DowDuPont Deal Faces In-Depth EU Competition Investigation

Dow Chemical Co. and DuPont Co. face three more months of haggling with European Union antitrust regulators who opened an in-depth probe into the duo’s plans to create the world’s biggest chemicals company.

The European Commission said Thursday it needs to further probe “whether the deal may reduce competition in areas such as crop protection, seeds and certain petrochemicals.” The Brussels-based authority extended its deadline to rule on the tie-up until Dec. 20.

“The livelihood of farmers depends on access to seeds and crop protection at competitive prices,” Margrethe Vestager, the EU’s competition commissioner, said in an e-mailed statement. “We need to make sure that the proposed merger does not lead to higher prices or less innovation for these products.”

DuPont Chairman and Chief Executive Officer Ed Breen will serve as CEO of DowDuPont Inc., the name of the combined entity. His counterpart at Dow, Andrew Liveris, will be chairman. Both companies are eliminating thousands of jobs as they cut billions of dollars in expenses, with another $3 billion of cost savings promised after the deal closes. DowDuPont is supposed to split into three by the end of 2018, creating separate companies focused on agriculture, specialty products and materials science.

The historic deal “would create the world’s largest integrated crop protection and seeds company” and “would combine two competitors with leading herbicides and insecticides portfolios and with a strong track record of bringing innovative crop protection and seeds products to the market,” the EU authority said.

‘Insufficient’ Commitments

Commitments submitted by Dow and DuPont last month to address some of the EU regulator’s concerns were considered “insufficient to clearly dismiss its serious doubts as to the transaction’s compatibility” with EU merger rules, the commission said.

The commission said given the worldwide scope of the two companies’ activities, it’s cooperating closely with other competition authorities in the U.S., Brazil and Canada.

The proposed tie-up, along with China National Chemical Corp.’s planned acquisition of Switzerland’s Syngenta AG and Bayer AG’s bid for Monsanto Co.’s would mark the reshaping of the global chemical and agricultural industries.

The mega deals have the potential to leave just a few global players that can offer a comprehensive range of products and services.

50-50 Merger

Dow and Dupont shareholders approved the 50-50 merger last month. The all-stock transaction is scheduled to close later this year.

The companies still must clear other global antitrust hurdles. The U.S. Justice Department in February issued a second request for information on the combination, launching an in-depth probe. Dow and DuPont notified China’s competition agency of the deal in May and filed with the EU for approval in June.

So-called phase II probes by the EU are standard for deals that would significantly cut the number of players in a market or where there are overlapping activities, especially in complex industries.

While the EU ultimately clears the vast majority of deals subjected to an in-depth investigation, merging firms typically spend the extra time haggling with regulators over concessions -- such as selling off units -- to allay any competition concerns.

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