Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: EC approves acquisition of Morgan Stanley’s global oil merchanting unit by Castleton, (Jul 7, 2015)

By Linda O’Brien, J.D., LL.M.

The European Commission (EC) has cleared under the European Union (EU) merger regulation the acquisition of Morgan Stanley's Global Oil Merchanting Unit by Castleton Commodities International LLC, both of the United States, the EC announced on July 6.

Morgan Stanley's Global Oil Merchanting Unit acquires and resells supplies of crude oil and petroleum products. Castleton trades physical and financial instruments related to energy commodities. The companies' activities overlap for the trading of crude oil and petroleum products. The Commission's investigation found that the overlaps were very limited and therefore concluded that the transaction would raise no competition concerns. The transaction was examined under the simplified merger review procedure.

Scimitar Topco. Today, the EC approved under the EU merger regulation the acquisition of Scimitar Topco Limited of the United Kingdom by Clayton, Dubilier & Rice of the United States through its investment vehicle Clayton, Dubilier & Rice Fund IX, L.P. of the Cayman Islands (CDR Group). Scimitar is the holding company of a group of companies active in the retail supply of road fuels in the U.K. and the supply of groceries from these sites. It is also involved, to a limited extent, in the wholesale supply of motor fuels in the U.K. CDR Group is a private equity investment group based in the U.S. that invests in companies active in a variety of economic sectors, such as healthcare, retail, and construction. The Commission concluded that the proposed acquisition would raise no competition concerns because none of CDR Group's portfolio company offers products or services in competition with those offered by Scimitar.

Nefab. The EC also approved under the EU merger regulation the acquisition of joint control over Nefab, a Swedish provider of global industrial packaging solutions, by FAM of Sweden and by Fanopi of Luxemburg. FAM manages the assets of several Swedish foundations set up by the Wallenberg family whereas Fanopi holds financial interests on behalf of its private owners. The Commission concluded that the proposed acquisition would raise no competition concerns, as there are no overlaps between the companies' activities. The transaction was examined under the simplified merger review procedure.

Partner in Pet Foods Holdings. The acquisition of Partner in Pet Food Holdings B.V. (PPF) of Hungary by a fund managed and advised by Pamplona Capital Management LLP was approved by the EC under the EU merger regulation. Pamplona Capital is a global private equity investment firm based in the U.K. PPF is a supplier of private label and industrial pet food. The Commission concluded that the proposed transaction would raise no competition concerns as there are no overlaps between the companies' activities in the European Economic Area (EEA).

Kem One Innovative Vinyls. Finally, the EC cleared under the EU merger regulation the acquisition of Kem One Innovative Vinyls (KOIV) of France, by OpenGate Capital Group Europe (OGCGE) of Luxembourg. OGCGE is a Luxemburg-based private-equity investment company, controlled by OpenGate Capital. KOIV mainly produces and markets ready-for-use specialty vinyl compounds and other PVC products. The Commission analyzed the impact of the merger on two markets, in particular on S-PVC compounds and the PVC building systems markets. The EC concluded that the proposed acquisition would raise no competition concerns, in particular because of the moderate market shares of the two companies and because a sufficient number of players will continue to exercise competitive constraint on the merged entity. The transaction was examined under the normal merger review procedure.

Companies: Morgan Stanley; Castleton Commodities International LLC; Scimitar Topco Limited; Clayton, Dubilier & Rice Fund IX, L.P.; Nefab; FAM; Fanopi; Pet Food Holdings B.V.; Pamplona Capital Management LLP; Kem One Innovative Vinyls; OpenGate Capital Group Europe

News: AcquisitionsMergers Antitrust