Statement by Synthos S.A. on the European Commission’s decision to terminate anti-cartel proceedings investigating collusion in the European styrene market
1/ Today’s decision by the European Commission relates to the activities of the styrene buyers’ cartel, initiated in May 2012 by Ineos and lasting until June 2018.
2/ On 30/08/2016, Synthos S.A. purchased the operating organised part of the enterprise (“Styrene Business”) from Ineos. An automatic transfer of a key Ineos employee who had already been involved in the breach took place as part of the transaction, of which Synthos was unaware. Through the Business acquisition contract, Synthos obtained a legal guarantee from Ineos that the acquired enterprise was operating in compliance with the law, in particular with antitrust regulations. The Commission’s decision confirms that Synthos became involved in the cartel’s activities in connection with the acquisition of the EPS business from Ineos.
3/ A few months after the sale of the Styrene Business to Synthos, Ineos notified the European Commission that the manner of purchasing styrene was characteristic of a buyers’ cartel, thus being in breach of European anti-competition regulations, as a result of which it obtained a full exemption from liability and potential penalty. Ineos pointed out that the prohibited styrene buyers’ agreements had been in place since May 2012 (more than 4 years before the Synthos transaction) which was confirmed in the Commission’s proceedings.
4/ After the Commission initiated anti-cartel proceedings, Synthos cooperated extensively with the Commission, and provided all information and documents to clarify the case.
5/ As part of the Commission’s proposed settlement procedure, Synthos, despite the fact that it did not knowingly participate in the styrene buyers’ cartel and, on the basis of the guarantees obtained from Ineos, had the right to believe that the acquired Styrene Business was operating lawfully, accepted liability for the activities of the employees taken over from Ineos, not attributable to Synthos.
6/ Synthos emphasises that contacts between styrene buyers to determine the price of styrene in the objective SMCP formula did not in any way benefit Synthos S.A. Synthos points out that it neither was nor is a seller of styrene on the market, as opposed to, e.g., Ineos which acted as both the buyer and seller of styrene during the period investigated by the Commission.
7/ On the basis of the contractual guarantees obtained from Ineos and under the provisions of the applicable law, Synthos made a recourse claim to Ineos for the penalty imposed by the European Commission on Synthos in relation to the activities of the Styrene Business purchased from Ineos, breaching the antitrust law.