European Commission greenlights INEOS/Solvay PVC joint venture
Tom Brown
08-May-2014
LONDON (ICIS)–The
European Commission on Thursday agreed to a joint venture
between Switzerland-headquartered INEOS and Belgium’s
Solvay, contingent on certain divestments, which will see the
creation of Europe’s largest polyvinyl chloride (PVC)
producer.
The two companies have received approval to fold their
chlorvinyls assets into a 50:50 joint venture to respond to
challenging European market conditions and intensifying
international competition.
Representing the combination of the top two players in the
European PVC market, the Commission had expressed concerns
about the impact of the joint venture on sector plurality,
but the latest portfolio of divestments the companies have
offered up presents a solution to the issue, according to
competition regulators.
The companies offered an augmented asset disposal plan in March,
comprising the divestment of S-PVC plants in Beek, the
Netherlands, Mazingarbe, France and Wilhelmshaven, Germany,
along with upstream chlorine and ethylenedichloride (EDC)
assets in Tessenderlo, Belgium, and Runcorn, UK.
INEOS had held sufficient power in the northwest European
suspension PVC (S-PVC) market to manipulate prices to an
extent, the Commission said, while the merged entities as
they currently stand would control 60% of the Benelux bleach
market, with its only significant competitor being the
Netherlands’ AkzoNobel.
“The Commission had concerns that the transaction, as originally notified, would have enabled the merged entity to raise prices for S-PVC in North West Europe and for sodium hypochlorite [bleach] in the Benelux, since it combined the two largest suppliers in these markets. The commitments offered address these concerns,” the Commission’s competition authority said.
The combined INEOS/Solvay chlorvinyls producer and the
purchaser of the divested assets will also enter into a joint
venture agreement for the production of chlorine at Runcorn,
the Commission said. INEOS and Solvay have agreed not to
close the merger until a buyer has been found for the
assets and a binding sales agreement signed.
A purchaser of the divested assets would be taking possession
of a fully-integrated S-PVC production operation, according
to European regulators.
“The divestment will provide the purchaser with a fully
integrated self-standing S-PVC business,” the Commission
said, adding that a set of purchaser criteria will be set out
to ensure the operations go to a player with the capacity to
run the operations as a competitive force.
“PVC is an important raw material used in the
construction sector and in many other industries. The
proposed commitments will ensure that the transaction will
not result in higher prices to the detriment of businesses
and consumers in Europe,” said Commission vice president in
charge of competition policy Joaquin Almunia.
Announced in May 2013, the letter of intent
between the prospective joint venture partners
includes an exit clause where INEOS would
acquire Solvay’s 50% stake in the venture for
five and a half times its mid-cycle recurring earnings before
interest, taxes, depreciation and amortisation (REBITDA).
The option, which would have to be exercised between four and
six years from the formation of the venture, would leave
INEOS as the sole owner of the business.
Solvay would be entitled to cash payments of
€250m upon completion of the transaction.
Original estimates of the scope of the merged entity – which
do not account for the assets to be divested for competition
authority compliance purposes – included 5,650
employees, and pools the company’s operations across the
chlorvinyls chain, including PVC, chlorine, and caustic soda.
Based on full-year 2012 figures, the entity would have combined net sales of €4.3bn and REBITDA of €257m.
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