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(i) the names of the merger parties;
FUJIFILM Holdings America Corporation (“Fujifilm”); and
CMC Materials KMG Corporation (the “Target”) and certain of its direct and indirect subsidiaries.
collectively, the (“Parties”).
(ii) a description of the transaction;
The notification relates to Fujifilm’s acquisition of 100 per cent. of the issued and outstanding equity interests of the electronic chemicals business of Entegris, Inc., which is operated by the Target and certain of its direct and indirect subsidiaries (the “Proposed Transaction”). The Target is currently fully owned by CMC Materials LLC, which, in turn, is fully owned by Entegris, Inc.
(iii) a description of the business activities of the merger parties worldwide and in Singapore;
FUJIFILM Group
Fujifilm is part of the FUJIFILM corporate group, a multinational conglomerate operating in a wide range of businesses. These business fields include: electronic materials, chemicals, electronic imaging, graphic arts and printing, industrial products, optical devices, recording media, imaging colorants, healthcare, and pharmaceuticals.
Target
The Target supplies high-purity process chemicals (“HPPCs”) used principally to clean, etch and dry silicon wafers in the production of semiconductors, photovoltaics (solar cells), and flat panel displays in multiple stages of their manufacturing processes.
(iv) a description of the overlapping goods or services, including brand names;
Fujifilm and the Target overlap in Singapore in the supply of cleaning solutions used principally in the semiconductor manufacturing process but can also be used in adjacent industries that have similar manufacturing processes (e.g., manufacture of flat panel displays, hard disk drives and photovoltaics) (“Cleans”).
(v) a description of substitute goods or services;
The applicants submit that substitutes for the Parties’ Cleans would be Cleans offered by other competing manufacturers.
(vi) the applicant’s views on:
a. definition of the relevant market(s);
The applicants submit that the relevant market is the global market for the supply of Cleans (the “Relevant Market”).
b. the way in which competition functions in this market;
In general, competition takes place in a fragmented and highly competitive market, where customers can choose from a wide range of alternative solutions to satisfy demand depending on their requirements.
Customers are large multinational corporations and include large-scale global semiconductor manufacturers with very significant annual revenues. These customers frequently dual- or multi-source products, or require a supplier to license its competitors, so that they can easily switch between qualified suppliers and eliminate any foreclosure risk.
c. barriers to entry and countervailing buyer power; and
The applicants submit that the barriers to entry are not insurmountable in view of the absence of regulatory barriers, import restrictions or IP rights that would be prohibitive or pose any significant barrier, and costs are not insurmountable for a new entrant to incur.
d. the competitive effects of the merger (non-coordinated, coordinated and/or vertical effects, as relevant).
Non-coordinated effects
The applicants submit that the Proposed Transaction will not give rise to non-coordinated effects in view of the following factors, including the presence of numerous strong existing and potential competitors who can easily expand or enter into the market for Cleans, the absence of prohibitive barriers to entry into the Relevant Market, and the ability of customers to switch between suppliers.
Coordinated effects
The applicants submit that the Proposed Transaction will not give rise to coordinated effects in view of the following factors, including the presence of numerous strong existing and potential competitors, the ease of switching and countervailing buyer power by customers and the absence of significant barriers to entry in the supply of the Cleans.
Vertical effects
The applicants submit that there are limited vertical links between the Parties. The Proposed Transaction will not give rise to competition concerns as the Target will have no ability or incentive to foreclose competitors with respect to such vertical links.
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