CELEX: 32016M8015
Language: en
Date: 2016-08-26 00:00:00
Title: Commission Decision of 26/08/2016 declaring a concentration to be compatible with the common market (Case No COMP/M.8015 - SYNTHOS / INEOS STYRENICS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 26.8.2016
C(2016) 5595 final

                                        [pic]

To the notifying party:

Dear Sir/Madam,

Subject:    Case M.8015 – SYNTHOS / INEOS STYRENICS
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

    1) On 21 April 2016, the European Commission (the "Commission") received a notification of a proposed concentration pursuant to Article  4(5)
       of Council Regulation (EC) No 139/2004[3] by which Synthos S.A. ("Synthos" or the "Notifying Party")  acquires  sole  control  within  the
       meaning of Article 3(1)(b) of the Merger Regulation over the EPS-related business of INEOS Styrenics Industries Holdings  Limited  ("INEOS
       Styrenics" or the "Target") by way of purchase of shares ("the Transaction"). Synthos and INEOS Styrenics are collectively referred to  as
       the "Parties".

       THE PARTIES AND THE OPERATION

    2) Synthos is a Polish manufacturer of chemical products, such as emulsion rubber  and  solution  styrene  butadiene,  polybutadiene  rubber,
       polystyrene (both expanded and extruded), adhesives, etc. Synthos belongs to the capital group ultimately controlled by Mr Michal  Solowow
       (the "Mr Solowow's Group"). Synthos has its main production plants in Poland and the Czech  Republic,  and  is  active  in  more  than  65
       countries.

    3) INEOS Styrenics is a worldwide manufacturer of chemical raw materials, whose production focuses mainly on expanded/expandable  polystyrene
       beads ("EPS beads"). INEOS Styrenics is the parent of a group of companies constituting the INEOS Styrenics’  EPS  beads  business  (INEOS
       Styrenics’ ultimate parent is INEOS, a worldwide chemical group with headquarters in Switzerland).  INEOS  Styrenics  has  two  production
       plants in France and one in the Netherlands, and is active in over 50 countries worldwide.

    4) Pursuant to the Share Sale Agreement signed by the Parties on 6 May 2016, the transaction will consist in the purchase of (i) 100%  shares
       of INEOS Styrenics European Holding B.V. from INEOS and (ii) the EPS beads-related assets from INEOS Styrenics International S.A., a Swiss
       subsidiary of INEOS by Synthos (the "Transaction").

    5) The Transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

    6) The Transaction does not have EU dimension within the meaning of Article 1(2) or 1(3) of the Merger Regulation  given  that  the  turnover
       thresholds are not met. Indeed, the undertakings concerned have a combined aggregate world-wide turnover of […] (INEOS Styrenics: […];  Mr
       Sołowow’s Group: […]) and EU-wide turnover of […] (INEOS Styrenics: […]; Mr Sołowow’s Group: […]).

    7) However, on 21 April 2016 the Commission received, by means of a reasoned submission, a referral request pursuant to Article 4(5)  of  the
       Merger Regulation with respect to the Transaction. The referral request met 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  three  Member  States,
       namely […]. In addition, no competent authority expressed its disagreement with the Transaction being referred to the Commission within 15
       working days of receiving a copy of the submission.

    8) Therefore, according to Article 4(5) of the Merger Regulation, the Transaction is deemed to have EU dimension.

       COMPETITIVE ASSESSMENT

1 Market definition

    9) The Parties overlap horizontally in the production of EPS beads. Synthos  is  also  active  in  the  production  of  styrene  monomer  and
       polystyrene, which are used as input in the manufacturing process of EPS beads (and therefore are vertically related to the production  of
       EPS beads).

1 EPS beads

       Product market

   10) EPS bead is a cellular plastic material based on polystyrene  which  is  produced  on  the  basis  of  two  technologies:  (i)  suspension
       polymerisation and (ii) extrusion. EPS is supplied in the form of beads to converters who transform EPS  beads  into  end  products.  End-
       products based on EPS beads are mainly used in the construction sector as insulating material or lightweight/lightening aggregate, and  to
       a lesser extent in the packaging industry.[4] The Parties are manufacturers of EPS beads, but they are not active in the downstream market
       of EPS beads conversion.

   11) In previous decisions, the Commission has defined EPS beads as a market distinct  from  other  insulation  materials  (such  as,  extruded
       polystyrene or mineral wool and polyurethane foam).[5]

      a. Distinction between white EPS and grey EPS beads

   12) The Commission has in the past considered that the EPS beads market can be further segmented between ‘white’ and ‘grey’ according  to  its
       relative thermal conductivity (‘lambda value’)[6], but it ultimately left the product market definition open.[7]

   13) The Notifying Party submitted that grey EPS beads are approx. 12-19% more expensive than white EPS beads but it considers nonetheless that
       there exists a high degree of demand-side and supply-side substitutability between the two types  of  EPS  beads,  which  in  turn  points
       against identifying two separate relevant markets.

   14) From a demand-side perspective, the Notifying Party argued that white EPS and grey EPS beads are, to some  extent,  substitutable  as  all
       relevant physical and chemical features, except for the thermal productivity, are largely the same for both products.[8]  From  a  supply-
       side perspective, the Notifying Party submitted that the production technology for all EPS beads varieties, classes  and  grades  is  very
       similar, and the costs of shifting production from white EPS beads to grey EPS beads (and vice versa) are limited.

   15) The outcome of the market investigation does not support the Notifying Party's view. First, a large majority of customers do not  consider
       white and grey EPS beads as substitutable in terms of intended use, prices and product characteristics.

   16) The extent of supply-side substitutability between grey and white EPS beads also appears to be limited. Suppliers  who  responded  to  the
       Commission's market investigation indicated that the manufacturing of grey EPS  beads  requires  non-negligible  investments  in  specific
       equipment and facilities. For example, a supplier noted that "switching from white EPS to grey EPS and vice-versa  would  imply  technical
       difficulties and expensive R&D and that it would result in a high amount of intermediate and contaminated product being released."[9] This
       seems to be in line with Notifying Party submission that manufacturing  grey  EPS  beads  requires  additional  equipment  and  facilities
       compared to white EPS beads production,[10] and that the total expenditure to open a grey EPS  beads'  production  line  would  amount  to
       several million euros.[11] In addition, the lack of prompt  supply-side  substitutability  between  white  and  grey  EPS  beads  is  well
       illustrated by […]. Finally, the Commission notes that not all EPS beads' suppliers are active in the  market  for  grey  EPS  beads.  For
       example, Ravago, Bewi-Styrochem and Unipol produce white EPS beads but they are not present in the market for  grey  EPS  beads.[12]  This
       suggest that switching of the production processes of white and grey EPS beads may not be as  immediate  as  suggested  by  the  Notifying
       Party.

   17) In view of the above, due to the lack of significant demand-side and  supply-side  substitutability,  the  Commission  considers  for  the
       purpose of this decision that white EPS and grey EPS beads constitute distinct relevant markets.

      b. Further market segmentations

   18) The Commission has also considered whether the white and/or grey EPS beads' market should be further  segmented  on  the  basis  of  other
       properties/characteristics, such as the bead size, hygiene requirements, fire resistance, etc.

   19) The Notifying Party submitted that different varieties of EPS beads are largely seen by customers as interchangeable and in any case  they
       are highly substitutable from a supply-side perspective as they can easily be obtained by adding  specific  additivities.[13]  Whilst  the
       investigation has not confirmed that different varieties of EPS are substitutable from a  demand  perspective,  the  Parties'  competitors
       largely pointed to the lack of significant obstacles and costs in shifting production from one EPS beads variety to another, within  white
       and grey EPS beads production processes

   20) On the basis of the significant supply-side substitution the Commission considers that a further segmentation of the white  and  grey  EPS
       beads would not be appropriate.

         Geographic market

   21) The Commission has previously defined the EPS beads market as at least EEA-wide[14].

   22) The results of the market investigation in this case support the previous decisional practice of the Commission as regards the  geographic
       market delineation of the market for EPS beads. Indeed, the market investigation  provided  indications  that  producers  serve  customers
       located across the EEA from a few manufacturing plants and that EPS is shipped, on average, over several hundred kilometres.[15][16]  This
       is the case for both white and grey EPS beads,

   23) The Notifying Party agrees with this approach.

   24) Therefore, the Commission considers for the purpose of this decision that white and grey EPS beads markets are EEA-wide in scope.

2 Styrene monomer

   25) Styrene is an intermediate chemical product and has no end-use in itself. It is used as a base material for the production of  polystyrene
       and EPS beads and as a co-monomer in the production of a number of plastic and synthetic rubbers.

   26) The Commission has previously considered styrene monomer as a separate relevant product market. The market investigation in this case  did
       not provide any indications that this market should be further  segmented.  Therefore,  the  Commission  considers  that  styrene  monomer
       constitutes as a separate relevant product market.

   27) In the past decisions, the geographic market for styrene was considered either global or EEA-wide in scope.[17] The  market  investigation
       did not provide any indication suggesting that the geographic dimension of the market should be narrower than the EEA. For the purposes of
       this decision, the Commission considers that it can be left open whether the geographic market is  the  EEA  or  global  as  the  proposed
       transaction would raise no competition concerns even under the narrowest plausible market definition (ie. EEA-wide).

3 Polystyrene (PS)

   28) Polystyrene (PS) is a thermoplastic resin produced by the polymerisation of styrene. PS  may  then  be  further  processed  into  specific
       grades, by different process conditions (temperature, pressure) and/or the  use  of  other  chemicals  (initiators,  additives,  synthetic
       rubber).[18]

   29) In previous decisions the Commission has considered whether the market for PS should include other polymers (eg. PP and PET), and  whether
       PS should be segmented in separate sub-markets for GPPS[19] and HIPS[20]. However, the  Commission  ultimately  left  the  product  market
       definition open.[21] For the purposes of this decision, the Commission considers that the market  definition  can  be  left  open  as  the
       proposed transaction would raise no competition concerns under any plausible market delineation

   30) As regards the geographic dimension, the Parties submitted that the market for PS should include the  EEA  and  the  Switzerland.[22]  The
       Commission has previously considered the market for PS to be at least EEA-wide, but it  ultimately  left  the  definition  open.[23].  The
       market investigation did not provide any indication suggesting that the geographic dimension of the market should  be  narrower  than  the
       EEA. The Commission considers that it can be left open whether the geographic market is the EEA or it is wider as the proposed transaction
       would raise no competition concerns even under the narrowest plausible market definition (ie. EEA-wide).

2 Competitive assessment

1 Horizontal relationships

   31) The Transaction leads to (i) a horizontally affected market in relation to the  production  of  white  EPS  beads  and  (ii)  a  potential
       horizontal overlap in relation to the production of grey EPS beads.

   32) Both Synthos and INEOS Styrenics are active in white EPS beads' production. Only INEOS Styrenics currently produces grey EPS beads […].

1 Non-coordinated effects

        a) White EPS beads

   33) The Notifying Party submitted that the Transaction would not lead to non-coordinated effects  because:[24]  (i)  market  concentration  is
       limited[25], (ii) a number of credible suppliers will continue to exert an effective competitive constraint on  the  Parties  post-merger,
       (iii) white EPS beads are largely a homogeneous product and therefore the Parties are  not  uniquely  close  competitors,  (iv)  there  is
       significant excess capacity in the market, and (v) several customers are large, sophisticated  companies  with  the  ability  to  exercise
       strong countervailing buyer power.

   34) INEOS Styrenics and Synthos have a market share of [10-20]% and [10-20]% respectively  and  post-Transaction  the  Parties  would  be  the
       largest supplier in the market with a share of [30-40]% in the EEA. BASF is the second-largest supplier with a share of [10-20]%, followed
       by Sunpor ([5-10]%), Versalis ([5-10]%), Ravago ([5-10]%), Bewi Syrochem ([5-10]%) in the EEA. The remaining share of the market is  split
       between a number of smaller/regional suppliers.

            Table 1: White EPS beads – Market shares (EEA) in 2015 - volume
|Supplier                                                         |Market share in the EEA              |
|White EPS beads                                                  |                                     |
|Synthos                                                          |[10-20]%                             |
|INEOS Styrenics                                                  |[10-20]%                             |
|Combined                                                         |[30-40]%                             |
|BASF                                                             |[10-20]%                             |
|Sunpor                                                           |[5-10]%                              |
|Versalis                                                         |[5-10]%                              |
|Ravago                                                           |[5-10]%                              |
|Bewi Styrochem                                                   |[5-10]%                              |
|Other                                                            |[20-30]%                             |

                 Source: Form CO.

   35) The findings of the market investigation support the view that the merger is unlikely to give rise to non-coordinated effects.

   36) First, according to the market respondents, BASF has generally been seen as the closest competitor to each  of  the  Parties.[26],[27]  In
       addition, customers explained that other suppliers such as Sunpor, Versalis and Ravago also compete closely and are valid alternatives  to
       the merging parties.[28] This suggests that the merged entity would unlikely have the incentives to increase the price post-merger as  the
       remaining suppliers all having spare capacity[29] could defeat such price increase by capturing a significant share of the  customers  who
       would switch away from the Parties in response to the price increase.[30]

   37) Second, the market investigation indicated that switching between suppliers is relatively  common  as  white  EPS  beads  are  seen  as  a
       relatively homogenous product, and many customers switched suppliers in the last five years. Moreover, customers tend to source their  EPS
       beads requirements from multiple suppliers[31] and they can (threaten to) move volumes to  other  existing  suppliers  as  a  disciplining
       strategy. The market investigation has revealed that prices are typically renegotiated on a monthly basis and customers move volume  among
       their suppliers depending on relative price levels. The Commission notes that only a limited number of customers have the Parties as their
       only white EPS beads suppliers.

   38) Third, the investigation confirmed that other EPS beads suppliers have currently spare capacity. Only one competitor experienced  capacity
       constraint in the past 5 years and since then it has invested in additional capacity.[32] Some  competitors  who  replied  to  the  market
       investigation also indicated that they plan to expand their capacity in the next 3  to  5  years.[33]  This  suggests  that  the  Parties’
       competitors would be able to expand their production in order to accommodate the demand of new customers who would switch  away  from  the
       merger entity in response to a hypothetical price increase post-merger.

   39) In light of the above, the Commission considers that the Transaction is unlikely to  result  in  a  significant  impediment  to  effective
       competition in the market for white EPS beads.

        b) Grey EPS beads

   40) Sunpor and BASF are by distance the main suppliers in the grey EPS beads' market, each with a share of approx. [40-50]%.  INEOS  Styrenics
       is the third supplier in the market but its share ([5-10]%) is substantially smaller than Sunpor and BASF.

           Table 2: Grey EPS beads – Market shares (EEA) in 2015 - volume
|Supplier                                                    |Market share in the EEA           |
|Grey EPS beads                                              |                                  |
|Synthos[34]                                                 |[0-5]                             |
|INEOS Styrenics                                             |[5-10]%                           |
|Combined                                                    |[5-10]%                           |
|BASF                                                        |[40-50]%                          |
|Sunpor                                                      |[40-50]%                          |
|Versalis                                                    |[0-5]%                            |
|Other                                                       |[5-10]%                           |

          Source: Form CO

   41) As set out above (see paragraph (32)), Synthos is not currently active in the grey EPS beads market […].  The  Notifying  Party  submitted
       that […].[35] In light of this, the Commission considers that Synthos’ entry into the grey EPS beads' market would be very  likely  absent
       the merger. The Commission has therefore assessed whether the merger  would  remove  a  (future)  effective  competitive  force  from  the
       market.[36]

   42) The findings of the market investigation indicate that BASF and Sunpor are the leaders in the grey EPS beads' market. INEOS  Styrenics  is
       generally perceived as a relatively weak constraint as the quality of its grey product is lower than that of  other  suppliers  (including
       BASF and Sunpor)[37]. The Notifying Party’s internal documents[38] suggest that, […]. This is because […]. By contrast,  INEOS  Styrenics’
       grey production relies on the suspension technology […]. In light of the above, the Commission considers that, if and when Synthos were to
       enter this market absent the merger, it would likely compete more closely with BASF and Sunpor than with INEOS Styrenics.[39]

   43) In the light of the above, the Commission considers that the Transaction is unlikely to result in a significant  impediment  to  effective
       competition in the market for grey EPS beads.

2 Coordinated effects

         White EPS / Grey EPS beads

   44) The Commission has considered whether the Transaction may increase the likelihood  of  coordinated  conducts  (or  may  make  coordination
       easier, more stable or more effective) but it has ultimately concluded that coordinated  effects  are  unlikely  to  arise  following  the
       Transaction.

   45) First, the Transaction would increase the asymmetry between suppliers in the white EPS beads' market. The Parties' combined  market  share
       ([30-40]%) is approximately twice as large as the market share of the  second  biggest  supplier  in  the  market  (BASF,  [10-20]%).  The
       increased asymmetry may generate different incentives to coordinate which in turn would make it less  likely  that  EPS  beads'  suppliers
       could reach a common understanding on the terms of coordination.

   46) Second, monitoring deviations would be difficult in both the white EPS beads and the grey EPS beads' market  as  there  is  limited  price
       transparency. Prices are negotiated bilaterally between suppliers and customers on a  monthly  basis,  and  bespoke  discounts  or  volume
       rebates are relatively common practice in the industry.

   47) Third, the respondents to the market investigation did not express concerns about the Transaction increasing the likelihood of coordinated
       behaviours to emerge (neither in the white EPS nor in the grey EPS beads' market).

2 Vertical links

   48) The Transaction would not create a new vertical link as Synthos is already vertically integrated in the production of styrene monomer  and
       polystyrene. However, the Commission has considered whether the Transaction may affect the ability and/or the incentives of the Parties to
       conduct a foreclosure strategy (in the form of either input or customer foreclosure).

1 Input foreclosure

         Styrene monomer

   49) Currently Synthos produces styrene monomer only for captive use and does not sell to third parties.[40] In  addition,  Synthos’  share  of
       styrene monomer production capacity in the EEA is limited ([5-10]%) and a number of suppliers (Trinseo,  LyondellBasell,  Total,  Versalis
       and BASF) have a larger capacity than Synthos.

   50) As the Transaction would not increase the Parties’ production capacity of styrene monomer, the Commission considers that the merged entity
       would not have the ability to engage into an input foreclosure strategy.

         Polystyrene

   51) Synthos' share of polystyrene sales in the EEA is limited ([5-10]% in 2015)  and  it  faces  competition  from  a  number  of  established
       suppliers, such as INEOS Styrolution, BASF, TOTAL and Trinseo, each with a market share in excess of 10%.

   52) As INEOS Styrenics does not produce polystyrene the Parties' position in the  upstream  market  would  not  be  affected  by  the  merger.
       Therefore, the Commission considers that the transaction does not increase the Parties'  ability  to  engage  into  an  input  foreclosure
       strategy. Neither does the transaction materially change the incentives to conduct such a strategy (irrespective of any  possible  further
       sub-segmentation of the polystyrene product market) as the Parties are  not  particularly  close  competitors  in  the  EPS  markets  (see
       paragraphs 36 and 42) and therefore they would unlikely capture the largest share of the demand diverted away from foreclosed rivals  (who
       would in any event be able to source their input from other producers).[41]

4 Customer foreclosure

         Styrene monomer

   53) As a result of the Transaction, the Parties would account for approx. [30-40]% of white  and  [5-10]%  of  grey  EPS  beads'  market  (and
       consequently of the related demand for styrene monomer).

   54) The Commission notes, however, that EPS beads are just one of the many end-uses of styrene monomer such as  polystyrene  (PS),  acrylonite
       butadiene styrene (ABS), styrene acrylonite (SAN), etc. In 2015 EPS beads end-use amounted to 27% of the  total  styrene  monomer  demand.
       Even if the Parties were not to purchase any styrene monomer from upstream competitors post-Transaction, styrene monomer  producers  would
       still have downstream outlets for their production.

   55) As a result, the Commission considers that the merged entity would not have the ability to engage into  a  customer  foreclosure  strategy
       post-Transaction.

         Polystyrene

   56) Polystyrene is only used as input in the extrusion technology and neither of the Parties currently adopts this technology to  produce  EPS
       beads […].

   57) Moreover, polystyrene is not solely used for the production of EPS beads. Other applications of polystyrene include:  consumer  electrical
       appliances, thermoformed sheet for refrigerator door linings, toys, furniture, etc. These alternative applications account together for  a
       significant share (30-40%) of the polystyrene demand, irrespective of any possible further sub-segmentation of the market. Therefore,  the
       Commission considers it unlikely that, as a consequence of the merger, the Parties’ competitors in the polystyrene market would  not  have
       access to a sufficient customer base.

   58) In light of the above, the Commission considers that the merged entity would not have the ability to engage into  a  customer  foreclosure
       strategy post-Transaction.

3 Conclusion

   59) Considering the evidence discussed in Sections III.2.1 and III.2.2 above, the Commission concludes that the Transaction does not give rise
       to serious doubts as to its compatibility with the internal market in relation to the markets for white and grey EPS beads in the EEA,  or
       to any of the vertically related markets (styrene monomer and polystyrene) where the Parties are active.

       CONCLUSION

   60) 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  Regulation  and
       Article 57 of the EEA Agreement.

                                        For the Commission

                                        (signed)
                                        Margrethe VESTAGER
                                        Member of the Commission

                                        -----------------------
[1]   OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
('TFEU') has introduced certain changes, such as the replacement of 'Community'  by  'Union'  and  'common  market'  by  'internal  market'.  The
terminology of the TFEU will be used throughout this decision.
[2]   OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
[3]   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.

[4]   End-applications for the construction sector account for 75% of EPS demand.

[5]   Case No. COMP/M.6093 - BASF / INEOS / Styrene / JV, Case No. COMP/M.3578 - BP / Nova Chemicals / JV, Case No. M.1078 - BP / Hüls.

[6]   Due to its lower lambda value, grey EPS beads provides increased thermal resistance which results  in  better  insulating  properties  than
white EPS beads.

[7]   Case No. COMP/M.6093 - BASF / INEOS / Styrene / JV, Case No. COMP/M.3578 - BP / Nova Chemicals / JV.

[8]   Form CO, paragraphs from 100 to 111.

[9]   Replies to questions 6 and 8 of Questionnaire Q 1 Competitors.

[10]  Grey EPS beads production requires equipment to prepare special, carbon-type additives, dosing systems to ensure the proper application  of
these additives in the production process as well as the storage facilities for these additional ingredients.

[11]  Form CO, paragraph 300.

[12]  Replies to question 5 of Questionnaire Q 1 Competitors.

[13]  Form CO, paragraphs 143 to 145.

[14]  Case No. COMP/M.3578 - BP / Nova Chemicals / JV.

[15]  Replies to questions 8 and 9 of Questionnaire Q 2 Customers and replies to questions 12 and 13 of Questionnaire Q 1 Competitors.

[16]  In 2015 the Parties transported EPS beads for, on average, [500-1000] km, and the radius around their plants capturing 80% of their  supply
is above [500-1500] km.

[17]  Case COMP/M.6093 - BASF / INEOS / Styrene / JV; Case COMP/M.3578 - BP / Nova Chemicals / JV.

[18]  Case COMP/M.6093 - BASF / INEOS / Styrene / JV, Case COMP/M.5854 - Total Group / HIPS & GPPS business of Polimeri.

[19]  General purpose polystyrene.

[20]  High impact polystyrene.

[21]  Case COMP/M.6093 - BASF / INEOS / Styrene / JV, Case M.4885 INEOS/NOVA/JV (2007), Case M.5854 Total/Polimeri (2010).

[22]  Form CO, paragraph 163.

[23]  Case COMP/M.6093 - BASF / INEOS / Styrene / JV.

[24]  Form CO, paragraphs 322 to 335.

[25]  HHI post-merger would be approx. 1500.

[26]  The majority of the Parties’ customers indicated that they would most likely switch to BASF  if  their  current  supplier  (either  of  the
Parties) was no longer offering EPS beads.

[27]  Replies to question 21 of Questionnaire Q 2 Customers; Form CO, paragraph 187.

[28]  Replies to questions 17 and 18 of Questionnaire Q 2 Customers.

[29]  See paragraph 37 of this Decision.

[30]  Guidelines on the assessment of horizontal mergers under the Council Regulation on  the  control  of  concentrations  between  undertakings
(2004/C 31/03), paragraphs 28 to 29.

[31]  For security-of-supply reasons as well as a means to continuously play suppliers off against each other.

[32]  Replies to question 31 of Questionnaire Q 1 Competitors.

[33]  Replies to question 32 of Questionnaire Q 1 Competitors.

[34]  […].

[35]  Form CO, paragraphs 298 to 300.

[36]  European Commission, Guidelines on the assessment of horizontal mergers under the Council  Regulation  on  the  control  of  concentrations
between undertakings (2004/C 31/03), paragraphs 58 to 60.

[37]  Replies to question 31 of Questionnaire Q 1 Competitors.

[38]  Form CO, Annex 19.

[39]  Form CO, Annex 19.

[40]  Synthos is a net buyer of styrene monomer as its own production does not entirely satisfy its demand (Synthos sources  more  than  […]%  of
its own styrene monomer’s demand from third parties).

[41]  European Commission, Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control  of  concentrations
between undertakings (2008/C 265/07), paragraph 42.

-----------------------
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