CELEX: 32014M7393
Language: en
Date: 2014-11-13 00:00:00
Title: Commission Decision of 13/11/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7393 - ALBEMARLE / ROCKWOOD) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 13.11.2014
C(2014) 8615 final

                                        [pic]

|To the notifying party:                                                |                                                                       |
|                                                                       |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7393 – Albemarle/ Rockwood
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and article 57 of the EEA agreement

1) On 9 October 2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of  the  Merger  Regulation
   by which Albemarle Corporation (Albemarle, US) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of
   Rockwood Holdings, Inc. (Rockwood, US) by way of purchase of securities[2], hereinafter referred to  as  "the  proposed  transaction"  or  the
   "Transaction". Albemarle and Rockwood are designated hereinafter as the "Parties".

       THE PARTIES

2) Albemarle is a global company which develops, manufactures and markets specialty chemicals across a diverse range  of  end  markets  including
   the petroleum refining, consumer electronics, plastics/packaging, construction, automotive, lubricants, pharmaceuticals, crop protection, food
   safety and custom chemistry services markets. Albemarle is headquartered in Baton Rouge, Louisiana in the United States, and listed on the New
   York Stock Exchange.

3) Rockwood is a global company which develops, manufactures and markets specialty chemicals, in particular lithium and  lithium  compounds,  and
   surface treatment  technologies  and  solutions,  such  as  corrosion  protection/prevention  oils  and  maintenance  chemicals.  Rockwood  is
   headquartered in Princeton, New Jersey in the United States and listed on the New York Stock Exchange. In 2014, Huntsman Corporation  acquired
   Rockwood's performance additives and titanium dioxide pigments businesses.[3]

       THE OPERATION

4) On 15 July 2014, Albemarle and Rockwood signed an Agreement and Plan of Merger under which Albemarle will acquire sole  control  of  Rockwood.
   Albemarle Holdings Corporation, a wholly-owned subsidiary of Albemarle, will enter into a full merger with Rockwood, the remaining corporation
   following the merger (but still a subsidiary of Albemarle). Each outstanding share of Rockwood's share capital will be exchanged for cash  and
   0.4803 of an Albemarle share. As a result  of  this  share  exchange,  post-transactions  the  existing  Albemarle  and  the  former  Rockwood
   shareholders (which will become Albemarle shareholders) will own respectively 70% and 30% of Albemarle.

5) Therefore the proposed transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 2 500  million  (Albemarle:  approximately  EUR  2.0
   billion, Rockwood: approximately EUR 1.0 billion)[4]. Each of them has a EU-wide turnover in excess of EUR 100 million  (Albemarle:  EUR  […],
   Rockwood: EUR […]).

7) In each of at least three Member States ([…]), the combined aggregate turnover of all the undertakings concerned is more than EUR 100  million
   (in […], Albemarle: EUR […], Rockwood: EUR […]; in […], Albemarle: EUR […….], Rockwood: EUR […]; in […], Albemarle:  EUR  […],  Rockwood:  EUR
   […]). In each of these countries each of them has a turnover in excess of EUR 25 million.

8) The notified operation therefore has an EU dimension within the meaning of Article 1(3) of the Merger Regulation.

       ASSESSMENT

9) Albemarle and Rockwood have essentially complementary product portfolios with limited overlaps. Specifically, the Transaction  gives  rise  to
   one horizontal overlap in specialty chemical catalysts, within the chemical family of magnesium-based organometallics.

10) In addition, a number of vertical relationships arise as a result of the Transaction. These overlaps relate to different specialty  chemicals
   that one Party produces and the other uses as input in the production of a variety of other chemicals:

         • Albemarle produces hydrogen bromide (HBr), while Rockwood uses HBr to produce lithium bromide and caesium bromide;

         • Albemarle produces potassium hydroxide (KOH), while Rockwood uses KOH to produce various types of cleaners (such as cleaners  for  the
           removal of phosphate layers regarding cold forming, for coil applications or used prior to metal pre-treatment);

         • Rockwood produces butyllithium, while butyllithium is an input of Albemarle's  production  of  different  types  of  brominated  flame
           retardants; and

         • Rockwood produces various types of Grignard reagents,  while  Albemarle  uses  similar  Grignard  reagents  to  produce  among  others
           organoboron co-catalysts and pharmaceutical chemicals.

1 Horizontal effects

11) Organometallic specialties[5] are commonly used as catalysts  or  co-catalysts[6]  in  a  broad  range  of  applications,  including  in  the
   production of polymers (in particular polypropylene and polyethylene) or synthetic elastomers.

12) The Parties produce organometallics based on different types of metal bases:   aluminium-,  magnesium-  and  zinc-based  organometallics  for
   Albemarle and lithium- and magnesium-based for Rockwood. The only overlap therefore arises in  relation  to  magnesium-based  organometallics.
   Within magnesium-based organometallics, both Parties are active in a product category called magnesium dialkyls. However, each Party  produces
   different magnesium dialkyls: Albemarle produces n-butylethylmagnesium ("BEM") and Rockwood produces dibutylmagnesium ("DBM").

1 Product market definition

13) This is the first time that the Commission has been called upon to analyse the markets for organometallics.

1 Organometallics

14) Organometallic families based on  different  materials  generally  have  different  chemical  properties  and  are  used  in  different  end-
   applications. However, some organometallics of different families can be used to produce similar downstream products. These  are  (i)  lithium
   vs. aluminium-based organometallics used in the production of diene-based elastomers; (ii) magnesium  vs.  aluminium  vs.  lithium  alkylating
   agents in pharmaceutical applications; and (iii) magnesium vs. lithium metallating agents in pharmaceutical and/or agrochemical  applications.
   Notwithstanding the similarities between the downstream products that can be produced using the  organometallic  families  listed  above,  the
   Notifying Party considers that organometallic families based on different materials are not  substitutable  from  a  demand-side  perspective.
   According to the Notifying Party, the reason for this is that even within an application where different organometallics can be used, the  use
   of a different organometallic will result in an end product with different  properties.  Consequently,  customer  bases  and  applications  of
   various organometallics are different.

15) From a supply-side perspective, the Notifying Party considers that there is no substitutability between  different  organometallics,  because
   the manufacturing processes, technical and safety requirements, know-how and skills required  to  produce  specialty  chemicals  incorporating
   diverse metal bases are different.

16) The results of the market investigation generally support the Notifying Party's view and indicate that  organometallics  based  on  different
   metal bases are overall not substitutable. More specifically, from a demand-side perspective, this is mainly because a change in the  type  of
   organometallics used would imply a different chemical process.[7] Some customers, in particular manufacturers of pharmaceutical chemicals  and
   of certain agricultural chemicals, also indicate that they  cannot  easily  switch  from  one  specific  chemical  to  another  because  their
   manufacturing process was approved by regulatory authorities on the basis of a specific route of synthesis.[8]

17) From a supply-side perspective, manufacturers who responded to the market investigation indicated that  they  often  produce  organometallics
   based on various types of metal bases.[9] Nevertheless, in view of the large range of products comprised under organometallic  chemicals,  the
   equipment and manufacturing process used for the production of various types of organometallics is generally  different  and  the  ability  of
   manufacturers to switch from one type of organometallic to another is overall limited.[10]

2 Magnesium dialkyls

18) With regard to magnesium-based organometallics, i.e. the family in relation to which Albemarle and Rockwood overlap,  a  further  distinction
   can be made between two functional product groups (i.e. chemicals undergoing similar chemical reactions):  (i)  magnesium  dialkyls  and  (ii)
   Grignard reagents. Magnesium dialkyls are primarily used in the production of Ziegler-Natta catalyst systems for  polyolefins  and  elastomers
   (i.e. for polymerisation), and can also be employed as alkylating agents in organic synthesis. Unlike magnesium  dialkyls,  Grignard  reagents
   are not used for polymerisation applications, but in organic synthesis primarily in pharmaceutical applications, as well as  agrochemical  and
   electronic applications.

19) Whilst both Parties are active in the manufacture and supply of magnesium dialkyls, only Rockwood is active in the manufacture and supply  of
   Grignards. Therefore, for the purposes of analysing the horizontal effects of the proposed transaction, the following paragraphs focus on  the
   magnesium dialkyls functional group only.

20)  Within  the  functional  group  of  magnesium  dialkyls  there  are  a  number  of  individual  chemical  products.  Albemarle  produces  n-
   butylethylmagnesium ("BEM") while Rockwood produces dibutylmagnesium ("DBM"). The  Notifying  Party  considers  that  BEM  and  DBM  are  poor
   substitutes for one another from a demand-side perspective. DBM is generally chosen over BEM to achieve certain  highly  specialised  purposes
   such as specific polymer particle geometry, particle size or polymer molecular weight distribution, which only DBM  can  perform  due  to  its
   particular characteristics. BEM is cheaper and due to its higher magnesium content it can be used in smaller quantities to  achieve  the  same
   magnesium content in a catalyst.

21) The Notifying Party also considers that there is limited supply-side substitutability between the magnesium dialkyls produced by  each  Party
   (BEM and DBM) due to differences in the manufacturing process and the equipment used. Regarding the manufacturing  process,  BEM  requires  an
   additive reducing viscosity, such as aluminium alkyls, which makes the product unsuitable for certain applications. While  the  production  of
   both DBM and BEM requires the same main production equipment, the primary reactor, the Notifying Party indicates that the auxiliary  equipment
   for purification, product isolation and raw material handling is different.

22) The results of the market investigation generally supported the Notifying Party’s view as  regards  further  segmentation  of  a  market  for
   magnesium dialkyls into BEM and DBM.

23) Most customers of magnesium dialkyls who responded to the Commission's market investigation considered that there are no  applications  where
   BEM and DBM are substitutable.[11] First, from a demand-side perspective, most respondents used only  BEM  or  only  DBM  for  their  chemical
   process. Second, even though some customers acknowledged a degree of substitutability during their product development phase, they  emphasized
   that once the production process is approved, switching would require time, qualification efforts and research and development efforts,  which
   significantly limit the substitutability between them.[12] Third, one customer that does purchase both products responded that the  reactivity
   of both products in the chemical process is different for each product, and therefore they  cannot  be  used  interchangeably,  while  another
   confirmed the existence of a significant price difference between the two products.[13] This lack of substitutability on the  demand-side  was
   also confirmed by one of the manufacturers that responded to the market investigation.[14]

24) From a supply side perspective, the results of the market investigation indicated that generally a company which produces one  of  these  two
   magnesium dialkyls would not be able to adapt timely and at reasonable cost its manufacturing process in order to switch its  production  from
   BEM to DBM and vice versa.[15]

3 Conclusion

25) In any event, for the purposes of the present decision, it is not necessary to conclude  on  the  exact  scope  of  the  product  market  for
   organometallics because even adopting the narrowest definition of the market on which there would be a horizontal overlap between the Parties'
   activities (i.e. a market for magnesium dialkyls) the proposed transaction does not give rise to serious doubts as to its  compatibility  with
   the internal market.

2 Geographic market definition

1 Organometallics

26) The Commission has previously considered that the relevant geographic market for some specialty chemicals is at least  EEA-wide  and  may  be
   global by virtue of low transport costs. The Commission has also taken a similar approach in respect of bulk chemicals by reason of  the  fact
   that manufacturers are active worldwide and typically ship their products across the world from  centralised  production  facilities.[16]  The
   Notifying Party submits that the same reasoning should also apply with respect to organometallics.

27) A large majority of respondents to the market investigation indicated that they either purchase organometallics  from  manufacturers  located
   in the EEA or their purchasing pattern depends on the organometallics product concerned.[17] In view of the  variety  of  products  considered
   under organometallics, some of these chemicals face limitations to transportation, in particular  technical  hurdles.  For  instance,  several
   customers responded that the temperature sensitivity of some organometallics implies special treatment such as the  need  for  a  refrigerated
   storage or a short shelf life which limits the length of distribution. Other products are classified as hazardous products and are not  easily
   transportable, require expensive, specialised containers, or face restrictions for shipping over sea.[18]  In  addition,  although  prices  of
   certain organometallics tend to be globally homogeneous, prices for other organometallics vary significantly between different  world  regions
   (such as EEA, USA or Asia) and can be impacted by the transport cost.[19] Transport costs usually vary from 5%  to  20%  of  the  final  price
   depending on the product.[20]

28) In any event, the questions whether the market for organometallics and its respective sub-segments is national, regional, EEA-wide  or  wider
   can be left open since the proposed transaction does not give rise to serious doubts as to its compatibility with the  internal  market  under
   any alternative geographic market definitions.

2 Magnesium dialkyls

29) With respect to magnesium dialkyls, the Notifying party considers that the relevant geographic market is global or at least EEA-wide  because
   the pricing of magnesium dialkyls is global and freight costs are low accounting for approximately 1-5% of  the  product  price  depending  on
   destination. In addition, the Notifying Party submits that there are  substantial  trade  flows  across  the  regions,  with  the  same  major
   competitors being active at a global level and the same products being used worldwide. The Notifying Party  gives  the  example  that  BEM  is
   transported from Albemarle's production facility in Pasadena, Texas to customers in the EEA and worldwide in  special  portable  tanks.  These
   tanks can be loaded into shipping containers for transport by sea[21] and transferred onto trucks on land.

30) From a demand-side perspective, the market investigation indicated that customers buy a large part of their needs of magnesium  dialkyls  for
   their European activities in the EEA (often 100%, and all respondents more than 60%).[22] Despite these purchasing  patterns,  respondents  to
   the market investigation also indicate that there are few barriers to transportation of these products, neither technical, regulatory, nor any
   other trade limitation.[23]

31) As to the supply side, although some competitors also sell part of their magnesium dialkyls  production  globally,[24]  they  provided  mixed
   replies as regards the ease with which magnesium dialkyls, and in particular BEM and DBM, could be transported.[25]

32) In light of the above, and on the basis of the information available, the Commission considers that the market  for  magnesium  dialkyls  and
   its respective sub-segments is likely to be at least EEA-wide in scope. However, for the purposes of the present decision, it is not necessary
   to conclude on the exact scope of the geographic market, as the proposed  transaction  does  not  give  rise  to  serious  doubts  as  to  its
   compatibility with the internal market under any alternative geographic market definition.

3 Competitive assessment

33) Within the overall market for magnesium-based organometallics, the proposed transaction would result in a combined market share  of  [30-40]%
   in value and [20-30]% in volume in the EEA, and [20-30]% in value and [10-20]% in volume worldwide in 2013, thereby giving  rise  to  affected
   markets at both the global and EEA level.

Table 1 - Magnesium-based organometallics[26]: global market shares

|Market shares  |2011                                   |2012                                   |2013                                   |
|               |Value (€m)                             |(%)                                    |Volume (MT)                            |
|               |Value (€m)                            |(%)                                   |Volume (MT)                           |
|               |Value (€m)                            |(%)                                   |Volume (MT)                           |
|                    |Value (€m)                      |(%)                         |
|Albemarle           |[North America]                 |[…]                         |
|                    |[Western Asia]                  |[…]                         |
|                    |[EEA]                           |[…]                         |
|Tosoh               |Japan                           |Yamaguchi Prefecture        |
|Chemtura            |USA                             |El Dorado, Arkansas         |
|ICL                 |Israel                          |Sodom                       |
|                    |The Netherlands                 |Terneuzen                   |

Source: Form CO

34) On the basis of the information available to it, the Commission considers that the market for HBr is  likely  to  be  at  least  EEA-wide  in
   scope. However, for the purposes of the present decision, it is not necessary to conclude on the exact scope of the geographic market, as  the
   proposed transaction does not give rise to serious doubts as to its compatibility with the internal market under  any  alternative  geographic
   market definition.

 i. Downstream markets for lithium bromide and caesium bromide,

35) Regarding lithium bromide, the Notifying Party considers that the market is global. It argues that it is sold to customers around  the  world
   from manufacturing sites worldwide, suppliers are active globally and pricing is similar globally.

36) In respect of caesium bromide, the Notifying Party considers the relevant geographic market is likely to be global on the basis that […]  out
   of Rockwood's […] customers are based in [Asia], and caesium bromide is manufactured by Rockwood in Langelsheim, Germany. In  any  event,  the
   geographic market definition makes no difference to the competitive assessment as Rockwood is  the  only  known  supplier  regardless  of  the
   geographic market definition used.

37) In any event, for the purposes of the present decision, it is not necessary to conclude on the exact scope of the geographic  market  as  the
   proposed transaction does not give rise to serious doubts as to its compatibility with the internal market under  any  alternative  geographic
   market definitions, .

1 Competitive assessment

38) On the upstream HBr market Albemarle holds a market share of [30-40]% in the EEA and [10-20]% worldwide. It  has  production  facilities  in
    [North America], [Western Asia] and [EEA]. Other competitors are active in the market both at the EEA and worldwide  levels,  including  ICL
    ([40-50]% in the EEA, [20-30]% worldwide) which has manufacturing facilities in Europe (the Netherlands) and in Israel, and  Chemtura  ([20-
    30]% in the EEA, [5-10]% worldwide) which exports its HBr production from the US. The market shares on  a  market  defined  as  aqueous  HBr
    differ only very slightly. This is because the supply of gaseous HBr and HBr in acetic acid is extremely small, together  representing  only
    approximately [0-5]% of the total EEA and [0-5]% of the total global merchant supply of HBr.

Table 6 - "All HBr" (i.e. including aqueous, gaseous and acetic HBr): global market shares

|Market share  |2011                                 |2012                                 |2013                                 |
|              |Value (€m)                           |(%)                                  |Volume (MT)                          |
|              |Value (€m)                           |(%)                                  |Volume (MT)                          |
|              |Value (€m)                           |(%)                                  |Volume (MT)                          |
|              |Value (€m)                           |(%)                                  |Volume (MT)                          |
|              |Value (€m)                           |(%)                                  |Volume (MT)                          |
|                                            |Value (€m)                                   |(%)                                    |
|Rockwood                                    |USA                                          |New Johnsonville                       |
|                                            |Germany                                      |Langelsheim                            |
|                                            |Taiwan                                       |Taichung                               |
|FMC                                         |China                                        |Zhangjiagang                           |
|                                            |India                                        |Hyderabad                              |
|                                            |USA                                          |Bessemer City, North Carolina          |
|                                            |UK                                           |Liverpool                              |
|Ganfeng                                     |China                                        |Xinyu, Jiangxi                         |

 Source: Form CO

39) In light of the above, and on the basis of the information available to it, the Commission considers that  the  market  for  butyllithium  is
   likely to be regional, and at most EEA-wide, in scope. In any event, for the purposes of the present decision, it is not necessary to conclude
   on the exact scope of the geographic market as the proposed transaction does not give rise to serious doubts as to its compatibility with  the
   internal market under any alternative geographic market definitions.

 i. Flame retardants

40) The Notifying Party considers that the relevant geographic market is global due to substantial trade flows and the fact that  almost  all  of
   the EEA demand for flame retardants is met by imports.

41) The results of the market investigation indicated that: customers often purchase a significant part of their flame retardants outside of  the
   EEA;[60] transport cost is relatively low compared to the final price of the product;[61] prices in the  EEA  are  rather  homogeneous,  while
   there are price differences across continents;[62] and although some flame retardants can  be  hazardous,  there  are  generally  no  specific
   technical characteristics or other limitations restricting the transportation of flame retardants, especially for  flame  retardants  used  in
   thermoplastics applications.[63]

42) In light of the above, and on the basis of the information available to it, the Commission considers that the market for flame retardants  is
   likely to be at least EEA-wide in scope. However, for the purposes of the present decision, it is not necessary to conclude on the exact scope
   of the geographic market, as the proposed transaction does not give rise to serious doubts as to its compatibility with  the  internal  market
   under any alternative geographic market definition.

2 Competitive assessment

43) On the upstream market for butyllithium, Rockwood has a market share of  [70-80]%  in  the  EEA  and  [50-60]%  worldwide  in  2013.  It  has
   production facilities in the US, Germany and Taiwan. The two main other producers are FMC which has production facilities in Europe (UK),  but
   also China, India and in the US, and Ganfeng located in China.

44) On the downstream markets for flame retardants, Albemarle reaches a market share of around [50-60]% in the segment for flame retardants  used
   in high temperature polyamides both worldwide and in the EEA.

 Table 13Error! No sequence specified. - "All butyllithium": global market shares

|Market share  |2011                                |2012                                |2013                                |
|              |Value (€m)                          |(%)                                 |Volume (MT)                         |
|              |Value (€m)                          |(%)                                 |Volume (MT)                         |
|              |Value (€m)                          |(%)                                 |Volume (MT)                         |
|                           |Value (€m)                          |(%)                                 |Volume (MT)                         |
|                           |Value (€m)                          |(%)                                 |Volume (MT)                         |
|                          |Value (€m)                          |(%)                                 |Volume (MT)                         |
|              |Value (€m)                          |(%)                                 |Volume (MT)                         |
|              |Value (€m)                          |(%)                                 |Volume (MT)                         |

   |Value (€m) |(%) |Volume (MT) |(%) |Value (€m) |(%) |Volume (MT) |(%) |Value (€m) |(%) |Volume (MT) |(%) | |Rockwood |[…] |[20-30] |[…] |[10-
  20] |[…] |[30-40] |[…] |[20-30] |[…] |[30-40] |[…] |[20-30] | |Pentagon |[…] |[50-60] |[…] |[50-60] |[…] |[50-60] |[…] |[50-60] |[…] |[50-60]
   |[…] |[50-60] | |Others |[…] |[20-30] |[…] |[20-30] |[…] |[10-20] |[…] |[20-30] |[…] |[10-20] |[…] |[20-30] | |Estimate of total market |[…]
|100 |[…] |100 |[…] |100 |[…] |100 |[…] |100 |[…] |100 | |Source: Form CO

45) Furthermore, Albemarle does not purchase Grignard reagents in […] and has limited purchases of  Grignard  reagents  in  other  regions.  [The
   large majority] of Grignard reagents Albemarle purchases are used for its organoboron co-catalyst production. However, in 2015  Albemarle  […]
   and therefore its purchase of Grignard reagents for the production of […] will be […] within the next 12 months. In  addition,  the  remaining
   output produced by Albemarle with Grignard reagents ([…]) represent [a small part] of its Grignard reagents.

46) Although customers cannot necessarily switch suppliers easily because of qualification requirements, due to the low volumes of Grignard  used
   by Albemarle, post-transaction, the merged entity would not have the  incentives  to  foreclose  competitors  on  the  downstream  market.  In
   addition, Albemarle currently does not purchase Grignard reagents in the EEA.

47) Lastly, due to the moderate market share of Rockwood on the upstream market, it would not be able to enter into  input  foreclosure  strategy
   by limiting access to Grignard reagents of Albemarle competitors on the downstream market.

48) In light of the above, and on the basis of the evidence available to it, the Commission considers that the Parties do not  have  the  ability
   or incentive to engage in input foreclosure of their downstream competitors as a result of the proposed transaction. Therefore, the Commission
   considers that the proposed transaction does not give rise to serious doubts as to its compatibility with the internal market due to  vertical
   relationships in respect of Grignard reagents as inputs for organoboron co-catalysts or pharmaceutical chemicals.

4 Conglomerate effects

49) Some respondents to the market investigation raised potential conglomerate effects that could arise from the proposed transaction due to  the
   strong market positions that Albemarle and Rockwood hold in different markets.

50) One customer indicated that the addition of DBM to the portfolio of Albemarle would lead to increased  negotiating  power.[96]  Nevertheless,
   customers usually do not purchase the two products together since they use either one or  the  other  in  their  applications.  Therefore  any
   bundling strategy appears unlikely. Second, customers have at least two strong alternatives to each of Rockwood's and  Albemarle's  respective
   products: for BEM, there are Akzo Nobel and Chemtura, and for DBM, there are Akzo Nobel and FMC. The latter exports the majority of its DBM to
   Europe.[97] Third, Akzo Nobel also manufactures both products DBM and BEM and would be able to exert competitive constraints over  the  merged
   entity.[98]

51) In addition, one competitor considered that the merged entity could limit access to some customers by selling  Grignard  reagents  at  a  low
   price with other chemicals at a higher price and therefore harm its ability to compete.[99] However, such a bundling strategy appears unlikely
   since customers do not necessarily purchase several chemicals from the same provider.

52) In light of the above, and on the basis of the evidence available to it, the Commission considers that  the  proposed  transaction  does  not
   give rise to serious doubts as to its compatibility with the internal market with regard to any potential conglomerate effects.

       CONCLUSION

53) For the above reasons, the European Commission has decided not to oppose the notified  operation  and  to  declare  it  compatible  with  the
   internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57
   of the EEA Agreement.

                                             For the Commission
                                             (signed)
                                             Margrethe VESTAGER
                                             Member of the Commission

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

[2]   Publication in the Official Journal of the European Union No C 368, 17 October 2014, p. 16.

[3]   The transaction was examined by the Commission under the case COMP/M.7061 Huntsman Corporation/Equity interests held by Rockwood Holdings.

[4]   Turnover calculated in accordance with Article 5 of the Merger Regulation.

[5]   Organometallic specialties are chemical compounds which contain at least one bond between a carbon  atom  of  an  organic  compound  and  a
metal. The metal is typically lithium, magnesium, aluminium or  zinc,  although  transitional  metals,  lanthanides,  actinides,  semimetals  and
elements such as boron, silicon, arsenic and selenium can also be used.

[6]   A catalyst is a chemical substance which initiates, accelerates or selectively directs a chemical reaction without being  consumed.  A  co-
catalyst is either of a pair of cooperative catalysts that improve each other’s catalytic activity.

[7]   Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 7 and 7.2.

[8]   Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 7.2 and 13.1.

[9]   Replies to Questionnaire Q2 – Competitors, Questions 3 and 7.

[10]  Replies to Questionnaire Q2 – Competitors, Questions 5 and 6.

[11]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 9 and 58.

[12]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 9.

[13]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 9.

[14]  Reply to Questionnaire Q2 – Competitors, Question 11.

[15]  Replies to Questionnaire Q2 – Competitors, Questions 9, 9.1, 10 and 10.1.

[16]   See,  for  example,  M.  5424,  Dow/Rohm  and  Haas,  decision  of  8  January   2009,   paragraph   210   on   biocides,   M.3344,   Bain
Capital/Interfer/Brenntag, decision of 21 January 2004, paragraphs 13 to 16 on bulk chemical business.

[17]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 22.

[18]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question  22.2;  reply  to  Questionnaire  Q1  –  Competitors
(downstream markets) and customers, Question 33; reply to Questionnaire Q1  –  Competitors  (downstream  markets)  and  customers,  Question  38;
replies to Questionnaire Q2 – Competitors, Questions 23 and 23.1.

[19]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 22.

[20]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 23;  replies  to  Questionnaire  Q2  –  Competitors,
Question 24.1.

[21]  In compliance with regulations of the International Maritime Dangerous Goods ("IMDG") code. Some large tanks have a frame around  them  and
can be loaded as a container (isotanks).

[22]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 23.1.

[23]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 28 and 28.1.

[24]  Replies to Questionnaire Q2 – Competitors, Questions 26 and 28.

[25]  Replies to Questionnaire Q2 – Competitors, Questions 29 and 29.1.

[26]  Comprising magnesium dialkyls and Grignards.

[27]  Comprising magnesium dialkyls and Grignards.

[28]  Replies to Questionnaire Q1 – Competitors (downstream markets)  and  customers,  Questions  56  and  57;  replies  to  Questionnaire  Q2  –
Competitors, Questions 46 and 47.

[29]  HBr can also be sold in an acetic acid solution. According to the Parties, demand for this product in Europe is extremely small (less  than
[0-5]% of global HBr merchant supply) and is primarily used to produce agricultural chemicals.

[30]  Case COMP/ M.4141 - Linde/BOC,  paragraphs 20 to 23, case COMP  M.1641-Linde/AGA, paragraphs 14 to 21, case COMP/M.1630 - Air  Liquide/BOC,
      paragraphs 12 to 19; and case COMP/ M.3314 - Air Liquide/Messer, paragraphs 14 to 16.

[31]  Replies to Questionnaire Q2 – Competitors, Questions 17, 17.1 and 18.

[32]  COMP case M/4141 - Linde/BOC, paras  80-81.

[33]  Including, amongst others, Shandong Tianyi Chemicals Co. Ltd, Weifang Weisenge Chemicals Co. Ltd., Shandong Brother  Science  &  Technology
Co. Ltd. and Shandong Haihua Group.

[34]  Including, amongst others, Solaris ChemTech Industries Limited and Agrocel Industries Limited.

[35]  Including, amongst others, Shandong Tianyi Chemicals Co. Ltd, Weifang Weisenge Chemicals Co. Ltd., Shandong Brother  Science  &  Technology
Co. Ltd. and Shandong Haihua Group.

[36]  Including, amongst others, Solaris ChemTech Industries Limited and Agrocel Industries Limited.

[37] [pic]!+.23>ABCDEFGHIJabcdef~€?‚’íæßØæØÑØÊ¹Ê²Ê¹Ê«ß ™ ˆ} vlev[vRhm     h==Ñ@ˆýÿ

* |hm hKA¥6?

hm    hŸ0±  Asian (predominantly Chinese and Indian players, including Neogen and Shuangliang) and FMC.

[38]  Asian (predominantly Chinese and Indian players, including Neogen and Shuangliang) and FMC.

[39]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 62.

[40]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 60 and 62.1.

[41]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 62.1.

[42]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 60.

[43]  Replies to Questionnaire Q2 – Competitors, Question 62.1.

[44]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 81.

[45]  Replies to Questionnaire Q2 – Competitors, Questions 52, 53 and 53.1.

[46]  Albemarle, reply to request for information (RFI) dated 17 October 2014.

[47]  Polyamides are more commonly known as nylons.

[48]  Case M.5406- IPIC/MAN Ferrostaal AG, paragraph 9, Case M.1663- Alcan, paragraph 11.

[49]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 17.

[50]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 18 and 18.1. submission of a competitor,  reply  to
Questionnaire Q1 – Competitors (downstream markets) and customers.

[51]  Replies to Questionnaire Q1 – Competitors (downstream  markets)  and  customers,  Questions  16;  submission  of  a  competitor,  reply  to
Questionnaire Q1 – Competitors (downstream markets) and customers.

[52]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions  36;  reply  to  Questionnaire  Q2  –  Competitors,
Question 40.

[53]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 34.

[54]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 37.1.

[55]  Reply to Questionnaire Q2 – Competitors, Question 38.

[56]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 38.

[57]  Replies to Questionnaire Q2 – Competitors, Question 42.1.

[58]  Reply to Questionnaire Q2 – Competitors, Question 41.

[59]  Reply to Questionnaire Q2 – Competitors, Question 42.

[60]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 43 and 44.1.

[61]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 46.1.

[62]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 46.

[63]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 43 and 44.1.

[64]  Rockwood understands that demand in China is for n-buytllithium. As such, although Chinese producers or Ganfeng  could  produce  the  other
types of butyllithium, these estimates assume that their 2011, 2012 and 2013 production was all n-butyllithium.

[65]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 68.

[66]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 5 and 13.1.

[67]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 68.

[68]  Reply to Questionnaire Q2 – Competitors, Questions 15.1 and Question 37.

[69]  Reply to Questionnaire Q2 – Competitors, Question 16.

[70]  Replies to Questionnaire Q2 – Competitors, Questions 57 and 57.1.

[71]  Replies to Questionnaire Q2 – Competitors, Question 56.

[72]  Replies to Questionnaire Q2 – Competitors, Question 57.2.

[73]  Form CO, Annex 7.

[74]  Calculations based on Form CO, Annex 7; Replies to Questionnaire Q2 – Competitors, Question 56.

[75]  Albemarle has provided market shares split by its […] products which compete in this application - [product  name]  (which  contains  Butyl
lithium) and [product name] (which does not contain Butyl lithium).

[76]  Albemarle has provided market shares split by its […] products which compete in this application - [product  name]  (which  contains  Butyl
lithium) and [product name] (which does not contain Butyl lithium).

[77]  The figure for [product name] above actually includes [product names] (i.e.  […]  Albemarle's  brominated  flame  retardants  serving  this
application which contain butyllithium.

[78]  Albemarle has provided market shares split by its […] products  which  compete  in  this  application  –  [product  name]  (which  contains
butyllithium) and [product name] (which does not contain butyllithium).

[79]  The figure for [product name] above actually includes [product names] (i.e.  […]  Albemarle's  brominated  flame  retardants  serving  this
application which contain butyllithium.

[80]  [Product name].

[81]  Chemtura and other Asian suppliers.

[82]  Including, but not limited to, Woojin Chemical Co. Ltd., Kaimei Chemical Science and  Technology  (Nantong)  Co.,  Ltd.,  Sakamoto  Yakuhin
Kogyo Co., Ltd. and DIC Corporation.

[83]  [Product name].

[84]  Including, but not limited to, Woojin Chemical Co. Ltd., Kaimei Chemical Science and  Technology  (Nantong)  Co.,  Ltd.,  Sakamoto  Yakuhin
Kogyo Co., Ltd. and DIC Corporation.

[85]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 16, 79, 79.1 and 82.1.

[86]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 16 and 64.

[87]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 12.

[88]  Replies to Questionnaire Q2 – Competitors, Questions 12 and 14.

[89]  Reply to Questionnaire Q2 – Competitors, Question 14.1.

[90]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Questions 29 and 31.

[91]  Replies to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 33.

[92]  Reply to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 33.

[93]  Reply to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 33.

[94]  Replies to Questionnaire Q2 – Competitors, Question 34.

[95]  Replies to Questionnaire Q2 – Competitors, Question 35.

[96]  Reply to Questionnaire Q1 – Competitors (downstream markets) and customers, Question 53.
[97]  Reply to Questionnaire Q2 – Competitors, Question 25.
[98]  Reply to Questionnaire Q2 – Competitors, Question 9.
[99]  Reply to Questionnaire Q2 – Competitors, Question 43.1.

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