DowDuPont Inc - proposed acquisition of EI du Pont de Nemours and Company and The Dow Chemical Company

Acquirer(s)

  • DowDuPont Inc

Target(s)

  • EI du Pont de Nemours and Company and The Dow Chemical Company

Summary

The Dow Chemical Company (Dow) and E.I. Du Pont de Nemours and Company (DuPont) propose to merge their two companies and spin the merged entity off into three separate companies focusing on Agriculture, Material Science and Speciality Products.

Market definition

The ACCC considered the effects of the proposed acquisition on the following markets:

  • national markets for the supply of various crop protection products (including insecticides, herbicides and fungicides)

  • a national market for the breeding, development and supply of canola seed varieties

  • The scope of the individual crop protection product markets was determined according to how the products were used by farmers, and was considered on a case by case basis. The ACCC considered that, in general, products with the same active ingredients were likely to be close substitutes. However, in many cases, there were alternative products based on other active ingredients that could be used for the same purposes.

    This analysis was informed by many factors, including:
  • the pest or disease targeted, or the range of different pests or diseases against which a product can provide protection

  • the crop

  • the stage in the growing season at which protection is required

  • the growing conditions in which the crop protection is applied

  • the application method, and

  • consideration of environmental impact (including impact on beneficial insects), health and safety, and residues remaining on the crop after treatment.

  • The scope of the market for breeding, development and supply of canola seed varieties was determined according to the factors farmers consider when selecting seeds. The ACCC considered that, in general, seeds for a particular crop are likely to be close substitutes, although seasonal and geographic factors will impact substitutability. In some cases, alternative crops may be substitutable for each other.

    Competition analysis

    The ACCC took into consideration DuPont's commitments to the European Commission relating to:
  • Divestiture of DuPont's insecticides

  • Divestiture of DuPont's herbicides

  • Divestiture of DuPont's research and development business

  • Divestitures of Dow's ionomer and acid copolymer businesses.

  • These commitments remove the overlap between DuPont and Dow in relation to the supply of insecticides and herbicides, including in Australia. The ACCC concluded that the proposed acquisition would not substantially lessen competition in any relevant market after taking into consideration these divestments.

    In relation to canola seeds, an area of possible concern discussed in the Statement of Issues, the ACCC found that there are other breeders, developers and suppliers of canola seed with larger market share than the parties and will continue to stimulate competition tension in canola research and development post-merger. The ACCC also considered that Dow's offering targeted a specific segment of the canola seed market that was not targeted by DuPont.

    Statement of issues

    Timeline

    DateEvent
    18/07/2016ACCC commenced review under the Merger Process Guidelines.
    05/08/2016Closing date for submissions from interested parties.
    25/08/2016Former proposed decision date of 15 September 2016 delayed to allow provision of requested information.
    19/09/2016ACCC timeline recommenced.
    25/10/2016Former proposed decision date of 27 October 2016 delayed for one week at the request of the merger parties so that they can provide further information to the ACCC.
    01/11/2016ACCC timeline recommenced.
    03/11/2016ACCC published a Statement of Issues outlining preliminary competition concerns.
    23/11/2016Timeline suspended to allow provision of requested information.
    24/11/2016Closing date for submissions relating to Statement of Issues.
    09/12/2016ACCC timeline recommenced.
    23/01/2017Former proposed decision date of 2 February 2017 delayed to allow the merger parties to provide additional information.
    11/04/2017ACCC timeline recommenced.
    08/06/2017ACCC announced it would not oppose the merger.