The decision is conditional on Solvay's divestment of its activities in phosphor-based solvent extraction, used to separate cobalt from nickel.
Cytec manufactures and supplies chemicals for the mining industry and composite materials and adhesives for the aerospace and automotive industries. Solvay manufactures a wide range of chemicals and plastics. The companies' activities are largely complementary and they are generally not active at the same level of the supply chain. However, both parties are present in the business for specialty chemicals for the mining and refining industry.
The Commission's investigation focused on the manufacture and supply of phosphor-based solvent extractants used in the mining and refining industry to separate cobalt from nickel. In this market Solvay sells its product Ionquest 290 and Cytec its product Cyanex 272.
The investigation found that the merger would eliminate a significant competitive force in the market for phosphor-based solvent extractants. Customers in the refining industry worldwide would have very little alternative as existing competitors are small and their products' reputation not as strong as Solvay's and Cytec's. This could ultimately lead to price increases in the market.
To remedy these concerns, Solvay offered to divest its activities in this market, and in particular to:
- divest the "Ionquest" brand and all IP rights related to the Ionquest 290 business
- transfer the technology and provide support for the manufacturing line on which Ionquest 290 is currently produced
- transfer all customer contracts, purchase history and related information since the market entry of Ionquest 290
- provide a transitional toll manufacturing agreement to supply Ionquest 290 until the purchaser has set up its own manufacturing line.
The Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns. The decision is conditional upon full compliance with the commitments.
Companies and products
Solvay, based in Belgium, is a global manufacturer of chemicals and plastics, operating in 52 countries. Solvay employs approximately 26,000 people and generated a turnover of approximately €10 billion in 2014.
Cytec, based in the US, is a global speciality chemicals and materials company, active in composite materials for the aerospace and automotive industries and in mining chemicals. Cytec operates in 11 countries. Cytec employs approximately 4,600 people and generated a turnover of approximately €1.5 billion in 2014.
The transaction was notified on 13 October 2015.
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). This deadline is extended to 35 working days in case remedies are submitted by the Parties, such as in this case.