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, 12.10.2021  
C(2021 ) 7471 final  
PUBLIC VERSION  
 
Graphic Packaging International Europe 
Holdings B.V.,  
c/o Graphic Packaging Holding Company  
1500 Riveredge Pkwy NW, Ste 100, 9th 
Floor  
GA 30328 At lanta  
United States of America  
Subject : Case M .10353  – GRAPHIC PACKAGING HOLDING COMPANY / 
AR PACKAGING GROUP  
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 7 September 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Graphic 
Packaging International Europe Holdings B.V. , (‘GPK ’ or ‘Notifying Party’ ) intends 
to acquire, within the meaning of Article 3(1)(b) EUMR, sole control over AR 
                                                 
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 ( the ‘ 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’).  
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information omitted has been replaced by 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 Packaging Group AB ( ‘ARP ’, and together with GPK, the ‘Parties’)  by way of 
acquisition of shares .3  
1. THE  PARTIE S  
(2) GPK  is part of a corporate group headed by Graphic Packaging Holding Company , a 
US-headquartered global manufacturer and provider of paperboard and sustainable 
paper -based packaging solutions for a wide variety of customers . GPK is active both 
in the production of cartonboard from its production mills in the US, and  in the 
converting of cartonboard into various packaging solutions for a wide range of 
customers.  
(3) ARP is headquartered in  Lund, Sweden , and is a global provider of sustainable fibre -
based packaging solutions for the food and consumer goods, beauty and cosm etic, 
confectionary, food service, tobacco, the pharmaceutical and medical industries . 
2. THE  TRANSACTION  
(4) Pursuant to a share purchase agreement signed on 12 May 2021, GKP will acquire 
100% of the shares in ARP  (the ‘Transaction’) . Upon completion of the Transaction , 
GPK will exercise sole control over ARP  within the meaning of Article 3(1)(b) of 
the Merger Regulation . 
3. UNION  DIME NSION  
(5) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million  [in 2020, GPK: […]; ARP: […]]4. Each of them has a  
Union -wide turnover in excess of EUR 250 million  [in 2020, GPK: […]; ARP: […]], 
but they do not achieve more than two -thirds of their aggregate Union-wide turnover 
within one and the same Member State. The notified operatio n therefore has a U nion 
dimension  pursuant to Article 1(2) of the Merger Regulation .  
4. RE LE VANT MARKE TS   
(6) The Parties’ activities overlap horizontally with regard to  the supply of folding 
cartonboard packaging . Both Parties also have a small presence in the supply of 
packaging machinery to customers in the EU , but as it does not give  rise to an 
affected market under any plausible product or geographic market definition it is not 
dealt with in this Decision.5  
(7) GPK is also active in the upstream market of produ cing paperboard . However, t he 
Parties do not have a vertical relationship , GPK does not have any paperboard sheet 
production activities in the EEA  and it does not sell to third party converters in the 
                                                 
3  Publication in the Official Journal of the European Union No C 400, 4.10.2021 , p. 4, and Corrigendum in 
OJ C 405, 7.10.2021, p. 11.  
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
5  The Parties’ combined market share in the narrowest plausible market is below 10%. Form CO, paragraph 
11 and response of 7/10/2021 to Request for Information 4.  
 
3 EEA.6 This Decision will therefore focus solely on the impact of the Transaction  on 
the supply of folding cartonboard packaging . 
4.1. Product market definition  
(8) Converting paperboard7 into cartonboard packaging p roducts  involves  the printing, 
folding, gluing and often  laminating / coating of pre -ordered sheets of pa perboard 
and cutting the board into carton blanks. The carton blanks also incorporate creases, 
which enable the carton to be formed for packaging the customer’s product.8 Folding 
carton board  packaging is sold to producers of food and non -food consumer prod ucts 
to be used to pack a wide range of products belonging to different end -use 
segments .9 A form of cartonboard packaging is  microflute, which is a type of 
corrugated cartonboard  used for transport and display purposes at the point of 
sales.10  
(9) The Parties’ activities in folding cartonboard packaging overlap in the EEA only 
with respect to certain end -use applications : (i) beverages, (ii) food, (iii) healthcare, 
(iv) personal care and (v) other non -food. None of the Parties is active in the supply 
of cartonboard packaging with microflutes in the EEA.  
4.1.1.  The Commission’s previous decisions  
(10) In its previous decision s, the Commission has considered the possibility of sub -
segmenting the folding cartonboard packaging market by end -use ap plication . For 
instance, it has considered that folding cartonboard for tobacco, for 
pharmaceutical/medical products or for beverages might constitute distinct markets . 
However,  the market definition has ultimately been left open.11 The Commission’s 
previous decisions hav e not addressed the relevance of the distinction between 
folding cartonboard with and without microflutes for product market definition 
purposes.  
(11) Moreover, within beverages, the Commission has considered in its previous 
decisions the possibility of disting uishing between (i) rigid boxes used for the 
packaging of premium beverages, and (ii) multipack cartons used for packaging 
beer, cider or soft drinks.  However, the market definition has ultimately been left 
open.12  
                                                 
6  [Sales policy/strategy ] (see Form CO, footnote 36). GPK’s market share on the hypothetical wor ldwide 
production of paperboard would also be very limited [5-10]% (see Form CO, footnote 141) .  
7  The industry usually distinguishes between four main categories of paperboard: solid bleached sulphate 
(SBS), coated natural kraft ( CNK  or CUK ), folding box  board ( FBB) and white lined chipboard ( WLC or 
CRB ) (Form CO , paragraph  88). 
8  Form CO, paragraph 91.  
9  Form CO, paragraph 107.  
10  Form CO, paragraph 92. According to some customers, folding cartonboard packaging without 
microflutes is used to pack the p roduct and is the unit purchased and that the consumer “touches”. By 
contrast, microfluted cardboard is a packaging unit which typically contains multiple cartons: it is used for 
display purposes on shelf at the point of sale  (see mi nutes of DG COMP calls of 30 August 2021 with a 
customer and of 3 September 2021 with a competitor ).  
11  Cases M.5599 – AMCOR / ALCAN, paragraphs 44 -45, and M.8421 – WESTROCK / MPS, paragraphs  
12-18. 
12  Case M.8421 – WESTROCK / MPS, paragraphs 12 -18. 
 
4 4.1.2.  The Notifying Party’s views  
(12) The Parties p ropose to leave open the product market definition, since no con cerns 
would arise even un der the narrowest plausible segmentation.13 In any case, t he 
Parties submit that microflutes should be included in the overall folding cartonboard 
packaging market , as there is high level of substitutability between microflutes and 
other cartonboard packaging .14 
4.1.3.  The Commission ’s assessment  
(13) The market investigation  supports  the Commission’s previous practice of 
considering  the possibility of sub -segmenting the folding cart onboard packaging 
market by end -use application . The majority of respondents to the market 
investigation agreed with this segmentation .15 Within beverages, the majority of 
respondents  also indicated that suppliers tend to be specialis ed and supply either 
rigid boxes for premium beverages or multi -pack cartons  for beers or soft drinks .16 
Finally,  with regard to possible further  sub-segmentation (e.g. sub-segmenting  the 
supply of folding cartonboard packaging for food into the supply to the retail sector 
and to the foodservice sector  or by type of product ) a majority of respondents also 
considered that , generally, and as regards the end-applications where the P arties 
overlap , no further sub -segment ation  is necessary .17 
(14) As re gards microflutes, the market investigation was inconclusive: t he majority of 
customers who responded  to the market investigation  replied that  they do not use 
microflute s for the packaging  they purchase for their products18 but that microflute s 
can be replaced with folding cartonboard with out microflute  (and vice versa ) in 
certain situations.19 The majority of competitors  who responded to the market 
investigation indicated that  they manufacture both microflutes and cartonboard 
without microflutes20, though the responses were inconclusive regarding the degree 
to which there is supply -side substitutability .21 
(15) In any event , for the purposes of this Decision, it can be left open whether the 
folding cartonboard market should be sub -segmented according to  end-use 
applications or whether a distinction would be appropriate between packaging with 
or without microflutes, as the Transaction  does not raise serious doubts as to its 
compatibility with the internal market even under the narrowest market definition.  
Therefore, the Commission will analyse the impact of the Transaction  on the folding 
carto nboard market, distinguishing by end -application (and in beverages, 
                                                 
13  Form CO, paragraph 111.  
14  Form CO, paragraphs 93 -96. The Notifying Party submits that microflute packaging is produced on the 
same machinery as other cartonboard packaging, using the same print, cut and glue assets, but then 
requires an additional stage of lamination which requi res an additional piece of equipment . 
15  See replies to question 3 in both Questionnaire Q1 to Customers and Questionnaire Q2 to Competitors.  
16  See replies to question 4 in both Questionnaire Q1 to Customers and Questionnaire Q2 to Competitors.  
17  See rep lies to questions 6, 9, and 12  in Questionnaire Q1 to Customers , and replies to questions 7, 10, and 
13 in Questionnaire Q2 to Competitors . 
18  See replies to questions 7, 10, and 13  in Questionnaire Q1 to Customers . 
19  See replies to questions  8, 11, and 1 4 in Questionnaire Q1 to Customers . 
20  See replies to questions 8, 11, and 14  in Questionnaire Q2 to Competitors.  
21  See replies to questions  9, 12, and 15  in Questionnaire Q2 to Competitors.  
 
5 considering narrower segment s including only soft drinks) and in all cases  
presenting the narr owest segment  excluding microflutes .22 
4.2. Geographic market definition  
(16) The C ommission’s decisional practice has been to leave open whether the scope o f 
the market for folding cartonboard packaging is national  or EEA-wide.23 
(17) The Notifying P arty submits that cartonb oard packaging is often transported across 
national borders and that customers typically purchas e their requirements from 
suppliers in other European countries ,24 which would indicate  that the market is open 
for competition from cross -border suppliers located within and outside the EU .25  
(18) The results from the market investigation were inconclusive. The majority of 
competitors responded that they would consider selling folding cartonboard 
packaging  in an area wider than the EEA.26 However, the majority of customers 
responded that they would consider purchasing folding cartonboard packaging  on a 
regional basis (i.e. nationally and neighbouring countries).27  
(19) In any event , the precise geographic scope of the market may be left open since  the 
Transaction  does n ot raise serious doubts as to its compatibility with the internal 
market  or the functioning of the EEA Agreement  regardless of the geographic 
market definition adopted. T he Commission will analyse the impact of the 
Transaction  at national, regional  (e.g. W estern Europe)  and EEA level . 
(20) The Transaction  would give rise to affected markets only in the following plausible 
product and geographic markets: (i) supply of folding cartonboard for soft drinks in 
the EEA; (ii) supply of folding cartonboard for soft drin ks in Western Europe;  (iii) 
supply of overall folding cartonboard  packaging in Croatia ; (iv) supply of overall 
folding cartonboard  packaging in Spain;  (v) supply of folding cartonboard for 
personal care  products in Germany ; (vi) supply of folding cartonboard for personal 
care products in Poland;  and (vii) supply of folding cartonboard packaging for food 
products in Spain.28 The conditions of competition and the position of the Parties are 
similar  in each of these plausible markets . 
5. COMPE TITIVE ASSE S SME NT : HORIZONTAL NON -COORDINATE D E FFE CTS  
(21) According to the Commission’s Guidelines on the assessment of horizontal mergers 
under the Council Regulation on the control of concentrations between undertakings 
(“Horizontal Merger Guidelines”),29 mergers between  actual or potential competitors 
                                                 
22  In the absence of any indication, market shares on this Decision are to be understood as excluding 
microflutes. Market shares including microflutes will also be presented, when available.  
23  Case s M.5599 – AMCOR / ALCAN , paragraphs 49, M.8421 – WESTROCK /  MPS , paragraphs 29 -35, 
and M.10122 - MAYR -MELNHOF KARTON / KOTKAMILLS GROUP, paragraphs 43 -45. 
24  Form CO, paragraph 130.  
25  Form CO, paragraph 131.  
26  See replies to questions 17, 20 and 23 of Questionnaire Q2 to Competitors.  
27  See replies to questions 18, 21 and 24 of  Questionnaire Q1 to Customers . 
28  In all cases, excluding microflutes.  
29  OJ C 31, 05.02.2004.  
 
6 can result in horizontal non -coordinated effects which are harmful to competition.30 
The Horizontal Merger Guidelines list a non -exhaustive number of factors which can 
influence whether or not significant horizontal non -coordinated effects are likely to 
result from a merger, such as the large market shares of the merging firms, the fact 
that the merging firms are close competitors and the limited possibilities for 
customers to switch suppliers.31  
5.1.1.  The Notifying Party’s views  
(22) The Notifying Party submits that the Transaction  will not give rise to concerns in 
any of the potentially affected markets for the following reasons :32 first, the market 
share increment  would be very limited ; second, s trong competitors would remain in 
a fragmented market ;33 third, multi-sourcing is common in the market, customers 
frequently switch provider to minimise price s and b arrier s for switch ing are de 
minimis ;34 fourth, there are l imited barriers to entry and expansion ;35 fifth, customers 
are large an d sophisticate d purchasers (such as  […] etc.) who exert significant buyer 
power ; and sixth, the Parties are not close competitors  as they focus on different 
customer groups / locations.  
5.1.2.  The Commission’s assessment  
(23) On the basis of the information available to it and in light of the results of the market 
investigation, the Commission considers that the Transaction is unlikely to raise 
competition concerns, for the following reasons.  
(24) First, market shares remain relatively moderate post -merger in most of the pl ausible 
markets and in any event  the market share increments are always minimum or 
negligible.36  
                                                 
30  See Horizontal Merger Guidelines, paragraph 24: “ A merger may significantly impede effective 
competition in a market by removing important competitive constraints on one or more sellers who 
consequently have increased market power. The most direct effect of the merger will be the loss of 
competition between the merging firms. For example, if prior to the merger one of the merging firms had 
raised its price, it would have lost some sales to the other merging firm. The merger removes this 
particular constraint. Non -merging firms in the same market can also benefit from the reduction of 
competitive pressure that results from the merger, since the  merging firms’ price increase may switch 
some demand to the rival firms, which, in turn, may find it profitable to increase their prices. The 
reduction in these competitive constraints could lead to significant price increases in the relevant 
market ”.  
31  Horizontal Merger Guidelines, paragraph 26 et seq.  
32  Form CO, paragraphs 233 – 261. 
33  The Notifying Party submits that the merged entity would continue to face significant competition from 
multinational converters active across the EU (such as Mayr -Meln hof, MPS/ WestRock,  DS Smith, Van 
Genechten,  and others), as well as a range of smaller, local c onverters (for example, Seda,  Autajon , 
Hinojosa Packaging , Dot 2 Dot, and others ). 
34  According to the Notifying Party, multi -sourcing gives customers access to alternative providers at little to 
no delay , switching costs are typically borne by the new provider rather than by the customer , and 
suppliers will not typically be guaranteed a fixed volume of work from customers, so there is no penalty 
for a customer lo oking to shift production between existing providers . 
35  Providers are , according to the Notifying Party,  able to switch production easily between end -user 
segments as the base raw material is the same . 
36  The Notifying Party has presented market shares estimates under two different sources: the industry report 
“The Future of Folding Cartons to 2026 ” published by Smithers Pira (“Pira”)  and the industry report 
“European Carton Prospects 2019 Edition ” prepared by NOA -PRISM for the European Carton Makers 
 
 
7 (i) In the supply of folding cartonboard packaging for soft drinks in the EEA ,37 
GPK’s market share is [20-30]% and ARP’s market share is less than [0-5]%, 
resultin g in a combined market share of [20-30]%.38 The Parties’ main 
competitors are MPS/WestRock,  with a [20-30]% market share,  Mayr -
Melnhof , with a [5-10]% market share,  and Van Genechten , with a [0-5]% 
market share . In other words, the Transaction  would entail the merger of the 
biggest player in this segment with one of the smallest , giving rise to a 
negligible share increment . There would be one competitor whose market 
share would be only just below  that of  the merged entity, and t here would be 
at least three  competitors with market shares substantially higher than the 
market share increment brought about by the Transaction . 
(ii) In the supply of folding cartonboard packaging for soft drinks in Western 
Europe39 the picture is relatively similar: GPK’s market share is [20-30]% 
and ARP’s also less than [0-5]%, resulting in a combined market share of 
[20-30]% post -Transaction.40 Again, t he P arties’ main competitors are 
MPS/WestRock,  with a [10-20]% market share,  Mayr -Melnhof , with a [5-
10]% market share,  and Van Genechten , with a [0-5]% market share . In other 
words, the Transaction would entail the merger of the biggest player in this 
                                                                                                                                                      
Association (“ Prism”). Prism data is based on production locations while Pira data is based on customer 
location (as defined by the location of the packer). This means that market sizes will differ due to the 
existe nce of imports and exports between countries or regions. While Pira does report major market 
participants in the industry, neither the Prism report nor Pira report publishes any detailed and precise data 
on individual market participants. As such, neither Party has any reliable, third -party information on the 
revenue or market share data of its competitors. Market share of competitors are therefore the Parties’ 
estimates (see Form CO, paragraphs 150 and ff). Although Prism’s estimates of the overall market sizes 
are smaller (and the Parties’ shares are generally higher and thus more conservative), t he Commission 
agrees with the Parties that overall they seem to be less reliable, mainly because they only take into 
account local production in the region/countr y in question, but not the exports and imports out of and into 
the markets. More generally , the Commission considers not credible the size of some market  segments 
estimated by Prism. For instance, Prism estimates the overall size in Germany of the soft dri nks/beers 
segment (where it attributes to GPK a [90-100]%  share and to APR a [0-5]% share) to be […] (vs […] by 
Pira) and of the beverages segment (GPK, [60-70]% ; APR [0-5]%) to be […] (vs […] by Pira). By 
comparison, Prism estimates the size of food marke t in Germany to be […] and the beverage market in 
Poland at […].  
For this reason, the Commission will take into account in this decision the market size and share estimates 
based on Pira. In any case, the conclusions of the Commission would not change if the Prism estimates 
were taken into account : essentially there would be an additional affected market (beverages/soft 
drinks/beers in Germany) but three less (overall folding packaging in Croatia and Spain, personal care in 
Poland and food in Spain) and  the market share increments would in any and all market segments be also 
negligible (always  [0-5]% except  [0-5]% in beverages in Germany) . 
37  The EEA figures corresponds to Pira’s “Total Europe” category, which includes a number of non -EEA 
countries and t erritories, i.e. it includes all EU Member States as well as the following : Albania, Andorra, 
Armenia, Azerbaijan, Belarus, Bosnia Herzegovina,  Faroe Island, Georgia, Gibraltar, Greenland, Holy 
See, Kazakhstan, Kyrgy zstan, Liechtenstein, Macedonia, Moldov a, Monaco, Norway, San Marino, Serbia, 
Svalbard and Jan Mayen Island, Switzerland, Tajikistan, Turkmenistan, Ukraine and Uzbekistan.  
38  Form CO, Table 7 “ EU – Pira – Breakdown of the Beverages segment in 2020 ”. Including  microflutes, 
GPK’s share would be [10-20]% and ARP’s [0-5]%. 
39  Pira’s “Western Europe” figures includes the following countries  and territories : Andorra, Austria, 
Belgium, Cyprus, Denmark, Faroe Island, Finland, France, Germany, Gibraltar, Greece, Greenland, Holy 
See, Iceland, Ireland, It aly, Liechtenstein, Luxembourg, Malta, Monaco, Netherlands, Norway, Portugal, 
San Marino, Spain, Svalbard and Jan Mayen Island, Sweden and Switzerland.  
40  Form CO, Table 13 “ Table 13: Regions (Western and Eastern Europe) – Pira – Breakdown of the 
Beverages  segment in 2020 ”. Including microflutes, GPK’s share is [10-20]% and ARP’s is less than [0-
5]%. 
 
8 segment with one of the smallest , thus leaving the structure of supply almost 
unaffected . There would be at least three competitors with mar ket shares 
substantially higher than the market share increment brought about by the 
Transaction . 
(iii) In the overall supply of folding cartonboard packaging i n Croatia , the Parties’ 
combined market share would only be [20-30]%. GPK’s presence is minimal, 
with a market share of [0-5]%, whereas ARP’s market share is [10-20]%, 
resulting in a combined market share of [20-30]%.41 The main competitors 
are Lana -Karlovačka tiskara,  with a [5-10]% market  share,  and Grafičar 
Ludbreg , with a [5-10]% market share . The other competitors have market 
shares lower than [0-5]%, which illustrates the high fragmentation of the 
market . In other words, the Transaction would entail the merger of the 
biggest player with , at best, the fifth player in this segment . There would be 
at least three competitors with market shares higher than the market share 
increment brought about by the Transaction . 
(iv) In the overall supply folding cartonboard packaging in Spain , the situation is 
the contrary: GPK’s market share is [20-30]% and ARP’s market share is 
only [0-5]%, resulting in a combined market share of [20-30]%.42 The 
Parties’ main competitors are Essentra,  with a [10-20]% market  share,  
Hinojosa Packaging , also with a [10-20]% market  share,  and Autajon , with a 
[10-20]% market share . In other words, the Transaction would entail the 
merger of the biggest player with  one of the smallest. There would be at least 
three competitors with market shares substantially higher than the market 
share increment brought about by the Transaction.  
(v) In the supply of folding cartonboard packaging for personal care products in 
Germany , GPK’s market position is very limited, with only a [0-5]% market 
share, whereas ARP’s market share is [20-30]%, resulting in a combined 
market share of [20-30]%.43 Other compe titors are Edelmann, with a [20-
30]% market share, Westrock, with a [10-20]% market  share , Autajon, with a 
[10-20]% market share , Mayr -Melnhof , with a [5-10]% market share , and 
Van Genechten, with a [5-10]% market share .44 In other words, the 
Transaction would entail the merger of the first and, at best, the seventh 
player in this segment.45 There would still be three competitors with market 
shares between 10% and 20% and at least five competitors with market 
shares substantially higher than the market shar e increment brought about by 
the Transaction.  
                                                 
41  Form CO, Table 20 “ Croatia – overall paperboard converting activities in 2020 ”. Including microflutes, 
GPK’s share is [0-5]% and ARP’s [10-20]%. 
42  Form CO,  Table 47 “Spain  – overall paperboard converting activities in 2020 ”. Including microflutes, 
GPK’s share is [10-20]% and ARP’s is [0-5]%.  
43  Form CO, Table 31 “ Germany – paperboard converting activities by end -use segment in 2020 ”. Including 
microflutes,  GPK’s is [0-5]% and ARP’s [10-20]%. 
44  Competitors’ market shares are based on Prism, as they were not available under Pira. Parties´ shares 
under Prism are [0-5]% (GPK) and [20-30]% (ARP).  
45  GPK’s presence in this area is so limited that Prism does not even record it as a competitor (it attributes to 
it a [0-5]% share in 2020.  
 
9 (vi) In the supply of folding cartonboard packaging market for personal care 
products in Poland , the situation would be very similar: GPK’s market share 
would only be [0-5]% and ARP’s market share is [50-60]%, resulting in a 
combined market share of [50-60]% post -transaction .46 Post-transaction the 
main remaining competitors would be  Mayr -Melnhof , with a [10-20]% 
market share, Essentra with a [10-20]% market share, and Van Genechten, 
with a [10-20]% market share.  In this case, although ARP’s  market  share pre -
transaction is high, GPK’s presence is  minuscule , thus the structure of supply 
will remain essentially unaffected by the Transaction.  Although the Party’s 
combined share post -merger is relatively high, GPK’s a ctivities  appear to be 
particularly limited in Poland. In 2020, GPK ’s sales in folding packaging 
cartonboard in Poland were […], amounting to less than [0-5]% of the overall 
market (i.e. including all end -uses). In particular, GPK’s presence in personal 
care appears to be merely symbolic, with sales of […] in 2020. Moreover, a ll 
but one of the competitors active in the personal care segment confirmed that, 
in case of a price increase by the Parties post -Transactio n, they could 
increase production to supply customers willing to switch.47 
(vii) In the supply of folding cartonboard packaging market for food products in 
Spain , GPK’s market share is [30-40]% and ARP’s market share is [0-5]%, 
resulting in a combined market shar e of [30-40]%.48 Post-Transaction the 
main remaining competitors would be Hinojosa Packaging, with a [20-30]% 
market share, Mayr -Melnhof, with a [10-20]% market share, and Alzamora, 
with a [10-20]% market share . In other words, the Transaction would entail 
the merger of the biggest player with one of the smallest. There would be  one 
competitor with a market share of [20-30]%, and there would be  at least three 
competitors with market shares substantially higher than the market share 
increment brought about by  the Transaction.   
(25) Second , the Parties do not appear to be close competitors in any of the plausible 
markets referred to in paragraph (20) since they have a highly complementary 
footprint in the EEA as regards both their product portfolio and the geogra phies 
where they are active: GPK appears to be well established in beverages and foo d but 
is considerably weaker in hea lth care and personal c are, and the latter two are the 
sectors (besides food) where ARP’s presence in the EEA is more prominent .49 
Geographically , GPK is particularly weak precisely in those countries where ARP’s 
presence seems more significan t (Croatia, Czechia, Finland, Ge rmany  (except in 
beverages), Greece, Hungary, and Poland ). And at EEA level, this complementarity 
is also reflected in the Parties’ very distant position in terms of market shares, as 
illustrated in paragraph (24) above.  
(26) Third , there are alternative sources of supply for customers  in all of the plausible 
markets referred to in paragraph (20). Post-Transaction there would generally remain 
at least three  relevant competitors in all potentially affected markets considered.  
                                                 
46  Form CO, Table 44 “ Poland – paperboard converting activities by end -use segment in 2020 ”. The shares 
including  microflutes  would be less than  [0-5]% and [40-50]%, respectively.   
47  See replies to question 41 in Questionnaire Q2 to Competitors . See also paragraphs (25)-(28). 
48  Form CO, Table 48 “ Spain – paperboard converting activities by end -use segment in 2020 ”. Including  
microflutes, GPK’s share is [20-30]% and ARP’s [0-5]%. 
49  One of the customers in the beverage sector even admitted it did not know ARP. See Minutes of Call 
between DG COMP and a customer of 8 September 2021.  
 
10 Among the names mentioned by customers as alternative supplie rs to turn to in case 
of a price increase by the Parties are Westrock, Karl Knauer, Baden Packaging, Van 
Genechten, WB Verpackungen, Colordruck in the beverage segment, Aujaton, 
Westrock, Edelmann or MMP for personal care products, and Seda, Huhtamäki, 
MMK  or VG for the packaging of food products.  The Commission has also 
investigated whether, besides local players, customers could also resort to 
multinational players capable of supplying facilities across the EEA. In this respect, 
when asked how many altern ative suppliers (i.e. other than  the Parties ) they had with 
the ability to serve (even potentially) several EEA Member States  (in terms of 
capacity, technology, and plants across Europe) , the most common repl ies among 
customers in all sectors was ‘three to  five’ or ‘more than five’.50 Moreover, these 
alternative suppliers have spare capacity available: all except one of the competitors 
indicated during the market investigation that they could increase production to serve 
customers present all around the EEA.51  
(27) Fourth , switching is relatively frequent  in all of the plausible markets referred to in 
paragraph (20), and takes place in competitive conditions. A majority of customers 
indicated that contracts are renewed regularly every 3-4 years , in general through 
tenders or equivalent competitive negotiations , where numerous suppliers 
participate .52 When asked, a majority of customers across all sectors indicat ed that at 
least five suppliers  participate in the tenders or are considered in the negotiations  for 
new contracts or renewals .53  
(28) Fifth, and finally, a s to the impact of the Transaction, only a minority of customer s 
and competitors in any of the plausible markets referred to in paragraph (20) were of 
the view that prices would become more expensive  as a result of the Transaction .54 
And at the same time, only a minority of customers (in all market segments) 
indicated that, in case the P arties decided to raise prices  post-merger , there would not 
be sufficient alternative suppliers  to turn to  cover all their needs .55 Although some 
mark et respondents showed their concern due to the loss of one competitor, overall 
the majority of the responses were neutral o r even positive. Two large customers in 
the beverage sector indicated that “ GPK would gain additional capacity as a result 
of this tr ansaction which could translate to lower prices due to efficiency gains. […] 
there is still enough competition in the market for this transaction not to impact 
prices long term ”56 and that “ [w]e expect the prices  [to] remain the same, since 
there is enough competition in the market. The merger between [GPK] and [ARP] 
will not add any new capacity to the market ”.57  
                                                 
50  See replies to questions 27, 32 and 37 in Questionnaire Q1 to Customers.  
51  See replies to questions 39, 41, and 43 in Questionnaire Q2 to Competitors.  
52  See replies to questions 25, 26, 30, 31, 35, 36 in Questionnaire Q1 to Customers . Although most 
competitors indicated renewals take place every one -two years ( see replies to questions 26, 30, 34 in 
Ques tionnaire Q 2 to Competitors ). 
53  See replies to questions 26, 31, 36 in Questionnaire Q1 to Customers . 
54  See replies to questions 39, 41, and 43  in Questionnaire Q1 to Customers , and replies to questions 38, 40, 
and 42  in Questionnaire Q2 to Competitors.  
55  See replies to questions 40, 42, and 44  in Questionnaire Q1 to Customers . This is consistent with 
competitors ’ replies that they could increase their production if needed (see para graph  (26)). 
56  See reply from a customer to question 39.1  in Questionnaire Q1 to Customers .  
57  See reply from a customer to question 39.1  in Questionnaire Q1 to Customers .  
 
11 5.1.3.  Conclusion  
(29) In view of (i) the limited market share increment in all plausible affected markets, 
(ii) the apparent complementarity  of the Parties’ activities as regards prod ucts and 
geographies within the EEA, which suggests they are  not particularly close 
competitors, (iii) the existence of alternative suppliers in all market segments to 
which customers could switch  and that contracts are renewed frequently through 
tenders or competitive processes ; and (iv) the existence of spare capacity for 
suppliers to increase production and serve customers willing to switch, the 
Commission takes the view that the Transaction doe s not raise serious doubts as to 
its compatibility with the internal market  or the functioning of the EEA Agreement 
with regard to any of the following markets: (i) supply of folding cartonboard for 
soft drinks in the EEA; (ii) supply of folding cartonboar d for soft drinks in Western 
Europe; (iii) supply of overall folding cartonboard packaging in Croatia; (iv) supply 
of overall folding cartonboard packaging in Spain; (v) supply of folding cartonboard 
for personal care products in Germany; (vi) supply of fo lding cartonboard for 
personal care products in Poland; and (vii) supply of folding cartonboard packaging 
for food products in Spain . 
6. CONCLUSION  
(30) For the above reasons, the European Commission has decided not to oppose the 
Transaction  and to declare it comp atible 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)  
Margrethe VESTAGER  
Executive Vice-President