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BEFORE THE FEDERAL TRADE COMMISSION

UNITED STATES OF AMERICA

________________________________________________

In the Matter of )

 )

BALL CORPORATION, )

a corporation; )

) FTC FILE NO. 151-0088

and, )

)

REXAM PLC, )

a public limited company. )

________________________________________________)

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Proposed Respondent Ball Corporation (“Ball”) of the voting securities 

of Proposed Respondent Rexam PLC (“Rexam”) (Ball and Rexam are hereinafter collectively 

referred to as “Proposed Respondents”), and it now appearing that Proposed Respondents are 

willing to enter into this Agreement Containing Consent Orders (“Consent Agreement”) to divest 

certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Ball is a corporation organized, existing, and doing business under,

and by virtue of, the laws of the State of Indiana with its executive offices and principal 

place of business as 10 Longs Peak Drive, Bloomfield, CO 80021.

2. Proposed Respondent Rexam is a public limited company corporation organized, 

existing, and doing business under, and by virtue of, the laws of England and Wales with 

its principal executive offices located at 4 Millbank, London SW1P 3XR, United 

Kingdom, and its United States address for service of process and the Complaint, the 

Decision and Order, and the Order to Maintain Assets, as follows: Corporate Secretary, 

Rexam Beverage Can Company, 4201 Congress Street, Suite 340, Charlotte, NC 28209.

3. Each Proposed Respondent admits all the jurisdictional facts set forth in the draft of 

Complaint here attached.

4. Each Proposed Respondent waives:

a. any further procedural steps;
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b. the requirement that the Commission’s Decision and Order and Order to Maintain 

Assets, both of which are attached hereto and made a part hereof, contain a 

statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise challenge or contest the validity of 

the Decision and Order or the Order to Maintain Assets entered pursuant to this 

Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

5. Because there may be interim competitive harm, the Commission may issue its 

Complaint and the Order to Maintain Assets in this matter at any time after it accepts this 

Consent Agreement for public comment.

6. Not later than thirty (30) days after the date this Consent Agreement is signed by the 

Proposed Respondents, each Proposed Respondent shall submit an initial report, pursuant 

to Section 2.33 of the Commission’s Rules, 16 C.F.R. § 2.33. Each Proposed Respondent 

shall also submit subsequent reports every thirty (30) days thereafter until the Order to 

Maintain Assets becomes final, at which time the reporting obligations contained in the 

Order to Maintain Assets (other than the requirement to submit an initial report pursuant 

to this Consent Agreement) shall control. Such reports shall be signed by the respective 

Proposed Respondent and shall set forth in detail the manner in which that Proposed 

Respondent has complied and will comply with the Order to Maintain Assets and the 

Decision and Order. Such reports will not become part of the public record unless and 

until the Consent Agreement and Decision and Order are accepted by the Commission for 

public comment.

7. In each report described in Paragraph 6, each Proposed Respondent shall provide 

sufficient information and documentation to enable the Commission to determine 

independently whether that Proposed Respondent is in compliance with this Consent 

Agreement and each of the Orders. Each report shall be verified by a notarized signature 

or sworn statement of an employee of the relevant Proposed Respondent specifically 

authorized to perform this function, or shall be self-verified in the manner set forth in 28 

U.S.C. § 1746. Section 2.41(a) of the Commission’s Rules of Practice requires that an 

original and two (2) copies of all compliance reports be filed with the Commission. Each 

Proposed Respondent shall file an original report and one (1) copy with the Secretary of 

the Commission, and shall send at least one (1) copy directly to the Bureau of 

Competition’s Compliance Division.

8. This Consent Agreement shall not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If this Consent Agreement is accepted 

by the Commission, it, together with the draft of Complaint contemplated thereby, will be 

placed on the public record for a period of thirty (30) days and information in respect 

thereto publicly released. The Commission thereafter may either withdraw its acceptance 

of this Consent Agreement and so notify Proposed Respondents, in which event it will 

take such action as it may consider appropriate, or issue or amend its Complaint (in such 
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form as the circumstances may require) and issue its Decision and Order, in disposition 

of the proceeding.

9. This Consent Agreement is for settlement purposes only and does not constitute an 

admission by Proposed Respondents that the law has been violated as alleged in the draft 

of Complaint here attached, or that the facts as alleged in the draft of Complaint, other 

than jurisdictional facts, are true.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (i) issue and serve its Complaint corresponding in form and substance 

with the draft of Complaint here attached, (ii) issue and serve its Order to Maintain 

Assets, and (iii) make information public with respect thereto. If such acceptance is not 

subsequently withdrawn by the Commission pursuant to the provisions of Commission 

Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice to Proposed 

Respondents, issue the attached Decision and Order containing an order to divest and 

providing for other relief in disposition of the proceeding.

11. When final and effective, the Decision and Order and the Order to Maintain Assets shall 

have the same force and effect and may be altered, modified, or set aside in the same 

manner and within the same time provided by statute for other orders. The Decision and 

Order and the Order to Maintain Assets shall become final and effective upon service. 

Delivery of the Complaint, the Decision and Order, and the Order to Maintain Assets to 

Proposed Respondent Ball by any means provided in Commission Rule 4.4(a), 16 C.F.R. 

§ 4.4(a) – including, but not limited to, delivery to an office within the United States of 

John D. Harkrider, Esq., of Axinn, Veltrop & Harkrider LLP; or of any other lawyer or 

law firm listed as Counsel for Ball – shall constitute service as to Proposed Respondent 

Ball. Delivery of the Complaint, the Decision and Order, and the Order to Maintain 

Assets to Proposed Respondent Rexam by any means provided in Commission Rule 

4.4(a), 16 C.F.R. § 4.4(a) – including, but not limited to, delivery to an office within the 

United States of Mary Lehner, Esq., of Freshfields Bruckhaus Deringer LLP; or of any 

other lawyer or law firm listed as Counsel for Rexam – shall constitute service as to 

Proposed Respondent Rexam. Each Proposed Respondent waives any right it may have 

to any other manner of service. Each Proposed Respondent also waives any right it may 

otherwise have to service of any Appendices incorporated by reference into the Decision 

and Order, and agrees that it is bound to comply with and will comply with the Decision 

and Order to the same extent as if it had been served with copies of the Appendices, 

where Proposed Respondent is already in possession of copies of such Appendices. 

12. The Complaint may be used in construing the terms of the Decision and Order and the 

Order to Maintain Assets, and no agreement, understanding, representation, or 

interpretation not contained in the Decision and Order, the Order to Maintain Assets, or 

the Consent Agreement may be used to limit or contradict the terms of the Decision and 

Order or the Order to Maintain Assets. 

13. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

Proposed Respondents can accomplish the full relief contemplated by the attached 

Decision and Order (including effectuating all required divestitures, assignments, and 
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transfers) and the Order to Maintain Assets, and that all parents, subsidiaries, affiliates, 

and successors necessary to effectuate the full relief contemplated by this Consent 

Agreement are: (i) within the control of the parties to this Consent Agreement, or (ii) 

will be in the control of the parties to this Consent Agreement after the proposed 

acquisition.

14. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

each Remedial Agreement (as defined in the Decision and Order) that has been submitted 

to the Commission at the time of this Consent Agreement for approval by the 

Commission in connection with the Commission’s determination to make the Decision 

and Order final comports with all of the relevant requirements of the Decision and Order 

and requires Proposed Respondents to divest all assets required to be divested pursuant to 

the relevant requirements of the Decision and Order.

15. Each Proposed Respondent agrees that it shall interpret each Remedial Agreement in a 

manner that is fully consistent with all of the relevant provisions and remedial purposes 

of the Decision and Order.

16. Each Proposed Respondent has read the draft of Complaint, the Decision and Order, and 

the Order to Maintain Assets contemplated hereby. Each Proposed Respondent 

understands that once the Decision and Order and the Order to Maintain Assets have been 

issued, it will be required to file one or more compliance reports showing that it has fully 

complied with the Decision and Order and the Order to Maintain Assets.

17. Each Proposed Respondent agrees to comply with the terms of the proposed Decision and 

Order and the Order to Maintain Assets from the date it signs this Consent Agreement. 

Each Proposed Respondent further understands that it may be liable for civil penalties in 

the amount provided by law for each violation of the Decision and Order and of the Order 

to Maintain Assets after they become final and effective.
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BALL CORPORATION

By: 

John Hayes

President and Chief Executive Officer

Ball Corporation

Date:

John D. Harkrider, Esq.

Axinn, Veltrop & Harkrider LLP

Counsel for Ball Corporation
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REXAM PLC

By:

Graham Chipchase

Chief Executive 

 Rexam PLC

 Date: 

_________________________________

Mary Lehner, Esq.

Freshfields Bruckhaus Deringer

 Counsel for Rexam PLC
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FEDERAL TRADE COMMISSION

By: ______________________________

Steven L. Wilensky

Attorney

Bureau of Competition

______________________________

Dominic E. Vote

Deputy Assistant Director

Bureau of Competition

______________________________

Benjamin Gris

Assistant Director

Bureau of Competition

_______________________________

Deborah L. Feinstein

Director

Bureau of Competition

Date: ________________________