
rubber responding to the market investigation indicated that the major suppliers of 
non-halogenated butyl rubber in Europe are Saudi Aramco and Exxon, which also 
have production facilities within the continent.36 . 
(43) Second , the results of the market investigation indicate that even in a plausible 
market for non -halogenated butyl rubber in t he EEA, the merged entity  would still 
face competitive constraints from global non -halogenated butyl rubber suppliers  who 
currently only supply EEA -based customers to a more limited extent . As a 
competitor put it, “ the Transaction is unlikely to have any a nticompetitive effects 
because the butyl rubber business is highly competitive with many suppliers active 
on a global basis with a highly commoditized product ” and “ it is fairly easy for any 
supplier located in or outside the EEA, to supply customers in th e EEA ”.37 In this 
respect, the Commission also notes that SIBUR only supplies […] customers 
through its joint venture with Reliance, RSE, located in India, whereas TAIF 
supplies the […] market from Russia.38 Given that none of the Parties has 
manufacturing f acilities in the EEA and both of them only export non -halogenated 
butyl rubber to the EEA customers from outside Europe, the Commission considers 
that the market is characterised by sig nificantly low barriers to entry for potential 
competitors active in th e global market for non -halog enated butyl rubber . In this 
regard, the Commission also takes note of the recent  Saudi Aramco/SABIC  case, 
where the market test indicated that “ there are no technical, economic or regulatory 
barriers to purchasing or selling b utyl rubber at a worldwide level at competitive 
terms, with the exception of recently imposed anti -dumping duties in China ”.39 
(44) Third , the results of the market investigation  also indicate that SIBUR and TAIF are 
not close competitors. The majority of the responding customers does not consider 
the Parties as close competitors in the butyl rubber industry in general and does not 
                                                 
34  Response to question 1 of the questionnaire to competitors of butyl rubber.  
35  Responses to question 5 of the questionnaire to customers of butyl rubber.  
36  Responses to ques tion 5 of the questionnaire to customers of butyl rubber.  
37  Responses to questions 6 and 7 of the questionnaire to competitors of butyl rubber.  
38  Form CO, paragraphs 408 et seq.  
39  See case COMP/M.9410 – Saudi Aramco/SABIC, decision of 27.02.2020, paragraph 38.  
 
 
13 include both of them40 among the  major butyl rubber suppliers in the EEA. In this 
context, one customer states : “From a [customer’s]  purchasing point of view we do 
not consider NKNH and SIBUR to be competitive players in the Butyl rubber market 
as SIBUR is only establishing (ramping up) Butyl (non -halogenated and 
halogenated) production in India targeting mostly loca l Indian/Asian market while 
NKNH’s traditional key sales market is Europe.”41 This is also corroborated by the 
differences seen between the Parties’ volume and value market shares  (particularly 
in this market, where difference s between volume and value mark et shares are the 
highest  of all the plausible butyl rubber product markets) , especially with regard to 
TAIF, indicating that they are not manufacturing high -end butyl rubber products.  In 
light of the Parties’  current geographic focus (even in a context of  low entry barriers) 
and the type of product on this specific market, the Commission does not consider 
the Parties to be close competitors in the plausible market for non -halogenated butyl 
rubber in the EEA.  
(45) Fourth , from a demand -side perspective, the majo rity of butyl rubber, including the 
potential sub -segment of non -halogenated butyl rubber, is mostly consumed by 
leading global players active in the tire industry. In particular, the ten largest tire 
producers take up approx. 70% of the entire butyl rubbe r demand.42 The Notifying 
Party submits that customers of non -halogenated butyl rubber are therefore 
sophisticated purchasers that have significant negotiating power due to their size and 
commercial significance. Moreover, they have multi -sourcing strategie s and they 
would typically qualify multiple producers for their supply. Given that butyl rubber, 
including the potential market  of non -halogenated butyl rubber, is a commodity 
product, the Notifying Party claims that customers are able to switch between 
suppliers quickly and easily.43 In the recent  Saudi Aramco/SABIC  case44 the 
Commission considered that at least for the global t ire manufacturers, butyl rubber is 
indeed a relatively homogenous product across different suppliers and that “ most 
customers multi -source, consider that there are no barriers to switching other than 
the need to qualify the supplier’s plant and product, and indeed have switched butyl 
rubber supplier in the last three years ”. In light of this, as well as the results of the 
market investigation, confirming that customers consider that they will continue to 
have access to a sufficient choice of credible suppliers of non -halogenated butyl 
rubber in the EEA post -Transaction,45 the Commission considers the Notifying 
Party’s claims to be valid.  
(46) Fifth, n either customers nor competitors expect the Transaction to have a significant 
impact on the plausible market for non -halogenated butyl rubber in the EEA .46 Most 
customers that replied to the market investigation considered that a sufficient n umber 
of both halogenated and non -halogenated butyl rubber suppliers remain available 
                                                 
40  A few customers include TAIF in the five major butyl rubber suppliers in the EEA. Only one of them also 
include s SIBUR  in the list.  
41  Response to question 4 of the questionnaire to customers of butyl rubber.  
42  Form CO, paragraphs 395, 4 04 and 429. The same considerations have been made in case COMP/M.9410 
– Saudi Aramco/SABIC, decision of 27.02.2020, paragraph 65.  
43  Form CO, paragraph 430.  
44  See case COMP/M.9410 – Saudi Aramco/SABIC, decision of 27.02.2020, paragraphs 65 and 70.  
45  Responses to questions 5, 6 and 7 of the questionnaire to customers of butyl rubber.  
46  Responses to question 6 of the questionnaire to customers of butyl rubber and responses to question 6 in 
the questionnaire to competitors of butyl rubber.  
 
 
14 post-Transaction to serve customers in the EEA.47 For example, one customer states : 
“We do not expect any change compared to the current, known supplier situation.”48  
(47) Base d on the above considerations, and all the evidence availab le to it, the 
Commission  concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market  or the functioning of the EEA Agreement  in 
relation to non -halogenated butyl rubber in the EEA . 
6. VE RTICAL LINKS – MARKE T DE FINITION AND COMPE TITIVE ASSE SSME NT  
(48) Butyl rubber is produced by polymerization of a mixture of isobutylene (around 
98%) and isoprene (about 2%). Isobutylene is typically supplied to butyl rubber 
facilities by pipeline from nearby oil refineries.49 
(49) Isobutylene, also known as isobutene, is a colourless, extremely flammable gas with 
a faint petroleum -like odour. SIBUR  sold […] of isobutylene to TAIF in Russia in 
2020, and […] globally in 2020  ([…]).50 TAIF used the product as an input in the 
production of butyl rubber.  
6.1. Isobutylene (upstream)  – Butyl Rubber (downstream)  
6.1.1.  Product and Geographic Market Definition s 
The Commission’s pre vious decisions  
(50) The Commission has not previously considered the product market for isobutylene. 
However, the Commission has considered the market for high purity isobutylene 
(“HPIB”) and left open whether the relevant product market was the broader 
chemical group of isobutylene or whether HPIB constituted a separate market.51 The 
market investi gation in that case indicated  that HPIB and isobutylene likely are 
separate markets, but did not conclude on the product market definition.   
(51) In terms of geographic market definition, the market investigation in SK Capital 
Partners/Schenect ady indicated that the market for HIPB/isobutylene is regional  
(e.g. EEA -wide) , because long -distance transport of the product is generally not 
commercially viable52, but did not conclude on the exact geographic market.  
The Notifying Party’s view  
(52) The Notifying Party expressed no specific views with respect to the product or 
geographic market definit ion of isobutylene, but considered that the geographic 
market for isobutylene is global or at least EEA -wide, because isobutylene is 
actively traded acr oss borders within the EEA. In any case, the Notifying Party 
                                                 
47  Responses to questions 6 and 7 of the questionnaire to customers of butyl rubber.  
48  Response to question 7 of the questionnaire to customers of butyl rubber.  
49  Form CO, paragraph 360.  
50  Response of the Notifying Party to RFI 6, paragraph 14.  
51  Case COMP/M.9017, SK Capital Partners/ Schenectady Internationa l Group, decision of 11.10.2018, 
paragraphs  159 – 162. 
52  Case COMP/M.9017, SK Capital Partners/ Schenectady Internationa l Group, decision of 11.10.2018, 
paragraph 164.  
 
 
15 submits that the exact product and geographic market definitions can be left open in 
this case, as the Transaction raises no serious doubts with respect to its compatibility 
with the internal mar ket under any plausible market definition.  
The Commission’s  assessment  
(53) The Commission has obtained  no evidence indicating that the market for isobutylene 
should be considered as one market  overall  or as separate segmented  market s (i.e. 
HPIB and isobutylene) , and considers that the exact market definition can be left 
open in this case .  
(54) [Details of SIBUR’s sales of isobutylene] , the Commission considers that this 
supports the previous finding that the plausible isobutylene markets are likely EEA-
wide. [SIBUR’s sales of isobutylene in 2020] .53  
(55) The Commission considers that no conclusion on the exact product or geographic 
market definition for isobutylene is necessary in the present case, since no serious 
doubts as to the compatibility of the Tr ansaction with the internal market or the 
functioning of the EEA Agreement arise, regardless of the product  (i.e. isobutylene 
overall or further segmentation into HPIB and isobutylene)  or geographic scope  (i.e. 
EEA-wide or global)  of that market.  
6.1.2.  Competiti ve Assessment  
The Notifying Party’s view  
(56) The Notifying Party submits that post -Transaction the Parties have no ability or 
incentive to engage in either input or customer foreclosure for the following reasons: 
(i) SIBUR  only sold limited  quantities of isobu tylene to TAI F, and in any case only 
sold isobutylene in Russia ; (ii) SIBUR ’s tota l sales of isobutylene are negligible, 
amounting to […] in 2020 ; (iii) according to the Notifying Party’s best estimates, 
SIBUR's sales on the merchant market for isobutylene  are insignificant in light of 
global sales and amounted to no more than [0-5]% of global sales on the merchant 
market. [TAIF’s sales of isobutylene] .  
(57) Furthermore, and in terms of customer foreclosure, the merged entity will have 
neither the ability nor t he incentive to engage in customer foreclosure practices, in 
particular by restricting its isobutylene competitors on the upstream market from 
access to downstream producers of butyl rubber, mostly because both SIBUR and 
TAIF produce isobutylene captively and hence, are no significant customers of 
isobutylene currently.  
The Commission’s assessment  
(58) The Commission recalls that non -horizontal mergers generally pose no threat to 
effective competition unless the merged entity has a significant degree of market 
power (which does not necessarily amount to dominance) in at least one of the 
markets concerned.  In assessing the likelihood of an anticompetitive input 
foreclosure scenario , the Commission examines, first, whether the merged entity 
would have, post -merger , the ability to substantially foreclose access to inputs, 
                                                 
53  Response of the Notifying Party to RFI 6, paragraph 12.  
 
 
16 second, whether it would have the incentive to do so, and third, whether a 
foreclosure strategy would have a significant detrimental effect on competition 
downstream. In  assessing the likelihood o f an anticompetitive customer foreclosure 
scenario, the Commission examines, first, whether the merged entity would have the 
ability to foreclose access to downstream markets by reducing its purchases from its 
upstream rivals, second, whether it would have  the incentive to reduce its purchases 
upstream, and third, whether a foreclosure strategy would have a significant 
detrimental effect on consumers in the downstream market.54 
(59) As regards input foreclosure  (isobutylene and further plausible segmentations) , 
SIBUR’s sales of isobutylene suggest that it is not a key player and source for butyl 
rubber producers in the  EEA or globally. Given these low shares  ([0-5]% of global 
isobutylene sales on the merchant market )55, SIBUR is unlikely to have the ability to 
foreclose competitors on the downstream market , which  will continue to have 
multiple alternative suppliers to source from at the global level, as well as in the 
EEA, including suppliers such as LyondellBasell, Evonik Industries, Enterprise, 
Shandong Yuhuang, S handong Shenchi, and Saudi Aramco.56 Given that most of the 
isobutylene production by petrochemical companies is used captively57, there are 
likely no incentives to foreclose downstream competitors, which could simply 
increase their own in -house supply. Acco rding to the Notifying Party, the volume of 
isobutylene sold on the merchant market in the EEA amounts to less than [20-30]% 
of total consumption of isobutylene, with the [70-80]% corresponding to the in -
house production of the customers. A partial input f oreclosure (increased prices) is 
also unlikely to be successful considering the market structure on the upstream 
market s which are characteri sed by self -supply. In any event, neither SIBUR nor 
TAIF sells isobutylene in the merchant market in the EEA. The Commission 
considers that it is therefore unlikely that the merged entity has the ability or 
incentive to foreclose downstream rivals of TAIF post -Transaction.  
(60) As regards customer foreclosure , TAIF’s market share in the plausible downstream 
market s was highest in non -halogenated butyl rubber in the EEA  with [40-50]% in 
2020 (SIBUR: [10-20]%). Even in this narrowest plausible downstream market 
where TAIF has the highest market share no concerns arise, as  TAIF has no ability 
to foreclose isobutylene producers . In particular, TAIF is not a significant customer 
for isobutylene as it produces it captively, covering [a large percentage]  of its global 
needs in 2020 with its in -house production and only sourcing [a small percentage]  on 
the merchant market. In any ev ent, several other large producers of butyl rubber 
remain in the market (with more than 50% market share in the EEA for example), as 
possible customers  of isobutylene. With respect to incentives,  suppliers can sell 
isobutylene to customers that are active in downstream markets other than butyl 
rubber , meaning that the upstream product has more widespread use than only in the 
downstream butyl rubber market  (which accounts for approx. 5% of total isobutylene 
consumption) . Major customers include producers of methyl tertiary butyl ether  
(approx. 35 -40% of total isobutylene consumption) , methyl methalycrate (approx. 
1% of total isobutylene consumption), as well as other end uses, e.g. ETBE, gasoline 
alkylate, BHT, t -butyl mercaptan, isobutyl aluminium compounds and others, 
                                                 
54  See Non -horizontal Merger Guidelines, paragraphs 23, 32 and 59.  
55  Response of the Notifying Party to RFI 6, paragraph 14.  
56  Response of the Notifying Party to RFI 6, paragraph 17.  
57  Response of the Notifying Party to RFI 6, paragraph 13 . 
 
 
17 accounting for the majority of the total isobutylene consumption .58 It is therefore 
unlikely that the merged entity has the ability or incentive to foreclose SIBUR’s 
isobutylene rivals upstream post -Transaction.  
(61) Based on the results of the market investigation and all other evidence available to it, 
the Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement with 
respect to the vertical relationship between isobutylene (upstream) and butyl rubber 
(downstream) under any market definition  that the Commission considers plausible . 
7. CONCLUSION  
(62) For the above reasons, the European Commission has decided not to oppose th e 
notified Transaction  and to declare it compatible with the internal  market and with 
the EEA Agreement.59 This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement . This decision is 
without prej udice to the  Union’s  restrictive measures imposed in response to the 
crisis in Ukraine as set out in Council Regulation (EU) No 833/201460 and Council 
Regulation (EU) No 269/2014 .61  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
58  Response of the Notifying Party to RFI 6, paragraph 22 and RFI 9.  
59  Before the concentration is implemented, it is necessary to examine whether its consummation would 
violate Article 2a(1)(b) of Council Regulation (EU) No 692/2014 (OJ L 183, 24.6.201 4, p. 9).  
60  OJ L 229, 31.7.2014, p. 1, as subsequently amended, most recently by Commission Implementing 
Regulation (EU) 2019/1163 (OJ L 182, 8.7.2019, p. 33) . 
61  OJ L 78, 17.3.2014, p. 6, as subsequently amended, most recently by Council Implementing Reg ulation 
(EU) 2021/446 (OJ L 87, 15.3.2021, p. 19) .