Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 1 of 102 PageID: 724
`
`
`
`
`
`UNITED STATES DISTRICT COURT
`DISTRICT OF NEW JERSEY
`IN RE: FRAGRANCE DIRECT
`Case No. 2:23-cv-02174-WJM-JSA
`PURCHASER ANTITRUST
`Jury Trial Demanded
`LITIGATION
`
`DIRECT PURCHASERS’ CONSOLIDATED COMPLAINT
`
`
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 2 of 102 PageID: 725
`
`
`
`TABLE OF CONTENTS
`NATURE OF THE ACTION .................................................................................... 1
`JURISDICTION AND VENUE ................................................................................ 5
`PARTIES.................................................................................................................... 6
`A.
`Plaintiffs ................................................................................................ 6
`B. Defendants ............................................................................................. 7
`C. Agents and Co-Conspirators ............................................................... 14
`FACTUAL ALLEGATIONS .................................................................................. 14
`A.
`The Fragrance Industry ....................................................................... 14
`1.
`The Production of Fragrances ................................................... 16
`a.
`Upstream Suppliers ......................................................... 17
`b.
`Fragrance Ingredient and Compound Production .......... 18
`c.
`Downstream Customers .................................................. 23
`Defendants’ Fragrance Products Are Interchangeable ............. 24
`Defendants Supply Each Other with Fragrance
`Ingredients ................................................................................. 27
`The Structure and Characteristics of the Fragrance Market
`Support the Existence of a Conspiracy ............................................... 28
`The Market Is Highly Concentrated and the Defendants
`1.
`Are the Dominant Firms ........................................................... 28
`Defendants are Vertically Integrated ........................................ 34
`Barriers to Entry Are High ........................................................ 35
`The Buy-Side of Market Is Not Concentrated .......................... 38
`Demand for Fragrances Is Inelastic .......................................... 39
`
`B.
`
`2.
`3.
`
`2.
`3.
`4.
`5.
`
`i
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 3 of 102 PageID: 726
`
`
`
`6.
`7.
`8.
`
`Fragrance Products Are Commodities ...................................... 40
`Fragrances are Nondurable Products ........................................ 40
`Industry Associations Provided Defendants Forums to
`Collude and Assisted Defendants in Carrying out Their
`Conspiracy ................................................................................ 40
`C. Defendants Coordinated Parallel Price Increases During the Class
`Period ................................................................................................... 48
`D. Defendants Monitored Their Conspiracy ............................................ 62
`E.
`Defendants’ Pretextual Reasons for Their Prices Increases ................ 63
`F.
`Defendants’ Coordinated Parallel Price Increases Substantially
`Improved Their Profitability ............................................................... 67
`G. Defendants Restrained and Allocated the Supply of Key
`Fragrance Ingredients .......................................................................... 71
`H. Government Authorities Conduct Dawn Raids on Defendants .......... 76
`DEFENDANTS’ FRAUDULENTLY CONCEALED THEIR CONSPIRACY .... 84
`CLASS ACTION ALLEGATIONS ........................................................................ 86
`INTERSTATE TRADE AND COMMERCE ......................................................... 90
`ANTITRUST INJURY ............................................................................................ 91
`CLAIM FOR RELIEF ............................................................................................. 92
`REQUEST FOR RELIEF ........................................................................................ 94
`JURY DEMAND ..................................................................................................... 96
`
`ii
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 4 of 102 PageID: 727
`“Odors have a power of persuasion stronger than that of words, appearances,
`emotions, or will. The persuasive power of an odor cannot be fended off, it enters
`into us like breath into our lungs, it fills us up, imbues us totally. There is no
`remedy for it . . . He who ruled scent ruled the hearts of men.”1
`
`Plaintiffs B & E Associates, Inc., Cospro Development Corp., Demeter F.L.,
`
`
`
`Inc., Hanna’s Candle Company, and Our Own Candle Company, Inc. (“Plaintiffs”),
`
`individually and on behalf of all others similarly situated (the “Class,” as defined
`
`below), upon personal knowledge as to the facts pertaining to themselves, and upon
`
`information and belief as to all other matters, and based on the investigation of
`
`counsel, brings this class action for damages, injunctive relief, and other relief
`
`pursuant to the federal antitrust laws and demands a trial by jury on all matters so
`
`triable.
`
`NATURE OF THE ACTION
`This lawsuit arises from an unlawful conspiracy to fix, raise, or
`
`1.
`
`maintain the prices for fragrance ingredients and fragrance compounds (collectively,
`
`“Fragrance Products” (further defined below)) by Defendants Firmenich
`
`International SA, Givaudan SA, International Flavors & Fragrances Inc. (“IFF”),
`
`and Symrise AG, and certain entities owned or controlled by them, as described
`
`below (collectively, “Defendants”) in violation of Sections 1 and 3 of the Sherman
`
`Act (15 U.S.C. §§ 1, 3).
`
`2.
`
`Companies, such as Plaintiffs and the Class, add Fragrances Products
`
`(scent) to consumer goods such as candles, soaps, lotions, cosmetics, perfumes,
`
`detergents, fabric care, and household cleaners to make those products smell
`
`1
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 5 of 102 PageID: 728
`
`
`
`pleasant. A product’s smell helps establish a positive olfactory (and emotional)
`
`association with the product. Fragrance Products are therefore a key input in such
`
`consumer goods.
`
`3.
`
`Defendants are the four largest producers of Fragrance Products,
`
`controlling nearly two-thirds of the global and U.S. markets. Defendants acquire
`
`raw materials and convert them into Fragrance Products, before selling them on to
`
`companies, such as Plaintiffs and other Class members. Defendants’ sale of
`
`Fragrance Products is a multi-billion dollar business in the United States.
`
`4.
`
`Beginning at least as early as January 1, 2018, Defendants entered into
`
`an unlawful agreement to increase the prices of Fragrance Products charged to
`
`Plaintiffs and the Class. Upon information and belief, Defendants’ conspiracy to fix
`
`prices for Fragrance Products began in response to increased costs of the raw
`
`materials needed to manufacture Fragrance Products, which threatened Defendants’
`
`profitability. To protect their profits, Defendants conspired to restrain the supply,
`
`coordinate the prices, and allocate the markets for Fragrance Products. Tellingly,
`
`however, after raw materials prices began to subside, Defendants continued to
`
`increase the prices of Fragrance Products in a coordinated fashion.
`
`5.
`
`Plaintiffs learned of Defendants conspiracy no earlier than March 7,
`
`2023. On that date, the European Commission (“EC”) announced that it had carried
`
`out dawn raids at several suppliers and an industry association in the Fragrance
`
`2
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 6 of 102 PageID: 729
`
`
`
`Products industry in coordination with the Swiss Competition Commission
`
`(“COMCO”), the U.S. Department of Justice Antitrust Division (“DOJ”), and the
`
`U.K. Competition and Markets Authority (“CMA”).1
`
`6.
`
`The same day, CMA provided further insight into the dawn raids,
`
`announcing that it “has reason to suspect anti-competitive behaviour [sic] has taken
`
`place involving suppliers of Fragrance Products for use in the manufacture of
`
`consumer products such as household and personal care products,” and named
`
`Firmenich International SA, Givaudan SA, International Flavors & Fragrances Inc.,
`
`and Symrise AG as the subjects of the investigation.2
`
`7.
`
`The next day, COMCO revealed that the dawn raids were based on
`
`“indications that several undertakings active in the production of fragrances have
`
`violated cartel law.”3 COMCO identified the same Defendants as targets of the dawn
`
`raids and disclosed that “[t]here are suspicions that these undertakings have
`
`
`1
`European Commission Press Release IP/23/1532, Antitrust: Commission
`Confirms Unannounced Inspections in the Fragrance Sector (Mar. 7, 2023),
`https://ec.europa.eu/commission/presscorner/detail/en/ip_23_1532.
`2
`CMA Launches Investigation into Fragrances and Fragrances Ingredients,
`CMA COMPETITION & MARKETS AUTHORITY (last updated Mar. 8, 2023),
`https://www.gov.uk/government/news/cma-launches-investigation-into-fragrances-
`and-fragrance-ingredients.
`3
`The Swiss Competition Commission Press Release, Frank Stüssi & Andrea
`Graber Cardinaux, COMCO Investigates Possible Collusions in the Fragrance
`Market (Mar. 8, 2023), https://www.weko.admin.ch/weko/en/home/medien/press-
`releases/nsb-news.msg-id-93502.html.
`
`3
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 7 of 102 PageID: 730
`
`
`
`coordinated their pricing policy, prohibited their competitors from supplying certain
`
`customers and limited the production of certain fragrances.”4
`
`8.
`
`In a May 10, 2023 filing with the U.S. Securities and Exchange
`
`Commission (“SEC”), IFF acknowledged the investigation and disclosed that it had
`
`received a criminal grand jury subpoena from the DOJ,5 meaning the DOJ is
`
`considering a criminal prosecution against IFF and/or its co-conspirators. According
`
`to Section F.1 of Chapter 3 of the 2014 edition of the DOJ’s Antitrust Division
`
`Manual, “staff should consider carefully the likelihood that, if a grand jury
`
`investigation developed evidence confirming the alleged anticompetitive conduct,
`
`the Division would proceed with a criminal prosecution.” Similarly, Firmenich also
`
`disclosed that it received a subpoena from the DOJ.6
`
`9.
`
`On January 17, 2024, CMA revealed that it had extended its probe of
`
`Givaudan, Firmenich, and IFF to include allegations that they engaged in further
`
`anticompetitive behavior
`
`in
`
`the form of so-called no-poach agreements.
`
`Specifically, CMA stated that the companies may have engaged in unlawful
`
`
`4
`Id.
`5
`International Flavors & Fragrances Inc., Quarterly Report (Form 10-Q) (May
`10, 2023).
`(June 30, 2023), at 48,
`6
`Firmenich, Financial Statements 2023
`https://www.dsm-firmenich.com/content/dam/dsm-firmenich/corporate/documents/
`firmenich-sa-annual-report-fy2023.pdf.
`
`4
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 8 of 102 PageID: 731
`
`
`
`coordination involving reciprocal arrangements relating to the hiring or recruitment
`
`of certain staff involved in the supply of Fragrance Products.7
`
`10. As a direct result of Defendants’ conspiracy, Plaintiffs directly
`
`purchased Fragrance Products from one or more Defendants at artificially inflated
`
`prices and were thereby injured in their business or property. Plaintiffs bring this
`
`action on behalf of themselves and a Class of direct purchasers of Fragrance Products
`
`during the period from January 1, 2018 until the effects of the conspiracy have
`
`ceased (the “Class Period”) as defined in more detail below.
`
`JURISDICTION AND VENUE
`11. Plaintiffs bring this class action lawsuit pursuant to Sections 4 and 16
`
`of the Clayton Act (15 U.S.C. §§ 15 and 26), to recover damages suffered by the
`
`Class and the costs of suit, including reasonable attorneys’ fees; to enjoin
`
`Defendants’ anticompetitive conduct; and for such other relief as is afforded under
`
`the antitrust laws of the United States for Defendants’ violations of Sections 1 and 3
`
`of the Sherman Act (15 U.S.C. §§ 1, 3).
`
`12. This Court has subject matter jurisdiction pursuant to 28 U.S.C. §§
`
`1331, 1337, and Sections 4 and 16 of the Clayton Act (15 U.S.C. §§ 15(a), 26).
`
`
`7
`Suspected anti-competitive conduct in relation to fragrances and fragrance
`ingredients (51257), CMA COMPETITION & MARKETS AUTHORITY (updated January
`17, 2024), https://www.gov.uk/cma-cases/suspected-anti-competitive-conduct-in-
`relation-to-fragrances-and-fragrance-ingredients-51257.
`
`5
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 9 of 102 PageID: 732
`
`
`
`13. Venue is proper in this District pursuant to Sections 4, 12, and 16 of the
`
`Clayton Act (28 U.S.C. §§ 15, 22, and 26), and pursuant to 28 U.S.C. § 1391(b), (c),
`
`and (d), because, at all times relevant to the Complaint, one or more of the
`
`Defendants resided, transacted business, was found, or had agents in this District.
`
`PARTIES
`
`Plaintiffs
`A.
`14. Plaintiff B & E Associates, Inc. (d/b/a Keystone Candle Company) is a
`
`Pennsylvania corporation with its principal place of business located at 7241 Paxton
`
`Street, Harrisburg, Pennsylvania 17111. During the Class Period, Plaintiff B & E
`
`Associates, Inc. directly purchased Fragrance Products from one or more
`
`Defendants.
`
`15. Plaintiff Cospro Development Corp. is a Pennsylvania corporation that
`
`manufacturers beauty products, hair-care products, and cosmetics. Cospro
`
`Development Corp. is headquartered at 105 Washington Avenue, Reading,
`
`Pennsylvania 19601. During the Class Period, Plaintiff Cospro Development Corp.
`
`directly purchased Fragrance Products from one or more Defendants.
`
`16. Plaintiff Demeter F.L., Inc. (d/b/a Demeter Fragrance Library) is a New
`
`York corporation that designs and sells a library of fragrances. Demeter F.L., Inc.
`
`is headquartered at 12 North Gate Road, Great Neck, New York 11023. During the
`
`6
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 10 of 102 PageID: 733
`
`
`
`Class Period, Plaintiff Demeter F.L., Inc. directly purchased Fragrance Products
`
`from one or more Defendants.
`
`17. Plaintiff Hanna’s Candle Company is an Arkansas company located at
`
`3655 South School Avenue, Fayetteville, Arkansas 72701. Hanna’s Candle
`
`Company is one of the largest candle companies in the United States and
`
`manufactures and sells candles, potpourri, air fresheners, and room sprays. During
`
`the Class Period, Plaintiff Hanna’s Candle Company directly purchased Fragrance
`
`Products from one or more Defendants.
`
`18. Plaintiff Our Own Candle Company, Inc. is a Pennsylvania corporation
`
`with its principal place of business located at 2779 North Road, Findley Lake, New
`
`York 14736. Our Own Candle Company, Inc. is engaged in the business of the
`
`manufacturing and sale of candles, soaps, fragrance oils, room sprays, aromatherapy,
`
`and related products. During the Class Period, Plaintiff Our Own Candle Company,
`
`Inc. directly purchased Fragrance Products from one or more Defendants.
`
`19. As a direct result of Defendants’ conspiracy alleged in this Complaint,
`
`each Plaintiff and the Class members suffered damages because they paid more for
`
`Fragrance Products than they would have in the absence of Defendants’ conspiracy.
`
`B.
`20.
`
`Defendants
`IFF Defendant. Defendant International Flavors & Fragrances Inc.
`
`(“IFF”) is a New York corporation that manufactures and sells flavors and
`
`7
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 11 of 102 PageID: 734
`
`
`
`fragrances. IFF maintains its principal place of business at 521 West 57th Street,
`
`New York, New York 10019. IFF is listed on the New York Stock Exchange under
`
`the ticker symbol IFF. During the Class Period, IFF manufactured and/or sold
`
`Fragrance Products to purchasers in the United States directly or through
`
`predecessors, affiliates, or subsidiaries.
`
`21. Givaudan Defendants.
`
` Defendant Givaudan SA is a Swiss
`
`corporation that manufactures and sells flavors and fragrances. Givaudan SA is
`
`headquartered at Chemin de la Parfumerie 5, 1214 Vernier, Switzerland. Givaudan
`
`SA is listed on the SIX Swiss Exchange under the ticker symbol GIVN. Givaudan
`
`SA has extensive operations throughout the United States, either directly or through
`
`its wholly-owned and controlled subsidiaries and affiliates. During the Class Period,
`
`Givaudan SA manufactured and/or sold Fragrance Products to purchasers in the
`
`United States and elsewhere, directly or through predecessors, affiliates, or
`
`subsidiaries.
`
`22. Defendant Givaudan Fragrances Corporation is a U.S. subsidiary of
`
`Givaudan SA incorporated under the laws of Delaware. Givaudan Fragrances
`
`Corporation maintains its principal place of business at 717 Ridgedale Avenue, East
`
`Hanover, New Jersey 7936. During the Class Period, Givaudan Fragrances
`
`Corporation manufactured and/or sold Fragrance Products to purchasers in the
`
`United States directly or through predecessors, affiliates, or subsidiaries. Givaudan
`
`8
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 12 of 102 PageID: 735
`
`
`
`SA controls Givaudan Fragrances Corporation both generally and with respect to the
`
`conduct of Givaudan Fragrances Corporation in furtherance of the unlawful acts
`
`alleged in this Complaint.
`
`23. Defendant Ungerer & Company, Inc. (“Ungerer”) is a Delaware
`
`corporation with its principal place of business located at 4 Ungerer Way, Lincoln,
`
`Park, New Jersey 07035. Ungerer and its related companies are U.S.-based
`
`fragrance developers and suppliers that focus predominantly on natural ingredients
`
`for fragrance and flavor creation, as well as for end customers of such specialties.8
`
`Givaudan SA acquired Ungerer in 2020, and since then has operated it as wholly-
`
`owned subsidiary.9 Since the acquisition, Givaudan SA has controlled Ungerer both
`
`generally and with respect to the conduct of Ungerer in furtherance of the unlawful
`
`acts alleged in this Complaint.
`
`24. Defendant Custom Essence LLC (“Custom Essence”) is a New Jersey
`
`corporation with its principal place of business located at 53 Veronica Ave.,
`
`Somerset, New Jersey 00873. Custom Essence specializes in the formulation of
`
`natural fragrance and creates perfumes for customers. Givaudan SA acquired
`
`Custom Essence in 2021, and since then has operated it as a wholly-owned
`
`
`8
`Givaudan completes acquisition of Ungerer, GIVAUDAN (Feb. 20, 2020),
`https://www.givaudan.com/media/media-releases/2020/givaudan-completes-
`acquisition-ungerer.
`9
`Id.
`
`9
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 13 of 102 PageID: 736
`
`
`
`subsidiary. Since the acquisition, Givaudan SA has controlled Custom Essence both
`
`generally and with respect to the conduct of Custom Essence in furtherance of the
`
`unlawful acts alleged in this Complaint. Givaudan SA, Givaudan Fragrances
`
`Corporation, Ungerer, and Custom Essence are collectively referred to as
`
`“Givaudan.”
`
`25. Firmenich Defendants. Defendant DSM-Firmenich AG is a Swiss
`
`corporation that manufactures and sells flavors and fragrances. DSM-Firmenich AG
`
`is headquartered at Wurmisweg 576 Kaiseraugst, AG 4303 Switzerland and is listed
`
`on the Euronext Amsterdam stock exchange under the ticker symbol DSFIR. DSM-
`
`Firmenich AG was created by the merger of DSM Group and Firmenich
`
`International SA, which was completed on May 8, 2023. DSM-Firmenich AG has
`
`extensive operations throughout the United States, either directly or through its
`
`wholly-owned and controlled subsidiaries and affiliates. During the Class Period,
`
`DSM-Firmenich AG manufactured and/or sold Fragrance Products to purchasers in
`
`the United States and elsewhere, directly or through predecessors, affiliates, or
`
`subsidiaries.
`
`26. Defendant Firmenich International SA is a Swiss corporation that
`
`manufactures and sells flavors and fragrances. Firmenich is headquartered at Rue
`
`de la Bergère 7, 1242 Satigny, Switzerland. Prior to its merger with DSM Group on
`
`May 8, 2023, Firmenich International SA had extensive operations throughout the
`
`10
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 14 of 102 PageID: 737
`
`
`
`United States, either directly or through its wholly-owned and controlled
`
`subsidiaries and affiliates. During the Class Period, Firmenich International SA
`
`manufactured and/or sold Fragrance Products to purchasers in the United States and
`
`elsewhere, directly or through predecessors, affiliates, or subsidiaries.
`
`27. Defendant Firmenich Inc. is a U.S. subsidiary of DSM-Firmenich AG
`
`incorporated under the laws of Delaware. Firmenich Inc. maintains its principal
`
`place of business at 250 Plainsboro Road, Plainsboro, New Jersey 08536. During
`
`the Class Period, Firmenich Inc. manufactured and/or sold Fragrance Products to
`
`purchasers in the United States, directly or through predecessors, affiliates, or
`
`subsidiaries. During the relevant period, Firmenich International SA and/or DSM-
`
`Firmenich AG have controlled Firmenich Inc. both generally and with respect to the
`
`conduct of Firmenich Inc. in furtherance of the unlawful acts alleged in this
`
`Complaint.
`
`28. Defendant Agilex Flavors & Fragrances, Inc. (“Agilex”) is a U.S.
`
`subsidiary of DSM-Firmenich AG incorporated under the laws of Delaware. Agilex
`
`maintains its principal place of business at 140 Centennial Avenue, Piscataway, New
`
`Jersey 08854. During the Class Period, Agilex manufactured and/or sold Fragrance
`
`Products to purchasers in the United States, directly or through predecessors,
`
`affiliates, or subsidiaries. Firmenich International SA announced that it had
`
`completed the acquisition of Agilex on July 11, 2017. On May 9, 2023, Agilex
`
`11
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 15 of 102 PageID: 738
`
`
`
`announced that its new parent entity would be DSM-Firmenich AG. Since the
`
`acquisition, Firmenich International SA and/or DSM-Firmenich AG have controlled
`
`Agilex both generally and with respect to the conduct of Agilex in furtherance of the
`
`unlawful acts alleged in this Complaint. DSM-Firmenich AG, Firmenich
`
`International SA, Firmenich Inc., and Agilex are collectively referred to as
`
`“Firmenich.”
`
`29. Symrise Defendants. Defendant Symrise AG is a German company
`
`that manufactures and sells flavors and fragrances. It was created in 2003 by the
`
`merger of Bayer subsidiary Haarmann & Reimer and Dragoco, both of which were
`
`based in Holzminden, Germany. Symrise AG maintains a principal place of business
`
`at Mühlenfeldstraße 1, 37603 Holzminden, Germany. Symrise AG states that “Our
`
`Corporate Center is located in Holzminden, Germany. Key corporate functions such
`
`as governance and control, communications and administration are located here.”10
`
`Symrise AG has extensive operations throughout the United States, either directly
`
`or through its wholly-owned and controlled subsidiaries and affiliates. During the
`
`Class Period, Symrise AG manufactured and/or sold Fragrance Products to
`
`purchasers in the United States and elsewhere, directly or through predecessors,
`
`affiliates, or subsidiaries.
`
`
`https://www.symrise.com/our-
`Page,
`Locations
`10
`Symrise, Global
`company/global-locations/ (last visited Jan. 9, 2024).
`
`12
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 16 of 102 PageID: 739
`
`
`
`30. Defendant Symrise Inc. is a U.S. subsidiary of Symrise AG
`
`incorporated under the laws of New Jersey. Symrise Inc. maintains its principal
`
`place of business at 300 North Street, Teterboro, New Jersey 07608. During the
`
`Class Period, Symrise Inc. manufactured and/or sold Fragrance Products to
`
`purchasers in the United States, directly or through predecessors, affiliates, or
`
`subsidiaries. Symrise AG controls Symrise Inc. both generally and with respect to
`
`the conduct of Symrise Inc. in furtherance of the unlawful acts alleged in this
`
`Complaint.
`
`31. Defendant Symrise US LLC is a subsidiary of Symrise AG, and is
`
`headquartered in Teterboro New Jersey, with offices located at 300 North Street,
`
`Teterboro, New Jersey 07608. Symrise US LLC is a limited liability company
`
`organized and existing under the laws of the State of Delaware. Symrise US LLC
`
`transacts or has transacted business in this District, and is engaged in the
`
`development, manufacture, and sale of flavors and fragrances. Symrise AG controls
`
`Symrise US LLC both generally and with respect to the conduct of Symrise US LLC
`
`in furtherance of the unlawful acts alleged in this Complaint. Symrise AG, Symrise
`
`Inc., and Symrise US LLC are collectively referred to as “Symrise.”
`
`32. Each of the entities within a corporate family carried out the business
`
`of manufacturing, distributing, marketing, and/or selling Fragrance Products in
`
`coordination with their parents, subsidiaries, siblings, and related entities.
`
`13
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 17 of 102 PageID: 740
`
`
`
`Agents and Co-Conspirators
`C.
`33. The acts alleged against the Defendants in this Complaint were
`
`authorized, ordered, or done by their officers, agents, employees, or representatives,
`
`while actively engaged in the management and operation of Defendants’ businesses
`
`or affairs.
`
`34. Various persons and/or firms not named as Defendants herein may have
`
`participated as co-conspirators in the violations alleged herein and may have
`
`performed acts and made statements in furtherance thereof.
`
`35. Each Defendant acted as the principal, agent, or joint venture of, or for,
`
`other Defendants with respect to the acts, violations, and common course of conduct
`
`alleged by Plaintiffs.
`
`FACTUAL ALLEGATIONS
`The Fragrance Industry
`A.
`36. A product’s scent helps establish a positive and familiar olfactory
`
`response to the product. Smells are also linked to a product’s functional use. For
`
`example, lemon or other citrus scents are often associated with cleanliness, and mint
`
`with freshness. Scents can also convey status; the smell of leather may signify
`
`luxury or richness. Research shows that most consumers “consider scent an essential
`
`14
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 18 of 102 PageID: 741
`
`
`
`and necessary component of everyday household products.”11 Indeed, the CEO of
`
`IFF’s Scent division, Nicolas Mirzayantz, stated that “scent continues to be the #1
`
`attribute driving purchase intent and even more importantly, the purchase repeat
`
`factor.”12
`
`37. Consumer goods get their scents from fragrances. Broadly speaking, a
`
`fragrance is a chemical mixture that has a smell or odor.13 Fragrances are derived
`
`from ingredients (natural or synthetic) and/or compounds. The role of a fragrance
`
`is to impart a pleasant odor to the finished product and deliver a pleasant experience
`
`to the end user. Fragrances are also used to disguise disfavored smells in the product,
`
`such that even products labelled as “unscented” may contain fragrances to mask the
`
`unpleasant smell of other ingredients, without giving the product a distinct scent.
`
`38. Manufacturers of consumer goods, like Plaintiffs and the Class,
`
`generally do not produce their own fragrances. Instead, they purchase fragrance
`
`ingredients and fragrance compounds from fragrance manufacturers, principally
`
`
`11
`Rachel S. Herz et al., A Three-Factor Benefits Framework for Understanding
`Consumer Preference for Scented Household Products: Psychological Interactions
`and Implications for Future Development, Cogn. Research 7, 28 (April 1, 2022),
`https://cognitiveresearchjournal.springeropen.com/articles/10.1186/s41235-022-
`00378-6.
`12
`International Flavor & Fragrances Inc. Scent Learning Lab, Edited Transcript
`of conference call or presentation from April 5, 2021.
`13
`IFRA, What
`is a Fragrance?, https://ifrafragrance.org/fragrance-and-
`you/what-is-a-fragrance (last visited Jan. 9, 2024).
`
`15
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 19 of 102 PageID: 742
`
`
`
`Defendants, for incorporation into various consumer products. Defendants, in turn,
`
`source their raw materials further upstream.
`
`The Production of Fragrances
`1.
`39. The fragrance industry can be broken down into three segments. First,
`
`there are the upstream suppliers of the raw materials used in the production of
`
`fragrances. As described in greater detail below, these raw materials include both
`
`natural and synthetic materials. Next, there are the manufacturers of fragrances,
`
`including Defendants, who use the raw materials to create fragrance ingredients and,
`
`as described in greater detail below, blend those fragrance ingredients into fragrance
`
`compounds. Finally, the downstream part of the industry consists of the producers
`
`of various consumer products that embody the fragrance ingredients and
`
`compounds. As discussed in greater detail below, these products generally fall into
`
`four distinct categories – fine fragrances (perfumes and colognes); fabric care
`
`(laundry detergents, fabric softeners, and specialty laundry products); home care
`
`(household cleaners, dishwashing detergents, and air fresheners); and body care
`
`(personal wash, hair care, and toiletries products).14
`
`
`14
`International Flavors & Fragrances Inc., 2021 Annual Report (Form 10-K),
`at 4 (Feb. 28, 2022).
`
`16
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 20 of 102 PageID: 743
`
`
`
`40. The following chart from a report by the industry trade association
`
`International Fragrance Association illustrates the three parts of the market: 15
`
`
`
`Upstream Suppliers
`a.
`41. Starting in the upstream part of the industry, companies produce the
`
`
`
`raw materials for fragrances. These raw material derive from both natural and
`
`synthetic sources. Natural raw materials are extracted from natural sources, such as
`
`plants, trees, or animals, by physical or biotechnological procedures.
`
`42. Synthetic raw materials are created in a lab and manufactured on an
`
`industrial scale. More than 95% of the chemicals in synthetic fragrances are derived
`
`
`15
`The Value of Fragrance, A Socio-Economic Contribution Study for the Global
`Fragrance Industry, 11, IFRA (June 2019), https://ifrafragrance.org/docs/default-
`source/policy-documents/pwc-value-of-fragrance-report-2019.pdf?sfvrsn=b3d049c
`8_0#page=13.
`
`17
`
`

`

`Case 2:23-cv-02174-WJM-JSA Document 107 Filed 02/05/24 Page 21 of 102 PageID: 744
`
`
`
`from petrochemicals, such as phthalates, synthetic musks, parabens, and benzene
`
`derivatives.16
`
`Fragrance Ingredient and Compound Production
`b.
`43. Defendants source natural and synthetic raw materials for their
`
`fragrance businesses. Within their business, Defendants make and sell both
`
`“fragrance ingredients” and “fragrance compounds” (collectively, “Fragrance
`
`Products”). Defendants thus occupy a critical point of the supply chain, producing
`
`fragrances that are essential to many consumer products.
`
`44. A fragrance ingredient is any basic substance used for its odor
`
`properties or malodor coverage as a component of a fragrance mixture, which can
`
`be natural or synthetic. Per Defendant IFF’s 2021 Annual Report, “[f]ragrance
`
`ingredients are natural and synthetic, and active and functional ingredients that are
`
`used internally and sold to third parties, including competitors, for use in the
`
`preparation of compounds.”17
`
`45. Using natural raw materials, fragrance manufacturers use various
`
`methods to extract the aromatics to create “natural” fragrance ingredients. The name
`
`for a specific natural fragrance ingredient stems from a combination of the raw
`
`
`(May 14, 2020),
`16
`Synthetic Fragrances, UP FRONT COSMETICS
`https://upfrontcosmetics.ca/blogs/be-upfront/synthetic-fragrances.