CELEX: 32019M9435
Language: en
Date: 2019-09-02 00:00:00
Title: Commission Decision of 02/09/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9435 - ADNOC / OCI) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 2.9.2019
                                                                C(2019)6413 final
                                                                                 PUBLIC VERSION
                                                                To the notifying parties
Subject:        Case M.9435 — ADNOC/OCI/JV
                Commission decision pursuant to Article 6(1)(b) of Council Regulation
                                       1
                (EC) No 139/2004 and Article 57 of the Agreement on the European
                                    2
                Economic Area
Dear Sir or Madam,
1.      On 08 August 2019, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which undertakings
        OCI N.V. (“OCI”, Netherlands) and Abu Dhabi National Oil Company (“ADNOC”,
        United Arab Emirates) acquire within the meaning of Article 3(1)(b) and 3(4) of the
        Merger Regulation joint control of a newly created company constituting a joint
        venture (the “JV”). The concentration is accomplished by way of purchase of shares
        and contribution of shares and assets (namely, ADNOC Fertilizers and OCI’s Middle
        East and North Africa natural gas-based fertilizer business).3
2.      The business activities of the undertakings concerned are:
             for OCI: the production and distribution of natural gas-based fertilizers and
              industrial chemicals used for agricultural and industrial purposes,
             for ADNOC: activities throughout the entire hydrocarbon value chain, including
              exploration, production, storage, refining and distribution of oil and gas, as well
              as the development of petrochemical products,
             for the JV: the production of natural gas-based fertilizers in the Middle East and
              North Africa for export and distribution.
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       Publication in the Official Journal of the European Union No C 273, 14.08.2019, p. 6.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 3. After examination of the notification, the European Commission has concluded that
   the notified operation falls within the scope of the Merger Regulation and of
   paragraph 5(c) of the Commission Notice on a simplified procedure for treatment of
   certain concentrations under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, 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)
                                                  Cecilio MADERO VILLAREJO
                                                  Acting Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                              2