BP/Nova Chemicals JV Merger Procedure Decision - Article 6(1)(b) - Public Version

Sep 16, 2026

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Public version merger procedure decision under Regulation (EC) No 139/2004, case COMP/M.3578 BP/NOVA CHEMICALS, issued on 01/07/2005 following a notification received on 27/05/2005. The Commission assesses the proposed joint venture creating DutchCo and SwissCo for manufacturing and producing polystyrene (PS) and expandable polystyrene (EPS) in Europe. The decision addresses the parties’ roles, joint control and full-functionality of the JV, evaluates the Community dimension based on turnover, and considers the competitive effects in relevant PS/EPS product markets, while omitting confidential business secrets.

LanguageEnglish

CategoryLetters

FormatPDF

Pages8

Reading Time3 min

AccessFree to download

Merger Procedure Article 6(1)(b) Decision

Notification and Scope

The Parties

The Concentration

Community Dimension

Competitive Assessment

Relevant Product Markets

EN Case No COMP/M.3578-BP / NOVA CHEMICALS / JV Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 01/07/2005 In electronic form on the EUR-Lex website under document number 32005M3578 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 01/07/2005 SG-Greffe(2005)D/202877-202878 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus [Ö] . Where possible the information omitted has been replaced by ranges of figures or a general description. PUBLIC VERSION MERGER PROCEDURE ARTICLE 6(1)(b) DECISION To the notifying party Dear Sir/Madam, Subject: Case No COMP/M.3578 ñ BP / NOVA Notification of 27/05/2005 pursuant to Article 4 of Council Regulation No 139/20041 1. On 27/05/2005, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) N􀂰 139/2004 by which the undertakings BP p.l.c. (ìBPî, United Kingdom) and Nova Chemicals Corporation (ìNovaî, Canada) acquire joint control of two newly created undertakings ìDutchCoî and ìSwissCoî constituting a joint venture (ìthe JVî) . 2. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of the Merger Regulation and does not raise serious doubts as to its compatibility with the common market and the EEA Agreement. I. THE PARTIES 3. BP is a multinational oil exploration, petroleum and petrochemical group comprising the four core businesses of oil and gas exploration and production; refining, marketing and transportation; manufacturing and marketing petrochemicals and related products; and developing gas-fired power generating facilities. 4. Nova is a chemical commodity company which carries out its principal activities through two divisions. Through its Olefins/Polyolefins business it produces ethylene, 1 OJ L 24, 29.1.2004 p. 1. Commission europÈenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel-Belgium. Telephone: (32-2) 299 11 11. polyethylene and chemical and energy products while through its Styrenics business it is active in the production of styrene and other polymers. II. THE CONCENTRATION 5. The proposed concentration consists in the creation of a joint venture by BP and Nova for the production and manufacture of polystyrene (ìPSî) and expandable polysterene (ìEPSî) in Europe. Joint control 6. The JV will be organized through two new private limited liability companies, DutchCo (The Netherlands) and SwissCo (Switzerland) . The two parent companies will each hold 50% of the shares in DutchCo and SwissCo and will have equal shareholder voting rights over the conduct of the JVís business. Through a committee of representatives of both parties and the boards of directors of SwissCo and DutchCo, the parties will exercise joint control of the JV. 7. The two parent companies will contribute all their European PS and EPS businesses to the JV, with the exception of BPís interests in its French PS and EPS business which [Ö] on the basis of a letter of good faith intention will be transferred to the JV on 1 January 2007 or soon thereafter. The JV will enter into an agreement with the French business by which the JV supplies feedstock to and purchases and distributes all of the production of the French business during the interim period. Full-functionality of the joint venture 8. The JV will have the production and distribution facilities, management, resources, technology and personnel to operate the business of manufacturing and selling PS and EPS as an autonomous economic entity for the purposes of Article 3(4) of the Merger regulation. The JV will be

FAQs

What transaction did the Commission review in case COMP/M.3578 BP/NOVA CHEMICALS?

The Commission reviewed a proposed joint venture under which BP and Nova would acquire joint control of newly created undertakings DutchCo and SwissCo to produce and manufacture polystyrene (PS) and expandable polystyrene (EPS) in Europe.

How is joint control and governance of the JV structured?

DutchCo and SwissCo are organized as two new private limited liability companies, with BP and Nova each holding 50% of the shares and equal shareholder voting rights. Joint control is exercised through committees and the boards of the two companies.

Why does the Commission treat the JV as full-functionality?

The decision states that the JV will have production and distribution facilities, management, resources, technology, and personnel to operate as an autonomous economic entity. It will also procure styrene feedstock for five years and add substantial value through processing into PS and EPS.

Sep 16, 2026

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