Final Report of the Hearing Officer — Huntsman Corporation/Equity interests held by Rockwood Holdings (Case M.7061)
Date: 2014-09-01
Institutions: European Commission
Subjects: administrative procedure, chemical industry, economic concentration, merger control








C_2015067EN.01000501.xml










25.2.2015   


EN


Official Journal of the European Union


C 67/5





Final Report of the Hearing Officer (1)

Huntsman Corporation/Equity interests held by Rockwood Holdings
(Case M.7061)
(2015/C 67/06)






1.


On 29 January 2014, the European Commission received a notification of a proposed transaction under which Huntsman International LLC, a wholly-owned subsidiary of Huntsman Corporation (‘Huntsman’) is to acquire the equity interests of Rockwood Specialties Group, Inc. (‘Rockwood’) in a number of businesses (2) (‘the Proposed Transaction’).










2.


The Proposed Transaction constitutes a concentration with an EU dimension for the purposes of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (3) (the ‘Merger Regulation’).










3.


On 5 March 2014, considering that the Proposed Transaction raised serious doubts as to its compatibility with the internal market, the Commission adopted a decision initiating proceedings pursuant to Article 6(1)(c) of the Merger Regulation. Huntsman submitted written comments on 19 March 2014.










4.


On 21 March 2014, at Huntsman’s request and in accordance with Article 10(3) of the Merger Regulation, the Commission extended by 20 working days the period for reviewing the Proposed Transaction.










5.


Pursuant to Article 10(4) of the Merger Regulation, this period was suspended as from 25 March 2014 (the deadline for responding to an initial request for information under Article 11(2) of the Merger Regulation to which Huntsman did not provide a complete response). This suspension was lifted on 28 April 2014, following compliance by Huntsman with a decision of 16 April 2014 under Article 11(3) of the Merger Regulation requesting the outstanding information.










6.


On 8 July 2014, the Commission adopted a Statement of Objections (‘the SO’) addressed to Huntsman. In the SO, the Commission took the preliminary view that the Proposed Transaction is incompatible with the internal market and functioning of the European Economic Area Agreement (‘EEA Agreement’) since it is likely to lead, on the EEA market for titanium dioxide for printing ink applications, to a significant impediment of effective competition by creating a dominant position and eliminating competition between competitors holding large shares of a market characterised by high barriers to entry.










7.


Pursuant to Article 13(2) of Commission Regulation (EC) No 802/2004 of 7 April 2004 implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (4), Rockwood was also informed of the objections addressed to Huntsman.










8.


Huntsman submitted a written response to the SO on 23 July 2014, within the time period set by the Commission. Rockwood did not submit comments on the SO.










9.


Huntsman had the opportunity of obtaining access to the Commission’s file, notably via CD-ROM provided on 11 July 2014. I did not receive any requests in this regard.










10.


There were no applications to be heard as an interested third person in the present proceedings.










11.


The involved parties did not request a formal oral hearing.










12.


On 28 July 2014, Huntsman submitted a second revised set of commitments. These commitments addressed issues raised by the market testing of the proposed commitments it had offered on 28 March 2014 and 18 July 2014 with a view to allaying the competition concerns raised by the Proposed Transaction.










13.


The draft decision declares the Proposed Transaction, as modified by the commitments submitted by Huntsman on 28 July 2014, compatible with the internal market and the EEA Agreement, subject to conditions and obligations intended to ensure that Huntsman complies with these commitments.










14.


Pursuant to Article 16 of Decision 2011/695/EU, I have examined whether the draft decision deals only with objections in respect of which the parties have been afforded the opportunity of making known their views. I conclude that it does.










15.


Overall, I consider that the effective exercise of procedural rights has been respected during the present proceedings.





Brussels, 1 September 2014.

Joos STRAGIER




(1)  Pursuant to Articles 16 and 17 of Decision 2011/695/EU of the President of the European Commission of 13 October 2011 on the function and terms of reference of the hearing officer in certain competition proceedings (OJ L 275, 20.10.2011, p. 29) (‘Decision 2011/695/EU’).

(2)  Namely (i) Rockwood’s titanium dioxide pigments and functional additives businesses, which together operate under the name Sachtleben; (ii) Rockwood’s colour pigments business, timber treatment and wood protection chemicals business in North America, and water treatment business; and (iii) Gomet, a specialist provider of automotive spare parts developed for the automotive aftermarket.

(3)  OJ L 24, 29.1.2004, p. 1.

(4)  OJ L 133, 30.4.2004, p. 1.