ACTION NETWORK PESTICIDE PROJECT
Return to Ethiprole
acquistion of Aventis. April 17, 2002.
of the fluorinated pesticides: Acrinathrin, Beta-Cyfluthrin, Cyfluthrin,
European Commission press release.
Bayer's acquisition of Aventis Crop Science, subject to substantial
- Brussels, 17 April 2002
- The European Commission
has decided to clear Bayer's
acquisition of Aventis Crop Science (ACS),
subject to substantial divestitures. As initially notified, the operation
would have led to the creation or strengthening of dominant positions on about
130 markets for crop protection, professional pest control and animal health
products. But Bayer has offered a comprehensive set of commitments, including
the sale, in one single package, of best-selling insecticide Fipronil and
a number of fungicides, which together constitute ACS' entire European seed
treatment business. The commitments fully resolve the Commission's competition
- Bayer AG is an international public
quoted company with headquarters in Leverkusen, Germany. Bayer is active in
four business segments: healthcare, agricultural business, polymers and chemical
business. The agricultural business segment comprises the crop protection
and the animal health business groups. The crop protection business group
develops, produces and markets crop protection products to control plant diseases,
pests (insects and other little animals) and weeds in crops. The animal health
business group produces a wide range of veterinary medicines and vaccines
to maintain the health of livestock and companion animals as well as a variety
of grooming products.
- Aventis Crop Science
was formed in 1999 as the combination of AgrEvo (the former Hoechst/Schering
joint venture) and the Rh™ne-Poulenc agriculture division. ACS
has its headquarters in Lyon, France, and comprises four business segments.
The crop protection business is active in the development, production and
marketing of agricultural crop protection agents including herbicides, insecticides,
fungicides, plant growth regulators and seed treatments. ACS' environmental
science business develops, produces and distributes non-agricultural products,
including household insecticides, industrial weed agents, and products for
lawn and garden. The seed business is active in the research, production and
breeding of field seeds and vegetable seeds. Finally, the bioscience business
of ACS is active in the development of technologies to enhance plant value
using input traits, agronomic traits and output traits.
- After an initial investigation
of one month, the Commission decided on 4 December 2001 that it would further
investigate the impact of the transaction on competition conditions in several
crop protection and animal health markets. The in-depth investigation revealed
that the transaction as notified would have led to many competition problems
within agricultural insecticides, herbicides, fungicides as well as in seed
treatment, molluscicides, professional pest control products and certain animal
health products (anti-fleas for cats and dogs).
- Clearance conditions
- Bayer has offered a complex set
of commitments, which allows the Commission to conclude that no dominant position
will be created or strengthened on any of these markets.
- The most important of these is
an "en-bloc" sale to a single purchaser of a group of ACS' insecticides
and fungicides businesses (namely Fipronil, Ethiprole,
Iprodione, Prochloraz, Pyrimethanil, Triticonazole and Fluquinconazole).
- The two insecticides in this group,
Fipronil and Ethiprole, are both from the new
pyrazole chemistry class. While Ethiprole has
not yet been introduced in the EEA,
Fipronil is a very successful insecticide in
Europe as well as in many other parts of the world. Bayer has committed to
divest the whole of the Fipronil business world-wide,
including the European production facilities, except for non-agricultural
uses, where the divestiture is Europe-wide. For Ethiprole
Bayer will grant a Europe-wide exclusive licence.
- The divestment of Fipronil
will also alleviate the competition concerns in professional pest control
and animal health.
- Bayer will also divest the Europe-wide
businesses of five fungicides, which together with Fipronil
constitute the bulk of ACS' seed treatment business. These five fungicides
are Iprodione, Prochloraz, Pyrimethanil, Triticonazole and Fluquinconazole.
The purchaser of Fipronil, Ethiprole and the
five fungicides will, in effect, take over ACS' entire European seed treatment
business. Seed treatment is a very specialised area within the agrochemical
industry, where presently only Bayer, ACS and Syngenta have significant activities.
The commitment package will ensure that the current level of competition is
preserved in this very concentrated area.
- In insecticides Bayer also commits
to divest Acetamiprid, which is a promising insecticide in another new chemistry
class, the neonicotinoids, where Bayer has by far the strongest portfolio.
Acetamiprid is developed jointly by ACS and the Japanese company Nippon Soda.
Furthermore, Bayer will divest the following
insecticides Europe-wide: Cyfluthrin, Beta-Cyfluthrin,
Fenamiphos, Oxydemeton-Methyl, Phosalone and Cypermethrin and
grant a Europe-wide exclusive license for Acrinathrin.
- In molluscicides Bayer will grant
a Europe-wide exclusive license of ACS' snail bait formulation "Skipper",
based on the active ingredient Thiodicarb.
- In herbicides Bayer will divest
the Europe-wide business of Metamitron, sold as a beet herbicide under the
"Goltix" brand name. Bayer will also divest the Europe-wide business
of Linuron, which is used as a potato and vegetable herbicide. Finally, Bayer
will give a co-exclusive Europe-wide licence to develop mixture products with
Propoxycarbazone, which is used as a cereal herbicide against grasses.
- Besides the Europe-wide commitments
mentioned above, Bayer will give a number of exclusive licences for various
products in one or more Member States as well as discontinue several third
party distribution agreements.
- The Commission has come to the
conclusion that these commitments are sufficient to guarantee that no dominant
position will be created or strengthened on any market. Therefore, subject
to the fulfilment of these undertakings, the Commission has decided to clear
- Co-operation with the United
- On the basis of the bilateral
agreement on antitrust co-operation between the European Commission and the
United States of America, the Commission and the Federal
Trade Commission have co-operated closely in their analysis of the acquisition
of ACS by Bayer. The investigation in still going on in the US.