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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  11.08.2021  
C(2021 ) 6071 final  
PUBLIC VERSION  
 
KPS Capital Partners, LP.  
One Vanderbilt Avenue, 52nd Floor  
New York, NY 10017  
USA  
Subject : Case M. 10284  – KPS / Crown European Tinplate  
Commission  decision pursuant 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 15 July 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which KPS Capital 
Partners, LP (‘KPS’) intends to acquire sole control over Crown Holdings, Inc.’s 
Food, Aerosol and Promotional P ackaging business in Europe, Middle East and 
Africa (‘Crown European Tinplate’, and, together with KPS , the ‘ Parties ’) (the 
‘Transaction ’).3  
                                                 
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.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C292 , 22.07.2021, p. 4.  
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information omitted has been replaced by 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 1. THE  PARTIE S  
(2) KPS  is an equity investment fund active across a diverse array of industries, 
including basic material s, branded consumer, healthcare and luxury products, 
automotive parts, capital equipment and general manufacturing. KPS recently 
acquired the aluminium flat rolled products business of Norsk Hydro ASA (‘Hydro 
Rolling’), including its activities in the prod uction and supply of aluminium sheet for 
food cans.  
(3) Crown  European Tinplate  is active in the design, manufacture and sale of packaging 
products for consumer goods including the following: aerosol and food cans and 
ends, metal closures  and promotional packa ging. 
2. THE  OPE RATION  
(4) On 8 April 2021, the Parties entered into a shares purchase agreement by means of 
which KPS will acquire 80% of the shares of Crown European Tinplate. Crown 
Holdings, Inc. will retain a non -controlling 20% of Crown European Tinplate. On  
the basis of the above, the Transaction constitutes an acquisition of sole control over 
part of an undertaking, within the meaning of Article 3(1)(b) of the Merger 
Regulation.  
3. UNION  DIME NSION  
(5) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million4 in 2020 (KPS: EUR […] million; Crown European 
Tinplate: EUR […] million) and the aggregate Union -wide turnover of each of the 
two undertakings concerned is more than EUR 250 million (KPS: EUR […] million;  
Crown European Tinplate: EUR […] million). The undertakings concerned do not 
achieve more than two -thirds of their Union -wide turnover within the same Member 
State . 
(6) Therefore, the Transaction has a Union dimension pursuant to Article 1(2) of the 
Merger Re gulation.  
4. MARKE T DE FINITION  
4.1. Aluminium sheet for food cans (upstream)  
(7) In past decisions regarding the production and supply of aluminium flat rolled 
products (‘FRPs’)5, the Commission has considered aluminium sheet for food cans 
as a distinct product market  from other categories of FRPs  on the basis that 
substitution is not possible from either the supply -side or the demand -side 
perspective. In addition, the Commission has considered that the geographic scope 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  Cases M.4605 Hindalco/Novelis, paragraph 13, M. 3225 Alcan /Pechiney (II), paragraph 65 and M.2702 
Norsk Hydro/VAW, paragraph 12.  
 
3 of the markets for the supply of FRPs, including for aluminium sheet for food cans, 
covers at least the EEA (plus Switzerland )6.  
(8) The Notifying Party submits that the exact product and geographic scope of the 
production and supply of aluminium sheet for food cans can be left open, but 
considers that  the market could be assessed in line with previous Commission 
practice7. 
(9) In line with previous practice and  for the purpose of this Decision, the Commission 
will consider the EEA  and Swiss  market8 for the production and supply of 
aluminium sheet for food cans  in its assessment . 
4.2. Metal food cans (downstream)  
(10) In the past9, the Commission has found that metal food cans constitute a separate 
product market from beverage cans and from other glass or plastic food containers.  
(11) In addition, the Commission has considere d that separate markets potentially exist 
for metal food cans based on (i) metal type (tinplate and aluminium); and (ii) can 
type. Regarding can type, the Commission has considered the possibility to make a 
distinction between 3 -piece cans and 2 -piece cans10. 2-piece cans are produced 
through two main technologies: draw and redraw (‘DRD’); and draw and wall 
ironing (‘DWI’). Ultimately , based on lack of substitutability from the demand side 
perspective, the Commission considered in the past that it is likely that there are 
separate product markets for (i) tinplate versus aluminium food cans, (ii) 3 -piece 
versus 2-piece food cans, and (iii) 3 -piece and DWI 2 -piece food cans as opposed to 
DRD 2 -piece food cans. However, the question of whether or not these vario us sub -
segments of metal food cans constitute separate product markets was ultimately left 
open11.   
(12) For the purpose of this Decision, the Commission will consider that there is a 
separate product market for metal food cans, as the market investigation did not 
reveal any reasons to depart from the product market definition followed by the 
Commission in previous cases. As regards the further possible segmentations set out 
above, u ltimately, the exact product market definition can be left open, because the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible market definition.  
(13) The Parties submit that the precise geographic market can be left open. For the 
purposes of this notification, however, they sugg est that the geographic scope is 
likely to be EEA -wide, primarily because aluminium food cans can be transported 
over relatively long distances and at relatively low cost.  
                                                 
6  Case M.4605 Hindalco/Novelis, paragraph 13.  
7  Form CO, paragraphs 115 -117. 
8  For the avoidance of doubt, for the rest of this decision when EEA is mentioned, this includes the EEA 
and Switzerland.  
9  Case M.7104 Crown/Mivisa, paragraph 10.  
10  3-piece cans are composed of a cylindrical body to whic h a bottom lid and a top lid (can ends) are 
attached and assembled through a welding process. 2 -piece cans have a top lid (can end) and a seamless 
body, of which the bottom is an integral part, with a typically rectangular or round base.  
11  Case M.7104 Crown/Mivisa, paragraph 29.  
 
4 (14) In the past12, the Commission has held that the geographic scope of the market(s) 
related to aluminium food cans is at least national and/or cross border regional (but 
not EEA -wide), while ultimately leaving the geographic market definition open. The 
Commission observed that the maximum distances of actual purchases by customers 
were gener ally below 600 km from their facilities  (and for some  regions customers 
source from distances that do not exceed 400 km ). 
(15) In the present case, the question whether the geographic scope of the market(s) at 
issue is national or cross -border regional can be left open, b ecause the Transaction 
does not raise serious doubts as to its compatibility with the internal market under 
any plausible market definition .  
5. COMPE TITIVE ASSE SSME N T 
5.1. Introduction  and market shares  
(16) The potential product market(s) for tinplate foo d cans are not relevant to the 
Transaction, as there is no horizontal or vertical relationship between the Parties’ 
activities in this regard. Moreover, in the production of food cans, aluminium sheet 
is only used in the production of 2 -piece DRD food cans . Therefore, for the purpose 
of this Decision, the competitive assessment will focus on the impact of the 
Transaction with regard to aluminium 2 -piece DRD food cans, which is the only area 
in respect of which a vertical link with KPS’ activities can be ide ntified. As to the 
geographic scope for the supply of aluminium 2 -piece DRD food cans, the 
Commission will consider both (i) national and (ii) cross -border regional markets, in 
line with the above conclusion on geographic market definition.  
(17) KPS (through Hy dro Rolling) is active in the EEA market for the production and 
supply of aluminium sheet for food cans. Crown European Tinplate is active in the 
downstream production and supply of aluminium 2 -piece DRD food cans:  
a. in Croatia, France, Germany, Greece, Ital y, Poland, Portugal, Slovenia, Spain; 
and 
b. in four cross -border regions in Europe13: (i) Portugal, Spain and Southern 
France; (ii)  Benelux, Northern France and Western Germany;; (i ii) Italy, 
Austria, Bulgaria, Croatia, Greece, Germany, Romania, Slovenia and Southern 
France; and ( iv) Poland, Czech Republic, Denmark, Eastern Germany, Latvia, 
Lithuania, Slovakia and Sweden.  
(18) The following table shows Hydro Rolling’s and its competitors’ EEA market shares 
in the supply of aluminium sheet for food cans:14 
                                                 
12  Case M.7104 Crown/Mivisa, paragraphs 55 and 56.  
13  For the purpose of this case, the regions represent the radius around Crown European Tinplate’s facilities 
that better reflects the actual distance travelled by cans produced  at the respective facility.  
14  The market has been reconstructed following information gathered from market players during pre -
notification.  


 
7 aluminium food can sheet production volumes compared to Crown European 
Tinplate's demand ]. Lastly, the Parties argue that this is a private equity transaction 
rather than vertical integration in the traditional sense. In t his context, the Parties 
submit that KPS’ portfolio companies are managed separately from each other, and 
the aim will be to maximise performance for each of the portfolio companies and 
therefore returns to investors. Therefore, the Parties argue that ther e would be no 
reason to forgo sales in one of the relevant markets in order to maximise sales in the 
other and, arguably, any such strategy would not even be possible given two sets of 
independent management.17 
5.3. The Commission’s assessment  
5.3.1.  Legal framework fo r the assessment  
(23) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position. In this respect, a merger can entail 
horizontal and/or non -horizontal effects.  
(24) As regards non -horizontal effects, the Commission Non -Horizontal Merger 
Guidelines18 distinguish between the effects of vert ical mergers, which involve 
companies operating at different levels of the supply chain, and of conglomerate 
mergers, which involve companies that are active in closely related markets.  
(25) According to paragraph 29 of the Non -Horizontal Merger Guidelines, a v ertical 
merger is said to result in foreclosure where actual or potential rivals' access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
reducing these companies' ability and/or incentive to compete.  
(26) Paragraph 30 of the  Non-Horizontal Merger Guidelines distinguishes two forms of 
vertical foreclosure. The first is where the merger is likely to raise the costs of 
downstream rivals by restricting their access to an important input (input 
foreclosure). The second is where th e merger is likely to foreclose upstream rivals by 
restricting their access to a sufficient customer base (customer foreclosure).  
(27) The present Section 5.3 assesses whether the Transaction is likely to raise vertical 
effects on the affected markets identified in Section 5.1. 
5.3.2.  Input  foreclosure  
(28) The Com mission considers that, post -Transaction, the Parties are unlikely to have 
the ability or the incentive to engage in an input foreclosure strategy by restricting 
competitors’ access to an important input. Moreover, any hypothetical input 
foreclosure strate gy from the Parties would be unlikely to have an impact on 
effective competition. This is for the following reasons.  
                                                 
17  Form CO, paragraphs 89 -90. 
18  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the contro l of 
concentrations between undertakings (‘Non -Horizontal Merger Guidelines’) (2008/C 265/07).  
 
8 5.3.2.1.  Lack of ability to foreclose competitors  downstream  
(29) First, it is unlikely that the Notifying Party has sufficient market power upstream to 
be able to engage in an input foreclosure strategy. This is because Hydro Rolling has 
a limited market share in the EEA market for aluminium sheet for food cans 
([5-10]% or [10-20]%) and there are several alternative suppliers, including larger 
players (in  sales volume) such as Elval, Novelis or Constellium.  
(30) Second , concerns raised by some can producers19 during the market investigation 
with regard to a lack of capacity in the upstream EEA market for aluminium sheet 
for food cans  are not supported by availa ble evidence.  
(31) While the Parties have not been able to provide upstream competitors’ capacity 
figures, the Commission engaged in a market reconstruction based on actual capacity 
and production data of the Parties’ main competitors. The results of the marke t 
reconstruction show that there is ample spare capacity in the market.  
(32) The market reconstruction conducted by the Commission indicates that there would 
be at least 10 0 kilotons  of spare capacity in the market (without Hydro Rolling’s  
capacity ). This exce eds the total annual demand of around 78 kilotons  (2020). It 
follows  that there is sufficient available capacity in the upstream market for food can 
manufacturers to switch suppliers in case the merged entity  would consider 
restricting their access to its aluminium sheet for food cans .  
(33) Overall, given the limited market position of the Notifying Party  upstream , the 
number of credible alternative suppliers, the merged entity would likely have only 
limited ability to engage in an input foreclosure strategy post -Transaction.  
5.3.2.2.  Lack of incentive to foreclose competitors  downstream  
(34) First , most of Crown European Tinplate’ demand of aluminium food can sheet is for 
[alloy types]  that are currently not produ ced by Hydro Rolling20. Hydro Rolling 
would need to carry out a significant capex investment (hundreds of EUR million) to 
produce aluminium food can sheet using alloy [alloy type] .21  
(35) Second , Hydro Rolling has not supplied aluminium sheet to Crown European 
Tinplate for over […]22. The market investigation showed that in order to supply a 
food can manufacturer, an aluminium producer has to go through an extensive 
qualification process that can last up to 18 months and includes a test with final 
customers’ produ cts23. Therefore, the incentive for the merged entity to engage into 
input foreclosure would be limited by the cost and time  necessary to try to qualify 
with Crown European Tinplate’s food can customers.  
                                                 
19  Minutes of calls with customers on 6 and 8 July 2021.  
20  [50-60]% and [40-50]% of Crown European Tinplate’s  demand is for [alloy types ] alloys, respectively. 
Hydro Rolling does not produce [alloy type ] alloy and produces only a very small amount of [alloy type ] 
alloy. In the last 18 months, a total of […] tons of [alloy type ] alloy was supplied to the food can market by 
Hydro Rolling while Crown European Tinpla te’s demand for [alloy type ] alloy in 2020 was […] tons.  
21  Form CO, paragraph 83.  
22  Form CO, paragraph 158.  
23  Minutes of a call with a competitor on 13 July 2021.  
 
9 (36) Third , the Notifying Party submits that the manufactu re of aluminium food can 
sheet is less commercially attractive than that of other aluminium FRPs24. In fact, 
less than [0-5]% of Hydro Rolling’s total output in 2020 is attributable to aluminium 
sheet for food cans25. In addition, in 2019, Hydro Rolling even  sold the equipment to 
produce coated aluminium foil for certain stand -alone can end -products26. In this 
regard, Hydro Rolling estimates that its production of aluminium food can sheet will 
remain stable even if demand grows in the next years27. This suggest s that 
aluminium food can sheet is [Hydro Rolling's product strategy for aluminium food 
can sheet ] to justify the investment and qualification effort needed to start supplying 
Crown European Tinplate . 
(37) In conclusion, given Hydro Rolling's preference for [Hydro Rolling's product 
strategy for aluminium FRPs ] and the substantive investments required to be able to 
supply the type of aluminium food can sheet mainly used by Crown European 
Tinplate, the merged entity would likely have a limited incentive to engage in an 
input foreclosure strategy post -Transaction.  
5.3.2.3.  Lack of impact on effective competition  
(38) Given the likely absence of ability and incentive to foreclose Crown European 
Tinplate’s competitors, it also seems unlikely that a foreclosure strategy could lead 
to any anticompetitive effects if implemented.  
(39) Moreover, in the event that Hydro Rolling would turn its supplies of aluminium food 
cans to Crown European Tinplate, the latter’s suppliers of aluminium sheet for food 
cans could in turn supply Hydro Rolling’s  current customers . Indeed, the market 
investigation revealed that most food can producers currently have more than one 
qualified supplier of food can shee t. In this regard, the majority of the Parties’ 
upstream and downstream competitors that expressed a view in the market 
investigation expect minimal or no impact of the Transaction on the supply of 
aluminium food can sheet to aluminium can produce rs28. 
5.3.3.  Customer  foreclosure  
(40) The Commission considers that, post -Transaction, the Parties are unlikely to have 
the ability or the incentive to engage in a customer foreclosure strategy. Moreover, 
any hypothetical customer foreclosure strategy from the Parties would be unlikely to 
have an impact on competition. This is for the following reasons.  
(41) First , despite Crown E uropean Tinplate’s high market shares in certain geographies, 
there are many other aluminium 2 -piece DRD food can produce rs in the EEA 
besides Crown European Tinplate, like Trivium, Envases Universales, Massilly and 
Silgan as well as other smaller producer s29. Even though some of Hydro Rolling’s 
                                                 
24  To maximize profit, Hydro Rolling produces a mix of aluminium FRPs in its rolling mills . 
25  Form CO, paragraph 85.  
26  Form CO, paragraphs 79, 81 and 175.  
27  Form CO, paragraph 171 -172. 
28  Responses from Hydro Rolling’s competitors received on 01.07.2021, 07.07.2021 and 08.07.2021 to the 
Commission’s request for information sent on 28.06.2021. Responses from Hydro Rolling’s customers 
received on 01.07.2021 and 02.07.2021 to the Commission’s request for information sent on 28.06.2021.  
29  Form CO, paragraph 186.   
 
10 competitors were concerned30 about losing Crown European Tinplate as a customer  
post-Transaction , several aluminium sheet suppliers contacted during the market 
investigation stated that there are alternative  aluminium  2-piece DRD food can 
producers in the EEA  to which they can sell their aluminium sheet .31 Considering an 
upstream market for the supply of aluminium sheet for food cans that is EEA -wide 
(plus Switzerland), producers upstream could serve customers in a different (national 
or cross -border regional) geography. In this regard , the time that Crown European 
Tinplate would require to  qualify Hydro Rolling’s products could be used by  other 
aluminium can sheet producers to have their products qualified by new cu stomers.  
(42) Second , the majority of Hydro Rolling’s competitors contacted during the market 
investigation were not concerned about the potential impact of the Transaction on 
their business or more broadly on the market32.  
(43) Third , in any event, even if Hydro R olling would turn all its aluminium can sheet 
production to Crown European Tinplate, the latter would still source at least [50-
60]% of its needs of aluminium food can sheet from other producers (for  alloy [alloy 
type], for the reasons stated in paragraph (33) above) .33 
(44) In view of the se considerations, the Commission concludes  that it is unlikely that 
customer foreclosure concerns will arise from the Transaction.  
5.3.4.  Conclusion of the Commission’s assessment  
(45) In light of the above considerations and of all evidence available to it, the 
Commission considers that the Transaction does not give rise to serious doubts as to 
its compatibility with the internal market or the functioning of the EEA Agreement 
due to vertical non -coordinated effects under any plausibl e market definition.  
6. CONCLUSION  
(46) 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 Agreement. This decision is adopted in application of Art icle 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
30  Responses from the Parties’ competitors received on 07.07.2021 and 08. 07.2021 to the Commission’s 
request for information sent on 28.06.2021.  
31  Responses from the Parties’ competitors received on 01.07.2021, 07.07.2021 and 08.07.2021 to the 
Commission’s request for information sent on 28.06.2021.  
32  Responses from the Parti es’ competitors received on 07.07.2021 and 08.07.2021 to the Commission’s 
request for information sent on 28.06.2021.  
33  Form CO, paragraph 160.