Roquette Frères S.A.

Page 1 of 7 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/01/1230 04th March 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Roquette Frères S.A. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 16th January 2025, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under Section 6(2) of the Competition Act, 2002 (‘Act’), given by Roquette Frères S.A. (‘Roquette’/’Acquirer’). 2. The Notice was filed pursuant to the Transaction Agreement (‘TA’) dated 19th March 2024, executed between International Flavors & Fragrances Inc. (‘IFF’/‘Target’) and Roquette. 3. The Proposed Combination is in relation to the proposed acquisition by Roquette of the Pharma Solutions business and certain product lines of the Nourish business (the ‘Target Business’) of IFF by way of Roquette’s purchase of equity interests in certain IFF entities (‘Transferred Entities’) that collectively comprise the Target Business. Roquette will own and exercise sole Combination Registration No. C-2025/01/1230 Page 2 of 7 control over the Target Business as Roquette will acquire the entire equity interest in all the Transferred Entities comprising the Target Business. 4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 29th January 2025, certain information and clarifications were sought and the response to the same was submitted by the Acquirer through communication dated 7th February 2025 (‘Response 1’). As the response was incomplete, another letter was issued on 11th February 2025 and response to the same was received on 14th February 2025 (‘Response 2’) by the Acquirer. Acquirer also made a voluntary submission on 25th February 2025. 5. Roquette is a family-owned French company active in the production and sale of plant-based ingredients, excipients, and plant proteins for various applications. Roquette’s main business segment/Core Ingredients is production and sale of plant-based ingredients such as starches, fibres and polyols, for use in a variety of food & nutrition, animal nutrition, personal care, and industrial applications. Roquette’s Pharma business segment produces and supplies excipients for pharmaceutical, nutraceutical, and biopharmaceutical applications. Following Roquette’s recent acquisition of Qualicaps Co., Ltd. (‘Qualicaps’), it produces and supplies hard shell capsules (‘hard capsules’) and manufacturing equipment for the pharmaceutical industry. Further, Roquette’s Proteins business segment produces plant-based proteins for non-dairy alternatives to serve the food and animal industries. 6. Roquette is active in India through its India-based subsidiaries, namely; Crest Cellulose Pvt. Ltd. (‘Crest Cellulose’), Sethness-Roquette India Ltd. (‘Sethness-Roquette’) and Roquette India Pvt. Ltd. (‘Roquette India’) and a joint venture Clean Max Vital Energy LLP (‘Clean Max’). Crest Cellulose is active in the production of Microcrystalline Cellulose (‘MCC'), pregelatinized maize starch, and magnesium stearate. Sethness-Roquette is active in the production and supply of caramel colours, burnt sugars, aromatic and textured caramels, and brewing syrups. Roquette India produces and supplies maize starch, dextrose monohydrate, glucose syrup, and maltodextrin, and acts as the sales agent in India for the products manufactured by Crest Cellulose and imported into India from other plants. Clean Max is active in renewable power generation. Combination Registration No. C-2025/01/1230 Page 3 of 7 7. The Target Business primarily comprises the business, operations, and activities of IFF’s Pharma Solutions segment, with certain adjustments to include relevant businesses and product lines of the Nourish segment in order to align customers, businesses and manufacturing footprint. The Target Business is currently part of IFF, a U.S. public company listed on the New York Stock Exchange. Danisco Nutrition and Biosciences India Private Ltd. (‘Danisco India’), an indirect subsidiary of IFF, is the only entity in India which forms part of the Transferred Entities comprising the Target Business. 8. The Target Business produces, among other things, a range of cellulosics and other types of plant-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients (‘APIs’), including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formulations. The Target Business’ main products are MCC, Hydroxypropyl methyl cellulose (‘HPMC’), alginates, and Croscarmellose sodium (‘CCS’). 9. In terms of the overlaps between the Acquirer’s (including its affiliates) products and those of Target Business, both supply MCC and CCS for pharmaceutical/nutraceutical applications in India. In addition, the Target Business (but not Roquette) also supplies HPMC in India. Roquette is not active in HPMC but uses it as an input in the production of hard capsules, which it also supplies in India. 10. The Proposed Combination relates to the manufacture and supply of cellulosics, which are chemical substances made from cellulose, i.e., a natural polymer found in the cell walls of plants. 11. Cellulose can be processed into various forms, including microcrystals to form MCC. MCC is the most common cellulose used in pharmaceutical/nutraceutical and food applications. Cellulose can also be chemically modified to produce derivatives, including HPMC and CCS. Combination Registration No. C-2025/01/1230 Page 4 of 7 12. Cellulosics are used across many purposes, including as excipients in pharmaceuticals/nutraceuticals as well as in food, personal care, construction, and other industrial applications. 13. MCC is a purified, partially depolymerized cellulose. It is produced by converting fibrous cellulose to a re-dispersible gel or aggregate of crystalline cellulose using acid hydrolysis. This material is then dried to a pure, fine-particle form for powdered grades of MCC or co-processed with a hydrophilic dispersant to deliver a colloidal form of MCC. Powdered MCC is available in different particle sizes, density, and moisture grades, and can be customized to meet specific formulation requirements. The larger particle size grades/higher-density grades generally provide better flow properties, while low-moisture grades are used with moisture-sensitive materials. Powdered MCC is used primarily in pharmaceuticals/nutraceuticals as a filler/binder in various oral dosage formulations (tablets, capsules, granules, etc.) including both wet granulation and direct compression processes. MCC also has some lubricant and disintegrant properties that make it useful in direct tableting. It is also used in food and beverage applications as an insoluble fibre, extrusion auxiliary, anti-caking, and compression agent. 14. Colloidal MCC is used primarily in food applications, where it serves as a stabilizer, opacifier, suspending agent, and thickener in processed foods and beverages. It is also used in pharmaceuticals, nutraceuticals, personal care, and other industries (e.g., construction) as a stabilizer, viscosifier, opacifier, thickener, and suspending agent in semi-solid formulas such as suspensions, emulsions, aerosols, creams, lotions, and gels. 15. In India, both the parties manufacture and sell MCC for pharmaceutical/nutraceutical applications. Roquette produces MCC locally (at its Crest Cellulose manufacturing plant) as well as imports the same from one of its overseas plants. The Target Business is only active in the supply of MCC in India through imports. 16. CCS (croscarmellose sodium), also known as sodium CMC, is an internally cross linked polymer of CMC (sodium carboxymethyl cellulose). It is made by soaking crude cellulose in sodium hydroxide and then reacting the cellulose with sodium monochloroacetate to form Combination Registration No. C-2025/01/1230 Page 5 of 7 CMC. The excess sodium monochloroacetate slowly hydrolyses to glycolic acid and the glycolic acid catalyses the cross-linkage to form CCS. Chemically, CCS is the sodium salt of a cross-linked, partly O (carboxymethylated) cellulose.