The Spanish National Commission on Markets and Competition (CNMC) has approved, in the second phase and subject to commitments, the acquisition of full control of Ercros S.A. by Bondalti Chemicals S.A. through an unsolicited public takeover bid (OPA) (Case C/1480/24).
Both companies operate in the production of basic inorganic and organic chemical products, particularly in the chlorine and derivatives markets, including chlorine, caustic soda, hydrochloric acid, and sodium hypochlorite.
Bondalti notified the CNMC of its planned acquisition of Ercros on 9 July 2024. During the first phase of its review, the CNMC identified potential competition risks in the caustic soda and sodium hypochlorite markets. Consequently, in December 2024, the authority decided to open a second-phase investigation to carry out a more detailed assessment.
In the caustic soda market, where the merged entity would hold a national market share exceeding 30 percent, the CNMC ultimately ruled out competition concerns due to the presence of other operators and the competitive pressure exerted by imports.
In contrast, in the sodium hypochlorite market, which was analyzed within a 400-kilometre radius from each company’s production plants, the CNMC found that the combined entity would exceed 50 percent market share in all areas examined. The investigation covered the regions surrounding Bondalti’s Torrelavega and Estarreja plants and Ercros’s Sabiñánigo and Vila-seca plants, as well as the zones where their activities overlap. The CNMC concluded that the transaction posed significant competition risks in the markets surrounding these facilities, particularly between Torrelavega and Sabiñánigo and Vila-seca.
The authority identified several concerns in the sodium hypochlorite market. The merger would strengthen Bondalti’s position as the leading supplier, with a market share far exceeding that of all other competitors combined. It would also result in the acquisition of its closest and most significant rival in terms of production capacity and market share in the affected regions, thereby creating a risk of unilateral price increases given the limited bargaining power of buyers.
To address these concerns, Bondalti submitted a set of binding commitments that the CNMC deemed appropriate, sufficient, and proportionate to resolve the competition issues identified. Bondalti has agreed to supply sodium hypochlorite to third-party manufacturers at cost price, up to a maximum of 85,000 tonnes per year. The company will make an annual framework offer establishing the general terms and conditions applicable to all buyers, which will require CNMC approval. The commitment will initially last five years and may be extended for up to fifteen years.
An independent trustee will oversee Bondalti’s compliance with its obligations, while the CNMC will monitor the implementation throughout the commitment period. Bondalti will be required to provide regular reports to the authority according to the agreed schedule.
The CNMC’s approval is not yet final. The decision will be forwarded to the Minister for Economy, Trade and Enterprise, who may decide to refer the case to the Council of Ministers. The Council may then assess the transaction on grounds of general public interest beyond competition policy considerations.
