The ACCC will not oppose Sika’s proposed acquisition of MBCC Group, after accepting a court-enforceable undertaking that commits Sika to divest MBCC Group’s entire business in Australia and New Zealand, including its subsidiary, Bluey Technologies.
Sika and MBCC Group supply construction chemicals and materials including chemical admixtures, fibres, and concrete works. Chemical admixtures are an essential component in the production of concrete and cement.
The undertaking is part of a global remedy package in which Sika has committed to divest MBCC Group’s admixture business in the European Economic Area, Switzerland, United Kingdom, United States and Canada, including several research and development facilities.
The undertaking is linked to the commitments made by Sika to the European Commission.
“Without the divestiture, Sika’s acquisition would combine the two largest suppliers of chemical admixtures in Australia, resulting in a market share of approximately 80 per cent,” ACCC Commissioner Stephen Ridgeway said.
“We were particularly concerned that remaining competitors would not be able to develop or innovate to compete effectively with Sika. Without the undertaking, Sika would have had less incentive to innovate or bring new product developments to Australia.”
After an agreement was reached between Cinven and Sika, Sika proposed Cinven as the up-front purchaser of the MBCC Group businesses. The ACCC approved Cinven as the purchaser for a number of factors including its experience in the industry and plans to continue the business as a going concern.
“The ACCC is satisfied that the divestiture offered by Sika will allow for Cinven to be a viable, effective, standalone, independent and long-term competitor in the supply of chemical admixtures in Australia,” Mr Ridgeway said.
In reaching its decision the ACCC liaised extensively with other competition authorities, including the European Commission, the UK’s Competition and Markets Authority, the US Department of Justice, the Canadian Competition Bureau and the New Zealand Commerce Commission.
“While Sika indicated early in the review process that a remedy would be offered to address the concerns, the process for Sika to engage with multiple competition authorities and offer a suitable global remedy has taken a considerable period.
“We are ultimately satisfied the outcome protects competition in Australia,” Mr Ridgeway said.
Further information can be found on the ACCC’s public register: Sika AG – MBCC Group
Note to editors
The ACCC will issue a public competition assessment shortly explaining its decision in more detail.
Background
Sika AG is a Switzerland-based specialty chemicals company that develops and produces systems and products for bonding, sealing, damping, reinforcing, and protecting in the building sector and motor vehicle industry. Sika has subsidiaries in 101 countries around the world and manufactures in over 300 factories. In Australia, Sika operates through its subsidiary, Sika Australia Pty Ltd.
MBCC Group, formerly BASF Construction Chemicals, is a global supplier in construction chemicals. MBCC Group is headquartered in Germany and has operations in over 60 countries with more than 130 production facilities. In Australia, MBCC Group operates through MB Solutions Australia Pty Ltd and its subsidiary, Bluey Technologies Pty Ltd.
Cinven is an international private equity firm with more than 140 investments globally with sector focuses on business services, consumer, financial services, healthcare, TMT and a strategic focus on the industrials sector. Cinven formerly owned Chryso, a business in the chemical and admixtures and constructions systems sector. It sold Chryso in September 2021.
Sika and Cinven signed an agreement on 22 March 2023 for MBCC Group’s admixture business in the European Economic Area, Switzerland, United Kingdom, United States and Canada and MBCC Group’s entire business in Australia and New Zealand.
On 8 February 2023, the European Commission approved, under the EU Merger Regulation, the proposed acquisition. It concluded that the proposed acquisition, as modified by the commitments, would no longer raise competition concerns in its jurisdiction. Its decision is conditional on full compliance with the commitments. Sika’s undertaking to the ACCC requires Sika to comply with the commitments to the European Commission.
Chemical admixtures are an essential component in the production of concrete and cement, used to chemically modify its properties. Chemical admixtures increase workability, the acceleration or retardation of the rate of hydration and to add resistance to freezing and thawing. A combination of different chemical admixtures is commonly used in a single batch of concrete or cement as they add different properties to the mix.