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The European Commission has cleared under the EU Merger Regulation the proposed acquisition of the commodity trading and processing company Armajaro Trading Limited of the United Kingdom by rival Ecom Agroindustrial Corporation Limited of Switzerland. The Commission concluded that the transaction would not raise any competition concerns, in particular because the merged entity will continue to face sufficiently strong competition after the merger and customers will still have sufficient alternative suppliers in all markets concerned.
The Commission examined the effects of the merger on competition in the markets for (i) the procurement and supply of cocoa beans, (ii) the supply of cocoa semi-finished products and (iii) the procurement and supply of green coffee beans.
The operation will create one of the largest cocoa beans traders worldwide, with a significant market position for beans grown in West Africa, in particular for non-standard (traceable and/or certified) beans, a fast-growing market trend. However, the Commission found that the operation would not lead to competition concerns as customers will still have sufficient alternative suppliers, such as trade houses Noble, Olam, Sucden, Touton and Transmar.
Cocoa semi-finished products include cocoa liquor, cocoa butter and cocoa cake/powder. The parties' activities primarily overlap in the supply of cocoa butter. The Commission concluded that the transaction will not raise competition concerns for the supply of cocoa semi-finished products because the combined entity will continue to face sufficiently strong competition, notably from the three largest integrated processors of cocoa beans, Archer Daniel Midlands ("ADM"), Barry Callebaut ("BC") and Cargill. In addition, customers will continue to have non-integrated alternatives, including for non-standard (traceable and/or certified) cocoa semi-finished products, where several competitors have recently entered the market or strengthened their presence in the European Economic Area (EEA).
The Commission's investigation also found that the transaction was unlikely to lead to less competition or higher prices for the procurement and supply of green coffee beans. Indeed, customers will have sufficient alternative suppliers, both for standard and for non-standard (traceable and/or certified) coffee beans of different origins and qualities.
The transaction was notified to the Commission on 11 April 2014.
Background
Ecom is a global soft commodity merchant and processing company specialized in coffee, cotton and cocoa, with operations in major producing and consuming countries, as well as with a small sugar operation.
Armajaro is also a global soft commodity merchant, with origination and exporting operations in the major cocoa, coffee and sugar growing countries.
Prior to the transaction, Armajaro was in financial difficulty and the transaction was therefore partially implemented on 12 November 2013. The Commission granted a conditional derogation from the suspension obligation (requirement to await EU merger clearance) on 19 December 2013.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the European Economic Area or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).
More information will be available on the competition website, in the Commission's public case register under the case number M.7120.
