CADE Fined Agrofert and Borealis for Gun-Jumping

CADE Fined Agrofert and Borealis for Gun-Jumping
Photo: 06.06.2024 342

The fine amounted to 500,000 Brazilian reais ($94,000).

The Administrative Council for Economic Defense of Brazil (CADE) signed an agreement on Wednesday (05/06) with the companies Agrofert and Borealis in the context of the investigation of a concentration that took place before the approval of the authority, an anti-competitive practice known as gun jumping.  

The operation involves Agrofert's acquisition of unitary control over Borealis, according to a share purchase agreement signed in July 2022.   

In September 2023, CADE's General Superintendence (SG/CADE) ordered the opening of an administrative procedure to investigate a concentration act (apuração de ato de concentração, Apac).

After the agency asked for clarification, the companies presented the context in which the operation took place. The parties pointed out that the operation was notified spontaneously even after it had been completed, with no intention of concealing the operation from CADE.   

In the investigation, SG/CADE concluded that the transaction was an act of concentration, which depended on prior notification to the antitrust body for approval, as it met all the requirements set out in the antitrust law.   

According to the instruction made by board member Diogo Thomson de Andrade, even though the operation took place in multiple jurisdictions, the evaluation of the accounting data and documents provided by the parties indicated that the turnover of the company acquired in Brazil is quite small in relation to the global economic group, which would justify conditioning the value of the operation to the national context, avoiding the application of a disproportionate penalty. 

Accordingly, the Board unanimously recognized that the infringement had been committed, in accordance with the vote of board member Diogo Thomson de Andrade. The Council also ratified the Apac Agreement. The amount of the pecuniary contribution was set at more than R$ 500,000, which will be paid into the Fund for the Defense of Diffuse Rights (FDD) of the Ministry of Justice and Public Security of Brazil.

✔️ Agrofert Holding operates in the agricultural and food industry, chemical industry. The company is one of the leading European manufacturers in the fields of specialized chemistry, fertilizers, agrochemicals, and plastic industry.

✔️ Borealis AG  is a provider of solutions in the fields of polyolefins, base chemicals, and fertilizers. Borealis AG's Nitrogen business includes fertilizer, melamine, and technical Nitrogen products.


agricultural markets  Brazil 

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