CELEX: 32015M7777
Language: en
Date: 2015-12-02 00:00:00
Title: Commission Decision of 02/12/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7777 - SOLVAY / CYTEC) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 02.12.2015
C(2015) 8782 final

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|To the notifying party:                                            |                                                                   |

Dear Madam(s) and/or Sir(s),

Subject:    Case M.7777 – Solvay / Cytec
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation  No 139/2004[1]  and  Article  57  of  the
Agreement on the European Economic Area[2]

    1) On 13 October 2015, the European Commission received a notification  of  a  proposed  concentration  pursuant  to  Article  4  of  Council
       Regulation (EC) No 139/2004[3] by which Solvay S.A. ("Solvay", Belgium), hereinafter "the Notifying Party", acquires within the meaning of
       Article 3(1)(b) of the Merger Regulation control of the whole of Cytec Industries Inc. ("Cytec", United States)  by  way  of  purchase  of
       shares (hereinafter "the Proposed Transaction" or “the Transaction”).[4] Solvay and Cytec are collectively referred to as the "Parties".

       The Parties and the operation

    2) Solvay is an international chemical group active in the research, development, production, marketing and sale of chemicals  and  plastics.
       Solvay is headquartered in Belgium.

    3) Cytec is a global specialty chemicals and materials company that develops and supplies value-added products including composite  materials
       and adhesives to a wide range of industries such as aerospace, agriculture/agrochemical, defence and mining. Cytec is headquartered in the
       United States.

    4) The Proposed Transaction consists of the acquisition by Solvay of 100% of the share capital  of  Cytec.  Solvay  will  thereby  have  sole
       control over Cytec. Therefore the Proposed Transaction constitutes a concentration within the meaning of Article  3(1)(b)  of  the  Merger
       Regulation.

       Union DIMENSION

    5) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[5] (Solvay: EUR  10  200  million,
       Cytec: EUR 1 511 million). Each of them has an EU-wide turnover in excess of EUR 250 million (Solvay: EUR  […]  million,  Cytec:  EUR  […]
       million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one  and  the  same  Member  State.  The
       notified operation therefore has a Union dimension.

       ASSESSMENT

    6) The Proposed Transaction essentially concerns two sectors: mining chemicals where both Parties are active,  and  composite  materials  and
       adhesives where Cytec is active and which essentially gives rise to vertically affected markets, Solvay being a supplier of inputs.

1 MINING CHEMICALS

    7) Mining chemicals are products used in the process of separating commercially valuable minerals from their  ores.  Depending  on  the  ore,
       there are two main processing methods: solvent extraction (through hydrometallurgy) and froth flotation (by using flotation chemicals).[6]
       The Proposed Transaction leads to horizontal overlaps in both areas.

1 Solvent extractants

1 Market definition

1 Product market

    8) Solvent extractants are used to separate compounds based on their relative solubility in two  different  immiscible  liquids  (though  the
       hydrometallurgy process).

    9) Solvent extractants can be classified in the following different groups based on the underling chemistry:

       i. Oximes: the largest group of solvent extractants, used e.g. for the extraction of copper.

      ii. Tertiary amines: extractants based on amines are used e.g. for the extraction of uranium and heavy metals.

     iii. Phosphor based solvent extractants, used for the extraction of cobalt from nickel (hereinafter "cobalt/nickel"), rare earths, zinc and
          some other metals.

   10) Solvay and Cytec are both producing phosphor based solvent extractants for the extraction of cobalt/nickel. Cytec's  product  is  marketed
       under the Cyanex 272 brand name, and Solvay's under Ionquest 290.

   11) The Commission has previously analysed the solvent extractants market[7] and considered that the solvent  extractants  formed  a  separate
       product market, distinct from other mining chemicals due to their different physical and chemical processes.  The  precise  scope  of  the
       product market definition was left open.

Notifying Party's views

   12) The Notifying Party submits that the market for solvent extractants could be further segmented based on the type of chemistry used.

   13) The Notifying Party acknowledges that from a demand perspective, certain types of extractants chemistry are often more appropriate  for  a
       given type of ore. For example, amine based extractants are used for  uranium  processing  and  phosphor  based  solvent  extractants  for
       cobalt/nickel and rare earths. However, the Notifying Party considers that it would not be  appropriate  to  further  segment  the  market
       within a given chemistry per type of ore.

   14) To support its claim, the Notifying Party submits that suppliers typically specialise by type of chemistry, rather than by  type  of  ore.
       Once a supplier possesses the technology, access to inputs, equipment, production processes and expertise to produce a specific  chemistry
       (oximes, tertiary amines or phosphor), it can easily supply the products for all types of ores using that chemistry.

   15) Thus, for the purpose of this case, the Notifying Party submits that  the  relevant  product  market  should  be  phosphor  based  solvent
       extractants.

Commission's assessment

   16) On the basis of the market investigation, the Commission considers that from a supply perspective, there is limited  substitution  between
       the three chemistries based on which solvent extractants are manufactured (oximes, tertiary amines and phosphor).

   17) Indeed, the investigation revealed that the production capabilities of suppliers are mainly driven by related  chemistry,  with  companies
       specialising on a specific chemistry and then exploring the markets, or target ores, open to that chemistry.[8]

   18) Furthermore, within a given chemistry, the investigation revealed that suppliers are specialised per type of metal  and  specific  ore.  A
       supplier indicated that the products are tailored based "on ore and process used of metal recovery as well as presence of other  undesired
       metal ions."[9]

   19) In particular, production of phosphor based solvent extractants for cobalt/nickel takes place on a production line not shared  with  other
       phosphor based solvent extractants, and requires specific know-how and technology. Producers cannot easily switch their production process
       from one technology to another even if the products are based on the same chemistry.[10]

   20) From a demand side perspective, the overwhelming majority of  customers  consider  that  apart  from  the  underlying  chemistry,  solvent
       extractants are chemicals tailored to specific target ores and  the  metals/substances  contained  therein.[11]  The  selectivity  of  the
       extractant[12] is also mentioned as a key criterion for the customers’ choice.[13] A market  player  indicated  that  "other  minerals  or
       metals present in the ore may make one extractant chemistry preferable or more selective than another."[14]

   21) In addition, customers have identified the performance of a given solvent in the extraction of a specific metal as an important  criterion
       for the choice of the solvent extractant  within a specific class.[15]

   22) Based on the above elements, it appears that there is limited supply and demand side substitution between solvent extractants based on the
       same chemistry but designed for the extraction of different metals from their ore.

   23) Therefore, for the purpose of assessing this case and given the overlaps in the Parties' activities, the product market definition  should
       be limited to phosphor based solvent extractants for cobalt/nickel.

2 Geographic market

   24) The Commission previously considered that the market for solvent extractants is likely to be worldwide in scope. The exact  scope  of  the
       relevant geographic market was ultimately left open.[16]

Notifying Party's views

   25) The Notifying Party submits that the relevant geographic market for solvent extractants should be defined as worldwide in scope, since one
       of the key aspects of the mining industry is its international nature, implying that mining chemicals are produced and sold globally.

Commission's assessment

   26) On the basis of the market investigation, the Commission has confirmed that  the  market  for  all  phosphor  based  solvent  extractants,
       including the ones used for cobalt/nickel extraction, is worldwide in nature.

   27) First, suppliers of solvent extractants indicated that they compete on a worldwide basis.[17]

   28) Second, although some customers indicated that price could be lower in Asia as compared to other regions, most of the market  participants
       indicated that the price in the EEA is not substantially different compared to the price in other geographic areas.[18]

   29) Third, whilst the transportation of phosphor based solvent extractants is subject to regulation, and specific requirements,[19] there  are
       no technical limitations as to the distance to which the product can be transported. Manufacturing facilities are mainly  located  in  the
       EEA, North America and Asia, whereas customers are located across the globe. Therefore,  there  is  no  proximity  between  suppliers  and
       customer location. Customers typically purchase solvent extractants individually for each production plant.[20] Transport costs depend  on
       the value of different solvent extractants; nevertheless  it  represents  a  relatively  small  proportion  of  the  total  price  of  the
       product.[21]

   30) Based on the above, the Commission considers that for the  purpose  of  assessing  this  case,  the  market  for  phosphor  based  solvent
       extractants used in the separation of cobalt from nickel is global in scope.

2 Competitive assessment

   31) The Notifying Party's best estimate indicates that the merged entity in 2014 had a combined market share of [70-80]% ([50-60]%  for  Cytec
       and [10-20]% for Solvay) in value in the worldwide market for phosphor based  solvent  extractants  for  cobalt/  nickel  of  EUR  [10-15]
       million.

   32) The Notifying Party submits that Solvay and Cytec are competing on this market against Chinese companies, although there was  no  reliable
       market data to allocate the sales to specific companies.

       Table 1 – The Parties' market shares in the worldwide market of phosphor based solvent extractants for cobalt/nickel (2012-2014)[22]

|                        |2014                               |2013                                   |2012                              |
|                    |Value                                 |Volume                               |Value                                |
|                        |Value                          |Volume                         |Value                                         |
|                        |Worldwide                      |Worldwide                      |Worldwide              |EEA                   |
|Cytec                   |[30-40]%                       |[30-40]%                       |[40-50]%               |[30-40]%              |
|Hexcel                  |[30-40]%                       |-                              |[50-60]%               |[60-70]%              |
|Toray                   |[10-20]%                       |-                              |-                      |-                     |
|Gurit                   |-                              |[30-40]%                       |-                      |-                     |
|Barraday                |-                              |[10-20]%                       |-                      |-                     |
|Others                  |[5-10]%                        |[20-30]%                       |[0-5]%                 |[0-5]%                |
|Total                   |100%                           |100%                           |100%                   |100%                  |

   33) Cytec's purchases represent a very small proportion of the total HQ volumes traded globally ([0-5]%) and Solvay's sales to  Cytec  account
       for less than [0-5]% of Solvay's total worldwide sales of HQ.

Input foreclosure

   34) With a market share slightly above [30-40]% world-wide, and considering the presence of other important  competitors,  Solvay's  will  not
       have the ability to engage in input foreclosure strategies as a consequence of the Transaction, since customers will have the  possibility
       to purchase HQ from several other reliable suppliers active in this market. Furthermore, Solvay would in any event be unlikely to have  an
       incentive to supply HQ only to Cytec, given that it would have to forgo the lion’s share of its current sales.

Customer foreclosure

   35) Customer foreclosure could only occur if the merged entity would be able to reduce its competitors’ ability or incentive to compete in the
       upstream market by foreclosing access to a sufficiently important customer base. Since Cytec is a marginal customer of HQ,  such  scenario
       is highly unlikely.

   36) Based on the above, the Commission considers that the Transaction does not raise serious doubts as to its compatibility with the  internal
       market regarding this vertical relationship.

1 PES/Prepregs

   37) Solvay produces and supplies PES, which Cytec purchases in limited volumes. Cytec also purchases PES from BASF and  Sumitomo.  Cytec  uses
       PES for the production of a polymer integrated into advanced composite materials also called prepregs.

The Parties’ market position

   38) In the PES market, Solvay has a market share of only [10-20]% globally and in the EEA, and other strong and long  established  competitors
       are present. In particular, BASF is by far the largest supplier of PES on the market, with a market share of [70-80]% worldwide  and  [80-
       90]% in the EEA (by volume). Sumitomo is also active with a market share of [10-20]% worldwide and [0-5]% in the EEA.

   39) Based on a further segmentation of the PES market, giving rise to a hypothetical narrower market segment for rPES, Solvay’s  market  share
       is lower, at [5-10]% worldwide and [5-10]% in the EEA. On this hypothetical market segment, Sumitomo is by far the largest supplier.

   40) The market position of Cytec in the supply of prepregs has been presented in the previous section. In 2014, the total volume of  PES  that
       Cytec purchased from the three suppliers amounts to […] kT. This corresponds to [0-5]% of Solvay's total supplies of PES.

Input foreclosure

   41) In terms of a possible input foreclosure regarding the access to PES, the merged entity will not have the ability to foreclose  access  to
       PES, due to the small market share of Solvay in this market.  Moreover, the merged entity is highly  unlikely  to  have  an  incentive  to
       foreclose other users from access to rPES given that even if the merged entity were to take over the volumes of rPES currently supplied by
       Sumitomo and BASF to Cytec, Cytec’s total rPES requirements only represent approximately [0-5]% of Solvay’s total PES  supplies  in  2014.
       Solvay would have to forgo the large majority of its current sales if it wanted to stop supplying other customers than Cytec.

Customer foreclosure

   42) The merged is highly unlikely to have the ability or the incentive to engage in customer foreclosure strategies in the  downstream  market
       for prepregs.

   43) Customer foreclosure could only occur if the merged entity were able to reduce its competitors’ ability or incentive  to  compete  in  the
       upstream market by foreclosing access to a sufficiently important customer base. In 2014, Cytec's purchases represented approximately  [0-
       5]% of the overall PES volumes traded globally during that year.

   44) Moreover, prepreg applications do not constitute an important use for PES. According to the Notifying Party's best  estimates,  the  total
       annual volume of PES that is supplied to prepreg customers is approximately […] kT, which represents [0-5]% of the total supplies of  PES.
       The most important applications for PES are membranes, automotive applications and food service applications. The market is  characterised
       by a number of large membrane customers such as Nipro and Gambro, whose demand exceeds […] kT per  year,  approximately  [40-50]%  of  the
       globally traded volumes.

   45) It follows that despite the fact that Cytec's current market share in some segment of the pregregs market exceed the  [30-40]%  threshold,
       the merged entity will not have the ability to foreclose access to customers in the hypothetical downstream affected markets for prepregs.

   46) Based on the above, the Commission considers that the Transaction does not raise serious doubts as to its compatibility with the  internal
       market regarding this vertical relationship.

2 PAI/Aerospace film and paste adhesives

   47) The Transaction creates a vertical link between Solvay’s upstream supply of PAI (with its Torlon PAI resin) and Cytec’s  downstream  usage
       for aerospace film and paste adhesives.

The Parties’ market position

   48) In the category of PAI where the vertical link with Cytec appears, Solvay's share does not exceed [10-20]%, both in the EEA and worldwide.
       There are several other companies having a larger market share than Solvay, namely SKC Kolon, FujiFilm, Ube and Altana.

   49) Cytec has a market share of [50-60]% in the market for aerospace film and [30-40]% in the market for paste adhesives  in  the  EEA.  In  a
       worldwide market for aerospace film adhesives the market position of Cytec remains the same, whereas its share amounts to [10-20]% in  the
       market for aerospace paste adhesives.

   50) Cytec uses Torlon PAI as a toughener for the production of certain aerospace film and paste adhesives. However Cytec does not appear to be
       a very important customer. Cytec’s purchases in 2014 amounted to [5-10]% of Solvay’s total sales of Torlon PAI which are used in coatings,
       additives and adhesives in the aircraft industry.

   51) Cytec uses this product for a very specific niche application in the aircraft industry where extremely  high  temperature  performance  is
       required. This concerns mainly engines manufacturing. Cytec submits that new applications for which PAI may be used are  moving  to  other
       materials such as ceramic matrix composites.

Input foreclosure

   52) Solvay has no ability or incentive to foreclose access to Torlon PAI to Cytec's competitors. Regarding ability, customers will have enough
       alternative suppliers of PI and PAI post-Transaction and Solvay, taking into account its modest market share, will not have the ability to
       engage in foreclosure strategy, regardless of the exact product market definition (i.e. whether the market is considered comprising PI and
       PAI, only PAI, or PAI for coatings, additives and adhesives). Regarding incentives, Torlon PAI used in the aircraft coating  and  adhesive
       market represents less than [5-10]% of the volumes manufactured by Solvay. PI and PAI are used in large number of other applications,  and
       it is unlikely that Solvay would find profitable to forgo the vast majority of its sales to favour its downstream aircraft and coating and
       adhesive activities.

Customer foreclosure

   53) As mentioned above, Torlon PAI is used in a number of industries where Cytec is not active. Given the relatively small sales to Cytec (EUR
       […]) and the large volume sold to other customers (around EUR […] million), it is very unlikely that the removal of Cytec as a customer of
       PAI would harm competing suppliers of Solvay.

   54) Based on the above, it follows that the Transaction does not raise serious doubts  as  to  its  compatibility  with  the  internal  market
       regarding the market for PAI and the aerospace film and paste adhesives.

3 PEEK/Aerospace thermoplastic PEEK prepregs

   55) Cytec buys PEEK on the market used for the production of prepregs for certain industrial applications (mainly oil and gas and to  a  small
       extent for other industrial markets such as defence), giving rise to a vertical relationships with Solvay's PEEK, even though  Cytec  does
       currently not buy PEEK from Solvay.

The Parties' market position

   56) In the upstream market for the production and supply of PEEK, Solvay had a market share of [10-20]% at worldwide level and [10-20]% at EEA
       level in 2014.

   57) In the downstream market for aerospace thermoplastic PEEK prepregs Cytec has a market share of [50-60]% at worldwide level and [70-80]% at
       EEA level in 2014. The other supplier in the market is Toho with [30-40]% at worldwide level and [20-30]% at the EEA level in 2014.

   58) In 2014, Cytec purchased approximately […] kT of PEEK on the merchant market, from another major supplier ([…]) for use in the  production
       of (industrial) prepregs.

Input foreclosure

   59) Post-transaction, in view of Solvay's limited market share on the upstream market, well below 30%, the merged entity  will  not  have  the
       ability to engage in input foreclose strategies regarding PEEK.

Customer foreclosure

   60) Cytec's purchase volume represents less than [0-5]% of the total PEEK market  in  2014,  globally  and  in  the  EEA.  Given  these  small
       purchases, the Transaction is highly unlikely to enable the merged entity to engage  in  customer  foreclosure  from  the  perspective  of
       competing PEEK suppliers.

   61) Based on the above, the Transaction does not raise serious doubts as to its compatibility with the internal market regarding this vertical
       relationship.

2 Horizontally affected market

   62) In the area of composite materials, the possible market for PEKK and PEEK  films  and  sheets  for  the  aircraft  industry  is  the  only
       horizontally affected market.

1 Market definition

1 Product market

   63) PEKK and PEEK are high performance resins. In addition to Torlon PAI resin discussed above, PEEK and PEKK  are  sold  in  film  and  sheet
       format.

   64) The Notifying Party submits that in relation to films and sheets, PEEK films and sheets are higher value-added products made from PEEK and
       may therefore represent a separate and distinct market relative to PEEK. PEEK films and sheets are manufactured using additional steps and
       specialized equipment that are not required in the production of PEEK.  This includes extruder, die,  thickness  measurement  and  control
       instruments, roll stacks and winding equipment which transform the PEEK into  films  or  sheets.  For  certain  applications  either  PEEK
       films/sheets or PEKK films/sheets can be used, as well as films and sheets made from a number of other high  performance  polymers.   Both
       PEKK and PEEK could be used to make films and sheets for the aircraft industry  (e.g.  for  aircraft  window  shades),  whereby  different
       preferences may exist as a function of the actual end use.

   65) The Notifying Party contends that for the aerospace industry applications a hypothetical product market  comprising  both  PEEK  and  PEKK
       films and sheets may exist. On this basis a horizontal overlap between the Parties occurs in this area.

   66) There is no Commission precedent in relation to PEKK and PEEK films and sheets.

   67) For the purpose of this case, it can be left open whether such a product market exists or whether it  is  wider  or  narrower,  since  the
       Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible product market definition.

2 Geographic market

   68) The Notifying Party submits that the markets for PEEK/PEKK high performance aircraft films and sheets are worldwide given that pricing  is
       similar for the products between different regions of the world  and  the  products  can  be  easily  transported,  with  transport  costs
       representing only a fraction of the product price.  On average, transport costs for both PEEK/PEKK and films/sheets amount  to  [0-5]%  of
       the product price.

   69) Moreover, the global supplies of PEEK/PEKK high performance aircraft films and  sheets  is  made  from  a  limited  number  of  production
       facilities around the world, namely India, the UK and China.

   70) For the purpose of this case the exact scope of the relevant geographic market can be left open, since the Proposed Transaction  does  not
       raise serious doubts as to its compatibility with the internal market under any plausible product market definition.

2 Competitive assessment

   71) Solvay and Cytec's combined market share exceeds the 20% threshold only on the possible worldwide market for the supply of PEEK/PEKK films
       and sheets for the aircraft industry, with a combined market share of approximately [30-40]% in 2014.[63] On this possible market,  Solvay
       supplies PEEK films and sheets, while Cytec supplies PEKK films and sheets.

   72) The increment of market share brought by Solvay on this possible market is limited, [0-5]% in 2014, and strong  competitors  are  present,
       such as Victrex ([40-50]%) which is the market leader. Other suppliers include MPI (PEKK), Shin-Etsu  (PEKK),  Lahmart  (PEEK  and  PEKK),
       Amcor (PEKK), Evonik (PEKK) and others.

   73) In view of the limited combined market share of the Parties, the small increment resulting from the Transaction and the existence of other
       strong competitors, the Transaction does not raise serious concerns as to its compatibility with the internal market in relation  to  PEKK
       and PEEK films and sheets for the aircraft industry.

       Commitments

1 Framework for the assessment of the Commitments

   74) Where a concentration raises serious doubts as regards its compatibility with the internal market, the Parties may undertake to modify the
       concentration so as to remove the grounds for the serious doubts identified by the Commission.

   75) As set out in the Commission's Remedies Notice,[64] the commitments have to eliminate the competition concerns entirely, and  have  to  be
       comprehensive and effective from all points of view.

   76) In assessing whether commitments will maintain effective competition, the Commission considers all relevant factors, including  the  type,
       scale and scope of the proposed commitments, with reference to the structure and particular characteristics of the  market  in  which  the
       Transaction is likely to significantly impede effective competition, including the position of the Parties and other participants  on  the
       market.[65]

2 Commitments submitted by the Notifying Party

   77) In order to render the concentration compatible with the internal market, the Notifying Party submitted a set of commitments under Article
       6(2) of the Merger Regulation on 11 November 2015 ("Initial Commitments").

   78) The Commission market tested the Initial Commitments in order to assess whether they are sufficient and suitable to remedy serious  doubts
       identified in the market for phosphor-based solvent extractants for cobalt/nickel.

   79) Following the feedback received during the market test, the Initial Commitments were refined and improved, and  amended  commitments  were
       submitted on 25 November 2015 ("Final Commitments"). The Final Commitments are annexed to this decision and form an integral part thereof.

1 Initial Commitments

   80) The Initial Commitments consisted of the divestiture of Solvay's Ionquest 290 business under two possible options: a  technology  transfer
       associated with a temporary toll manufacturing agreement (Option 1) or a carve out of Solvay's manufacturing unit (the Semi  Works  Unit),
       where Ionquest 290 is currently manufactured with other products in Solvay's plant (Option 2).

   81) In terms of Purchaser requirements for both options, besides  the  standard  requirements,  the  Initial  Commitments  provided  that  the
       Purchaser shall:

    a. have the proven ability and incentive to establish a manufacturing line for Ionquest 290 (or integrate into an existing  production  line)
       in a timely and economical way;

    b. have proven capacity and incentive to sell Ionquest 290 directly (via an  efficient  integrated  sales  network)  or  indirectly  (through
       distributors);

    c. not be an existing supplier of solvent extractants for cobalt/nickel based on Bis (2, 4, 4-trimethylpentyl) phosphinic acid.

       Option 1

   82) Option 1 consisted of:

    a. the entirety of Solvay's Ionquest 290 business, including:

    b. all know-how and technical documentation and assistance required for the production of Ionquest 290;

    c. all IP rights, including Solvay's patent (US 7,049,463) regarding the process for the preparation of highly  purified  dialkyl  phosphonic
       acid;

    d. the Ionquest trademark;

    e. the entirety of Solvay's Ionquest 290 customer portfolio, all current customers orders and records, as well as  historic  customer  orders
       and records relating to Ionquest 290 dating back to 2006;

    f. a short-term toll-manufacturing arrangement on the basis of which Solvay will produce,  based  on  a  temporary  licence  granted  by  the
       Purchaser, Ionquest 290 on Solvay's manufacturing unit for supply on a cost basis to the Purchaser  in  sufficient  volumes  allowing  the
       Purchaser at the very least to maintain Solvay’s existing market position  in  Ionquest  290  until  it  has  established  an  alternative
       production capability.

   83) Option 1 also foresaw that, at the request of the Purchaser:

    a. Solvay will provide, at its expense, process engineering and operational/production support and training to the  Purchaser,  in  order  to
       ensure the effective transfer of the Ionquest 290 Business within a short time frame; and

    b. Solvay will use its best endeavours, including  appropriate  incentive  schemes,  to  transfer  appropriate  technical/operational  and/or
       commercial personnel to the Purchaser.

       Option 2

   84) Option 2 consisted of:

    a. the entirety of Solvay’s Ionquest 290 business as described in Option 1;

    b. Solvay’s Semi-Works Unit at its Oldbury site in the United Kingdom; and

    c. the five employees currently dedicated to the production of Ionquest 290 at the Semi-Works Unit.

   85) Option 2 also foresaw, at the option of the Purchaser:

    a. the conclusion of a shared services agreement essentially for utilities, IT and logistic;

    b. a supply agreement for the supply of raw materials used for the manufacture of Ionquest 290.

   86) As to the other products manufactured in Solvay's  manufacturing  unit,  namely  […],  Option  2  provides  short-term  transitional  toll
       manufacturing agreements, allowing Solvay to transfer the production of these products to an alternative location.

2 Results of the market test and assessment of the Initial Commitments

   87) On the basis of the results of the market test, the Commission considers that, while Option 1 can be viable subject to some  improvements,
       Option 2 would not be able to create an effective and independent competitor to  the  Notifying  Party  for  phosphor-based  cobalt/nickel
       solvent extractants.

   88) In this regard, market participants indicated that Option 2, pursuant to which the Purchaser will  operate  a  manufacturing  line  within
       Solvay's plant, would create complexity and dependency of the Purchaser vis-à-vis Solvay.[66] This Option would thus not be viable in  the
       long run.  For instance, one participant indicated that "the operation of a single line in a 3rd party (competitor) plant [is] not viable"
       and creates "extremely high dependency".[67] Another stressed that "owning  the  asset  in  the  Solvay  plant  increases  complexity  and
       dependency"[68], while other insisted on the implementation risks and  the  lack  of  viability  of  such  option  in  the  long  run.[69]
       Participants also strongly doubted on the feasibility to dismantle  the  manufacturing  line  to  integrate  it  in  the  Purchaser's  own
       plant.[70]

   89) As to Option 1, market participants generally consider that it could be a viable option to create an effective competitor to the Notifying
       Party by replicating Solvay's current position in phosphor-based solvent extractants for cobalt/nickel, subject to some improvements.

   90) First, market participants indicated that Option 1 needs to provide for the possibility for the Purchaser to produce other  products  than
       Ionquest 290 to ensure the viability of the investment in a new production line or an adjustment of it.[71]

   91) Indeed, competitors almost unanimously considered that the investments cannot be recovered by Ionquest 290 alone,  because  of  the  small
       size of the market.[72] By way of examples, one respondent indicated that: "as such, we estimate that the volume is too small  to  recover
       the proposed investments. Likely, additional similar products (as proposed […], […],…) need to be transferred  to  achieve  an  acceptable
       capacity utilization"[73], while another stressed that Option 1 would  be  viable  only  "if  other  products  are  included  and  can  be
       manufactured in the same equipment."[74].

   92) Second, market participants provided several comments to improve the terms of the transitional toll manufacturing agreement.

    a. Many respondents stressed the importance of clarifying the costs that will  be  borne  by  the  Purchaser  during  the  transitional  toll
       manufacturing agreement so as to avoid in particular any increase in fixed costs.[75]

    b. Market participants also stressed the need of having some flexibility on top of the minimum purchase requirement, generally + 50%, in  the
       volume purchased from Solvay during the toll manufacturing agreement to address a possible growth of the business.[76]

    c. As to the duration of the toll manufacturing agreement, on average, respondents indicated that duration of three years should in principle
       be sufficient for the Purchaser to build its own manufacturing line or adjust an existing one.[77]

   93) Third, almost all competitors indicated that Option 1 should include key personnel, being in particular experts or technicians  in  mining
       extraction and commercial leadership personnel.[78]

   94) Fourth, respondents stressed the importance of getting the support of Solvay at the time  when  the  Purchaser  will  need  to  prove  the
       equivalence of its product to Solvay's Ionquest 290 once it will operate its own manufacturing line.[79]

   95) Fifth, market participants stressed the need for the Purchaser to have access to the raw materials for the production of Ionquest 290, and
       in particular hypophosphorus acid,[80] from Solvay at  a  competitive  price  for  a  transitional  period  after  the  end  of  the  toll
       manufacturing agreement.[81]

   96) Finally, as to the purchaser criteria, the vast majority of respondents considered that the Purchaser would need to demonstrate  knowledge
       in the phosphor-based chemistry.[82] Customers also insisted on the importance of having a Purchaser with a long  term  view  to  run  the
       Ionquest 290 business.[83]

3 Final Commitments

   97) On 25 November 2015, the Notifying Party submitted the Final Commitments, in order to address the concerns raised  on  the  basis  of  the
       market test.

   98) The Final Commitments correspond to an improved version of Option 1, Option 2 not being offered by the Notifying Party any longer.

   99) Specifically, the Final Commitments contain the following main additional improvements compared to Option 1 of the Initial Commitments:

    a. the Purchaser will have the possibility to acquire a portfolio of other products which are manufactured today in  the  same  manufacturing
       unit as Ionquest 290 so that the latter could be produced in an economical way;  this  consists  in  the  option  to  get  a  transfer  of
       perpetual, royalty-free licence for all IP rights regarding the composition of and manufacturing process of […] and […]; the transfer also
       includes customer's portfolio, contracts and records;

    b. Solvay will make its best efforts to transfer key personnel in relation to the operation/manufacturing and marketing of  Ionquest  290;  a
       list of key personnel being identified in an annex to the Final Commitments;

    c. under the toll manufacturing agreement, Ionquest 290 will be manufactured at the Semi-Works Unit in  the  Oldbury  site  (United  Kingdom)
       under the same costs structure as it is currently produced; with fixed costs being determined in advance per tonne  and  only  subject  to
       indexation on inflation; its duration will be 3 years, subject to prolongation of 1 year;

    d. Solvay will make available a "reserved capacity" of an additional […]% of volume of Ionquest 290 (up to a total of  […]  tons  per  year),
       allowing for sufficient growth potential;

    e. Solvay will provide the Purchaser at no cost support in the context of customer qualification proceedings for  a  duration  of  24  months
       following the end of the toll manufacturing agreement;

    f. at the option of the purchaser, Solvay will supply the raw materials required for the production of Ionquest 290 from  or  via  Solvay  at
       cost for a transitional period of at least 3 years when the Purchaser will have its own production line; and

    g. to be suitable, the Purchaser will have to demonstrate, on top of the criteria in the  Initial  Commitments,  proven  knowledge  regarding
       phosphor-based chemistry and demonstrate on the basis of a  technical  and  business  plan  its  ability  and  incentive  to  establish  a
       manufacturing line for the production of Ionquest 290 for the long run.

4 Assessment of the Final Commitments

  100) The Commission analysed the suitability of the Final Commitments to remedy the serious doubts identified  in  relation  the  cobalt/nickel
       phosphor-based solvent extractants sold worldwide.

  101) To this end, the Commission assessed whether the scope of the Final Commitments are sufficient and suitable  to  address  the  competition
       concerns identified given the nature of the industry, whether they are viable and likely to be effective in practice and whether they  can
       be easily implemented and, finally, are attractive for purchasers.

1 Scope of the Final Commitments and their suitability to remove the identified competitive concerns

  102) The Commission identified serious doubts as to the compatibility of the Transaction with the internal market because of the combination of
       the two main global suppliers of phosphor-based solvent extractants for cobalt and nickel separation. The overlap results from the sale of
       Cytec's Cyanex 272 and Solvay's Ionquest 290.

  103) The divestment of Solvay's Ionquest 290 business will remove the problematic overlap in its entirety and create a new  competitor  to  the
       Notifying Party with similar strength as Solvay pre-Transaction, subject to  the  Purchaser  being  able  to  effectively  take  over  the
       production of Ionquest 290 in an economical way in its own production facility.

  104) The Final Commitments include all the support from Solvay to the Purchaser in building its own manufacturing line or  adjust  an  existing
       one as well as key personnel to operate and develop the Ionquest 290 business. The transitional toll  manufacturing  agreement  gives  the
       Purchaser the time needed to transfer the business to its facility and ensure continuity of supplies to customers.

  105) The volume supplied to the Purchaser under the toll manufacturing agreement will be equivalent to Solvay's Ionquest 290 sales in 2014  and
       close to the average volume sold in the last three years. The […]% additional volume the Purchaser can request  will  further  enable  the
       Purchaser to at least maintain and potentially develop the Ionquest 290 business.

  106) Based on the transferred know-how and IP rights, the Purchaser will be able to produce and supply the same product  as  Solvay,  with  the
       same specifications and quality. The transfer of the Ionquest trademark will further enable the Purchaser to build its market position  on
       customers brand awareness.

  107) Therefore, the Final Commitments allow replicating Solvay's competitive position in the market for phosphor-based solvent extractants  for
       cobalt/nickel, to competitively constrain the merged entity post-Transaction.

  108) On this basis the Commission considers that the Final Commitments are sufficient in scope and suitable to remove the competition  concerns
       identified.

2 Viability and likelihood of effectiveness of the Final Commitments in practice

  109) Participants in the market test insisted on the small size of the Ionquest 290  business  and  the  need  for  the  Purchaser  to  produce
       complementary products to ensure the viability of the business.[84] Indeed, Solvay's Ionquest 290 business generated  sales  for  EUR  […]
       million in 2014 (with an EBITA margin of […]%) and the production of Ionquest 290 represented  only  […]%  of  the  output  in  volume  of
       Solvay's manufacturing unit.

  110) Given the small size of the Ionquest 290 business and of the overall market for phosphor-based solvent extractants for cobalt/ nickel (EUR
       [10-15] million in 2014) and the proportion it represents in terms of output of the manufacturing equipment, the Final Commitments include
       not only the Ionquest 290 business but also, at the request of the Purchaser, the products […] and […] that can  be  manufactured  on  the
       same production line.

  111) This provision ensures that the capital expenditure that will need to be invested in a new manufacturing  line  or  an  adjustment  of  an
       existing line can be recovered in a timely manner. Indeed, depending on the Purchaser's current manufacturing equipment and  portfolio  of
       products, it will have the option of acquiring businesses of the other products manufactured with similar equipment to make the investment
       for Ionquest 290 profitable. The […] and […] businesses include a perpetual, royalty free licence of IP rights and a temporary licence  on
       trademarks, as well as all customers' information. The products concerned, together with  Ionquest  290,  cover  […]%  of  the  output  of
       Solvay's manufacturing unit.[85] This enables flexibility depending on the identity of the  Purchaser  to  ensure  the  viability  of  the
       Ionquest 290 business in the long run.

  112) The Final Commitments also provide that the transfer of key personnel is at the option of the Purchaser. Thus, if  the  Purchaser  already
       has the required personnel, it will not need to bear unnecessary costs.

  113) Finally, the Final Commitments provide that all customers' information will be transferred to the Purchaser, including customer contracts,
       orders and records since 2006, the date of launch of Ionquest 290. This information will enable the Purchaser to  keep  the  Ionquest  290
       customers base. For the duration of the toll manufacturing agreement, Ionquest 290 will be manufactured following the same  specifications
       and quality in the same production line and plant so that customers would not need to requalify and test the product which could create  a
       risk of losing customers. The Final Commitments also provide for Solvay's support in the testing of the equivalence of the products at the
       end of the toll manufacturing agreement, so that the Purchaser will be in a position to reassure and keep all its customers.

  114) On this basis, the Commission considers that the Final Commitments provide for the acquisition of a viable for the Purchaser in  the  long
       term. The business should be transferred within […] months; whereas the Purchaser should be able to establish  an  operational  production
       line based on the technology transfer within 3 to 4 years.

3 Ability of the Final Commitments to be implemented in practice

  115) Three main implementation risks were identified during the investigation: (i) the transitional toll  manufacturing  agreement  should  not
       give Solvay the possibility to render the supply of Ionquest 290 purchased during this period uneconomical; (ii) access to hypophosphorous
       acid, the key raw material used in the production of Ionquest 290 could prove difficult, (iii) the purchaser may not have  the  incentives
       to effectively invest in the construction of a new production line, but rather operating the business only for the duration  of  the  Toll
       manufacturing agreement.

  116) Regarding the Toll manufacturing agreement, the Final Commitments provide that Solvay shall manufacture Ionquest 290 under the same  costs
       structure, in the same manufacturing line within the same plant as currently. Fixed costs shall be determined in advance at  the  date  of
       signing of the sale and purchase agreement, and only operating costs, mainly utilities, will vary.

  117) The Final Commitments also provide that Solvay will have to supply a  product  with  the  same  specifications  and  quality  as  it  does
       currently. Any volumes of Ionquest 290 which do not meet these product specifications and quality requirements will be retained by  Solvay
       at its own cost for recycling in the production process.

  118) Regarding the access to hypophosphorous acid, Solvay currently uses a product that it manufactures in China. Solvay as well  as  a  market
       participant identified several potential suppliers of hypophosphorous acid also located in China. The Final Commitments  provide  that  at
       the option of the Purchaser, Solvay will supply hypophosphorous acid, for a period of […] years, with the possibility to be prolonged  for
       […] more years. This would give sufficient time to the purchaser to qualify an alternative supplier for hypophosphorous acid.

  119) To address the risk related to the Purchaser's incentives to invest in a technology transfer, the Final  Commitments  provide  for  strict
       purchaser criteria, including the need to present a technical and business plan demonstrating the Purchaser's capacity and  incentives  to
       operate the Ionquest 290 business in the long run. The option to acquire the […] and […] businesses together with  Ionquest  also  provide
       further guarantee to enable the Purchaser to operate a profitable business.

  120) The Final Commitments thus sufficiently and effectively limit the implementation risks in relation to the  Toll  manufacturing  agreement,
       the access to raw material and incentives of the Purchaser to establish its present on the market on a lasting basis.

  121) On this basis, the Commission considers that the Final Commitments effectively mitigate the implementation risks.

4 Attractiveness of the package for Purchasers

  122) The Commission points out that the Ionquest 290 business is an attractive and profitable with an EBITA margin of […]%  in  2014  which  is
       likely to remain at similar levels in the future.

                                           Table 4 – Turnover and EBITDA for Ionquest 290 Business[86]

|                          |2013 in EUR               |2014 in EUR               |2015 (forecast) in EUR    |2016 (forecast) in EUR    |
|Turnover                  |[…]                       |[…]                       |[…]                       |[…]                       |
|EBITA                     |[…]                       |[…]                       |[…]                       |[…]                       |
|EBITA margin (% of        |[…]%                      |[…]%                      |[…]%                      |[…]%                      |
|turnover)                 |                          |                          |                          |                          |

    * EBITDA calculations based on a fixed cost allocation according to the relative amount of operating  hours  spent  for  the  production  of
    Ionquest 290

  123) Documents provided by the Notifying Party demonstrate that the market for solvent extractants used in the cobalt/nickel separation  has  a
       growth potential, since the downstream market for refined cobalt has grown from 57 000 tonnes in 2006 to 93 000  tonnes  in  2015  and  is
       expected to reach 130 000 tonnes by 2025.[87] New cobalt producers are expected to add refinery capacity to the market.

  124) Should […] and […] business be included in the portfolio, the global sales amount to EUR […] in 2014 (EUR […] for […] Business and EUR […]
       for […] Business), with an EBITA margin of […]% for […] Business and […]% for […] Business.

  125) The attractiveness of the package was evidenced by the number of potentially interested purchasers based on an improved Option 1 which has
       been reflected in the Final Commitments, including in particular strong chemical companies knowledgeable in the phosphor-based chemistry.

  126) On this basis, the Commission considers that the Final Commitments are attractive and likely to be acquired by a suitable Purchaser.

5 Conclusion on Final Commitments

  127) For the reasons outlined above, and in view of the results of the market test and the ensuing improvements to  the  Initials  Commitments,
       the Commission considers the Final Commitments to be sufficient in  scope  and  suitable  to  eliminate  the  serious  doubts  as  to  the
       compatibility of the Transaction with the internal market in relation to phosphor-based solvent extractants for cobalt/nickel.

3 Conditions and obligations

  128) Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may attach  to  its  Decision
       conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered into vis-à-vis
       the Commission with a view to rendering a notified concentration compatible with the internal market.

  129) The achievement of the measure that gives rise to the structural change of the market is a condition, whereas the implementing steps which
       are necessary to achieve this result are generally  obligations  on  the  Notifying  Party.  Where  a  condition  is  not  fulfilled,  the
       Commission's decision declaring the concentration compatible with the internal market no longer stands. Where the  undertakings  concerned
       commit a breach of an obligation, the Commission may revoke the clearance decision in  accordance  with  Article  8(6)(b)  of  the  Merger
       Regulation. The undertakings concerned may also be subject to fines and periodic penalty payments under Articles 14(2) and  15(1)  of  the
       Merger Regulation.

  130) In accordance with the distinction described above, the Decision in this case is conditioned on the full compliance with the  requirements
       set out in sections B and C (including the  Schedule)  of  the  Final  Commitments  (conditions),  while  all  other  Sections  constitute
       obligations.

  131) The full text of the Final Commitments is attached as an Annex to this Decision and forms an integral part thereof.

       CONCLUSION

  132) For the above reasons, the Commission has decided not to oppose the notified operation as modified by the Final Commitments and to declare
       it compatible with the internal market and with the functioning of the EEA Agreement, subject to full compliance with  the  conditions  in
       sections B and C of the Final Commitments annexed to the present decision and with the obligations contained in the other sections of  the
       said commitments. This decision is adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation and
       Article 57 of the EEA Agreement.

For the Commission

(signed)
Margrethe VESTAGER
Member of the Commission

                                                                                                                                 25 November 2015

                                                            Case M.7777 – Solvay/Cytec

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the Merger Regulation), Solvay SA (Solvay or the Notifying Party) hereby enters
into the following Commitments (the Commitments) vis-à-vis the European Commission (the Commission) with a view to rendering the acquisition  of
sole control of Cytec Industries Inc. (Cytec) (the Concentration) compatible with the internal market and the functioning of the EEA Agreement.

This text shall be interpreted in light of the Commission’s decision pursuant to  Article  6(1)(b)  of  the  Merger  Regulation  to  declare  the
Concentration compatible with the internal market and the functioning of the EEA Agreement (the Decision), in the general framework  of  European
Union law, in particular in light of the Merger Regulation, and by reference to the  Commission  Notice  on  remedies  acceptable  under  Council
Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the Remedies Notice).

The Commitments shall take effect upon the Effective Date, provided that if completion of the
Concentration does not subsequently take place for whatever reason and is thereby abandoned, the Notifying Party shall  not  be  bound  by  these
Commitments.

Section A.  Definitions

   1. For the purpose of the Commitments, the following terms shall have the following meaning:

   Affiliated Undertakings: undertakings controlled by the Notifying Party and/or by the ultimate parents of the  Notifying  Party,  whereby  the
   notion of control shall be interpreted pursuant to  Article  3  of  the  Merger  Regulation  and  in  light  of  the  Commission  Consolidated
   Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the  control  of  concentrations  between  undertakings  (the  Consolidated
   Jurisdictional Notice).

   Assets: the assets that contribute to the current operation or are necessary to ensure the viability and  competitiveness  of  the  Divestment
   Business, as indicated in Section B and described more in detail in the Schedule.

   Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

   Closing Period: the period of [...] from the approval of the Purchaser and the terms of sale by the Commission.

   Confidential Information: any business secrets, know-how, commercial information, or any other information of a proprietary nature that is not
   in the public domain.

   Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity and independence in discharging  its  duties  under  the
   Commitments.

   Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by the Notifying Party and who
   has received from the Notifying Party the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.

   Divestment Business: the Ionquest 290 Business and the [...] Business as defined in Section B and in the Schedule which  the  Notifying  Party
   commits to divest, it being understood that the [...]Business will only be divested at the option of the Purchaser to be exercised at the time
   of the conclusion of the sale and purchase agreement for the sale of the Divestment Business.

   Effective Date: the date of adoption of the Decision.

   Fast-Track Dispute Resolution Procedure: this term shall have the meaning given in Section G.

   First Divestiture Period: the period of [...] from the Effective Date.

   Hold Separate Manager: the person appointed by the Notifying Party for the Divestment Business to manage the  day-to-day  business  under  the
   supervision of the Monitoring Trustee.

   Ionquest 290 Business: the business as defined in paragraph 7(a) of Section B and in the Schedule and which the  Notifying  Party  commits  to
   divest.

   Key Personnel: all personnel listed in the Annex.

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by the Notifying Party, and who
   has/have the duty to monitor the Notifying Party’s compliance with the conditions and obligations attached to the Decision.

   [...] Business: the business as defined in paragraph 7(b) of Section B and in the Schedule and which the Notifying Party commits to divest  at
   the option of the Purchaser.

   Parties: the Notifying Party and the Purchaser in the context of the Fast-Track Dispute Resolution Procedure.

   Purchaser: the entity approved by the Commission as acquirer of the Divestment Business in accordance with the criteria set out in Section E.

   Purchaser Criteria: the criteria laid down in paragraph 24 of these Commitments that the Purchaser must fulfil in order to be approved by  the
   Commission.

   Schedule: the schedule to these Commitments describing in more detail the Divestment Business.

   Solvay SA: A company incorporated under the laws of Belgium, with its registered office at Rue de Ransbeek, 310, B-1120, Brussels, Belgium and
   registered under number 403.091.220 with the Belgian Crossroad for Undertakings.

   Transfer Support Commitment: the Notifying Party’s commitment to support the transfer of the Divestment Business in accordance with Section C.

   Transitional Toll Manufacturing Agreement: the Notifying Party's commitment to supply on a temporary basis Ionquest 290 to  the  Purchaser  as
   defined in paragraphs 7(c) and 8 and in the Schedule.

   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

   Trustee Divestiture Period: the period of [...] from the end of the First Divestiture Period.

Section B.  The commitment to divest and the Divestment Business

      Commitment to divest

   2. In order to maintain effective competition, the Notifying Party commits to divest, or procure the divestiture of the entirety  of  Solvay’s
      phosphorous-based solvent extractants business for the extraction of cobalt from nickel in the form of Solvay’s Ionquest 290 business  (the
      Ionquest 290 Business).

   3. In order to ensure the economic viability of the Ionquest 290 Business in the hands of the Purchaser, the Notifying Party also  commits  to
      divest, at the option of the Purchaser of the Ionquest 290 Business, the entirety  of  Solvay’s  business  for  the  supply  of  [...].This
      commitment will only apply if the Purchaser requires [...] Business to ensure the viability of the Ionquest 290 Business, e.g. if they  are
      needed to operate economically the Purchaser’s production line used for the production of Ionquest 290.

   4. The Notifying Party commits to divest, or procure the divestiture of the Divestment Business by the end of the Trustee  Divestiture  Period
      as a going concern to a purchaser and on terms of sale approved by the Commission in accordance with the procedure described  in  paragraph
      25 of these Commitments. To carry out the divestitures, the Notifying Party commits to find a purchaser and to enter into a  final  binding
      sale and purchase agreement for the sale of the Divestment Business within the First Divestiture Period. If the  Notifying  Party  has  not
      entered into such an agreement at the end of the First Divestiture Period, the Notifying Party  shall  grant  the  Divestiture  Trustee  an
      exclusive mandate to sell the Divestment Business in accordance with the procedure described in paragraph 37  in  the  Trustee  Divestiture
      Period.

   5. The Notifying Party shall be deemed to have complied with this commitment if:

        a) by the end of the Trustee Divestiture Period, the Notifying Party or the Divestiture Trustee has entered into a  final  binding  sale
           and purchase agreement for the divestment of the Divestment Business and the Commission approves the proposed purchaser and the terms
           of sale as being consistent with the Commitments in accordance with the procedure described in paragraph 25; and

        b) the Closing of the sale of the Ionquest 290 Business to the Purchaser takes place within the Closing  Period  and  the  Ionquest  290
           Business has effectively been transferred and all related agreements have been concluded; and

        c) the Closing of the sale of [...] Business to the Purchaser of the Ionquest 290 Business takes place by the end  of  the  Transitional
           Toll Manufacturing Agreement and [...] Business has effectively been transferred by then.

   6. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a period  of  10  years  after  Closing,  not
      acquire, whether directly or indirectly, the possibility of exercising influence (as defined  in  paragraph  43  of  the  Remedies  Notice,
      footnote 3) over the Ionquest 290 Business, unless, following the submission of a reasoned request from the Notifying  Party  showing  good
      cause and accompanied by a report from the Monitoring Trustee (as provided in paragraph 63 of these Commitments), the Commission finds that
      the structure of the market has changed to such an extent that the absence of influence  over  the  Ionquest  290  Business  is  no  longer
      necessary to render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Business

   7. The Divestment Business consists of:

        a) the entirety of Solvay’s Ionquest 290 Business, including:

           i) all know-how and technical documentation and assistance required for the production of Ionquest 290;

          ii) all IP rights, including Solvay’s patent (US 7,049,463) regarding the process for  the  preparation  of  highly  purified  dialkyl
              phosphinic acid (a method for the removal of impurities by washing in the production of Ionquest 290);

         iii) the Ionquest trademark;

          iv) any other tangible or intangible assets, with the exception of any physical production assets, which the Purchaser may  reasonably
              require to successfully complete the transfer of the Ionquest 290 Business to an alternative production location; and

           v) the entirety of Solvay’s Ionquest 290 customer portfolio, all current customer contracts, orders and records, as well as  historic
              customer orders and records relating to Ionquest 290 dating back to 2006;

        b) at the option of the Purchaser, the entirety of Solvay’s [...] Business, including:

           i) a perpetual, royalty-free licence for all know-how and technical documentation and  assistance  required  for  the  production  of
              [...];

          ii) a perpetual, royalty-free licence for all IP rights regarding the composition of and manufacturing process [...];

         iii) for a reasonably sufficient period of at least  two  years,  a  non-transferrable  royalty-free  licence  for  the  use  of  [...]
              trademarks, it being understood that the Purchaser will have the perpetual right (at no cost) to use  the  relevant  code  numbers
              [...];

          iv) any other tangible or intangible assets, with the exception of any physical production assets, which the Purchaser may  reasonably
              require to successfully complete the transfer of the [...] Business to an alternative production location; and

           v) the entirety of Solvay’s customer portfolio, all current customer contracts, orders and records,  as  well  as  historic  customer
              orders and records relating to [...];

        c) a short-term toll-manufacturing arrangement (the Transitional Toll Manufacturing  Agreement)  on  the  basis  of  which  Solvay  will
           produce, based on a temporary licence granted by the Purchaser for the use  of  the  relevant  intellectual  property,  know-how  and
           technical documentation, Ionquest 290 on the Semi-Works Unit located at the Oldbury site in the UK (the Semi-Works Unit)  for  supply
           to the Purchaser in sufficient volumes allowing the Purchaser to maintain and expand Solvay’s existing market  position  in  Ionquest
           290 until it has established an alternative production capability; the Transitional Toll Manufacturing Agreement will comply with the
           principles set out in paragraph 4 of the Schedule.

   8. The Notifying Party commits that it will continue to operate the Semi-Works Unit in the way in which it is operated at the  date  of  these
      Commitments and in the same location for the duration of the Transitional Toll Manufacturing Agreement, to ensure the continued  supply  of
      Ionquest 290 to the Purchaser under the same costs structure and of  the  same  quality  and  consistency  during  that  period  (it  being
      understood that the production volumes of the relevant products produced on the Semi-Works Unit may fluctuate as long as it does not affect
      Ionquest 290's costs structure as agreed with the Purchaser).

   9. At the request of the Purchaser, Solvay will use its best efforts,  including  appropriate  incentive  schemes,  to  transfer  any  of  the
      operational/production, industrial/technical and/or commercial and marketing personnel listed  in  the  Annex  to  these  Commitments  (Key
      Personnel) to the Purchaser.

  10. For the sake of clarity, the Divestment Business shall not include any physical production assets or manufacturing units owned or  operated
      by Solvay.

  11. Strict firewall procedures will be adopted so as to ensure that any competitively sensitive information relating to the Divestment Business
      and arising from the operation of the Transitional Toll Manufacturing Agreement will not  be  disclosed  (whether  within  or  outside  the
      Notifying Party’s operations) beyond what is reasonably required for the compliance with the obligations  arising  from  this  Transitional
      Toll Manufacturing Agreement.

  12. The Divestment Business is further described in the Schedule, which forms an integral part of the Commitments.

Section C.  Commitment to support the transfer of the Divestment Business

  13. The Notifying Party commits to provide, at no cost and until 6 months after the Purchaser has produced the  first  batch  of  the  relevant
      product on its production unit, any support which the Purchaser may reasonably request to ensure an effective transfer  of  the  Divestment
      Business to its own production location by the end of the Transitional Toll Manufacturing Agreement. More specifically, Solvay  commits  to
      provide the Purchaser at its request with the following support and/or training, including by means of a temporary secondment  of  relevant
      Solvay’s personnel:

        a) support for the design and the commissioning of a new production facility for the production of Ionquest 290 and any  other  relevant
           product [...] or the adjustment of an existing production facility at the Purchaser’s premises, on the  basis  of  the  know-how  and
           technical documentation included in the Divestment Business;

        b) technical training to the Purchaser’s personnel in relation to the production of Ionquest 290 and, to the extent the  Purchaser  opts
           to acquire [...], and any other aspects regarding the operation and maintenance of the relevant production assets; and

        c) training with respect to the marketing/commercialisation of Ionquest 290 and, to the extent the Purchaser opts to acquire the [...].

  14. In addition, the Notifying Party commits to provide during a period of 24 months following the end of the Transitional  Toll  Manufacturing
      Agreement, at no cost, support in the context of customer qualification proceedings for Ionquest  290  which  the  Purchaser  may  need  to
      undergo following the transfer of the Ionquest 290 Business. In particular, this support shall consist of the provision by  Solvay  of  any
      data or information which a customer may require to compare  the  chemical  equivalence  (i.e.  the  chemical  purity  and  other  physical
      specifications) of the Purchaser’s Ionquest 290 product offering with Solvay’s historic offering and will be limited to  Solvay’s  historic
      or existing customers, i.e. those customers for which a contract, order or record has been transferred to the  Purchaser  as  part  of  the
      Ionquest 290 Business, as well as all the Purchaser's customers at the date of the end of the Transitional Toll Manufacturing Agreement.

 Section D. Related commitments

      Preservation of viability, marketability and competitiveness

  15. From the Effective Date until Closing, the Notifying  Party  shall  preserve  or  procure  the  preservation  of  the  economic  viability,
      marketability and competitiveness of the Divestment Business, in accordance with good business practice,  and  shall  minimise  as  far  as
      possible any risk of loss of competitive potential of the Divestment Business. In particular the Notifying Party undertakes:

        a) not to carry out any action that might have a significant  adverse  impact  on  the  value,  management  or  competitiveness  of  the
           Divestment Business and that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment
           policy of the Divestment Business;

        b) to make available, or procure to make available, sufficient resources for the development of the Divestment Business,  on  the  basis
           and continuation of the existing business plans; and

        c) if applicable, to take all reasonable steps, or procure that all reasonable steps are being taken,  including  appropriate  incentive
           schemes (based on industry practice), to encourage all Key Personnel to  remain  in  their  current  position.  Where,  nevertheless,
           individual members of the Key Personnel exceptionally leave their current position, the Notifying  Party  shall  provide  a  reasoned
           proposal to replace the person or persons concerned to the Commission and the Monitoring Trustee. The Notifying Party must be able to
           demonstrate to the Commission that the replacement is well suited to carry out the functions exercised by those individual members of
           the Key Personnel. The replacement shall take place under the supervision  of  the  Monitoring  Trustee,  who  shall  report  to  the
           Commission.

      Hold-separate obligations

  16. The Notifying Party commits, from the Effective Date until Closing, to keep the Ionquest 290 Business separate from the  businesses  it  is
      retaining and to ensure that unless explicitly permitted under these Commitments: (i)  management and staff of the businesses  retained  by
      the Notifying Party have no involvement in the Ionquest 290 Business; and to the extent relevant (ii) the Key Personnel has no  involvement
      in any competing business retained by the Notifying Partyand do not report to any individual outside Key Personnel for any matters  related
      to Ionquest 290 Business.

  17. Until Closing, the Notifying Party shall assist the Monitoring Trustee in ensuring that the Ionquest 290 Business is managed as a  distinct
      and saleable business with a view to ensuring its continued economic viability, marketability and competitiveness.  Immediately  after  the
      adoption of the Decision, the Notifying Party shall appoint a Hold Separate Manager. The Hold Separate Manager, shall manage the Divestment
      Business independently and in the best interest of the business with a view to ensuring its continued economic viability, marketability and
      competitiveness and its commercial independence from the businesses retained by the Notifying Party. In particular, from the Effective Date
      until Closing, the Hold Separate Manager shall assume all commercial responsibilities for the Ionquest  290  Business.  The  Hold  Separate
      Manager shall be entitled to request from Solvay all the operational support, also in terms of involvement of Key Personnel that  he  deems
      necessary for the preservation of the viability of the Ionquest 290 Business. Key Personnel shall prioritise the Ionquest 290 Business over
      the retained businesses and Solvay shall not refuse any request from the Hold Separate Manager, unless it is considered unreasonable  under
      the supervision of the Monitoring Trustee  and  the  Commission.  During  this  period,  the  Hold  Separate  Manager  will  not  have  any
      responsibilities with respect to any businesses acquired from Cytec and will be bound by appropriate non-disclosure obligations to  prevent
      the flow of commercially sensitive information with respect to the Ionquest 290 Business.

  18. The Hold Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable,  the  Divestiture  Trustee.
      Any replacement of the Hold Separate Manager shall be subject to the procedure laid down in  paragraph  15(c)  of  these  Commitments.  The
      Commission may, after having heard the Notifying Party, require the Notifying Party to replace the Hold Separate Manager.

      Ring-fencing

  19. The Notifying Party shall implement, or procure to implement, all necessary measures to ensure that it does not, after the Effective  Date,
      obtain any Confidential Information relating to the Ionquest 290 Business and that  any  such  Confidential  Information  obtained  by  the
      Notifying Party before the Effective Date will be eliminated and not be used by the Notifying Party. In particular,  the  participation  of
      the Ionquest 290 Business in any central information technology network shall be severed to the extent possible, without  compromising  the
      viability of the Ionquest 290 Business. The Notifying Party may obtain or keep information relating to the Ionquest 290 Business  which  is
      reasonably necessary for the divestiture of the Ionquest 290 Business or the disclosure of which to the Notifying Party is required by law.

      Non-solicitation clause

  20. To the extent applicable, the Notifying Party undertakes, subject to customary limitations, not to solicit, and to procure that  Affiliated
      Undertakings do not solicit, the Key Personnel that may be transferred with the Divestment Business for a period of 2 years after Closing.

      Due diligence

  21. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment  Business,  the  Notifying  Party  shall,
      subject to customary confidentiality assurances and dependent on the stage of the divestiture process:

        a) provide to potential purchasers sufficient information as regards the Divestment Business; and

        b) provide to potential purchasers sufficient information relating to the Key Personnel and allow them  reasonable  access  to  the  Key
           Personnel.

      Reporting

  22. The Notifying Party shall submit written reports in English on potential purchasers of the Divestment  Business  and  developments  in  the
      negotiations with such potential purchasers to the Commission and the Monitoring Trustee no later than 10 days after the end of every month
      following the Effective Date (or otherwise at the Commission’s request).  The  Notifying  Party  shall  submit  a  list  of  all  potential
      purchasers having expressed interest in acquiring the Divestment Business, as the case may be, to the Commission at each and every stage of
      the divestiture process, as well as a copy of all the offers made by potential purchasers within five days of their receipt.

  23. The Notifying Party shall inform the Commission and the Monitoring Trustee on the preparation of the data room documentation  and  the  due
      diligence procedure and shall submit a copy of any information memorandum to the Commission and the Monitoring Trustee before  sending  the
      memorandum out to potential purchasers.

Section E.  The Purchaser

  24. In order to be approved by the Commission, the Purchaser of the Divestment Business must fulfil the following criteria:

        a) the Purchaser shall be independent of and unconnected to the Notifying Party and its Affiliated  Undertakings  (this  being  assessed
           having regard to the situation following the divestiture);

        b) the Purchaser shall have the financial resources, proven expertise and incentive to maintain and develop the Ionquest  290  Business,
           as a viable and active competitive force in competition with the Notifying Party and other competitors; in particular, the  Purchaser
           shall have the proven knowledge  regarding the relevant chemistry (either based on pre-existing production activities or otherwise);

        c) the Purchaser shall demonstrate on the basis  of  its  technical  and  business  plan  its  ability  and  incentive  to  establish  a
           manufacturing line for Ionquest 290 (or integrate into an existing production line) in a timely and economical way  and  to  continue
           the production of Ionquest 290 in the long run;

        d) the Purchaser shall have the proven capacity and incentive to sell Ionquest 290 directly (via an efficient integrated sales  network)
           or indirectly (through distributors);

        e) the Purchaser shall not be an existing producer of solvent extractants for cobalt/nickel  based  on  Bis  (2,  4,  4-trimethylpentyl)
           phosphinic acid; and

        f) the acquisition of the Divestment Business by the Purchaser must neither be likely to create, in light of the  information  available
           to the Commission, prima facie competition concerns nor give rise to a risk that  the  implementation  of  the  Commitments  will  be
           delayed. In particular, the Purchaser must reasonably be expected to obtain all necessary  approvals  from  the  relevant  regulatory
           authorities for the acquisition of the Divestment Business.

  25. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business shall
      be conditional on the Commission’s approval. When the Notifying Party has reached an agreement with a purchaser, it shall  submit  a  fully
      documented and reasoned proposal, including a copy of the final agreement(s), within one week to the Commission and the Monitoring Trustee.
      The Notifying Party must be able to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and that the Divestment
      Business is being sold in a manner consistent with the Commission's Decision and the Commitments. For the approval,  the  Commission  shall
      verify that the purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a  manner  consistent  with  the
      Commitments including their objective to bring about a lasting structural change in the market. The Commission may approve the sale of  the
      Divestment Business without one or more Assets or parts of the Key Personnel, or by substituting one or more Assets or  parts  of  the  Key
      Personnel with one or more different assets or different personnel, if this does not  affect  the  viability  and  competitiveness  of  the
      Divestment Business after the sale, taking account of the proposed purchaser.

Section F.  Trustee

      I.    Appointment procedure

  26. The Notifying Party shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring  Trustee.
      The Notifying Party commits not to close the Concentration before the appointment of a Monitoring Trustee.

  27. If the Notifying Party has not entered into a binding sale and purchase agreement regarding the Divestment Business one  month  before  the
      end of the First Divestiture Period or if the Commission has rejected a  purchaser  proposed  by  the  Notifying  Party  at  that  time  or
      thereafter, the Notifying Party shall appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon  the
      commencement of the Trustee Divestiture Period.

  28. The Trustee shall:

        i) at the time of appointment, be independent of the Notifying Party and its Affiliated Undertakings;

       ii) possess the necessary qualifications to carry out its mandate, for example have  sufficient  relevant  experience  as  an  investment
           banker or consultant or auditor; and

      iii) neither have nor become exposed to a Conflict of Interest.

  29. The Trustee shall be remunerated by the Notifying Party in a way that does not impede the  independent  and  effective  fulfilment  of  its
      mandate. In particular, where the remuneration package of a Divestiture Trustee includes a success premium linked to the final  sale  value
      of the Divestment Business, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.

            Proposal by the Notifying Party

  30. No later than two weeks after the Effective Date, the Notifying Party shall submit the name or names  of  one  or  more  natural  or  legal
      persons whom the Notifying Party proposes to appoint as the Monitoring Trustee to the Commission for approval.  No  later  than  one  month
      before the end of the First Divestiture Period or on request by the Commission, the Notifying Party shall submit a  list  of  one  or  more
      persons whom the Notifying Party proposes to appoint as Divestiture Trustee to the Commission for  approval.  The  proposal  shall  contain
      sufficient information for the Commission to verify that the person or persons proposed as Trustee  fulfil  the  requirements  set  out  in
      paragraph 28 and shall include:

       a) the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties  under
          these Commitments;

       b) the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks; and

       c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different  trustees
          are proposed for the two functions.

            Approval or rejection by the Commission

  31. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
      modifications it deems necessary for the Trustee to fulfil its obligations. If only one name is approved, the Notifying Party shall appoint
      or cause to be appointed the person or persons concerned as Trustee, in accordance with the mandate approved by  the  Commission.  If  more
      than one name is approved, the Notifying Party shall be free to choose the Trustee to be appointed  from  among  the  names  approved.  The
      Trustee shall be appointed within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

            New proposal by the Notifying Party

  32. If all the proposed Trustees are rejected, the Notifying Party shall submit the names of at least two more natural or legal persons  within
      one week of being informed of the rejection, in accordance with paragraphs 26 and 31 of these Commitments.

            Trustee nominated by the Commission

  33. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom the  Notifying  Party  shall
      appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II.   Functions of the Trustee

  34. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The  Commission  may,  on
      its own initiative or at the request of the Trustee or the Notifying Party, give any orders or instructions to  the  Trustee  in  order  to
      ensure compliance with the conditions and obligations attached to the Decision.

            Duties and obligations of the Monitoring Trustee

  35. The Monitoring Trustee shall:

       a) propose in its first report to the Commission a detailed  work  plan  describing  how  it  intends  to  monitor  compliance  with  the
          obligations and conditions attached to the Decision.

       b) oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment  Business,  with  a  view  to
          ensuring its continued economic viability, marketability and competitiveness and monitor compliance by the Notifying  Party  with  the
          conditions and obligations attached to the Decision. To that end the Monitoring Trustee shall:

           i) monitor the preservation of the economic viability, marketability and competitiveness of the Divestment Business and  the  keeping
              separate of the Ionquest 290 Business from the business retained by the Notifying Party, in accordance with paragraph 15 of  these
              Commitments;

          ii) supervise the management of the Ionquest 290 Business as a distinct and saleable business, in  accordance  with  paragraph  16  of
              these Commitments;

         iii) with respect to Confidential Information:

                – determine all necessary measures to ensure that the Notifying Party does not after the Effective Date obtain  any  Confidential
                  Information relating to the Ionquest 290 Business,
                – in particular strive for the severing of the Ionquest 290 Business’  participation in a central information technology  network
                  to the extent possible, without compromising the viability of the Ionquest 290 Business,
                – make sure that any Confidential Information relating to the Ionquest 290 Business obtained by the Notifying  Party  before  the
                  Effective Date is eliminated and will not be used by the Notifying Party, and
                – decide whether such information may be disclosed to or kept by the Notifying Party as the disclosure  is  reasonably  necessary
                  to allow the Notifying Party to carry out the divestiture or as the disclosure is required by law;

          iv) monitor the splitting of assets and, where applicable, the allocation of personnel between  the  Ionquest  290  Business  and  the
              Notifying Party or Affiliated Undertakings;

       c) propose to the Notifying Party such measures as the Monitoring Trustee considers necessary to ensure the Notifying Party’s  compliance
          with the conditions and obligations attached to  the  Decision,  in  particular  the  maintenance  of  the  full  economic  viability,
          marketability or competitiveness of the Divestment Business, the holding separate of the Ionquest 290 Business and the  non-disclosure
          of competitively sensitive information;

       d) verify that the inclusion, at the Purchaser’s request, of the [...] Business in the Divestment Business  is  required  to  ensure  the
          viability of the Ionquest 290 Business in accordance with paragraph 3 of the Commitments;

       e) in the event of a disagreement between the Notifying Party and the Purchaser, assess the reasonableness of any  request  made  by  the
          Purchaser for the inclusion of any tangible or intangible assets in the Divestment Business in accordance with paragraphs 7(a)(iv) and
          7(b)(iv) of the Commitments, where necessary consulting with a relevant industry expert in accordance with paragraph 43;

       f) review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the  stage  of
          the divestiture process:

           i) potential purchasers receive sufficient and correct information relating to the Divestment Business  as  applicable  and  the  Key
              Personnel in particular by reviewing, if available, the data room documentation, the information memorandum and the due  diligence
              process, and

          ii) potential purchasers are granted reasonable access to the Key Personnel;

       g) act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

       h) provide to the Commission, sending the Notifying Party a non-confidential copy at the same time, a written report within 15 days after
          the end of every month that shall cover the operation and management of the Ionquest 290 Business  as well as the splitting of  assets
          and the allocation of Key Personnel so that the Commission can assess whether the business is held in a  manner  consistent  with  the
          Commitments and the progress of the divestiture process as well as potential purchasers;

       i) promptly report in writing to the Commission, sending the Notifying Party a non-confidential copy at the same time, if it concludes on
          reasonable grounds that the Notifying Party is failing to comply with these Commitments;

       j) within one week after receipt of the documented proposal referred to in paragraph  25 of these Commitments, submit to the  Commission,
          sending the Notifying Party a non-confidential copy at the same time, a reasoned opinion as to the suitability and independence of the
          proposed purchaser and the viability of the Ionquest 290 Business after the Sale and as to whether the Divestment Business is sold  in
          a manner consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of  the
          Divestment Business without one or more Assets or not all of the Key Personnel affects the viability  of  the  Ionquest  290  Business
          after the sale, taking account of the proposed purchaser; and

       k) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

  36. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the Monitoring Trustee  and  the  Divestiture  Trustee
      shall cooperate closely with each other during and for the purpose of the preparation  of  the  Trustee  Divestiture  Period  in  order  to
      facilitate each other's tasks.

            Duties and obligations of the Divestiture Trustee

  37. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price  the  Divestment  Business  to  a  purchaser,
      provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and  ancillary  agreements)
      as in line with the Commission's Decision and the Commitments in accordance with paragraphs 24 and 25 of these Commitments. The Divestiture
      Trustee shall include in the sale and purchase agreement (as well as in any ancillary agreements) such terms and conditions as it considers
      appropriate for an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee may include  in  the  sale  and
      purchase agreement such customary representations and warranties and indemnities as  are  reasonably  required  to  affect  the  sale.  The
      Divestiture Trustee shall protect the legitimate financial interests of the Notifying Party, subject to the Notifying Party’s unconditional
      obligation to divest at no minimum price in the Trustee Divestiture Period.

  38. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission  with  a
      comprehensive monthly report written in English on the progress of the divestiture process. Such reports shall be submitted within 15  days
      after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to the Notifying Party.

      III.  Duties and obligations of the Notifying Party

  39. The Notifying Party shall provide and shall cause its  advisors  to  provide  the  Trustee  with  all  such  co-operation,  assistance  and
      information as the Trustee may reasonably require to perform its tasks. The Trustee shall have full and  complete  access  to  any  of  the
      Notifying Party or the Divestment Business’ books, records, documents, management or  other  personnel,  facilities,  sites  and  technical
      information necessary for fulfilling its duties under the Commitments and the Notifying Party and the Divestment Business shall provide the
      Trustee upon request with copies of any document. The Notifying Party and the Divestment Business shall make available to the  Trustee  one
      or more offices on their premises and shall be available for meetings in order to provide the Trustee with all  information  necessary  for
      the performance of its tasks.

  40. The Notifying Party shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably  request  on
      behalf of the management of the Divestment Business. This shall include all administrative support functions  relating  to  the  Divestment
      Business which are currently carried out at headquarters level. The Notifying Party shall provide and shall cause its advisors  to  provide
      the Monitoring Trustee, on request, with the information submitted to potential purchasers,  in  particular  give  the  Monitoring  Trustee
      access to the data room documentation and all other information granted to  potential  purchasers  in  the  due  diligence  procedure.  The
      Notifying Party shall inform the Monitoring Trustee on possible purchasers, submit lists of potential  purchasers  at  each  stage  of  the
      selection process, including the offers made by potential purchasers at those stages, and keep  the  Monitoring  Trustee  informed  of  all
      developments in the divestiture process.

  41. The Notifying Party shall grant or procure Affiliated Undertakings to grant  comprehensive  powers  of  attorney,  duly  executed,  to  the
      Divestiture Trustee to effect the sale (including ancillary agreements), the Closing and all actions and declarations which the Divestiture
      Trustee considers necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to  assist  with  the
      sale process. Upon request of the Divestiture Trustee, the Notifying Party shall cause the documents required for affecting  the  sale  and
      the Closing to be duly executed.

  42. The Notifying Party shall indemnify the Trustee and its employees and agents (each an Indemnified Party) and hold  each  Indemnified  Party
      harmless against, and hereby agrees that an Indemnified Party shall have no liability to the Notifying Party for, any  liabilities  arising
      out of the performance of the Trustee’s duties under the Commitments, except to the extent that such liabilities  result  from  the  wilful
      default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.

  43. At the expense of the Notifying Party, the Trustee may appoint advisors (in particular for  corporate  finance,  costs  analysis  or  legal
      advice) or an industry expert, subject to the Notifying Party’s approval (this approval not to be unreasonably withheld or delayed) if  the
      Trustee considers the appointment of such advisors or industry expert necessary or appropriate  for  the  performance  of  its  duties  and
      obligations under the Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should the Notifying Party
      refuse to approve the advisors proposed by the Trustee the Commission may approve the appointment of such advisors  instead,  after  having
      heard the Notifying Party. Only the Trustee shall be entitled to issue instructions to the advisors.  Paragraph  42  of  these  Commitments
      shall apply mutatis mutandis. In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served  the  Notifying  Party
      during the Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

  44. The Notifying Party agrees that the Commission may share Confidential Information proprietary to the Notifying Party with the Trustee.  The
      Trustee shall not disclose such information and the principles contained in Article 17 (1) and (2) of the Merger Regulation  apply  mutatis
      mutandis.

  45. The Notifying Party agrees that the contact details of the Monitoring Trustee are published on the website of the Commission's Directorate-
      General for Competition and they shall inform interested third parties, in particular any potential purchasers, of  the  identity  and  the
      tasks of the Monitoring Trustee.

  46. For a period of 10 years from the Effective Date the Commission may request all information from the Notifying  Party  that  is  reasonably
      necessary to monitor the effective implementation of these Commitments.

      IV.   Replacement, discharge and reappointment of the Trustee

  47. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
      a Conflict of Interest:

        a) the Commission may, after hearing the Trustee and the Notifying Party, require the Notifying Party to replace the Trustee; or

        b) the Notifying Party may, with the prior approval of the Commission, replace the Trustee.

  48. If the Trustee is removed according to paragraph 47 of these Commitments, the Trustee may be required to continue in its function  until  a
      new Trustee is in place to whom the Trustee has affected a full hand over of all relevant information. The new Trustee shall  be  appointed
      in accordance with the procedure referred to in paragraphs 26-33 of these Commitments.

  49. Unless removed according to paragraph 47 of these Commitments, the Trustee shall cease to act as Trustee  only  after  the  Commission  has
      discharged it from its duties after all the Commitments with which the Trustee has been  entrusted  have  been  implemented.  However,  the
      Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies  might
      not have been fully and properly implemented.

Section G.  Fast-track dispute resolution mechanism

  50. Any disputes which may arise between the Notifying Party and the Purchaser (each a Party and  jointly  the  Parties)  in  relation  to  the
      implementation of the Transitional Toll Manufacturing Agreement or the Transfer Support  Commitment  will  be  subject  to  the  Fast-Track
      Dispute Resolution Procedure described in this Section G.

  51. If a Party wishes to avail itself of the Fast-Track Dispute Resolution Procedure (the Requesting Party), it must notify the other Party  in
      writing (with a copy to the Monitoring Trustee) setting out in detail the reasons leading that Party to believe that  the  other  Party  is
      failing to comply with the requirements of the Transitional Toll Manufacturing Agreement or the Transfer Support Commitment  (the  Notice).
      The Parties will use their best efforts to resolve all differences of opinion and settle all disputes that may  arise  through  cooperation
      and consultation within a reasonable period of time which shall not exceed fifteen (15) business days after receipt of  the  Notice,  which
      may be extended by mutual consent.

  52. Should the Parties fail to resolve their differences of opinion through cooperation and  consultation  as  provided  for  in  the  previous
      paragraph, the Requesting Party shall nominate an arbitrator.

  53. The other Party shall, within two (2) weeks of receiving notification in writing of the appointment of the Requesting  Party’s  arbitrator,
      nominate its arbitrator and provide to the Requesting Party in writing detailed reasons for their challenged conduct.

  54. The arbitrators nominated by the Parties shall, within one (1) week from the nomination of the former, agree to appoint a third arbitrator.
      If the arbitrators nominated by the Parties cannot agree on the nomination of a third arbitrator, they  shall  ask  the  President  of  the
      International Chamber of Commerce (ICC) to appoint the third arbitrator.

  55. The arbitrators shall be instructed to establish an arbitration tribunal and to make a preliminary ruling on the  contested  issues  within
      one (1) month of the appointment of the third arbitrator, which may be extended, if necessary, by the  unanimous  agreement  of  all  three
      arbitrators. The preliminary ruling shall be applicable immediately and until the final decision is issued. The  final  decision  shall  be
      taken by the arbitrators within six (6) months of the appointment of the third arbitrator, which may be  extended,  if  necessary,  by  the
      unanimous agreement of all three arbitrators.

  56. Any of the arbitrators shall be entitled to request any relevant information from the Parties in order to enable them to reach a decision.

  57. The burden of proof in any dispute under the Fast-Track Dispute Resolution Procedure shall be borne as follows: (i)  the  Requesting  Party
      must produce evidence of a prima facie case, and (ii) if the Requesting Party produces evidence of a prima facie case, the arbitrator  must
      find in favour of the Requesting Party unless the other Party can produce evidence to the contrary.

  58. The arbitrators shall be instructed not to disclose confidential information and  to  apply  the  standards  attributable  to  confidential
      information and business secrets by European Community competition law.

  59. The arbitration shall be in English and conducted pursuant to ICC rules. The arbitration award shall,  in  addition  to  dealing  with  the
      merits of the claim, impose the fees and costs of the prevailing party upon the party that is unsuccessful.

  60. In the event of disagreement between the Parties regarding the interpretation of the Commitments, the arbitrators shall seek the Monitoring
      Trustee’s interpretation of the Commitments, in accordance with the Decision, before finding in favour of any Party. The Monitoring Trustee
      and the Commission may, at any time, submit a proposal during the arbitration procedure.

  61. Nothing in the arbitration procedure shall affect the powers of the Commission  to  take  decisions  in  relation  to  the  Commitments  in
      accordance with its powers under the Merger Regulation and the EC Treaty.

Section H.  The review clause

  62. The Commission may extend the time periods foreseen in the Commitments in response to a request from the Notifying Party or, in appropriate
      cases, on its own initiative. Where the Notifying Party requests an extension of a time period, it shall submit a reasoned request  to  the
      Commission no later than one month before the expiry of that period, showing good cause. This request shall be accompanied by a report from
      the Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the Notifying Party. Only in  exceptional
      circumstances shall the Notifying Party be entitled to request an extension within the last month of any period.

  63. The Commission may further, in response to a reasoned request from the Notifying Party showing good cause waive, modify or  substitute,  in
      exceptional circumstances, one or more of the undertakings in these Commitments. This request shall be accompanied by  a  report  from  the
      Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the Notifying Party. The  request  shall  not
      have the effect of suspending the application of the Commitments and, in particular, of suspending the expiry of any time period  in  which
      the Commitments have to be complied with.

Section I.  Entry into force

  64. The Commitments shall take effect upon the date of adoption of the Decision.

      ……………………………………
      duly authorised for and on behalf of
      Solvay SA
                                                                     SCHEDULE

      A.    Divestment commitment

   1. The Divestment Business consists of:

        a) the entirety of Solvay’s phosphorous-based solvent extractants business for the extraction of cobalt  from  nickel  in  the  form  of
           Solvay’s Ionquest 290 business (the Ionquest 290 Business);

      and, at the option of the Purchaser:

        b) the entirety of Solvay’s business for the supply of [...].

      The Ionquest 290 Business

   2. The Ionquest 290 Business as operated to date has the following legal and functional structure:

        a) the Ionquest 290 Business is currently owned and operated by Solvay; it is not incorporated separately; and

        b) the Ionquest 290 Business is not currently a stand-alone business activity; the product is being produced on the Semi-Works  Unit  at
           Solvay’s Oldbury (UK) site and is integrated into Solvay’s wider operational  and  commercial  organisation;  it  will  therefore  be
           separated from current operations as described below.

   3. In accordance with paragraph 7(a) of these Commitments the Ionquest 290 Business includes

        a) all know-how and technical documentation and assistance required for the production of Ionquest 290;

        b) all IP rights, including Solvay’s patent (US 7,049,463) regarding  the  process  for  the  preparation  of  highly  purified  dialkyl
           phosphinic acid (a method for the removal of impurities by washing in the production of Ionquest 290);

        c) the Ionquest trademark;

        d) any other tangible or intangible assets, with the exception of any physical production assets, which  the  Purchaser  may  reasonably
           require to successfully complete the transfer of the Ionquest 290 Business to an alternative production location; and

        e) the entirety of Solvay’s Ionquest 290 customer portfolio, all current customer contracts, orders and records,  as  well  as  historic
           customer orders and records relating to Ionquest 290 dating back to 2006;

   4. The Ionquest 290 Business will be divested together with a short-term toll-manufacturing arrangement (the Transitional  Toll  Manufacturing
      Agreement), on the basis of which Solvay will produce Ionquest 290 on the Semi-Works Unit for supply to the Purchaser in sufficient volumes
      allowing the Purchaser to maintain and expand Solvay’s existing market position in Ionquest 290 until it  has  established  an  alternative
      production capability. The Transitional Toll Manufacturing Agreement will have the following characteristics:

        a) the Purchaser will grant Solvay a temporary licence for the use  of  the  relevant  intellectual  property,  know-how  and  technical
           documentation required for the production of Ionquest 290 on the Semi-Works Unit;

        b) Solvay will produce and supply sufficient volumes of Ionquest 290 allowing the Purchaser at  the  very  least  to  maintain  Solvay’s
           existing market position in Ionquest 290 until it has established an alternative production capability, i.e. a minimum annual  volume
           of 84 tons, with a “reserved capacity” provision for the production of an additional 50% of volume of Ionquest 290 (up to a total  of
           126 tons), allowing for sufficient growth potential;

        c) the Ionquest 290 shall be produced in accordance with the product specifications which will be determined in  the  Transitional  Toll
           Manufacturing Agreement and will reflect the specifications  currently  used  and  quality  currently  supplied  by  Solvay  for  the
           production of Ionquest 290; any volumes of Ionquest 290 which do not meet these product specifications and quality requirements  will
           be retained by Solvay at its own cost for recycling in the production process;

        d) Solvay will supply the Purchaser with the abovementioned volumes of Ionquest 290 in return for a fixed tolling fee for each tonne  of
           Ionquest 290 off-taken by the Purchaser from the Semi-Works Unit which will compensate  Solvay  for  the  fixed  costs  that  can  be
           currently attributed to the production of Ionquest 290 and which will be fixed at the  time  of  signing  of  the  Transitional  Toll
           Manufacturing Agreement for the duration of the agreement (subject to yearly indexation reflecting the rate of inflation);

        e) any variable costs such as utilities and, in so far as these are  sourced  by  the  Purchaser  from  or  via  Solvay,  raw  materials
           associated with the production of Ionquest 290 and incurred by Solvay will be compensated for by the Purchaser at cost;

        f) raw materials associated with the production of Ionquest 290  during  the  Toll  Manufacturing  Agreement  and,  if  applicable,  the
           transitional services detailed in paragraph 5 a) shall be of the specifications currently used and quality currently supplied;

        g) during the Toll Manufacturing Agreement, Ionquest 290 will be manufactured at  the  Semi-Works  Unit  in  the  Oldbury  site  (United
           Kingdom) under the same costs structure as it is currently produced;

        h) the term of the Transitional Toll Manufacturing Agreement will be 3 years, with the option for the Purchaser to extend the term by  1
           year if it can demonstrate that such extension is required in order to complete the transfer of the Ionquest 290 Business to its  own
           production location.

   5. Under the Transitional Toll Manufacturing Agreement the Purchaser will have the option to request the provision on a cost basis of a number
      of transitional services to ensure the viability and competitiveness of the Ionquest 290 Business during the term of the Transitional  Toll
      Manufacturing Agreement.  These transitional services may include, among others:

        a) the option to source the raw materials required for the production of Ionquest 290 from or via Solvay at cost (delivered to the Semi-
           Works Unit):

              i) [...], produced by Solvay at its Hengchang site in China;

             ii) [...], currently sourced by Solvay from third party suppliers;

        b) certain additional transitional services, including storage and logistics support and any other  services  which  the  Purchaser  may
           require during the term of the Transitional Toll Manufacturing Agreement in order to maintain the viability  and  competitiveness  of
           the Ionquest 290 Business during that period.

   6. At the option of the Purchaser, for a period of 3 years after the end  of  the  Transitional  Toll  Manufacturing  Agreement,  Solvay  will
      continue to supply the Purchaser with:

        a) [...] to the Purchaser's premises on reasonable commercial terms, with the option for the Purchaser to extend the term by 2 years;

        b) other raw materials required for the production of the products of the Divestment Business,  if  necessary  by  way  of  back-to-back
           agreement, at cost to the Purchaser's premises, if it can demonstrate   to  the  satisfaction  of  the  Monitoring  Trustee  and  the
           Commission that it would not have access to such raw materials on the merchant market on reasonable commercial terms.

   7. At the request of the Purchaser, Solvay will use its best efforts,  including  appropriate  incentive  schemes,  to  transfer  any  of  the
      operational/production, industrial/technical and/or commercial Key Personnel listed in the Annex to these Commitments to the Purchaser.

      [...] Business

   8. The [...] Business as operated to date has the following legal and functional structure:

        a) the [...] Business is currently owned and operated by Solvay; it is not incorporated separately; and

        b) the [...] Business is not currently a stand-alone business activity; the product is being produced on  the  [...]  Unit  at  Solvay’s
           Oldbury (UK) site and is integrated into Solvay’s wider operational and commercial organisation; it will therefore be separated  from
           current operations as described below.

   9. In accordance with paragraph 7(b) of these Commitments [...] Business includes:

        a) a perpetual, royalty-free licence for all know-how and technical documentation and assistance required for the production of [...];

        b) a perpetual, royalty-free licence for all IP rights regarding the composition of and manufacturing process [...];

        c) for a reasonably sufficient period of at least two years, a non-transferrable royalty-free licence for the use of  [...]  trademarks,
           it being understood that the Purchaser will have the perpetual right (at no cost) to use the relevant code numbers [...];

        d) any other tangible or intangible assets, with the exception of any physical production assets, which  the  Purchaser  may  reasonably
           require to successfully complete the transfer of the [...] Business to an alternative production location; and

        e) the entirety of Solvay’s customer portfolio, all current customer contracts, orders and records, as well as historic customer  orders
           and records relating to [...];

  10. The Divestment Business will not include any physical production assets or manufacturing units owned or operated by Solvay.

      B.    The Transfer Support Commitment

  11. The Notifying Party commits to provide, at no cost and until 6 months after the Purchaser has produced the  first  batch  of  the  relevant
      product on its production unit, any support which the Purchaser may reasonably request to ensure an effective transfer  of  the  Divestment
      Business to its own production location by the end of the Transitional Toll Manufacturing Agreement. More specifically, Solvay  commits  to
      provide the Purchaser at its request with the following support and/or training, including by means of a temporary secondment of any of the
      relevant Solvay's personnel:

        a) support for the design and the commissioning of a new production facility for the production of Ionquest 290 and any  other  relevant
           product (e.g. [...]) and [...]) or the adjustment of an existing production facility at the Purchaser’s premises, on the basis of the
           know-how and technical documentation included in the Divestment Business;

        b) technical training to the Purchaser’s personnel in relation to the production of Ionquest 290 and, to the extent the  Purchaser  opts
           to acquire the [...] Business, [...]), and any other aspects regarding the operation  and  maintenance  of  the  relevant  production
           assets; and

        c) training with respect to the marketing/commercialisation of Ionquest 290 and, to the extent  the  Purchaser  opts  to  acquire  [...]
           Business; […].

  12. In addition, the Notifying Party commits to provide during a period of 24 months following the end of the Transitional  Toll  Manufacturing
      Agreement, at no cost, support in the context of customer qualification proceedings for Ionquest  290  which  the  Purchaser  may  need  to
      undergo following the transfer of the Ionquest 290 Business. In particular, this support shall consist of the provision by  Solvay  of  any
      data or information which a customer may require to compare the Purchaser’s Ionquest 290 product offering with Solvay’s  historic  offering
      and will be limited to Solvay’s historic or existing customers, i.e. those customers for  which  a  contract,  order  or  record  has  been
      transferred to the Purchaser as part of the Ionquest 290 Business, as well as all the Purchaser's customers at the date of the end  of  the
      Transitional Toll Manufacturing Agreement.
                                                                      ANNEX

                                                                  KEY PERSONNEL

                                                                       […]
                                                             -----------------------
[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").

[4]   Publication in the Official Journal of the European Union No C 347, 20.10.2015, p. 11.

[5]   Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional Notice (OJ  C  95,
16.4.2008, p. 1).

[6]   Further processing methods exist, but they are not of relevance in the present case.

[7]   Case No M.5927 - BASF/Cognis, paragraph 317 and following.

[8]   Non –confidential minutes of a conference call; replies to questions 7 and 8 of RFI Q1-Competitors.

[9]   Non - confidential replies to question 11.1 of RFI Q1-Competitors.

[10]  Non –confidential replies to questions 17 and 18 of RFI Q1-Competitors.

[11]  Non-confidential replies to question 7 of RFI Q2 –Customers.

[12]  The selectivity of a solvent extractant is a measure of its capacity to effectively remove specific impurities (other  metals)  present  in
the ore. Extractants' selectivity varies mainly with their acidity.

[13]  Non-confidential reply to question 9 of RFI Q2 – Customers.

[14]  Non-confidential reply to question 11.1 of RFI Q1 – Competitors.

[15]  Non-confidential replies and to question 9 of RFI Q2 – Customers.

[16]  Case No M.5927 - BASF/Cognis, paragraph 321.

[17]  Non - confidential replies to question 21 of RFI Q1-Competitors.

[18]  Non - confidential replies to question 21 of RFI Q2-Customers and question 23 of RFI Q1-Competitors.

[19]  The phosphor-based solvent extractants are classified as Dangerous Goods Class 9, under the Packing Group  III  UN  3082  Marine  Pollutant
(according to MSDS). This regulation requires specific conditions for its transportation.

[20]  Non - confidential replies to question 20 of RFI Q2-Customers.

[21]  Non - confidential replies to question 23- 25 of RFI Q1-Competitors, Non - confidential replies to question 19 of RFI Q2-Customers.

[22]  Source: Form CO, the calculation is based on the best estimates of the Notifying Party.

[23]  Non-confidential reply to question 24 of RFI Q2-Customers and non-Confidential reply to question 27 of RFI Q1-Competitors.

[24]  Non-confidential replies to question 30 of RFI Q2-Customers.

[25]  Non-confidential replies to question 31 of RFI Q2-Customers.

[26]        Non-confidential version of the minutes of conference calls with customers on 9 November 2015 and on 10 November 2015.

[27]  Non-confidential replies to question 28 of RFI Q1-Competitors and question 25 of RFI Q2-Customers.

[28]  Non-confidential version of the minutes of conference calls with customers on 9 November 2015 and on 10 November 2015.

[29]  Non-confidential reply to question 28 of RFI Q1-Competitors.

[30]  The overwhelming majority of customers identified price as a weakness for Cytec and  Solvay's  products  or  a  strengths  of  the  Chinese
suppliers (Q2-Customers, question 25). […].

[31]  Non-confidential replies to questions 32-35 of RFI Q2-Customers.

[32]  Non-confidential replies to question 29 of RFI Q2-Customers.

[33]  Frothers are liquids that produce the froth or foam on which the flotation process depends.

[34]  Collectors are chemicals used for separating hydrophobic (water-fearing) materials from hydrophilic. This water-repellent film  facilitates
the attachment of the mineral particle to the air bubble.

[35]  Non-confidential replies to question 48 of RFI Q1-Competitors.

[36]  Non-confidential replies to question 49 of RFI Q1-Competitors. Non-confidential replies to question 43 of RFI Q2-Customers.

[37]  Non-confidential replies to question 53 of RFI Q1-Competitors.

[38]  Non-confidential reply to question 48 of RFI Q2-Customers.

[39]  Non-confidential replies to question 43 of RFI Q2-Customers.

[40]  Non-confidential replies to question 49 of RFI Q2-Customers.

[41]  Non-confidential replies to question 64.1 of RFI Q1-Competitors.

[42]  Non-confidential replies to question 51-52 of RFI Q2-Customers. Non - confidential replies to question 60 of RFI Q1-Competitors.

[43]  Non-confidential replies to question 54 of RFI Q2-Customers.

[44]  Non-confidential replies to question 61.1 of RFI Q1-Competitors.

[45]  The market would not be affected based on market share in volume: [10-20]% combined, with an increment of [0-5]% for Solvay in 2014.

[46]  Source: Form CO, the market data is based on the HIS Chemical update "Mining Chemicals" and the Parties own data.

[47]  Source: Notifying Party's submission.

[48]  Non-confidential replies to question 59 of RFI Q2-Customers.

[49]  Non-confidential replies to questions 65 and 65.1 of RFI Q1-Competitors.

[50]  Non-confidential replies to question 50 and 50.1 of RFI Q1-Competitors.

[51]  Non-confidential reply to question 51 of RFI Q1-Competitors.

[52]  Non-confidential reply to question 45 of RFI Q2-Customers.

[53]  Case No M.6230 - Solvay/Rhodia, paragraph 33 and following.

[54]  Case No M.6230 - Solvay/Rhodia, paragraph 37.

[55]  Case No M.994 - DuPont/Hitachi (a market for liquid polyimide), Case No M.4737 - Sabic/GE Plastics (a market for PEI),  Case  No  M.7465  -
Arkema/Bostik (polyamide powders).

[56]  Case No M.994 - Dupont/Hitachi (a market for liquid polyimide), paragraph 22.

[57]  Case No M.6561 - Cytec Industries/Umeco, paragraphs 21 to 32.

[58]  Case No M.6561 - Cytec Industries/Umeco, paragraphs 21 to 32.

[59]  Case No M.6561 - Cytec Industries/Umeco, paragraphs 38 and following.

[60]  Case No M.3612 - Henkel/Sovereign, paragraphs 19 and 20.

[61]  Case No M.3612 - Henkel/Sovereign, paragraphs 37 and following.

[62]  Source: Form CO, the figures are based on Solvay's estimates and its own internal commercial assessment.

[63]  At the EEA level, the combined market share of the Parties was [0-5]% in 2014.

[64]  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004  (OJ  C
267, 22.10.2008, p. 1-27).

[65]  Remedies Notice, paragraph 12.

[66]  See elements provided in non-confidential version of the responses to questions 5.1, 6.1, 9.1, 39.1 and 33 of the RFI Q3-Competitors.

[67]  Non-confidential replies to questions 6.1 and 9.1 of RFI-Q3-Competitors. See also its reply to question 33.

[68]  Non-confidential reply of to question 6.1 of RFI Q3-Competitors.

[69]  Non-confidential replies to questions 38 and 39.1 of RFI Q3-Competitors.

[70]  Non-confidential replies to question 8 of RFI Q9-Competitors.

[71]  See elements provided in non-confidential version of the responses to questions 3, 3.1, 4.1, 32.1 and 36 to RFI Q3-Competitors.

[72]  Non-confidential replies to question 3 of RFI Q3-Competitors.

[73]  Non-confidential reply to question 3.1 of RFI Q3-Competitors. See also reply to question 31.

[74]  Non-confidential reply to question 3.1 of RFI Q3-Competitors.

[75]  Non-confidential replies to questions 22 and 36 of RFI Q3-Competitors and question 1 to RFI Q4-Customers.

[76]  Non-confidential replies to questions 23 of RFI Q3-Competitors.

[77]  Non-confidential reply to question 20 of the RFI Q3-Competitors.

[78]  Non-confidential replies to questions 1.1, 10.1 and 12 of RFI Q3-Competitors.

[79]  Non confidential replies to question 12 of RFI Q3-Competitors. On the need for customers to perform new testing, see  replies  to  question
7.1 of RFI Q4-Customers.

[80]  Non-confidential reply to question 15.1 of RFI Q3-Competitors.

[81]  Non confidential replies to question 15.1 of RFI Q3-Competitors.

[82]  Non confidential replies to questions 27 and 28.1 of RFI Q3-Competitors and replies to questions 16, 17 and 18 of RFI Q4-Customers.

[83]  Non confidential replies to questions 2.1, 4.1, 20 and 23 of RFI Q4-Customers.

[84]  See elements provided in non-confidential version of the responses to questions 3, 3.1, 4.1, 32.1 and 36 to RFI Q3-Competitors.

[85]  The only product that is currently manufactured on the Semi-Works Unit and for which the Purchaser cannot benefit from  a  licence  on  the
know-how and IP rights is an intermediary product of Solvay, […], representing only […] tonnes in 2014.

[86]  Source: Form RM.

[87]  CRU The Independent Authority mining/metals/fertilizers, presentation given on the 20 May 2015, "Cobalt: market balance in 2020s?".

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