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Brussels, 29 April 2014
Mergers: Commission approves acquisition of chemical company DuPont's GLSV business by rival Kuraray, subject to conditions
The European Commission has cleared under the EU Merger Regulation the proposed acquisition of DuPont's Glass Laminating Solutions/Vinyls (GLSV) business (USA) by Kuraray of Japan. The clearance is conditional upon the divestment of GLSV's PVB film production facility in Uentrop (Germany), where the merged entity would have otherwise faced insufficient competitive constraint from the only one remaining player, leading to higher prices. Both parties to the transaction are active in the manufacture and supply of the following products which are part of one vertical chain: Vinyl Acetate Monomer (VAM), Polyvinyl Alcohol (PVA), Polyvinyl Butyral (PVB) resin and PVB film. The main impact of the transaction is in PVB film, which is used as an interlayer in the manufacture of laminated safety glass in the architectural and automotive industries. PVB film ensures that when the glass breaks the fragments remain stuck to the film in between.
Following the market investigation, the Commission was concerned that the merged entity would face insufficient competitive constraint for the supply of PVB film for architectural applications in the European Economic area (EEA). Indeed, the transaction, as initially notified, would have reduced the number of relevant competitors from three to two (namely the merged entity and Eastman), leading to higher prices.
In order to address the Commission's concerns, Kuraray offered to divest GLSV's main PVB film production facility in the EEA, located in Uentrop, in northwest Germany, where most of the PVB film for architectural applications sold in the EEA is produced.
In view of the proposed commitments, the Commission concluded that the transaction, as modified, would raise no competition concerns. This decision is conditional upon full compliance with the commitments.
The transaction was notified to the Commission on 6 March 2014.
Companies and products
Kuraray is a manufacturer of specialty chemicals, fibres and other materials, incorporated in Japan and listed on the Tokyo Stock Exchange. Kuraray's main products are functional resins and film (used to produce adhesives, LCD screens, interlayers for laminated safety glass, or food packaging), synthetic isoprene chemical products, synthetic leather, vinylon fibre (a substitute for asbestos), and polyester fibre.
DuPont is a science and technology company incorporated in Delaware, USA, and listed on the New York Stock Exchange. DuPont is engaged in research, development and production of a variety of chemical products, plastics, paints, agrochemicals, seeds, nutritional ingredients and other materials.
DuPont's GLSV business comprises assets relating to the manufacture and sale of VAM, PVA, PVB resin and PVB film, all forming part of the same vertically-integrated value chain, and DuPont's trademarked interlayer product, Sentryglas.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).