EC fines Sigma-Aldrich for non-disclosure

The European Commission (EC) has fined Sigma-Aldrich €7.5 million for three infringements in providing incorrect or misleading information in its replies to two requests for information made pursuant to Article 11(2) of the EU Merger Regulation during the official investigation into its acquisition by Merck KGaA in 2015.

Specifically, Sigma-Aldrich failed to disclose the existence of the iCap innovation project, which was closely linked to the businesses it divested to Honeywell in order to address competition concerns in the markets for specific laboratory chemicals. In addition, it continued to withhold information about iCap in replies to specific requests for information.

“Moreover, the Commission found indications that Sigma-Adrich's supply of incorrect or misleading information was intended to avoid the transfer of the relevant project to the purchaser of the divestment business,” the EC said. This meant that it had been “prevented … from undertaking an informed assessment of the intended scope of the commitments”.

After a third party tipped it off in 2016, the EC issued a Statement of Objections to both companies to both companies in July 2017. It then heard from them and dropped the objections against Merck, but sent a Supplementary Statement of Objections to Sigma-Aldrich only in 2020.

The Merger Regulation empowers the EC to impose fines of up to 1% of the aggregated turnover of companies, which intentionally or negligently provide incorrect or misleading information to it. The EC said that Sigma-Aldrich’s infringements were “of serious nature and particularly grave”. On this basis, it concluded that an overall fine of €7.5 million was “both proportionate and deterrent”.