1310087

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Edith Ramirez, Chairwoman

Julie Brill

Maureen K. Ohlhausen

Joshua D. Wright

In the Matter of

Ardagh Group S.A, a public limited liability

company,

and

Saint-Gobain Containers, Inc., a corporation,

and

Compagnie de Saint-Gobain, a corporation.

Docket No. 9356

PROVISIONALLY

REDACTED PUBLIC 

VERSION

COMPLAINT

Pursuant to the provisions of the Federal Trade Commission Act, and by virtue of the 

authority vested in it by said Act, the Federal Trade Commission (the “Commission”), having 

reason to believe that Respondent Ardagh Group S.A. (“Ardagh”) and Respondent Compagnie 

de Saint-Gobain have executed an agreement and plan of merger in violation of Section 5 of the 

Federal Trade Commission Act (“FTC Act”), 15 U.S.C. § 45, and which if consummated would 

violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and it appearing to the 

Commission that a proceeding by it in respect thereof would be in the public interest, hereby

issues its complaint pursuant to Section 11(b) of the Clayton Act, 15 U.S.C. § 21(b), and Section

5(b) of the Federal Trade Commission Act, 15 U.S.C. § 45(b), stating its charges as follows:

I.

NATURE OF THE CASE

1. Each year, Americans use more than 18 billion glass beer and spirits containers. Three

manufacturers produce the overwhelming majority of these glass containers: Ardagh,

Saint-Gobain Containers, Inc. (“Saint-Gobain”), and Owens-Illinois, Inc. (“O-I”).

Together, these “Three Majors” dominate the approximately $5 billion U.S. glass

container industry.
2. Ardagh’s proposed $1.7 billion acquisition of Saint-Gobain (the “Acquisition”) would 

combine the second- and third-largest U.S. glass container manufacturers, resulting in an 

effective duopoly. Ardagh and O-I would control the lion’s share of the markets for glass 

containers sold to beer and glass containers sold to spirits customers. The merging 

parties’ own business documents suggest that the Acquisition would result in a duopoly 

controlling more than of the sales of glass containers to beer customers (“Brewers”) 

and spirits customers (“Distillers”) in the United States. The market shares presented in 

these relevant markets easily exceed the market concentration levels presumed likely to 

result in anticompetitive effects under the Federal Trade Commission and U.S. 

Department of Justice Horizontal Merger Guidelines (“Merger Guidelines”) and under 

the case law. 

3. The Acquisition would substantially lessen competition by dramatically increasing the 

ease and likelihood of coordination between the only two remaining major glass 

container manufacturers and by eliminating head-to-head competition between Ardagh 

and Saint-Gobain that to date has helped lower prices for customers. The result will be 

higher prices, lower availability, and less innovation. 

4. New entry into the relevant markets will not prevent the Acquisition’s anticompetitive 

effects. Glass container plants are expensive to build, costing at least $150 million. 

Construction is also time-consuming and subject to significant regulatory hurdles. 

Expansion by fringe manufacturers is also difficult and unlikely because the remaining 

firms in the marketplace are substantially smaller than the major manufacturers, with no 

fringe firm operating more than one dedicated glass container plant. Finally,

Respondents cannot show cognizable efficiencies that would outweigh the competitive 

harm that the Acquisition will cause. 

II.

JURISDICTION

5. Respondents Ardagh, Compagnie de Saint-Gobain, and Saint-Gobain are, and at all 

relevant times have been, engaged in commerce or in activities affecting commerce, 

within the meaning of the Clayton Act. The Acquisition constitutes an acquisition under 

Section 7 of the Clayton Act. 

III.

RESPONDENTS

6. Respondent Ardagh is a corporation existing and doing business under and by virtue of 

the laws of Luxembourg, with its office and principal place of business located at 56, rue 

Charles Martel, Luxembourg. Ardagh is a global leader in glass and metal packaging 

solutions with global sales of approximately $4.8 billion. Ardagh owns nine glass

container plants located in seven U.S. states. In 2012, Ardagh achieved U.S. glass 

container sales of . of these sales were made to Brewers and 

million were made to Distillers. Presently, Ardagh is the third-largest glass 
container manufacturer in the United States overall, the third-largest glass container 

manufacturer for Brewers, and the second-largest for Distillers.

7. Respondent Compagnie de Saint-Gobain is a corporation existing and doing business 

under and by virtue of the laws of France, with its office and principal place of business 

located at “Les Miroirs,” 18 avenue d’Alsace, Courbevoie, France. Compagnie de SaintGobain operates a number of industrial manufacturing businesses, including 

manufacturing glass containers. Its U.S. glass container business, Saint-Gobain, operates 

under the name “Verallia North America” or “VNA.” Saint-Gobain operates 13 glass 

container plants in 11 U.S. states. In 2012, Saint-Gobain achieved U.S. sales of 

. of these sales were made to Brewers and were made 

to Distillers. Presently, Saint-Gobain is the second-largest glass container manufacturer 

in the United States overall, the second-largest glass container manufacturer to Brewers,

and the third-largest to Distillers.

IV.

THE ACQUISITION

8. Pursuant to a Share Purchase Agreement entered into between Ardagh and Compagnie de 

Saint-Gobain on January 17, 2013, Ardagh proposes to acquire all the voting securities of 

Saint-Gobain for approximately $1.7 billion. 

V.

BACKGROUND

A.

Glass Containers 

9. Glass container manufacturers produce beverage and food containers in a variety of 

shapes and sizes for beer, spirits, non-alcoholic beverages, ready-to-drink alcoholic 

beverages, and various food products. In 2011, sales to Brewers represented 

approximately 58% of U.S. glass container shipments and sales to Distillers represented 

approximately 4%. 

10. Glass containers have certain attributes that are prized by Brewers and Distillers who 

package their products in glass. Among other features, glass:

x Protects beer and spirits by guarding against oxygen invasion for a longer shelf 

life; 

x Maintains the true taste of the beer or spirits; 

x Is chemically inert and does not leach chemicals into the beer and spirits; 

x Is 100% recyclable;
x Promotes a premium or distinctive brand image; and

x Enables Brewers and Distillers to associate the quality appearance of the glass 

with their product identity. 

11. Other categories of glass, such as flat window glass, table glass (e.g., drinking glasses 

and kitchenware), and specialty pharmaceutical or industrial glass are manufactured 

differently than glass containers. Respondents do not make or sell these other types of 

glass. 

B.

Market Structure

12. The approximately $5 billion glass container industry in the United States is dominated 

by the Three Majors: O-I, Saint-Gobain, and Ardagh. Presently, O-I is the largest U.S. 

producer of glass containers, operating 17 plants in the country, plus two in Canada. 

Saint-Gobain is the second-largest glass container producer with 13 plants, and Ardagh is 

the third-largest with 9 plants. 

13. Ardagh entered the U.S. glass container industry in 2012 with two acquisitions. First, 

Ardagh bought Leone Industries, a small, single-plant glass container producer in 

Bridgeton, New Jersey. Shortly thereafter, it bought Anchor Glass Container Corporation 

(“Anchor”), the longstanding, third-largest glass container producer in the United States.

Ardagh’s proposed acquisition of Saint-Gobain would be its third glass container 

acquisition in the United States in less than two years, and, in its own words, will make

Ardagh the largest glass producer in the country. 

14. Beyond the Three Majors, there is a fringe of glass manufacturers each with only a 

single-plant dedicated to glass containers in the United States, including the independent 

glass-makers Arkansas Glass, Piramal, Anchor Hocking, Bennu Glass, and Gerresheimer 

Glass. Of these, only three make glass containers for Distillers and only two make any 

type of glass containers for Brewers. These sales are extremely limited.

15. Three beverage companies, E. & J. Gallo Winery (through Gallo Glass Company), 

Anheuser-Busch InBev (through Longhorn Glass Corporation), and MillerCoors (through 

Rocky Mountain Bottle Company, a joint venture with O-I) operate single-plant glass 

container manufacturing facilities. Gallo manufactures mostly wine bottles and a small 

number of glass containers for its own spirits products. Brewers Anheuser-Busch InBev 

and MillerCoors do not have any external sales of the glass containers that they produce. 

16. Two Mexican manufacturers, Vitro and Fevisa, currently export a small amount of glass 

containers to the United States. The U.S. fringe, self-suppliers, and Mexican firms have a 

limited impact on competition in the relevant markets, servicing limited regions and 

portions of demand from Brewers and Distillers.
VI.

INDUSTRY BACKGROUND: MARKET CONSOLIDATION

17. The U.S. glass container industry has changed dramatically over the past thirty years, as

manufacturers have consolidated and shed excess capacity. In 1983, there were 

approximately 121 glass container plants run by 23 different manufacturers, 19 of which 

operated more than one plant in the United States. During the 1980s and 1990s, a series 

of mergers reduced the number of competitors. Today, there are only 47 glass container 

plants, and only the Three Majors operate more than one dedicated glass container plant. 

[Note: Anchor Glass is now Ardagh and Glenshaw is now Kelman and is not currently 

operational]. 

18. In the years past, mainly before the mid-2000s, when there was excess capacity in the 

market, the Three Majors competed particularly vigorously against each other. To keep 

their plants fully loaded, the Three Majors prioritized glass container sales volume over 

prices. The Respondents refer to this period as one of or 

Their efforts to fill excess capacity and the resulting price competition led to 

lower margins for the Three Majors and lower prices for their customers. 
19. 

ors pursumg 

a over strategy to as over volume" or "margin before 

volume"). The Three Majors recognized that this shared approach would help keep 

indust:Iy capacity in close balance with demand, help maintain pricing policies, and 

table retmns. As a entation to 'stop executives explains, 

20. While rationalizing capacity and announcing a focus on profitability, the Three Majors 

began demanding cost pass-through provisions in their cont:I·acts and implementing 

surcharges to protect themselves from cost increases. Meanwhile, the Three Majors 

successfully shielded themselves from increases in raw materials, energy, labor, natural 

gas, and fuel costs, which were passed on to customers. At the same time, the Three 

Majors recognized the advantages of keeping indust:Iy supply tight, which maximized 

their own leverage with customers. To avoid excess capacity, they closed down glass 

container plants and idled fiunaces. As demonst:I·ated in this chart prepared in 2012 for 

Ardagh contemplating this ve1y Acquisition, the combination of these t\vo strategies led 

to higher margins for glass container manufactm·ers and higher prices for customers. 

21. Despite the Three Majors' recognition of mutually beneficial behavior, glass container 

buyers continue to pit 0 -1, Saint-Gobain, and Ardagh against each other to obtain better 

prices. For example, in 2013, a Saint-Gobain distTibutor reported that it was a -

when one of its major Brewers switched to in to a l % price increase, 

and wamed Saint-Gobain to Similarly, in August 2011, 

the CEO of Anchor America) wrote that it 

after one of Ardagh's liquor customers 
VII.

THE RELEVANT PRODUCT MARKETS

22. The relevant product markets in which to analyze the Acquisition’s effects are: (1) the 

manufacture and sale of glass containers to Brewers; and (2) the manufacture and sale of 

glass containers to Distillers. This is appropriate because, as described in the Merger 

Guidelines, prices are individually negotiated in this industry and customers cannot 

engage in arbitrage. 

23. Together, beer and spirits are an important driver for U.S. glass container demand and 

represent more than 60% of the glass container usage in this country. Brewers purchase 

over $2 billion in glass containers annually to meet consumer demand for beer in glass

bottles. Non-glass packaging materials, such as aluminum cans or plastic containers, are 

not in this relevant product market because not enough Brewers would switch to such 

products to make a small but significant and non-transitory increase in the price 

(“SSNIP”) of glass containers to Brewers unprofitable for a hypothetical monopolist.

24. Brewers and Distillers do not view other packaging materials as interchangeable for glass 

containers because of commercial constraints, such as consumer preferences and brand 

identity. The existence of other packaging materials has not prevented the Three Majors 

from shifting cost increases to Brewers and Distillers and raising prices in recent years. 

Indeed, glass container prices have increased substantially more than plastic containers

and aluminum cans. 

25. Aluminum cans and plastic containers are already significantly less expensive than sizeequivalent glass containers, yet Brewers continue to purchase glass containers. Many 

Brewers sell beer in both aluminum cans and glass bottles, and view these two forms of 

packaging as complementary to each other, not as substitutes. Despite the presence of 

aluminum cans, Respondents forecast demand for glass bottles for beer as stable for the 

two largest Brewers and growing for craft Brewers. 

26. Distillers purchase more than $500 million in glass containers to package and promote 

their spirits products. Non-glass packaging materials, such as plastic containers, are not 

in this relevant product market because not enough spirits customers would switch to 

non-glass packaging materials to make a SSNIP in glass containers to spirits customers 

unprofitable for a hypothetical monopolist.

27. Distillers who package their products in glass containers rely on competition among glass 

container manufacturers, not plastic suppliers, to obtain favorable pricing. In instances

where spirits manufacturers decide to package their products in plastic – mainly in the 

sub-premium brands, small container sizes, and bulk sizes – there is little that glass 

manufacturers can do to prevent these customers from switching to plastic containers. In 

other words, a customer’s decision to convert spirits products from glass packaging to 

plastic packaging are not typically driven by price competition. Moreover, once a 

customer converts to plastic, they very rarely return to packaging in glass.
28. Head-to-head competition between glass containers and other types of packaging is rare. 

Brewers and Distillers compete glass container manufacturers against each other to 

obtain favorable pricing and commercial terms. While other packaging materials can 

functionally be used to package beer and spirits, these other packaging materials, 

primarily aluminum cans for beer and plastic for spirits, lack a close price relationship 

with glass containers. Quite simply, other types of packaging do not constrain Ardagh 

and Saint-Gobain to the same degree as glass container competition. Indeed, as Ardagh 

itself described in its bond offering memorandum raising money to acquire Anchor: “We 

are subject to intense competition from other glass container producers against whom we 

compete on the basis of price, quality, customer service, reliability of delivery and 

marketing.” Ardagh distinguished this direct competition with its glass-making rivals by

describing that it competes “indirectly” with other forms of rigid packaging, such as 

plastic and metal. The absence of plastic and metal competition is particularly acute in 

the relevant product markets. 

29. The Respondents’ own assessment of competition shows why products other than glass 

containers are not in the relevant markets. In their business documents, Saint-Gobain and 

Ardagh routinely identify each other and O-I as their most consistent and direct 

competitive constraints. Respondents’ own documents focus on competition from each 

other and O-I when analyzing sales to Brewers and Distillers. Respondents identify their 

competition as the other glass container manufacturers and discuss business strategies for 

glass container sales. Ardagh and Saint-Gobain calculate their sales volumes and 

revenues relative to each other and O-I. For example, in a recent presentation to 

, Ardagh explained its “North American Glass Expansion” would make 

Ardagh the “#1 Player [with a] 49% Market Share.” 

VIII.

THE RELEVANT GEOGRAPHIC MARKET

30. The relevant geographic market in which to analyze the competitive effects of this 

Acquisition is no broader than the United States. All Three Majors have manufacturing 

plants throughout the United States that enable them to compete on a nationwide basis. 

There are limited imports of glass containers to the United States, because of high freight 

costs, logistical and supply chain risks, and customer perceptions of inferior quality. 

Imports are thus unlikely to defeat a small but significant and non-transitory increase in 

price by a hypothetical monopolist of glass containers manufactured and sold to Brewers 

and Distillers in the United States.

IX.

MARKET CONCENTRATION AND THE ACQUISITION’S 

PRESUMPTIVE ILLEGALITY

31. The glass container industry in the United States will be highly concentrated after the 

Acquisition. The Merger Guidelines measure concentration using the HerfindahlHirschman Index (“HHI”). Under that test, a merger is presumed likely to create or 
Total 

enhance market power (and presumptively illegal) when the post-merger HHI exceeds 

2,500 and the merger increases the HHI by more than 200 points. Here, both markets' 

post-merger HHI well exceeds 2,500, and the Acquisition increases concentration in the 

sale of glass containers sold to Brewers by 781 points, and 1,069.3 for the sale of glass 

containers to Distillers. 

Company 

Company Share 

Pre-Merger HHI = 2,884.8 

Post-Merger HHI = 3,665.8 

Increase = 781 

Share HHI 

Pre-Merger = 2,179.8 

Post-Merger HHI = 3,249.1 

Increase= 1 69.3 
X.

ANTICOMPETITIVE EFFECTS

A.

The Acquisition Will Likely Lead To Anticompetitive Coordination.

32. The glass container markets for beer and spirits have many features that increase the 

likelihood of post-Acquisition coordination, including low demand growth, tight

capacity, stable market shares, and high barriers to entry. The Three Majors already 

obtain a wealth of information about the markets and each other, including plant-by-plant 

production capabilities, profitability, the identities of each other’s customers, and details 

regarding each other’s contracts and negotiations with customers. Customers, industry 

analysts, public statements, and distributors all serve as conduits for market information.

33. After the Acquisition, with only two major glass container manufacturers left, it will 

become substantially easier for the remaining two majors to coordinate with one another 

on price and non-price terms to achieve supracompetitive prices or other anticompetitive 

outcomes. 

34. All Three Majors recognize their mutual interdependence and aligned incentives today. 

They have reduced capacity, either by closing plants or idling furnaces, to rationalize 

industry supply so as not to exceed customer demand. The Three Majors share an 

and have embraced a “price over volume” or 

“margin over volume” strategy of cutting capacity, boosting price, and shifting input cost 

volatility to the customers. Indeed, Saint-Gobain repeatedly referred to its strategy of 

“margin over volume” as its O-I is the only one of the 

Three Majors that is publicly traded and Ardagh and Saint-Gobain closely follow O-I’s 

financial reports and public strategy statements. 

35. Not only do the Three Majors pay close attention to each other’s public statements but 

their executives often obtain non-public information through third parties. For example, 

in 2009, Anchor requested a call with a key industry analyst. After the call, in which 

Anchor’s CEO, CFO, and a board member participated, the industry analyst wrote back,

“I will let you know what I hear back from St. Gobain when I hear from them.” Three 

days later, Anchor’s CEO responded: 

We hope that our view confirms your thoughts regarding the industry 

leader’s efforts on enhanced performance. We continue to desire to play 

the role as the rational #3 glass provider in NA, support customers where 

there is a strong geographic alignment logistically, and focus our assets to 

support improved value rather than just volume. 

We believe our curtailment efforts on capacity and balancing 

capacity/demand/ inventory are very consistent with what has been 

pursued by the leader as well.
The industry analyst later responded with infmmation he had leamed from discussions 

with 0-I: 

I was chatting with OI recently and they are optimistic about the outlook 

for a recovery in glass volmnes, but probably not until2010 ... In the US, 

they anticipate achieving some price success with their 2 big customers at 

the end of this year, but they seemed (in my opinion) to have backed off a 

bit of the bullishness they had a few quarters ago regarding timing and 

absolute level of increase. They do feel that supply/demand is being well 

managed in the US, but given the volume tr·ends thus far in 2009 they 

seem a little concemed (in my view) on whether they will be able to get 

the big step up in price they (and investors) wanted ... Reading between 

the lines a little, it seems to me they are a little concemed about losing 

some volmne to competitors. 

36. This merger to duopoly would greatly increase the likelihood and risk of coordination. 

For example, to on craft Brewer Saint-Gobain advised its sales 

committee to 

B. 

The Acquisition Will Eliminate Direct Competition 

Between Ardagh and Saint-Gobain. 

37. The Acquisition would eliminate head-to-head competition between the second- and 

third-largest U.S. glass container manufactmers in the relevant product markets. Brewers 

and Distillers have reaped substantial benefits from Respondents' rivahy, which would 

be immediately extinguished by The Acquisition. 

38. Direct competition between Ardagh and Saint-Gobain has led to lower for 

customers. For example, in 2012, Anchor lowered its prices to 

to competition from Saint-Gobain. Another craft brewer, was to obtain more 

favorable by competing Saint-Gobain and Anchor each other. A spirits 

customer,- , also used the threat of switching from Saint-Gobain to Anchor to get 

better prices on its glass bottles. 

39. Respondents' ordinmy-comse business docmnents confum that they lmderstand 

competition from each other to constrain price increases. For example, in a 2011 email, 

the Vice President of Sales for Anchor wrote about · its 

ICe 

another beer customer: 

40. Ardagh and Saint-Gobain have also competed directly to offer customers more 

innovative products and bett.er service. For example, in 2012, a customer invited Ardagh 
41. 

and Saint-Gobain to submit prototypes for an innovative glass beer bottle. Both fums 

submitted proposals before Saint-Gobain won the business. At another Brewer, 

competition from Saint-Gobain prompted Ardagh to offer lighter weight glass bottles. 

an capacity IS 

•. ~ ....... ,,v~ rates are at maximum capacity, such plant closures or idling 

fumaces are likely to result in overall output reductions. 

XI. 

ENTRY BARRIERS 

42. Effective entry or expansion into the relevant markets would neither be timely, likely, or 

sufficient to counteract the Acquisition's likely anticompetitive effects. The baniers 

facing potential entrants include the large capital investment necessruy to build a glass 

plant, the need to obtain environmental petmits, the high fixed costs of operating a glass 

plant, existing long-term contracts that foreclose much of the market, the need for 

specific manufacturing knowledge that is not easily transfened from other industries, and 

the molding technologies and extensive mold libraries already in place at existing 

manufacturers. 

XII. 

EFFICIENCIES 

43. Extraordinarily great merger-specific efficiencies would be necessruy to justify the 

Acquisition in light of its vast potential to hatm competition. Nearly all of Ardagh's 

alleged efficiencies are either speculative, tmverifiable, or not merger-specific. 

Respondents cannot show cognizable efficiencies that would outweigh the competitive 

hrum that the Acquisition will cause. 

VIOLATIONS 

Count 1: Illegal Agreement 

44. The allegations contained in Paragraphs 1-43 ru·e incorporated by reference as though 

fully set fmih. 

45. The agreement and plan of merger constitutes an unfair method of competition in 

violation of Section 5 ofthe FTC Act, as amended, 15 U.S.C. § 45. 
Count II: Illegal Acquisition

46. The allegations contained in Paragraphs 1-43 are incorporated by reference as though 

fully set forth.

47. The Acquisition, if consummated, may substantially lessen competition in violation of 

Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and is an unfair method of 

competition in violation of Section 5 of the Federal Trade Commission Act, as amended, 

15 U.S.C. § 45. 

NOTICE

Notice is hereby given to the Respondents that the second day of December, 2013, at

10:00 a.m. is hereby fixed as the time, and the Federal Trade Commission offices at 600

Pennsylvania Avenue, N.W., Room 532, Washington, D.C. 20580, as the place when and where 

an evidentiary hearing will be had before an Administrative Law Judge of the Federal Trade 

Commission, on the charges set forth in this complaint, at which time and place you will have 

the right under the Federal Trade Commission Act and the Clayton Act to appear and show cause 

why an order should not be entered requiring you to cease and desist from the violations of law 

charged in the complaint. 

You are notified that the opportunity is afforded you to file with the Commission an answer 

to this complaint on or before the fourteenth (14th) day after service of it upon you. An answer 

in which the allegations of the complaint are contested shall contain a concise statement of the 

facts constituting each ground of defense; and specific admission, denial, or explanation of each 

fact alleged in the complaint or, if you are without knowledge thereof, a statement to that effect. 

Allegations of the complaint not thus answered shall be deemed to have been admitted.

If you elect not to contest the allegations of fact set forth in the complaint, the answer shall 

consist of a statement that you admit all of the material facts to be true. Such an answer shall 

constitute a waiver of hearings as to the facts alleged in the complaint and, together with the 

complaint, will provide a record basis on which the Commission shall issue a final decision 

containing appropriate findings and conclusions and a final order disposing of the proceeding. In 

such answer, you may, however, reserve the right to submit proposed findings and conclusions 

under Rule 3.46 of the Commission's Rules of Practice for Adjudicative Proceedings.

Failure to file an answer within the time above provided shall be deemed to constitute a 

waiver of your right to appear and to contest the allegations of the complaint and shall authorize 

the Commission, without further notice to you, to find the facts to be as alleged in the complaint 

and to enter a final decision containing appropriate findings and conclusions, and a final order 

disposing of the proceeding.

The Administrative Law Judge shall hold a prehearing scheduling conference not later than 

ten (10) days after the Respondents file their answers. Unless otherwise directed by the 

Administrative Law Judge, the scheduling conference and further proceedings will take place at 

the Federal Trade Commission, 600 Pennsylvania Avenue, N.W., Room 532, Washington, D.C. 

20580. Rule 3.21(a) requires a meeting of the parties' counsel as early as practicable before the 
pre-hearing scheduling conference (but in any event no later than five (5) days after the 

Respondents file their answers). Rule 3.31 (b) obligates counsel for each party, within five (5) 

days of receiving the Respondents' answers, to make certain initial disclosures without awaiting 

a discovery request. 

NOTICE OF CONTEMPLATED RELIEF 

Should the Commission conclude from the record developed in any adjudicative proceedings 

in this matter that the Acquisition challenged in this proceeding violates Section 7 of the Clayton 

Act, as amended, or Section 5 of the FTC Act, as amended, the Commission may order such 

relief against Respondents as is supported by the record and is necessary and appropriate, 

including, but not limited to: 

1. If the Acquisition is consummated, divestiture or reconstitution of all associated and 

necessary assets, in a manner that restores two or more distinct and separate, viable 

and independent businesses in the relevant markets, with the ability to offer such 

products and services as Ardagh and Saint-Gobain were offering and planning to 

offer prior to the Acquisition. 

2. A prohibition against any transaction between Ardagh and Saint-Gobain that 

combines their businesses in the relevant markets, except as may be approved by the 

Commission. 

3. A requirement that, for a period of time, respondents provide prior notice to the 

Commission of acquisitions, mergers, consolidations, or any other combinations of their 

businesses in the relevant markets with any other company operating in the relevant 

markets. 

4. A requirement to file periodic compliance reports with the Commission. 

5. Any other relief appropriate to correct or remedy the anticompetiti ve effects of the 

transaction or restore Saint-Gobain as a viable, independent competitor in the relevant 

markets. 

IN WITNESS WHEREOF, the Federal Trade Commission has caused this complaint 

to be signed by its Secretary and its official seal to be hereto affixed, at Washington, D.C., this 

twenty-eighth day of June, 2013. 

By the Comm!ssion, Commissioner Wright dissenting. 

~JJPL Secretary 

SEAL 

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