Monsanto Company and Rhône-Poulenc SA: A report
on the proposed merger
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Summary
On 22 June 1989 the Secretary of State for Trade and Industry requested
the Commission (see Appendix 1.1) to investigate and report on the acquisition
of the analgesics business of Monsanto Company by Rhône-Poulenc
SA. As a result of the proposed merger, Rhône-Poulenc would control
over 80 per cent of the supply in the United Kingdom of salicylic acid,
methyl salicylate and bulk aspirin.
Both Monsanto and Rhône-Poulenc are international chemical companies,
the former having its headquarters in the United States and the latter
in France. Both have declared their intention of proceeding with the merger,
which involves Monsanto's world-wide analgesics business, whatever the
outcome in the United Kingdom. Neither the United States authorities nor
the European Commission have raised objections to the proposed merger.
From the standpoint of competition in the United Kingdom, there are a
number of concerns about the effects of the merger. Competition ceases
between the two main suppliers and their combined market share is currently
very high. There is strong opposition from customers because of fears
both about prices and the availability of certain grades of salicylic
acid and bulk aspirin.
However, in our view, the most likely outcome of the merger in the United
Kingdom is that Rhône-Poulenc will continue the manufacture of salicylates
at Monsanto's plant at Ruabon in North Wales and will be constrained in
its behaviour as far as prices and the availability of grades are concerned.
Customers would otherwise take advantage of external competitive pressures
in an international market where there is over-supply, freedom of entry
and generally available technology. On the other hand, the most likely
outcome of ruling against a merger in the United Kingdom is that Monsanto
would cease production of salicylates, with adverse effects on employment.
Customers would still have to buy from Rhône-Poulenc or from elsewhere
in the world.
We have found that Rhône-Poulenc's ability to exploit its predominant
position in the supply of salicylic acid, methyl salicylate and bulk aspirin
following the proposed merger would be constrained by competition, particularly
from Eastern European and Third World sources. We believe that as a result
Rhône-Poulenc would be unlikely to be able to impose unreasonable
price increases. We accordingly unanimously conclude that the proposed
merger may be expected not to operate against the public interest.
Full text
Contents
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Chapters
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| Chapter
1 |
Summary |
| Chapter
2 |
The companies involved and the merger situation |
| Chapter
3 |
The market |
| Chapter
4 |
The views of the main parties |
| Chapter
5 |
The views of other parties |
| Chapter
6 |
Conclusions |
| |
List of signatories |
| Glossary |
|
Appendices
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| (The numbering of the appendices indicates
the chapters to which they relate) |
| 1.1 |
Background information |
| 2.1 |
Monsanto Company: segmental analysis of 1988 assets,
sales and operating profit |
| 2.2 |
Monsanto plc: geographical analysis of 1988 turnover |
| 2.3 |
Rhône-Poulenc: segmental analysis of 1988 assets,
sales and operating income |
| 3.1 |
Survey of customers |
| 6.1 |
European Commission Press Release |
| 6.2 |
Undertakings offered by Rhône-Poulenc in the event
of an adverse public interest finding |
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