Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 08.01.2021 
C(2021) 149 final  
PUBLIC VERSION 
 
Bain Capital Investors, LLC  
200 Clarendon Street  
Boston, Massachusetts 02116 
United States of America  
Subject : Case M. 9981 – Bain Capital/Ahlstrom- Munksjö  
Commission decision pu rsuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 25 November 2020, the European Commission received notification of a 
proposed concentration pursuant to Articl e 4 of the Merger Regulation by which 
Bain Capital Investors L.L.C. (“ Bain Capital ” or the “Notifying Party” ) intends to  
acquire sole control of Ahlstrom -Munksjö Oyj (together with its subsidiaries , 
“Ahlstrom -Munksjö” or the “ Target ”), by way of purchase of shares (the 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”) . With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
“Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision. For the purposes of this Decision, although the United Kingdom 
withdrew from the European Union as of 1 February 2020, according to Article 92 of the Agreement on 
the withdrawal of the United Kingdom of Great Britain and Nor thern Ireland from the European Union 
and the European Atomic Energy Community (OJ L 29, 31.1.2020, p. 7), the Commission continues to be 
competent to apply Union law as regards the United Kingdom for administrative procedures which were 
initiated before t he end of the transition period.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […]. Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 “Transaction”).3 In this Decision, Bain Capital and the Target  are collectively 
referred to as the “Parties”.  
1. THE PARTIES  
(2) Bain Capital is a private equity investment firm that invests, through its family of 
funds, in companies across a numbe r of industries, including information 
technology, healthcare, retail and consumer products, communications, financial 
services and industrial/manufacturing.  
(3) Ahlstrom -Munksjö is a global manufacturer and supplier of fibre -based materials. Its 
product offer ing includes, inter alia , filter materials, release liners, food and 
beverage , processing materials, décor papers, abrasive and tape backings, electro -
technical paper, glass fibre materials, medical fibre materials and solutions for 
diagnostics as well as a range of specialty papers for industrial and consumer end-
uses.  
2. THE OPERATION  
(4) The Transaction concerns the acquisition of all of the outstanding issued share 
capital of Ahlstrom -Munksjö, which is currently publicly listed on the Nasdaq 
Helsinki and Nasdaq Stockholm  exchanges, by funds managed by Bain Capital, in 
partnership with Ahlstrom Invest B.V. , Viknum AB and Belgrano Inversiones Oy 
(together, the “Lead Family Investors”).  
(5) Following the proposed Transaction, Bain Capital will hold 55% of the ordinary  
shares of the Target, while the Lead Family Investors  will own 45%.  
(6) None of the Lead Family Investors will, collectively or individually, acquire control 
over Ahlstrom -Munksjö within the meaning of the EU Merger Regulation. The 
board of the Target will c omprise of […] voting members, […] of which appointed 
by Bain Capital and […]  by the Lead Family investors. The Board will vote by […] 
save for certain reserved matters, which provide for customary protection of 
minority shareholders’ interests and do not allow to veto any strategic decision of the 
Target such as its business plan or  its budget.  
3. THE CONCENTRATION  
(7) After the Transaction, Ahlstrom -Munksjö, will be solely controlled by Bain Capital 
within the meaning of Article 3(1)(b) of the EU Merger Regulation.  
4. EU DIMENSION  
(8) The undertakings concerned have a combined aggregate worldwide  turnover of more 
than EUR 5 ,000 million  (Bain Capital: EUR […];  Ahlstrom -Munksjö: EUR […])4. 
Each of them has an EU -wide turnover in excess of EUR 250 million (Bain Capital: 
EUR […]; Ahlstrom -Munksjö: EUR […])  and they do not achieve more than two-
                                                 
3  Publication in the Official Journal of the European Union No C 417 , 2.12.2020 , p. 58.  
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
3 thirds of their aggregate EU -wide turnover within one and the same Member State. 
The notified operation therefore has an EU dimension pursuant to Article 1(2) of the 
EU Merger Regulation .  
5. MARKET DEFINITION  
(9) Bain Capital has one existing controlled investment, Fedrigoni S.P.A. (“ Fedrigoni ”), 
which has some activities that overlap with, or are vertically related to, those of 
Ahlstrom -Munksjö.  Fedrigoni is an Italian company active in the manufacturing and 
supply of various types of paper, including graphic and fine paper, security paper 
and solutions, self -adhesive label stock (“SAL”) and stationery. 
(10) The only relationship between Fedrigoni and Ahlstrom -Munksjö giving rise to 
affected mar kets relates to a vertical link as regards the production and supply of 
release liners by Ahlstrom -Munksjö (upstream) for use in the production and supply 
of SAL5 by Fedrigoni (downstream). 6  
5.1. Product market definition  
5.1.1. The production and supply of release liners  
(11) Release liners (also called release base papers) are surface- treated specialty papers 
used as release carrier and backing webs for a wide range of self -adhesive products, 
including labels, graphic arts (e.g. for printed graphic face stock), industri al 
applications (e.g. casting sheets, industrial processing sheets), envelopes (to cover 
the self -adhesive strips of postal envelopes and mailing bags), tapes (e.g. as carrier 
for supported and unsupported adhesives) and medical (e.g. for medical dressings  
and tapes) and hygiene products.  
(12) Release liners are typically coated with silicone to provide low surface energy to the 
paper, which allows the pressure sensitive adhesives  to release from the liner with a 
constant force. The main properties of release l iners include smoothness, high 
strength, low porosity, sealed surface, dimensional stability and compatibility with 
different silicone systems. The surface finish can be (super -) calendered7, coated, or 
similar.  
(13) All release liners are produced using similar production processes. The main step is 
to siliconise the surface of the substrate with either solventless, solvent or emulsion 
silicones. Following siliconisation, lines are cured, using either a thermal or a 
radiation curing technique. 
                                                 
5  A po ssible wider market for release liners for other uses was also considered, even though SAL account 
for about three quarters of the total demand for release liners. However, the Parties only use release liners 
for the production of SAL and therefore this de cision focuses only on the smallest plausible mark et which 
is the market for SAL.  
6  The Notifying Party confirms that there are no horizontal overlaps between Ahlstrom -Munksjö and any 
other controlled Bain Capital portfolio company, and that other actual or potential vertical links between 
the Parties do not give rise to affected markets (Form CO, paragraphs 28 -32).  
7  Calendering is the process of smoothing the surface of the paper by pressing it between hard pressure 
cylinders or rollers (the calenders)  at the end of the papermaking process. It is the last step of the process 
before the paper is cut to standard sizes. Kraft paper is the most commonly used material in packaging and 
made from at least 80% sulfate wood pulp.   It is also used in the manufact uring of various types of release 
liners.  
 
4 (14) Release liners can be paper -based or film -based8: 
(a) Paper -based release liners:  
– Glassine release liners/Supercalendered Kraft (“SCK”)  are 
supercalendered in a stack of 16- 18 rolls, resulting in a dense, smooth 
and translucent paper.9 They  are predominantly used in SAL but ar e 
also used for tapes and in industrial applications.  
– Clay coated kraft (“CCK ”) release liners have a paper surface that 
is closed with mineral coating to control the silicone uptake. Typical 
CCK applications include graphics and office. 
– Polyolefin Film C oated release liners (“Poly -Coated Kraft” or 
“PCK”)  are liners where a molten web of polymer is extruded on to 
paper either on one or both surfaces. They are paper -based release 
liners on which a film material is extruded, thus being a hybrid 
between paper  and film. Typical applications include SAL, self -
adhesive graphics, and applications for the construction industry.  
– Other release liners include machine finished (“MF”) and machine 
glazed (“MG”) kraft papers, pre- coated or latex saturated and other 
speci alty grades that do not fit the categories described above. Typical 
applications for these types of release liners include hygiene and niche 
applications.   
(b) Film - based  release liners are coated with polyester (“ PET”) , polypropylene 
(“PP”)  or polyethylene ( “PE”)  films. Typical applications for films release 
liners include SAL with transparent film facestock (no label look), film 
facestock applied in a wet environment and release liners used in hygiene and 
medical applications, as well as electronic and other  industrial applications. 
(15) Ahlstrom -Munksjö does not manufacture or supply film -based release liners. It only  
produces glassine and CCK release liners in its production mills in […]. Fedrigoni 
produces only a negligible volume of glassine release liners in the EEA10 
(approximately […] in 2019) and exclusively for internal consumption, not for sale 
to third parties. 
                                                 
8  Paper -based release liners can be used for both paper -based and film -based SAL (in sheets and in rolls). 
Similarly, film -based release liners can be used for both paper -based and film -based SAL (in sheets and in  
rolls). See reply to RFI 5.  
9  Whereas glassine is the primary release liner type used in Europe, in North America the primary release 
liner types used is SCK, which is a slightly different product (in terms of process and composition) but is 
used for the  same applications (i.e. SAL, tape, industrial and medical applications). Glassine release liners 
is the term used in this Decision.  
10  For the purposes of this Decision, the EEA is understood to cover the 27 Member States of the European 
Union (Austria, B elgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, 
Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, 
Portugal, Romania, Slovakia, Slovenia, Spain and Sweden) and the Unit ed Kingdom, as well as Iceland, 
Liechtenstein and Norway. Accordingly, any references made to the EEA in this Decision are meant to 
also include the United Kingdom (UK).  
 
5 (16) The Commission has considered release liners on a number of occasions and has 
ultimately left open the question of whether all types of release liners belong to the 
same relevant product market or whether they should be segmented by substrate 
(namely film -based and paper -based release liners).11 
(17) The Notifying Party submits that all types of release liners belong to the same 
relevant product market si nce (i) customers can and do partially substitute film -based 
release liner s for paper -based release liner s and (ii) most manufacturers can produce 
release liners for a number of different applications and can work with different 
substrates.  
Film -based vers us paper -based release liners  
(18) The market investigation carried out by the Commission indicated that film -based   
and paper -based release liners are not substitutable from the supply -side perspective. 
Only two competitors, responding  to the market investiga tion indicated that they 
produce both film -based and paper -based release liners. Even o ne of the respondents 
that produce both types of release liners submitted that it is “difficult to switch from 
film to paper and vice versa ”.12 Other respondents indicate d that “ papermaking 
equipment can’t be suited for filmic/plastic material production and vice versa ”13, 
that “companies typically focus on either paper or film, not both ”, and that “ for 
substrate providers (like paper manufacturer or film manufacturer), the y could only 
provide one type of release liners separately ”.14 In line with the Notifying Party’s 
argument, another respondent indicated that “ film based release liner can, and has 
substituted, particularly glassine type release liner in many end uses. However, also 
paper based release liners have replaced film based release liners depending on the 
Customer’s choice.”15 
(19) As regards the demand -side substitutability, the results of the market investigation 
were mixed. Competitors said that “ film based release li ner can, and has substituted, 
particularly glassine type release liner in many end uses” . One customer of release 
liners indicated that it would switch its purchases from film -based to paper -based 
release liners in case of a price increase of the former “ depending on market 
situation and end- user preferences”.16 Another respondent explained that “ paper 
based and film based release liners have different applications”.17 
(20) For the purposes of this decision, the Commission considers that it can be left open 
whethe r paper -based and film -based release liners belong to separate product 
markets, as the Transaction does not raise any competition concerns, irrespective of 
the exact market definition adopted.  As Ahlstrom -Munksjö does not produce film -
based release liners (see paragraph (15) ), this decision looks only at paper -based  
release liners .  
                                                 
11  M.5155, Mondi/Loparex Assets , paras. 10-26, M.6668, Mondi/Nordenia , paras. 16 -18. 
12  Reply to question 7.1 of the Questionnaire for release liners suppliers.  
13  Reply to question 6.1 of the Questionnaire for release liners suppliers.  
14  Reply to question 8.1 of the Questionnaire for release liners suppliers.  
15  Reply to question 9.1 of t he Questionnaire for release liners suppliers.  
16  Reply to question 20.1 of the Questionnaire for SAL suppliers.  
17  Reply to question 18.1 of the Questionnaire for SAL suppliers.  
 
6 Possible distinction within different types of  paper -based release liners  
(21) The results of the market investigation were also mixed wit h regard to whether the 
market for the production and supply of paper -based release liners should be 
segmented by type (i.e., glassine , CCK, other ). Ahlstrom -Munksjö  only produces 
glassine and CCK release liners.  
(22) From the supply side perspective, several r elease liners suppliers responding to the 
market investigation indicated that they produced several types of paper -based 
release liners.18 Another respondent submitted that “ technically, switching from one 
base paper to another one is impossible in some application (silicone 2 sides for 
tapes for example). Still there is some room for changes in some other application 
(function of the release liner should be more important than the habits) ”.19  
(23) As regards demand- side substitutability, one competitor  said that  “[they are 
substitutable] to a certain extent by making specific process adjustment” .20 Another 
competitor said that “ there are segments which are overlapping or substitutable by 
the other but not each of them by all others .”21  
(24) The majority22 of the custome rs who replied to the market investigation indicated 
that release liners should be segmented between Glassine Release Liners, CCK 
Release Liners, PCK release liners, Film release liners23 and that there are specific 
end use applications which require the us e of a specific type of release liner.24 One 
customer indicated that “SCK, CCK, PCK, film release liners differ in terms of price 
and application”.25 
(25) For the purposes of this decision, the Commission considers that it can be left open 
whether different types  of paper -based release liners belong to separate product 
market s, as the Transaction does not raise any competition concerns, irrespective of 
the exact market definition adopted.  For the purpose of this decision, the assessment 
will look at both the marke t for paper -based release liners (as Ahlstrom -Munksjö 
does not produce film -based release liners ) and then specifically at the  plausible 
segment of glassine release liners alone.26  
                                                 
18  Reply to question 5.1.1 of the Questionnaire for release liners suppliers.  
19  Reply to question 7.1 of the Questionnaire for release liners suppliers.  
20  Reply to question 9.1 of the Questionnaire for release liners suppliers.  
21  Reply to question 11.1 of the Questionnaire for release liners suppliers.  
22  “Majority” in this Deci sion stands for more than 50% of the participants in the market investigation who 
replied to the question, excluding those that replied “other”, or “I do not know”.  
23  Reply to question 17 of the Questionnaire for SAL suppliers.  
24  Reply to question 18 of the Questionnaire for SAL suppliers.  
25  Reply to question 17.1 of the Questionnaire for SAL suppliers.  
26  The plausible market for the manufacture and supply of CCK release liners will not be further discussed 
as it is not affected under any plausible geog raphic market definition.  
 
7 5.1.2. The production and supply of SAL  
(26) SAL is paper or film (i.e. synthetic material) pre -coated with a pressure- activated 
adhesive and protected by a backing material or paper. SAL is used in a number of 
different products, e.g. price tags, product information, functional, security and 
promotional labels. Labels are used in turn in va rious industries, such as logistics 
and retail, food and beverage, non -food consumer goods including household and 
personal care products, durables/automotive, chemicals, pharmaceuticals, 
construction, office products , visual communications and others.  
(27) SAL  consists of the following components: (i) the face material, also called 
facestock, is the part that remains visible on which text and/or decoration is printed; 
(ii) the adhesive, which is used to make the paper adhere to the surface being 
labelled; (iii)  the base material, also called release liner, which protects the adhesive  
and which is covered by a silicone layer allowing an easy release.  
Figure 1 – SAL Components  
 
 
(28) SAL is manufactured in rolls (also called reels), generally with a width of 
100-200 cm, which are then cut/slit in two forms: (i) sheets cut in primarily 
standardised sizes are normally purchased by merchants, who resell the SAL to their 
customers as part of a wide range of other products; (ii) narrow rolls are cut  
according to customer specifications and are accordingly subject to one or more 
additional converting steps as compared to sheets. SAL is used in a myriad  of end 
applications, such as graphic arts, tapes, hygiene, medical, envelopes, industrial or 
other, and manufac turers o f SAL typically cover a wide range of end applications.27  
(29) Fedrigoni ’s Pressure Sensitive Labels business unit  manufactures and supplies 
paper -based and film -based SAL  for a range of applications, including for the food 
and wine, pharmace uticals, visual communications and publishing industries as well 
as for various industrial applications. Fedrigoni manufactures and distributes 
pressure sensitive labels through its subsidiaries Arconvert and Manter, with 
locations in both Italy and Brazil , together with subsidiary Ritrama (acquired in 
                                                 
27  One respondent to the Commission’s market investigation explained that “[t] he decision on paper, film, 
rolls, sheets depends on myriad factors including, without limitation, the end use application and the 
preferences and needs  of the end -user and converter. The environment and purpose of the end -use 
application often dictates whether paper or filmic SAL is used, but end -user preference and cost are also 
very important.  […] All automated label applicators require roll materials (vast majority of end use 
applications). Sheets are typically used for hand applied applications and smaller quantities (e.g. stickers) 
Squeezable containers often require a squeezable (i.e. filmic/PE) label For cost and recycling reasons, 
you would not put a filmic shipment label on a carton box. ” Reply to question 7.1 of the questionnaire for 
SAL suppliers.  

 
8 January 2020), which has manufacturing facilities and logistics centres in Italy, 
Spain, the UK, the US, Chile and China.  
(30) The Commission has previously considered whether (i) film -based and paper -based 
SAL a nd (ii) SAL sold in reels and SAL sold in sheets could be distinct markets but 
ultimately left the question open.28 The Commission has also previously considered 
that, while alternatives to SAL (such as labels that are fixed on the basis of gum, 
labels fixed by glue activated by heat, wet -glue labels, sleeves, in -mould labels and 
direct printing) may to some extent be substitutable with SAL on the demand- side, 
they are not to be regarded as forming part of the same relevant product market .29  
(31) The Notifying Pa rty submit s that all SAL, irrespective of the substrate material (film 
or paper) or form (sheets or reels), is part of the same relevant product market based 
mainly on supply- side substitution considerations. According to the Notifying Party, 
from the dema nd-side, the bulk of the demand (approx. […]%) is addressed through 
standard, commoditised SAL which is used in a variety of applications without any 
significant variation in the production process and, therefore, any SAL supplier can 
cater for this demand , by simply adjusting the configuration of the machines. 
According to the Notifying Party, only the remaining […]% of the demand concerns 
applications with higher technical requirements (for instance high strength or heat or 
chemicals resistance) required for use in adverse conditions such as in the 
durables/automotive, pharmaceuticals (requiring pasteurisation) and chemicals 
sectors, or in the food and beverage sector, which may require specific productive 
assets, which can however be acquired by any SAL supplier without incurring 
significant investments. Nonetheless, for the purposes of the Transaction, the 
Notifying Party  submit s that the exact product market definition can be left open, as 
the Transaction would not raise concerns under any plausible product market 
definition.30  
Film -based and paper -based SAL  
(32) The results of the market investigation were inconclusive as to whether film -based 
and paper -based SAL belong to separate product markets.  
(33) From a demand- side perspective, h alf of the respondents to t he Questionnaire  for 
SAL suppliers and 60% of respondents to the Questionnaire  for SAL customers 
considered that they are not substitutable, while the others considered that they are.31 
To illustrate this, o ne SAL customer explained that “ [t]he application window and 
the intended application of paper and film -based products are completely different 
in terms of technical properties, application requirements, design and functionality ” 
while another one considered them to be substitutable based on supply- side 
considerations as “[t]he high level of quality shown by the suppliers provides the 
advantage of changing according to the most favorable interests of the client ”.32 A 
SAL supplier explained that they are not substitutable under the consideration that 
“[p]ape r-based SAL are generally less durable and lower priced than film -based 
                                                 
28  M.2867 UPM/Kymmene Corporation/Morgan Adhesives Companies, paras. 15- 19. 
29  M.2867 UPM/Kymmene Corporation/Morgan Adhesives Companies, para 13.  
30  Form CO, paragraphs 126-128. 
31  Reply to question 5 of the Questionnaire for SAL suppliers and to question 4 of the Questionnaire for SAL 
customers.  
32  Replies to question 4.1 of the Questionnaire for SAL customers.  
 
9 SAL. A highly durable industrial application would generally not use a paper -based 
SAL” , while another one considered that “[p] aper and film based labelstock can be 
used in the same en d use segments and are somewhat interchangeable in terms of 
technical characteristics (they perform the same). Commercial differences are rather 
small ”.33  
(34) From a supply- side perspective,  the majority  of the SAL manufacturers responding 
to the Commission in vestigation produce SAL based on any substrate.34 Those who 
do not  produce SAL based on any given substrate claim to face significant barriers to 
switch the production of SAL based on different substrates.35 At the same time, all36 
of the respondents to the Q uestionnaire for SAL suppliers and the majority of the 
respondents to the Questionnaire for  SAL customers considered that manufacturers 
of SAL generally cover a wide -range of SAL products with regard to the substrates 
(paper -based or film -based) used in the production process , including 
Arconvert /Ritrama (both brands of Fedrigoni) , Avery Dennison, CCL, Flexcon, 
Frimpex , Intercoat, Lintec, Mactac, UPM Rafaltac, VPF, Torras  Papel  and 3M.37  
(35) For the purposes of this decision, t he Commission considers that it ca n be left open 
whether paper -based and film -based SAL belong to separate product markets , as the 
Transaction does not raise any competition concerns, irrespective of the exact market 
definition adopted.  
SAL sold in reels and SAL sold in sheets  
(36) The results of the market investigation were inconclusive as to whether SAL sold in 
reels and SAL sold in sheets bel ong to separate product markets.  
(37) From a demand- side perspective, all of the respondents to the Questionnaire for SAL 
suppliers and the majority  of the respondents to the Questionnaire for SAL 
customers considered that SAL sold in reels and SAL sold in sheets are not 
substitutable .38 According to one supplier of SAL “ SAL in sheets usually have a 
higher price due to a thicker liner for layflat applications and are intended often for 
screen printing. SAL in rolls have various liners and can be used in various types of 
printed applications ”39. One customer of SAL explained that “[t] he technical 
properties and intended product application of reels vs. sheets reg ularly differ 
according to technology, technical material properties, production assets and end-
use application”.40  
                                                 
33  Replies to question 5.1 of the Questi onnaire for SAL suppliers.  
34  Reply to question 8.1 of the Questionnaire for SAL suppliers.  
35  Reply to questions 8.1 and 9.1. of the Questionnaire for SAL suppliers.  
36  “All” in this Decision stands for 100% of the participants in the market investigation  who replied to the 
question, excluding those that replied “other”, or “I do not know”.  
37  Reply to question 10.1 of the Questionnaire for SAL suppliers and question 8.1. of the Questionnaire for 
SAL customers.  
38  Reply to question 6 of the Questionnaire f or SAL suppliers and to question 5 of the Questionnaire for SAL 
customers.  
39  Reply to question 6 of the Questionnaire for SAL suppliers.  
40  Reply to question 5 of the Questionnaire for SAL customers.  
 
10 (38) From a supply- side perspective, the majority  of the SAL manufacturers responding 
to the Commission investigation produce SAL in different forms (i.e. in reels and in 
sheets) and some of those who do not produce SAL in different forms claim to  face 
significant barriers to switch the production of SAL based on different forms .41 At 
the same time, all  of the respondents to the Questionnaire for SA L suppliers and the 
majority of the respondents to the Questionnaire for SAL customers considered that 
manufacturers of SAL generally cover a wide -range of SAL products with regard to 
the SAL’s form (i.e. in reels or in sheets), including Avery Den nison, Intercoat, 
Raflatac, Scandstick, Smith and Mc Lauren, UPM  and Torras Papel.42  
(39) For the purposes of this decision, the Commission considers that it can be left open 
whether SAL sold in reels and SAL sold in sheets belong to separate product 
markets, as the Tr ansaction does not raise any competition concerns, irrespective of 
the exact market definition adopted.  
5.2. Geographic market definition  
5.2.1. The production and supply of release liners  
(40) The Commission has previously considered that the geographic market for the 
supply of release liners is at least EEA -wide, ultimately leaving the exact geographic 
market definition open.43 
(41) The Notifying Party submits that the market for the supply of release liners is at least 
EEA -wide  because (i) release liners producers supply acro ss the EEA and beyond 
regardless of their mills’ location ; (ii) customers source release liners from different 
countries across the EEA  notwithstanding their own plants’ location ; (iii) transport 
costs are low; and (iv) prices are generally consistent acro ss the EEA.  
(42) The vast majority of the release liners suppliers who responded to the market 
investigation indicated that they supply customers worldwide.44 Release liners 
suppliers submitted that although transportation costs are not insignificant 
(accountin g for around 5 -10% of the price), those do not appear to constrain cross -
border  trade.45  
(43) As regards differences in prices, according to the Notifying Party’s submissions, it 
appears that release liner prices are generally consistent across Member States.46 The 
results of the market investigation revealed , however, that prices may differ between 
the EEA and other parts of the world.47  
                                                 
41  Reply to questions 8.2 and 9.2. of the Questionnair e for SAL suppliers.  
42  Reply to question 10.2 of the Questionnaire for SAL suppliers and question 8.2 of the Questionnaire for 
SAL customers.  
43  M.5155, Mondi/Loparex Assets , para. 29. 
44  Reply to question 12 of the Questionnaire for release liners suppli ers. 
45  Reply to question 14 of the Questionnaire for release liners suppliers.  
46  Reply to RFI 2 and RFI 3.  
47  Reply to question 13 of the Questionnaire for release liners suppliers.  
 
11 (44) The vast majority of  the customers who replied to the market investigation 
confirmed that they purchase from any supplier worl dwide48 and that they would 
switch to suppliers located at a further distance should their current supplier increase 
its prices.49 They all invite manufacturers of release liners located outside the EEA to 
participate in the procurement procedures for their plants located in the EEA.50 
(45) The Commission considers that the question of whether the geographic scope of the 
market for the manufacture and supply of release liners (and any plausible sub 
segmentation) is EEA -wide or global may be left open for the purpos es of this 
decision as it does not alter the conclusions of the competitive assessment . However, 
the Commission has carried out the competitive assessment on the basis of the 
narrowest plausible geographic market, that is, an EEA -wide market.   
5.2.2. The product ion and supply of SAL  
(46) In its prior decisions, the Commission considered that the geographic market for the 
manufacturing and supply of SAL is at least EEA -wide.51  
(47) The Notifying Party agrees  with the Commission’s precedent  and consider s that 
geographic markets for SAL narrower than the EEA -wide are not plausible and that 
for large customers the geographic scope of the market is global.  According to the 
Notifying P arty, the market is at least EEA -wide in scope because suppliers located 
in different Member Sta tes do not face any impediment to commercialising their 
sales throughout and beyond the EEA. The Notifying Party notes that this was 
confirmed in the Commission’s market investigation in Case M.2867, UPM -
Kymmene Corporation/Morgan Adhesives Company . The No tifying Party submits 
that the fact that the market is at least EEA -wide is sustained by the fact that (i) there 
is a significant cross -border flow of products between Member States and with third 
countries; (ii) none of the market players has a local presence in every country where 
they operate; (iii) the distribution network needed to penetrate and serve a market is 
easy to set up.52 
(48) The majority of the respondents to the Questionnaire for SAL suppliers stated that 
they manufacture for any customer worldwi de and the majority of the respondents to 
the Questionnaire for SAL customers stated that they purchase from any supplier 
worldwide.53 According to one customer  “[w]e can’t distinguish on regional areas 
as supplying site is determined by suppliers technical  capabilities. There are 
suppliers in Germany, United Kingdom, France, Italy, Spain and many other 
countries supplying our  different locations in Italy, Germany etc .”54 A supplier also 
explained that “[o] ur customers are located in both in EEA but also worl dwide 
(smaller part) ”.55 The majority of respondents to the Questionnaire  for SAL 
suppliers and respondents to the Questionnaire  for SAL customers stated that the 
                                                 
48  Reply to question 27 of the Questionnaire to SAL suppliers.  
49  Reply to question 28 of the Questionnaire to SAL suppliers.  
50  Reply to question 33 of the Questionnaire to SAL suppliers.  
51  M.2867, UPM/Kymmene Corporation/Morgan Adhesives Companies , paras. 15 -17. 
52  Form CO, paragraphs 130 -137. 
53  Reply to question 11 of the  Questionnaire for SAL suppliers and to question 10 of the Questionnaire for 
SAL customers.  
54  Reply to question 10.1 of the Questionnaire for SAL customers.  
55  Reply to question 11.1 of the Questionnaire for SAL suppliers.  
 
12 prices for SAL in different parts of the world (e.g. Europe, Asia, Latin America, 
North Americ a, the Middle East) do not differ to an appreciable extent.56 One 
supplier  explained that “ [w]hile freight and transport costs are not insignificant, 
these costs are not a constraint on trade within the EEA ”.57  
(49) A minority  of suppliers and customers stated t hat the scope of their sales / purchases 
of SAL was within a given distance of their EEA facilities , e.g. one supplier stated 
that “[w] e deliver SAL mainly to polish and european market ”58 and one customer 
stated that “ [a]ll our suppliers have and use the f actories at their convenience […], 
then the production of materials is done where they have factories (CEE) and in 
each country they usually have conditioning and cutting centers, from where they re-
[…]ship the material we have bought from them ”.59 None of the respondents 
considered the market to be national in scope.  
(50) For the purposes of this decision, the Commission considers that the question  
whether the geographic scope of the market for the manufacture and sale of SAL  is 
EEA -wide or global may be left open for the purposes of this decision, as it does not 
alter the conclusions of the competitive assessment . However, the Commission has 
carried out the competitive assessment on the basis of the narrowest plausible 
geographic market, that is, an EEA -wide mar ket. 
6. COMPETITIVE ASSESSMEN T 
(51) The Transaction gives rise to vertically affected markets between the manufacture 
and sale of release liners by Ahlstrom -Munksjö (upstream) and the manufacture and 
sale of SAL by Fedrigoni (downstream).60 
6.1. Market Shares  
(52) The tables  below illustrate the market shares of the Parties in each of the vertically 
affected markets.  
 
                                                 
56  Reply to question 12 of the Questionnaire for SAL suppliers and to question 13 of the Questionnaire for 
SAL customers.  
57  Reply to question 13.1 of the Questionnaire for SAL suppliers.  
58  Reply to question 11.1 of the Questionnaire for SAL suppliers.  
59  Reply to question 10.1 of the Questionnaire for SAL customers.  
60  Fedrigoni produces a negligible volume of glassine release liners in the EEA (approximately […] in 
2019), exclusively for internal consumption by the company’s Pressure Sensitive Labels business unit. 
Fedrigoni has never  supplied the merchant market, […]. Accordingly, no horizontal overlap arises in the 
supply of release liners to the merchant market in the EEA.  
 
13 Table 1: Market shares on a plausible market for all paper -based r elease line rs in the 
EEA in 20196162 by volume  
Release 
liner 
supplier  Capacity 
(Kt) Capacity 
share (%)  Supply 
(incl. 
captive 
sales) (Kt)  Market 
share (%)  Supply 
(excl. 
captive 
sales) (Kt)  Market 
share (%)  
Ahlstrom -
Munksjö  […] […] […] […] […] [20-30]%  
Fedrigoni  […] […] […] […] […] [0-5]% 
Combined  […] […] […] […] […] [20-30]%  
UPM  […] […] […] […] […] [10-20]% 
Sappi  […] […] […] […] […] [5-10]% 
Dunafin […] […] […] […] […] [10-20]% 
Brigl & 
Bergmeist
er […] […] […] […] […] 
[0-5]% 
Aralar  […] […] […] […] […] [0-5] ∗% 
Burgo  […] […] […] […] […] [0-5]% 
Ermolli  […] […] […] […] […] [0-5]% 
Others  […] […] […] […] […] [30-40]% 
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO  
  
                                                 
61  The Notifying Party submitted that 2017 and 2018 market shares at EEA level do not differ significantly 
from  2019 market shares. According to the Parties’ estimates, the combined market shares of the Parties 
remain […] below 30% at worldwide level.  
62  In the EEA, Ahlstrom -Munksjö is only active in the production and supply of glassine and CCK  release 
liners, bot h of which are paper -based. Therefore, the release liner market sizes and shares presented in this 
Decision conservatively include all paper -based release liners but not film -based release liners. Capacity 
market sizes and shares include only glassine and CCK release liners.  
∗  Should read [0 -5]. 
 
14 Table 2: Release liner market shares in the EEA in 201963 by value  
Release 
liner 
supplier  Capacity 
(m 
EUR)64 Capacity 
share (%)  Supply 
(incl. 
captive 
sales) ( m 
EUR ) Market 
share (%)  Supply 
(excl. 
captive 
sales) ( m 
EUR ) Market 
share (%)  
Ahlstrom -
Munksjö  […] […] […] […] […] [30-40]%  
Fedrigoni  […] […] […] […] […] [0-5]% 
Combined  […] […] […] […] […] [30-40]%  
UPM  […] […] […] […] […] [10-20]% 
Sappi  […] […] […] […] […] [5-10]%  
Dunafin […] […] […] […] […] [10-20]% 
Brigl & 
Bergmeist
er […] […] […] […] […] [0-5]% 
Aralar  […] […] […] […] […] [0-5]% 
Burgo  […] […] […] […] […] [0-5]% 
Ermolli  […] […] […] […] […] [0-5]% 
Others  […] […] […] […] […] [30-40]%  
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO  
  
                                                 
63  The Notifying Party submitted that 2017 and 2018 market shares at EEA level do not differ significantly 
from 2019 market shares. According to the Parties’ estimates, the combined market shares of the Parties 
remain below 30% at worldwide level.  
64  [Methodology used to calculate capacity market shares] . 
 
15 Table 3: Glassine release liner market shares in the EEA in 201965 by volume  
Release 
liner 
supplier  Capacity 
(Kt) Market 
share (%)  Supply 
(incl. 
captive 
sales) (Kt)  Market 
share (%)  Supply 
(excl. 
captive 
sales) (Kt)  Market 
share (%)  
Ahlstrom -
Munksjö  […] […] […] […] […] [50-60]%  
Fedrigoni  […] […] […] […] […] [0-5]% 
Combined  […] […] […] […] […] [50-60]%  
UPM  […] […] […] […] […] [10-20]%  
Dunafin […] […] […] […] […] [20-30]%  
Sappi  […] […] […] […] […] [0-5]% 
Ermolli  […] […] […] […] […] [0-5]% 
YFY  […] […] […] […] […] [0-5]% 
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO  
Table 4: Glassine release liner market shares in the EEA in 201966 by value  
Release 
liner 
supplier  Capacity 
(m EUR)  Market 
share (%)  Supply 
(incl. 
captive 
sales) ( m 
EUR ) Market 
share (%)  Supply 
(excl. 
captive 
sales) ( m 
EUR ) Market 
share (%)  
Ahlstrom -
Munksjö  […] […] […] […] […] [50-60]%  
Fedrig oni […] […] […] […] […] [0-5]% 
Combined  […] […] […] […] […] [50-60]%  
UPM  […] […] […] […] […] [10-20]%  
Dunafin […] […] […] […] […] [20-30]%  
Sappi  […] […] […] […] […] [0-5]% 
Ermolli  […] […] […] […] […] [0-5]% 
YFY  […] […] […] […] […] [0-5]% 
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO  
 
                                                 
65  Ibid. 
66  Ibid. 
 
16 Table 5: Fedrigoni’s market shares in all plausible product markets for the 
manufacture and sale of SAL  in 201967 by volume  
Region  Substrate 
material  Rolls/Sheets Volume 
sold (m 
Sqm)  Market size 
estimate (m 
Sqm)  Market 
share (%)  
Worldwide  Overall  Overall  […] […] [5-10]%  
Worldwide  Paper -based  Overall  […] […] [5-10]%  
Worldwide  Film -based  Overall  […] […] [5-10]%  
Worldwide  Overall  Rolls  […] […] [5-10]%  
Worldwide  Overall  Sheets  […] […] [5-10]%  
Worldwide  Paper -based  Rolls  […] […] [5-10]% 
Worldwide  Paper -based  Sheets  […] […] [5-10]%  
Worldwide  Film -based  Rolls  […] […] [5-10]%  
Worldwide  Film -based  Sheets  […] […] [5-10]%  
EEA  Overall  Overall  […] […] [10-20]% 
EEA  Paper -based  Overall  […] […] [10-20]%  
EEA  Film -based  Overall  […] […] [10-20]% 
EEA  Overall  Rolls  […] […] [10-20]%  
EEA  Overall  Sheets  […] […] [20-30]% 
EEA  Paper -based  Rolls  […] […] [10-20]%  
EEA  Paper -based  Sheets  […] […] [20-30]%  
EEA  Film -based  Rolls  […] […] [10-20]%  
EEA  Film -based  Sheets  […] […] [10-20]%  
Source: Form CO  
  
                                                 
67  The Notifying Party submitted that 2017 and 2018 market shares do not differ significantly from 2019 
market shares.  
 
17 Table 6: Fedrigoni’s and competitor’s market shares in the manufacture and sale of 
SAL in 201968 by volume and value  
SAL supplier  Volume 
sold (m 
Sqm)  Market size 
estimate (m 
Sqm)  Market 
share (%)  Value sold 
(m EUR)  Market 
size 
estima te 
(m EUR)  Market 
share (%)  
Market shares for SAL overall Worldwide in 2019  
Fedrigoni  […] […] [5-10]%  […] […] [5-10]%  
Avery Dennison  […] […] [30-40]% […] […] [30-40]%  
UPM Raflatac  […] […] [10-20]%  […] […] [10-20]% 
Lintec  […] […] [5-10]%  […] […] [5-10]% 
Fuzhou  […] […] [0-5]% […] […] [0-5]% 
Green Bay  […] […] [0-5]% […] […] [0-5]% 
Guanhao  […] […] [0-5]% […] […] [0-5]% 
Others  […] […] [30-40]%  […] […] [30-40]%  
Market shares for SAL overall in the EEA in 2019  
Fedrigoni  […] […] [10-20]%  […] […] [10-20]% 
Avery Dennison  […] […] [30-40]%  […] […] [30-40]%  
UPM Raflatac  […] […] [30-40]%  […] […] [30-40]%  
Herma  […] […] [5-10]%  […] […] [5-10]%  
Torraspapel 
Adestor  […] […] [0-5]% […] […] [0-5]% 
3M […] […] [0-5]% […] […] [0-5]% 
Others  […] […] [5-10]%  […] […] [5-10]%  
Market shares for paper -based and film -based SAL in sheets Worldwide in 2019  
Fedrigoni  […] […] [5-10]%  […] […] [5-10]% 
UPM Raflatac  […] […] [30-40]%  […] […] [30-40]%  
Avery Dennison  […] […] [10-20]%  […] […] [20-30]%  
Others  […] […] [40-50]%  […] […] [40-50]% 
  Market shares for paper -based and film -based SAL in sheets in the EEA in 2019  
Fedrigoni  […] […] [20-30]%  […] […] [20-30]%  
UPM Raflatac  […] […] [30-40]%  […] […] [30-40]%  
Avery Dennison  […] […] [10-20]%  […] […] [20-30]%  
Others  […] […] [20-30]%  […] […] [20-30]%  
Market shares for paper -based and film -based SAL in rolls Worldwide in 2019  
Fedrigoni  […] […] [5-10]%  […] […] [5-10]% 
Avery Dennison  […] […] [30-40]%  […] […] [30-40]%  
UPM Raflatac  […] […] [10-20]%  […] […] [10-20]%  
Fuzhou  […] […] [0-5]% […] […] [0-5]% 
Green Bay  […] […] [0-5]% […] […] [0-5]% 
Others  […] […] [40-50]%  […] […] [40-50]%  
                                                 
68  The Notifying Party su bmitted that 2017 and 2018 market shares do not differ significantly from 2019 
market shares.  
 
18 SAL supplier  Volume 
sold (m 
Sqm)  Market size 
estimate (m 
Sqm)  Market 
share (%)  Value sold 
(m EUR)  Market 
size 
estima te 
(m EUR)  Market 
share (%)  
Market shares for paper -based and film -based SAL  in rolls in the EEA in 2019  
Fedrigoni  […] […] [10-20]%  […] […] [10-20]%  
Avery Dennison  […] […] [30-40]%  […] […] [30-40]%  
UPM Raflatac  […] […] [30-40]%  […] […] [30-40]%  
Herma  […] […] [5-10]%  […] […] [5-10]%  
Others  […] […] [10-20]%  […] […] [10-20]%  
Market shares for film -based SAL in all forms Worldwide in 2019  
Fedrigoni  […] […] [5-10]%  […] […] [5-10]% 
Avery Dennison  […] […] [30-40]%  […] […] [30-40]%  
UPM Raflatac  […] […] [10-20]%  […] […] [10-20]%  
Fuzhou  […] […] [0-5]% […] […] [0-5]% 
Others  […] […] [40-50]%  […] […] [40-50]%  
Market shares for film -based SAL in all forms in the EEA in 2019  
Fedrigon i […] […] [10-20]%  […] […] [10-20]%  
Avery Dennison  […] […] [40-50]%  […] […] [40-50]%  
UPM Raflatac  […] […] [30-40]%  […] […] [30-40]%  
Herma  […] […] [0-5]% […] […] [0-5]% 
Others  […] […] [10-20]%  […] […] [10-20]%  
Market shares for paper -based SAL in all f orms Worldwide in 2019  
Fedrigoni  […] […] [5-10]%  […] […] [5-10]%  
Avery Dennison  […] […] [20-30]%  […] […] [30-40]%  
UPM Raflatac  […] […] [10-20]%  […] […] [10-20]%  
Green Bay  […] […] [0-5]% […] […] [0-5]% 
Fuzhou  […] […] [0-5]% […] […] [0-5]% 
Others  […] […] [40-50]%  […] […] [40-50]%  
Market shares for paper -based SAL  in all forms  in the EEA in 2019  
Fedrigoni  […] […] [10-20]%  […] […] [10-20]%  
Avery Dennison  […] […] [30-40]%  […] […] [30-40]%  
UPM Raflatac  […] […] [30-40]%  […] […] [30-40]%  
Herma  […] […] [5-10]%  […] […] [5-10]%  
Others  […] […] [10-20]%  […] […] [10-20]%  
Source: Reply to RFI 4  
6.2. Analytical framework  
(53) As regards non- horizontal effects, the Commission Guidelines on the assessment of 
non-horizontal mergers,69 (“Non -Horizontal Merger Guidelines”) dis tinguish 
between two broad types of concentrations that concern undertakings which are 
active on different relevant markets (“non -horizontal mergers”), namely vertical 
mergers and conglomerate mergers.  
                                                 
69  Guidelines on the assessment of non horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (OJ C 265, 18.10.2008 , p. 6) (“Non -horizontal Merger Guidelines”).  
 
19 (54) A vertical merger may result in anti- competitive effects due to foreclosure. 
Foreclosure concerns a situation where actual or potential rivals’ access to supplies 
or markets is hampered or eliminated as a result of the vertical merger, thereby 
reducing these companies’ ability and/or incentive to compete.70 Two forms of 
foreclosure can be distinguished in a vertical relationship: input and customer 
foreclosure.  
(55) Input foreclosure arises where, post -transaction, the new entity would be likely to 
restrict access to the products or services that it would have otherwise supplied 
absent the vertical merger, thereby raising its downstream rivals’ costs by making it 
harder for them to obtain supplies of the input under similar prices and conditions as 
absent the vertical merger.71 
(56) Customer foreclosure may occur when a su pplier integrates with an important 
customer in the downstream market. Because of this integration, the merged entity  
may foreclose access to a sufficient customer base to its actual or potential rivals in 
the upstream market and reduce their ability or in centive to compete. In turn, this 
may raise downstream rivals’ costs by making it harder for them to obtain supplies 
of the input under similar prices and conditions as absent the vertical merger.72 
(57) For an input or customer foreclosure scenario to raise com petition concerns, three 
cumulative factors need to be taken into account: (i)  the ability of the merged entity  
to engage in foreclosure; (ii)  the incentives of the merged entity to do so; and 
(iii) whether a foreclosure strategy would have a significant detrimental effect on 
competition in the downstream market.73 
6.3. Input foreclosure 
6.3.1. The Notifying Party’s views  
(58) The Notifying Party submits that the Parties do not have the ability to foreclose rival 
SAL suppliers from access to release liners since, although Ah lstrom -Munksjö has a 
[…]% market share in the plausible market for the supply of glassine release liners, 
it only holds […]% of the EEA capacity. Moreover, it faces significant constraints 
from important EEA rivals, release liner capacity is increasing in the EEA and 
clients have strong bargaining power.74 
(59) The Notifying Party claims that the Parties would have no incentive to foreclose 
each other’s rivals namely because Fedrigoni is too small to be able to realistically 
capture a sufficient number of end -customers in the downstream market to 
compensate for foregoing profits made upstream by the lost sale of release liner.  
(60) Finally, the Notifying Party claims that this vertical relationship will result in no 
adverse effect on competition, as any hypothetical i nput foreclosure strategy would 
fail. According to the Notifying Party, if Ahlstrom -Munksjö ceased supplying 
release liners to Fedrigoni’s rivals, increased its prices or reduced its service levels, 
                                                 
70  Non-Horizontal Merger Guidelines, paragraph 29.  
71  Non-Horizontal Merger Guidelines, paragraph 31.  
72  Non-Horizontal Merger Guidelines, paragraph 58.  
73  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
74  Form CO, paragraph  
 
20 customers of release liners would be able to switch their  demand to a number of 
other release liner suppliers and Ahlstrom -Munksjö would immediately lose a 
significant portion of its turnover.  
6.3.2. The Commission’s assessment  
(61) Ahlstrom -Munksjö has high or relatively high combined market shares in the 
upstream markets for the manufacture and supply of release liners. In particular, in 
the plausible market for the manufacture and supply of glassine release liners its 
market shares are […]% by sales (including captive sales), [50 -60]% (excluding 
captive sales) and […]% b y capacity.75 However, the Commission considers that the 
merged entity will not likely have the ability and the incentive to foreclose 
downstream competitors in the manufacture and supply of SAL, and that any 
foreclosure strategy would not have a significant detrimental effect on competition 
downstream, for the following reasons.76  
(62) As regards ability to foreclose,  first, as the Notifying Party has explained, there are 
numerous alternative suppliers who offer paper -based release liners, including also 
glassin e release liners. These include UPM, Dunafin (Delfort), Torraspapel (Lecta), 
Sappi, Ermolli, ITASA, Loparex, etc. 
(63) Second, during the market investigation, release liners suppliers confirmed that there 
is significant spare capacity in the market. All the release liners suppliers who 
replied to the market investigation indicated that they would be able to increase 
production of release liners, including for paper -based release liners, if they received 
more customer orders in Europe.77 In particular, UPM confirmed that in 2020 it has 
expanded its capacity for the production of glassine release liners by 120 kt in its 
mill in Germany. Moreover, according to the respondents to the market 
investigation, other suppliers such as Cartiere Ermolli (Italy) and Rosella (Italy) 
would have expanded its release liners capacity in the last five years.78 As regards 
future capacity expansions, Delfort (Austria) confirmed that it plans to expand 
capacity within the next five years.79 According to some respondents, and in line 
with the Notifying Party’s argument, Lecta (France) is also expected to bring 
additional release liner capacity in the short -term.80 In this regard, the Commission 
considers that Ahlstrom -Munksjö’s  high market shares in 2019 do not fully reflect 
the current co mpetitive dynamics given the additional capacity brought to the market 
in 2020 (and in the next years) and in view of the fact that […].81 
                                                 
75  The combined market shares in the overall market for the manufacture and supply of release liners in the 
EEA are below 30%. In particular, the Parties achieve […]% of the sales including captive sales, [20 -
30]% excluding captive  sales and […]% in terms of capacity.  
76  The Commission notes that two SAL suppliers indicated in the market investigation that the Transaction 
may have a negative impact on competition. However, the Commission considers that these concerns are 
unfounded f or the reasons set out in this section.  
77  Out of which only one indicated that it would not be able to increase production of glassine release liners 
in the short term. See reply to questions 17 and 20  of the Questionnaire for release liners suppliers.  
78  Reply to question 23 of the Questionnaire for suppliers of release liners.  
79  Reply to question 24 of the Questionnaire for suppliers of release liners.  
80  Reply to questions 25 and 27.3 of the Questionnaire for suppliers of release liners.  
81  Form CO, pa ragraph 310.  
 
21 (64) In reply to the market investigation, the only barrier to entry that was consistently 
mentioned by release liners suppliers is the cost of building a new mill.82 In this 
regard, release liners suppliers have identified new entrants in China and Taiwan in 
2019 and 2020.83 These new entrants may supply customers located in the EEA 
since, as explained in section (5.2), the vas t majority of customers purchase release 
liners at worldwide level.  
(65) Third , although there is a qualification process required to switch release liners 
suppliers,84 all the SAL suppliers who responded to the market investigation 
indicated that they already multisource from various release liners suppliers.85 
(66) Moreover, the Commission considers that the Parties would not have the incentive to 
engage in an input foreclosure strategy since release liners do not appear to be an 
important cost element of SAL.86 More over, Fedrigoni’s downstream market share  
for SAL, as well as its purchasing market share in the market for the manufacture 
and supply of glassine release liners in the EEA are moderate.87 Therefore, any 
attempt at foreclosure would result in a loss of the majority of its upstream business 
for the merged entity were it to pursue this strategy, and would not offer its 
downstream operation any material benefit.88 
(67) In conclusion, and in view of the above, the Parties do not appear to have the ability 
or the incen tive to engage in input foreclosure strategies and any foreclosure strategy 
would not have a significant detrimental effect on competition downstream.  
6.4. Customer foreclosure  
6.4.1. The Notifying Party’s view  
(68) The Notifying Party submits that the Parties do not have the ability to foreclose 
Ahlstrom -Munksjö’s competitors given that Fedrigoni is not an important customer 
for release liners. According to the Notifying party, Fedrigoni’s EEA share for the 
supply of SAL  overall  is […]% and it purchases only a small share of the relea se 
liners sold in the EEA overall ([…]%), and an estimated […] Kt of glassine/SCK 
release liners in 2019 in the EEA, which corresponds to […] % of the total supply of 
glassine/SCK release liners in the merchant market ( […]) . According to the 
Notifying Party, even if Fedrigoni purchased all of its release liner demand from 
Ahlstrom -Munksjö, a large customer base would still remain in the EEA for 
upstream competitors  (including Avery Dennison, UPM Raflatac, Herma and 3M) .89  
                                                 
82  Reply to question 28.1 of the Questionnaire for suppliers of release liners.  
83  Reply to question 26.3 of the Questionnaire for suppliers of release liners.  
84  Reply to question 35 of the Questionnaire for SAL suppliers.  
85  Reply to questio n 38 of the Questionnaire for SAL suppliers.  
86  The cost of release liners constitutes only a small proportion of the price of SAL, less than 20%.  
87  Fedrigoni’s share in the downstream market for the supply of SAL in the EEA is only [10 -20]%.  
88  In 2019 Ahlstrom -Munksjö sold […] of glassine release liners, out of which […] were sold to Fedrigoni 
and […] to third parties. If post -Transaction Fedrigoni decided to purchase all its needs of glassine release 
liners (i.e., […]) from Ahlstrom -Munksjö, they would only represent […]% of the total sales made by 
Ahlstrom -Munksjö. Therefore, […] % of Ahlstrom -Munksjö’s production of glassine release liners would 
be available for competing SAL suppliers.  
89  Form CO, paragraphs 33 and 34.  
 
22 6.4.2. The Commission’s assessm ent 
(69) The Commission considers that the Parties will likely not have the ability to engage 
in customer foreclosure strategies and that any foreclosure strategy would in any 
event not have a significant detrimental effect on customers in the downstream 
market , for the reasons explained below. 
(70) As regards ability to foreclose and as explained in paragraph (57), customer 
foreclosure may occur when a supplier integrates with an important customer in the 
downstream market . However, Fedrigoni is not an important customer in the overall 
release liners market  or in the glassine release liners market , neither in the EEA or 
worldwide .90  
(71) First , Fedrigoni’s market share in all plausible markets related to the manufacture 
and sale of SAL is clearly below 30%, as shown in Table 5:. In the EEA market for 
the supply of SAL, Fedrigoni has a market share between [10-20]% and [20 -30]% 
for all plausible segments in the EEA , and purchases only a small share of the 
release liners sold ( […]%).91 Therefore, even if Fedrigoni decided to obtain all its 
needs for release liners from Ahlstrom -Munksjö, competitors in the release liners 
market would still have other customers available in the EEA , such as Aver y 
Dennison, UPM Raflatac, Herma or 3M. Avery Dennison and UPM Raflatac are the 
largest suppliers of SAL in the EEA with market shares of [30 -40]% and [30 -40]% 
respectively  in the supply of SAL overall  (see Table 6) .  
(72) Second, Fedrigoni purchased […] of glassine release liners92 in 2019 in the EEA ,93  
corresponding to […]% of the total supply of glassine release liners to third parties 
(i.e. […], as shown in Table 3). Therefore, i f post -Transaction Fedrigoni decided to 
purchase all of its glassine release liners from Ahlstrom -Munksjö, there would still 
remain a large customer base for third parties corresponding to […]% of the sales of 
glassine release liners made in the EEA in 201 9.  
(73) Third , in 2019, Fedrigoni purchased […] of glassine release liners from Ahlstrom-
Munksjö, representing […]% of its total purchases.94 Therefore, Fedrigoni’s 
purchases of release liners from third parties other than Ahlstrom -Munksjö 
represented […] Kt, that is […]% of the total sales made in the EEA in 2019. 
(74) Since t he merged entity will thus not likely have the ability to engage in customer 
foreclosure , it is not necessary to analyse its incentives, as those conditions are 
cumulative. 
                                                 
90  Given that in any plausible SAL product market Fedrigoni’s market share worldwide is below its market 
share in the corresponding market in the EEA, the Commission will carry out the competitive assessment 
on the basis of the narrowest possible geographic market, that is, an EEA -wide ma rket. 
91  Form CO, paragraph 33.  
92  The only type of release liner where Ahlstrom -Munksjö’s market share is above 30% is glassine release 
liners.  
93  Form CO, paragraph 33 and footnote 15.  
94  Reply to question 6 of RFI 2.  
 
23 (75) As regards the impact of any foreclosure strategy, all of the respondents to the 
Questionnaire  for suppliers of release liners stated that they would have sufficient 
alternative customers for release liners if Fedrigoni were to source all its needs for 
release liners from Alh strom -Munksjö.95 One supplier of release liners explained that 
“[name of supplier] is not depending on a unique customer  [.] Ritrama/Fedrigoni is 
an important customer for  [name of supplier] but in an organic growing market, 
[name of supplier]  is not depend ing on an unique customer ”.96 None of the  suppliers 
of release liners considered that the Transaction  would have a  negative impact  on 
their companies97 or in the market for release liners .98 One supplier of release liners 
explained that “[t]he deal creates a new forward integrated group of companies in 
the pressure sensitive materials business, but that is not new to the industry. There 
are globally other examples of similar instances .”99  
(76) One SAL material  supplier expressed concerns that “[a] fter the consolidation 
between Arconvert(Fedrigoni) and Ritrama, the Arconvert -Ritrama Group has 
become one of the biggest Label Manufacturers around the world. (No.1 – Avery 
Dennison, No.2 – UPM Raflatac, No.3 – Arconvert -Ritrama) . Based on our internal 
estimation, the aforesaid top 3 companies will occupy more than 70% of the global 
market share. UPM Group has internal integration and raw material supply between 
UPM Specialty Paper & UPM Raflatac. If Fedrigoni at the post -transaction stage 
were to source all its needs from  Ahlstrom -Munksjo, it might create an unjustified 
competition environment for the release liner market, especially for glassine 
products ” and that “[f] or the SAL users (ex: FMCG brand owner, Wine Brewer...), 
this integration will create an oligopoly environment in SAL markets around the top 
3 suppliers. The medium and small SAL suppliers will face a fierce competition from 
the behemoths. It might decrease the freedom and choice for the end- users in Europe 
Region” .100 However, given that Fedrigoni’s purchases of third -party glassine release 
are limited (see paragraphs (73)  and (74)) and the fact that the Transaction does not 
result in an increment of Fedrigoni’s share  of SAL , it can be concluded that the 
Transaction does not raise  foreclosure concerns.101 
(77) In conclusion and in view of the above, the Parties do not appear to have the ability 
to engage in customer foreclosure strategies and any foreclosure strategy would not 
have a significant detrimental effect on customers in the downstream market .  
                                                 
95  Reply to question 30 of the Quest ionnaire for suppliers of release liners.  
96  Reply to question 30.1 of the Questionnaire for suppliers of release liners.  
97  Reply to question 31 of the Questionnaire for suppliers of release liners.  
98  Reply to question 32 of the Questionnaire for supplie rs of release liners.  
99  Reply to question 31.1 of the Questionnaire for suppliers of release liners.  
100  E-mail from a SAL material supplier of 29 December 2020.  
101  Another release liners supplier raised concerns that “[t] here are non -integrated players, e sp. in southern 
Europe, which may face disadvantages as a result of not being vertically integrated” (reply to 
question  33.1 of the Questionnaire for release liners suppliers). However, given the existence of spare 
capacity in the release liners market and  the fact that Fedrigoni is a relatively small player in the SAL 
market, the Transaction is unlikely to result in competition concerns for non -integrated players, who will 
be able to continue to (i) supply release liners to other SAL producers and (ii) pur chase release liners from 
different release liners manufacturers, as applicable.  
 
24 7. CONCLUSION  
(78) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agree ment. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President