Shearman & Sterling has represented International Chemical Investors Group (ICIG) in the acquisition of certain chlorovinyls assets being divested by INEOS, as well as in the merger control procedure and the purchaser approval procedure by the European Commission. The transaction follows commitments made by INEOS and Solvay to the European Commission regarding the approval of its PVC joint venture INOVYN in May 2014.
The acquisition agreement was signed in November 2014. On June 9, 2015, the European Commission granted merger control clearance and approval of ICIG as purchaser; the closing will follow at the beginning of August.
The business units to be acquired comprise locations in Germany, Belgium, Great Britain, France and the Netherlands. The deal structure proved to be complex and challenging, in particular because the assets being sold—including suspension polyvinyl chloride (S-PVC) plants in Wilhelmshaven, Mazingarbe and Beek Geleen; upstream chlorine and ethylene dichloride (EDC) plants in Tessenderlo and Runcorn; and a potassium hydroxide (KOH) plant in Tessenderlo—had to be transferred partly to stand-alone entities.
ICIG is a globally active, private investment holding that encompasses operating companies in the chemical and pharmaceutical industry. With approximately 5,000 employees, ICIG runs 23 industrial sites in Germany, Belgium, France, Great Britain, Italy, Poland, Switzerland and the US. The transaction not only allows ICIG to become a leading European provider of S-PVC and KOH, but also increases its annual sales volume to more than €2 billion.
The Shearman & Sterling team was led by partner Dr. Thomas König (Frankfurt-Mergers & Acquisitions) and included partner Iain Elder and counsel Dan Feldman (both Abu Dhabi-Project Development & Finance) and associates Mark Casey (Abu Dhabi-Project Development & Finance), Paul Pasalic and Brian Butterwick (both London-Mergers & Acquisitions). Advice on the EU Commission approval procedure was given by a team of antitrust lawyers, including partner Geert Goeteyn (Brussels), counsel Dr. Mathias Stöcker (Frankfurt), and associates Sara Ashall (Brussels) and Savas Manoussakis (London).