Proposed Merger between Wacker Chemie AG, Wacker Polymer Systems GmbH & Co. KG and Air Products Polymers Holdings, L.P. (a.k.a. Wacker Polymers Holdings, L.P.)

Notifying Parties:

Wacker Chemie AG, Wacker Polymer Systems GmbH & Co. KG and Air Products Polymers Holdings, L.P.

Notifying Date:

23 May 2008

Summary of transaction:

PART 5
INFORMATION FOR THE CCS PUBLIC REGISTER
(TO BE COMPLETED BY THE APPLICANT(S))

1. The Applicants

   Wacker Chemie AG
   Wacker Polymer Systems GmbH & Co. KG
   Air Products Polymers Holdings, L.P.

2. Description of the merger

   The Transaction concerns the acquisition of sole control by Wacker Chemie AG (“Wacker”) of two companies that were jointly controlled by each of Wacker and Air Products and Chemicals, Inc. (“APCI”), namely: Wacker Polymer Systems GmbH & Co. KG (“WPS”) and Air Products Polymers Holdings, L.P. (“APP”). Following the (partial) closing of the Transaction on 31 January 2008, APP has on 7 February 2008 changed its name to Wacker Polymers Holdings, L.P. (“WP”; APP and WP referred to as “WP/ex-APP”).

   In 1998, Wacker and APCI formed the two jointly controlled companies (WPS and APP). Wacker is now acquiring APCI’s shareholdings in each of WPS and WP/ex-APP, and thus, sole control over the two companies.

   Wacker is a globally operating chemical company with the following business areas: (a) polysilicon products; (b) silicones; (c) fine chemicals; and (d) ultra-pure silicon wafers for semiconductors.

   WP/ex-APP is primarily active in the production of dispersions that are based on vinyl acetate monomer (VAM).

   WPS is primarily active in the production of powders which are based on VAM.

   There are no competitive concerns arising out of the Transaction for the following reasons: First, the Transaction merely involves a change from Wacker jointly controlling WPS and WP/ex-APP (with APCI) to Wacker solely controlling the two joint ventures. Secondly, given that Wacker has a controlling interest in WPS and WP/ex-APP, the market share of the two joint ventures their market share was already previously attributable to Wacker so Wacker’s market share does not increase.

   The Transaction will not lead to any change in the competitive structure of the relevant markets. Wacker does not produce any dispersions or powders and WPS and WP/ex-APP do not compete with each other.

3. Relevant good(s) or service(s) involved

   The Transaction concerns the production of dispersions, powders and solid resins (and related products).

   Dispersions (also called emulsions or latices) are aqueous polymer substances (solid substances dispersed in water), which are manufactured on the basis of emulsion polymerisation procedure. Raw materials used for the production of dispersions consist of basic monomers such as vinyl acetate, styrene, butadiene, acrylonitrile, acrylate, and chloroprene as well as so-called functional monomers such as acrylic acid, acrylamid, etc. Dispersions are obtained by co-polymerisation of basic and functional monomers in water with the aid of other chemical agents.

   The use of different basic monomers leads to the production of the various dispersion types, e.g. SB-latex (X-SB and H-SB), acrylate, polyvinyl acetate (PVAc), vinylacetate ethylene (VAE) and speciality latex (CR, NBR, VPR, polybutadiene, etc.). These different types are used to various extents in a number of applications including adhesives, nonwoven fabrics/textiles, paper coating, cement admix and paints. Dispersions are produced in a number of different grades, which are individually designed to meet specific customer needs.

   Re-dispersible powders are obtained from dispersions via a drying process. They have the same chemical composition as the dispersions from which they originate. Powders have the advantage that they are lighter to transport because they have the moisture content removed. Storage is also easier because they have less volume. However, they are more expensive than emulsions because more processing is needed.

   Some of the PVAc which results from the processing of VAM is in a solid state (rather than dispersed in water), i.e. is a solid resin. Solid resins are used primarily as adhesives, gum bases and for modifying polymers.

Decision:

The proposed merger, if carried into effect, will not infringe the section 54 prohibition.

Decision Date:

2 July 2008
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