UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSI 

OFFICE OF THE ADMINISTRATIVE LAW JUD 

In the Matter of 

Ardagh Group S.A, a public limited liability Docket No. 9356 

company, 

and 

Saint-Gobain Containers, Inc., a corporation, 

and 

Compagnie de Saint-Gobain, a corporation. 

ANSWER AND DEFENSES OF RESPONDENTS SAINT-GOBAIN 

CONTAINERS, INC. AND COMPAGNIE DE SAINT -GOBAIN 

Pursuant to Federal Trade Commission ("Commission") Rule ofProcedure 3.12, 

Respondents Saint-Gobain Containers, Inc. and Compagnie de Saint-Gobain 

(together, "Saint-Gobain"), by their undersigned counsel, submit this Answer in response 

to the Complaint filed in this matter. 

The Commission's un-numbered introductory paragraph contains only legal 

conclusions to which no response is required. To the extent a response is required, SaintGobain denies the averments ofthe introductory paragraph. 

ANSWER TO ~1. 

Saint-Gobain denies the averments ofparagraph 1, except admits that SaintGobain Containers, Irtc., Ardagh Group S.A. ("Ardagh"), and Owens-Illinois, Inc. ("0­

I") produce glass containers in the United States. 
PUBLIC 


ANSWER TO ,2. 

Saint-Gobain denies the averments ofparagraph 2, and refers to the business 

documents ofthe merging parties referenced in the third sentence ofparagraph 2 for a 

complete and accurate description oftheir contents. 

ANSWER TO ,3. 

Saint-Gobain denies the averments ofparagraph 3. 

ANSWER TO ,4. 

Saint-Gobain denies the averments ofparagraph 4, except admits that glass 

container plants may cost approximately $150 million to build, although that amount can 

vary according to the size and type ofthe plant, and that regulatory approvals are required 

in order to build glass container plants. 

ANSWER TO ,5. 

The averments ofparagraph 5 are legal conclusions to which no response is 

required. To the extent a response is required, Saint-Gobain denies the allegations in 

paragraph 5, except admits that the Acquisition, as defined in the Complaint, constitutes 

an acquisition under Section 7 ofthe Clayton Act. 

ANSWER TO ,6. 

Saint-Gobain states that it is without knowledge or information sufficient to form 

a belief as to the averments of paragraph 6, except admits that Ardagh owns nine glass 

container plants in the United States. 

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ANSWER T0~7. 

Saint-Gobain admits the averments ofthe first four sentences ofparagraph 7, 

denies the fifth and sixth sentences, and states that it is without knowledge or information 

sufficient to form a belief as to the averments ofthe seventh sentence ofparagraph 7. 

ANSWER TO ~8. 

Saint Gobain admits the averments ofparagraph 8, except it denies that the 

acquisition price is $1.7 billion. 

ANSWER T0,9. 

Saint-Gobain denies the averments ofthe first sentence ofparagraph 9, except 

admits that some glass container manufacturers produce beverage and food containers in 

a variety of shapes and sizes. Saint-Gobain states that it is without knowledge or 

information sufficient to form a belief as to the truth ofthe averments in the second 

sentence ofparagraph 9. 

ANSWER TO ~10. 

Saint-Gobain denies the averments ofparagraph 10, except admits that glass 

containers (1) can guard against oxygen invasion; (2) can maintain the original taste of 

the product held by the container; (3) are chemically inert; and (4) are 100% recyclable. 

ANSWER TO ~11. 

Saint-Gobain denies the averments ofparagraph 11. 

ANSWER TO ,12. 

Saint-Gobain denies the allegations ofparagraph 12, except admits that 0-I, 

Saint-Gobain and Ardagh produce glass containers in the United States, and that 0-I, 

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Saint-Gobain and Ardagh have the number ofplants in the United States and Canada 


specified in this paragraph. 


ANSWER TO ~13. 

Saint-Gobain denies the averments ofparagraph 13, except admits that Ardagh 

acquired Leone Industries and Anchor Glass Container Corporation in 2012, and admits 

that Ardagh's proposed acquisition of Saint-Gobain Containers, Inc. would be Ardagh's 

third glass container acquisition in the United States since the beginning of2012. 

ANSWER TO ,14. 

Saint-Gobain denies the averments ofparagraph 14, except admits that Arkansas 

Glass, Piramal, Anchor Hocking, Bennu Glass, and Gerresheimer Glass are 

manufacturers of glass containers in the United States. 

ANSWER TO ~15. 

Saint-Gobain denies the averments ofthe first sentence of paragraph 15, except 

admits that Gallo Glass Company and Rocky Mountain Bottle Company each operate one 

glass container manufacturing facility. Saint-Gobain is without knowledge or 

information sufficient to form a belief as to the truth ofthe averments ofthe second or 

third sentences ofparagraph 15. 

ANSWER T0,16. 

Saint-Gobain denies the averments ofparagraph 16, except admits that Vitro and 

Fevisa are glass container manufacturers that operate glass container plants in Mexico 

and that both Vitro and Fevisa export glass containers to the United States. 

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I 

'I 

ANSWER TO ,17. 

Saint:-Gobain denies the averments ofthe first sentence ofparagraph 17. SaintGobain denies the averments ofthe second sentence ofparagraph 17, except admits that 

in 1983, there were 23 glass container manufacturers operating glass container plants in 

the United States, and states that it is without knowledge or information sufficient to form 

a belief as to the number ofplants operated by each manufacturer .. Saint-Gobain denies 

the averments ofthe third sentence ofparagraph 17. Saint-Gobain denies the averments 

of the fourth sentence ofparagraph 17, except admits that there are 4 7 glass container 

plants operating in the United States today. Saint-Gobain denies the averments in the 

diagram in paragraph 17. 

ANSWER TO ,18. 

Saint-Gobain denies the averments ofparagraph 18. 

ANSWER TO ,19. 

Saint-Gobain denies the averments ofparagraph 19, and refers to any documents 

purported to be quoted therein for their contents. 

ANSWER TO ,20. 

Saint-Gobain denies the averments ofparagraph 20, and refers to its contracts 

with customers for their contents. Saint-Gobain also refers to the Ardagh document 

containing the chart included in paragraph 20 for a full and accurate description of its 

contents.. 

ANSWER TO ,21. 

Saint-Gobain denies the averments ofparagraph 21, except refers to the 

documents quoted in paragraph 21 for a full and accurate description oftheir contents. 

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PUBLIC 


ANSWER TO ,22. 

Saint-Gobain denies the averments ofparagraph 22. 

ANSWER TO ,23. 

Saint-Gobain denies the averments ofparagraph 23. 

ANSWER TO ,24. 

Saint-Gobain denies the averments ofparagraph 24 

ANSWER TO ,25. 

Saint-Gobain denies the averments ofparagraph 25, except admits that many 

Brewers sell beer in both aluminum cans and glass bottles. 

ANSWER TO ,26. 

Saint-Gobain denies the averments ofparagraph 26. 

ANSWER TO ,27. 

Saint-Gobain denies the averments of paragraph 27. 

ANSWER TO ,28. 

Saint-Gobain denies the averments ofparagraph 28, except refers to Ardagh's 

bond offering memorandum quoted in the fifth and sixth sentences ofparagraph 28 for a 

full and accurate description of its contents. 

ANSWER T0,29. 

Saint-Gobain denies the averments ofparagraph 29, except refers to the Ardagh 

presentation referred to in the sixth sentence ofparagraph 29 for a full and accurate 

description of its contents. 

ANSWER TO ,30. 

Saint-Gobain denies the averments ofparagraph 30. 

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ANSWER T0~31. 

Saint-Gobain denies the averments ofthe first sentence ofparagraph 31, admits 

the averments ofthe second and third sentences ofparagraph 31 and denies the averments 

ofthe fourth sentence ofparagraph 31. Saint-Gobain also denies the averments ofthe 

tables included within paragraph 31. 

ANSWER TO ,32. 

Saint-Gobain denies the averments ofparagraph 32. 

ANSWER TO ~33. 

Saint-Gobain denies the averments ofparagraph 33. 

ANSWER TO ~34. 

Saint-Gobain denies the averments ofparagraph 34, except admits that SaintGobain's documents refer to the phrase "margin over volume", and refers to those 

documents for a full and accurate description oftheir contents. Saint-Gobain also admits 

that 0-I is publicly traded. 

ANSWER TO ,35. 

Saint-Gobain denies the averments in paragraph 35, except refers to the 

documents quoted in paragraph 35 for a full and accurate description oftheir contents. 

ANSWER TO ~36. 

Saint-Gobain denies the averments ofparagraph 36, except refers to the 

documents quoted in paragraph 36 for a full and accurate description oftheir contents. 

ANSWER TO ~37. 

Saint-Gobain denies the averments ofparagraph 37. 

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ANSWER TO ~38. 

Saint-Gobain denies the averments ofparagraph 38. 

ANSWER TO ,39. 

Saint-Gobain denies the averments ofparagraph 39, except refers to the 

documents quoted in paragraph 39 for a full and accurate description oftheir contents. 

ANSWER TO ,40. 

Saint-Gobain denies the averments of paragraph 40. 

ANSWER T0,41. 

Saint-Gobain denies the averments ofparagraph 41. 

ANSWER TO ,42. 

Saint-Gobain denies the averments ofparagraph 42. 

ANSWER TO ,43. 

Saint-Gobain denies the averments of paragraph 43. 

ANSWER TO ,44. 

Saint-Gobain repeats its responses to paragraphs 1-43 as if fully set forth herein. 

ANSWER TO ~45. 

The averments ofparagraph 45 are legal conclusions to which no response is 

required. To the extent a response is required, Saint-Gobain denies the averments of 

paragraph 45. 

ANSWER TO ,46. 

Saint-Gobain repeats its responses to paragraphs 1-43 as if fully set forth herein. 

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PUBLIC 


ANSWER TO ~47. 

The averments ofparagraph 47 are legal conclusions to which no response is 

required. To the extent a response is required, Saint-Gobain denies the averments of 

paragraph 4 7. 

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ADDITIONAL GROUNDS OF DEFENSE 

Saint-Gobain asserts the following defenses, without assuming the burden of 

proof on any such defense that would otherwise rest with the Commission. Saint-Gobain 

expressly reserves the right to supplement, amend or delete the following defenses, as 

warranted by discovery or other investigation, or as justice may require. 

FIRST DEFENSE 

The Complaint fails to state a claim upon which relief can be granted. 

SECOND DEFENSE 

The contemplated relief would not be in the public interest because it would, 

among other things, harm consumers. 

THIRD DEFENSE 

Efficiencies and other procompetitive benefits resulting from the acquisition 

outweigh any and all proffered anticompetitive effects. 

Respectfully submitted, 

CRA V ATH, SWAINE & MOORE LLP, 

by 

s/ Y onatan Even 

Christine A. Varney 

Y onatan Even 

Members ofthe Firm 

Worldwide Plaza 

825 Eighth A venue 

New York, NY 10019 

(212) 474-1000 

Attorneysfor Respondents SaintGobain 

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PUBLIC 


CERTIFICATE OF SERVICE 

I hereby certify that on July 22,2013, I filed the foregoing document 

electronically using the FTC's E-filing System, which will send notification of such filing to: 

Donald S. Clark 


Secretary 


Federal Trade Commission 


600 Pennsylvania Avenue, NW, Room H-113 


Washington, DC 20580 


I also certify that a copy ofthe foregoing document has been delivered via 

electronic mail, and by overnight courier (Federal Express) for delivery on Tuesday, July 23, 

2013 to: 

The Honorable D. Michael Chappell (oalj@ftc.gov) 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania A venue, NW, Room H -110 

Washington, DC 20580 

I further certify that a copy ofthe foregoing document has been delivered via 

electronic mail to: 

Edward D. Hassi (ehassi@ftc.gov) 


James E. Abell Gabell@ftc.gov) 


Monica Castillo (mcastillo@ftc.gov) 


Steven A. Dahm (sdahm@ftc.gov) 


Joshua Goodman Qgoodman@ftc.gov) 


Sebastian Lorigo (slorigo@ftc.gov) 


Brendan J. McNamara (bmcnamara@ftc.gov) 


Angelike Mina (amina@ftc.gov) 


Catharine M. Moscatelli (cmoscatelli@ftc.gov) 


Angel Prado (aprado@ftc.gov) 


Kristian Rogers (krogers@ftc.gov) 


Danielle Sims (dsimsl@ftc.gov) 


Eric M. Sprague (esprague@ftc.gov) 


Steven L. Wilensky (swilensky@ftc.gov) 


Thomas H. Brock (tbrock@ftc.gov) 


Michael B. Kades (mkades@ftc.gov) 


U.S. Federal Trade Commission 


600 Pennsylvania Avenue, NW 


Washington, DC 20580 


Counsel Supporting the Complaint 
PUBLIC 


Alan Goudiss (agoudiss@shearman.com) 


Dale Collins (wcollins@shearman.com) 


Richard Schwed (rschwed@shearman.com) 


Lisl Dunlop (ldunlop@shearman.com) 


Shearman & Sterling LLP 


599 Lexington A venue 


New York, NY 10022 


Counselfor Respondent Ardagh Group S.A. 

CERTIFICATE OF ELECTRONIC FILING 

I certify that the electronic copy sent to the Secretary ofthe Commission is a true 

and correct copy ofthe paper original and that I possess a paper original ofthe signed document 

that is available for review by the parties and the adjudicator. 

July 22, 2013 

sf Y onatan Even 

Y onatan Even