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, 30.09.2019  
C(2019)  7142 final  
PUBLIC VERSION 
To the notifying parties  
Subject : Case M. 9491 – ARDAGH GROUP / OTPP -ELEMENT / JV  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
(EC) No  139/20041 and Article 57 of the Agreement on the European 
Economic Area2  
Dear Sir or Madam,  
1. On 5 September  2019, the  European Commission received notification of a proposed 
conc entration pursuant to Article 4 of the Merger  Regulation by which the 
undertakings Ardagh Group S.A. (Luxembourg) (‘Ardagh’) and Element Holdings II 
LLP (USA) (‘Element’), a subsidiary of  Ontario Teachers’ Pension Plan Board 
(Canada) (‘OTPP’), acquire within the meaning of Article 3(1)(b)  and Article 3(4)  of 
the Merger R egulation joint control over the whole of the a newly created joint 
venture (‘JV’) (t he Netherlands)  by way of purchase of shares.3 
2. The business activities of the undertakings concerned are:  
− Ardagh is the holding company of an international group of companies mainly 
active in the production of rigid packaging solutions for the food and beverage 
as well as consumer products industries. It supplies a broad range of glass and 
metal packaging products to a variety of end markets on a global basis,  
− Element, through one or more wholly owned Exal subsidiaries, manufactures 
and sells metal packaging products. Exal’s metal packaging products consist of 
aluminium aerosol cans that are used to package beauty, personal care, 
pharmaceutical, food, and home care products; and aluminium bottles for 
beverages,  
− OTPP is an independent single -profession pension plan concerned with the 
administration of pension benefits and the investment of pension plan assets, 
                                                 
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 C 311, 16.9.2019, p. 4. 

 
2 − the JV  will be contributed the business of Exal and of Ardagh’s Food and 
Specialty business. The JV  would post -transaction be active in metal 
packaging, more specifically in the production of food, nutrition, paint & 
coatings, aerosols and other specialty cans as well as aluminium bottles.   
3. After examination of the notification, the European Commission has concluded that 
the notified operation falls within the scope of the Merger  Regulation and of 
paragraph 5( c) of the Commission Notice on a simplified procedure for treatment of 
certain concentrations under Council Regulation (EC) No  139/2004.4 
4. For the reasons set out in the Notice on a simplified procedure, 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 Article 6(1)(b) of the Merger  Regulation  and Article 57 of 
the EEA Agreement . 
For the Commission 
 
 
(Signed)  
Cecilio MADERO VILLAREJO  
Acting Director -General  
                                                 
4  OJ C 366, 14.12.2013, p. 5.