Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Co mmissie, 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,  11.02.2019  
C(2019 ) 1314 final  
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has been replaced by ranges of figures or a 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.   
PUBLIC VERSION  
To the notifying parties  
Subject : Case M. 9094 – Amcor / Bemis  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 12 December  2018 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
the undertaking Amcor Limited ( “Amcor ”, Australia ) will acquire, within the 
meaning of  Article 3(1)(b) of the Merger Regulation,  control  of the whole of  
Bemis Company, Inc. ( “Bemis ”, U.S.A. ) (“the proposed Transaction”) .3 Amcor  
and Bemis  are designated hereinafter as “the Parties ”. 
1. THE PARTIES  
(2) Amcor is a n Australian -based  supplier of a broa d range of packaging solutions: 
rigid and flexible packaging products for the food, beverage, medical, 
pharmaceutical, personal care and other consumer goods sectors globally.  
                                                 
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 459,20.12.2018, p. 48. 

 
2 (3) Bemis is a  US-based  supplier of flexible and rigid plastic packaging for the foo d, 
consumer products, medical and other sectors worldwide.  
2. THE CONCENTRATION  
(4) The proposed Transaction consists of the acquisition of Bemis by Amcor . 
Pursuant to a Transaction Agreement dated 6 August 2018 by and among Amcor, 
Arctic Jersey Limited (“New Holdco”), Arctic Corp. (“Merger Sub”), and Bemis, 
Amcor and Bemis will combine into New Holdco, a newly created holding 
company incorporated in Jersey.  
(5) The proposed Transaction will be effected via (i) a scheme of arrangement under 
Australian law, whereby each outstanding share of Amcor will be exchanged for 
one share of New Holdco and (ii) a merger, wherein Merger Sub, a wholly owned 
subsidiary of New Holdco, will merge with and into Bemis, with Bemis surviving 
as a wholly owned subsidiary of New Holdco.  
(6) The proposed  Transaction therefore constitutes a concentration pursuant to 
Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The concerned undertakings have a combined aggregate world -wide turnover of 
more than EUR 2 500 million4 (Amcor: 7 822 million,  Bemis 3 581 million) and a 
combined aggregate turnover in excess of EUR 100 million in three Member 
States, namely [Member States listed] . At least two of the undertakings concerned 
have a turnover in excess of EUR 25 million in these three Member States . 
(8) The notified operation therefore has an EU dimension  pursuant to Article 1(3) of 
the Merger Regulation . 
4. PROCEDURE  
(9) For its assessment of the proposed Transaction, the Commission has made use of 
the available means of investigation pursuant to Article 11 of  the Merger 
Regulation. In particular, the Commission sent extensive questionnaires to a large 
number of competitors and customers active  in flexible packaging for food 
products and medical use  (“the market investigation”) .  
(10) In reaction to complaints recei ved from some market respondents who 
highlighted potential adverse effects of the proposed  Transaction on competition 
in certain allegedly affected markets, the Commission conducted additional phone 
calls.  
(11) The Commission also analysed internal documents o riginating from Amcor and 
Bemis including internal strategy documents for integration plans after the 
Transaction. Finally, t he Commission has market tested the remedies offered by 
                                                 
4  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the 
Commission Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).  
 
3 the Parties as described  in Section 7.2 of the present decision  (“the proposed 
Commitments”) by forwarding questionnaires to competitors and customers.  
5. MARKET DEFINITION  
5.1. Relevant product markets  
5.1.1.  The f lexibl e packaging sector  
(12) The proposed Transaction concerns the sector of  manufacture and supply of 
flexible packaging (EEA market size of EUR 12.5 billion). The Parties' activities 
horizontally overlap in flexible packaging solutions in the EEA and, more in 
particular , in flexible packaging (i) for food products and (ii) for medical use. 
(13) In previous decisions, the Commission d escribed the production of flexible 
packaging as the manufacture, supply and conversion of plastic and cellulose 
films, aluminium foils and papers into reels of packaging to be used for primary 
retail food packaging and labelling and certain other non -food sectors.5  
(14) In previous decisions, the Commission has already investigated the flexible 
packaging market. Previously, the Commission has found that the market for 
flexible packaging could be segmented by distinguishing the end-use of the 
packaging, as foll ows: (i) food, (ii) medical suppli es, (iii) pharmaceuticals, 
(iv) household products, and (v) other non -food.6 
(15) The Parties submit that there should be a single overall product market for all 
flexible packaging, with no sub -segmentations, for a number of reasons.7 The 
Parties  namely  submitted the following reasons.  
(a) There would be strong supply -side substitutability between packaging 
solutions across a wide range of applications and end -uses. The same 
materials, machines and processes could be used to manufacture flexible 
packaging for any segment. The production process would involve the use 
of machinery, raw materials and technologies that are well established and 
widely available. Th erefore, most competitors would be able to and do 
cater f or several end -use applications.  
(b) From a demand -side perspective, there would be strong competitive 
interaction between materials and formats for a same end use , as 
customers would have a wide range of possible materials (or mix of 
materials) , shapes, size s, formats and other characteristics to choose from , 
and many of these could be used interchangeabl y for the  same end use or 
application .8  
                                                 
5  Case COMP/M.2441 - Amcor/Danisco/Ahlstrom, decision of 16 June 2001, paragraph 8. 
6  Case COMP/M.2441 - Amcor/Danisco/Ahlstrom, paragraph  12; Case COMP/M.2840 - 
Danapak /Teich/JV, paragraphs 13; Case COMP/M.3049 - Alcan/FlexPack, paragraph 11 -12; Case 
COMP/M.3225 - Alcan/Pechiney, paragraphs 128 and 131; Case COMP/M.5599 - Amcor/Alcan, 
paragraph 15. 
7  Form CO, paragraph 77. 
8  Form CO, paragraphs 83 -85. 
 
4 (16) Account taken of its prior practice and following the results of its  market 
investigation , the Commission considers that in the present case the market 
definition proposed by the Parties is too broad. In this case, t he market 
investigation  has pointed to similar distinctions of the relevant product market s as 
resulting from  the previous Commission decisions , including possible further sub-
segmentations  based on a distinction according to end -use that would render the 
different formats and types of flexible packaging not interchangeable for the 
customers . That conclusion is also confirmed  by the existence of numerous 
significant overlaps within the Parties within the markets for (i) flexible 
packaging for food products and (ii) flexible packaging for medical use that is 
appropriate for the Commission to assess in its competitive analysis .  
(17) It follows that the Co mmission should  start assess ing the proposed Transaction by 
distinguishing (i) flexible packaging for food products and (ii) flexible packaging 
for medical use.  
5.1.2.  Flexible packaging for food  applications   
(18) In previous Commission’s decisions, the market for the supply of flexible 
packaging for food applications has been considered as a separate market.9 
(19) In previous decisions, the Commission considered even narrower markets within 
flexible packaging for food, namely for (i) dairy, (ii) beverages, 
(iii) confecti onery, (iv) fresh, (v) dried, (vi) frozen and (vii) pet food.10  
(20) The Commission also considered an  alternative sub -segmentation by type of 
food11, namely flexible packaging for (i) confectionary; (ii) fresh and processed 
meat, fish and poultry; (iii) cheese and dairy; (iv) tea, ground coffee and beans; 
(v) frozen food and ice cream; (vi) crisps, snacks and nuts; (vii) dried and 
dehydrated foods and cereals; (viii) bread, biscuits and cakes; and (ix) fresh fruits 
and vegetables.  
(21) Within flexible packaging for cheese and dairy, the Commission has previously 
considered the existence of potentially narrower segments comprising: (i) yoghurt 
banderols and (ii) flexible packaging for non -sliced white moulded cheese, noting 
that these technically challenging niche are as may not represent separate product 
markets.12 Likewise, a precedent investigated cheese foil specifically while 
recognising that this narrow segment covering only one specific product cannot 
be considered as a market in itself.13 
(22) However, in such prior decisions the Commission ultimately left the market 
definition open.  
                                                 
9  Case COMP/M.2441 - Amcor/Danisco/Ahlstrom, paragraph 12; Case COMP/M.2840 - 
Danapak/Teich/JV, paragraph 13; Case COMP/M.3049 - Alcan/FlexPack, paragraphs 11 -12; Case 
COMP/M.3225 - Alcan/Pechiney, paragraphs 128 and 131; Case COMP/M.5599 - Amcor/Alcan, 
paragraph 15. 
10  Case COMP/M.2441 - Amcor/Danisco/Ahlstrom; Case COMP/M.2840 - Danapak/Teich/JV; Case 
COMP/M.304 9 - Alcan/FlexPack.  
11  Case COMP/M.5599 – Amcor/Alcan.  
12  Case COMP/M.5599 – Amcor/Alcan, paragraph 21.  
13  Case COMP/M.3225 – Alcan/Pechiney (II), paragraph 141. 
 
5 (23) The Parties maintain that the relevant product market is the overall market for 
flexible packaging. However, in addition to suggest analysing the market for 
flexible packag ing for food  products , the Parties have also suggested an analys is, 
within this market and within the segment s for flexible packaging for cheese and 
dairy, as potential sub markets for the packaging of (i) soft cheese, (ii) processed 
cheese and (iii) hard cheese.  
(24) The Parties also considered , at the Commission’s request, an alternative 
segmentation by  other flexible food packaging types: (i) roll -stock flexible 
packaging for food applications and (ii) pre -made flexible packaging for food 
applications, (iii) skin films, (iv) labels, (v) laminates, (vi) forming f ilms, 
(vii) skin and shrink bags, (viii) skin lidding and forming films, (ix) lidding films, 
(x) standard pouches, (xi) retortable pouches, (xi i) microwavable pouches, 
(xiii)  vacuum pouches, (xiv) stand -up pouches, (xv) wrappers, (xvi) flexible 
packaging for the food service channel, (xvii) food consumer channel.  
(25) The market investigation conducted by the Commission in the present case has 
demonstrated that the market definition proposed by the Parties i s too broad. It 
has pointed to a similar relevant product market as per the one indicated in 
previous Commission ’s decisions, based on a distinction according to end -use. 
This confirmed the existence of a separate  market for flexible packaging for food  
products . 
(26) The results of the market investigation did not confirm that supply -side 
substitution would be effective and immediate. The majority of flexible 
packaging competitors  that expressed an opinion in the market investigation  is 
specialised in particular  end-use application segments14 and believes that the 
flexible packaging market could be sub -divided according to end -use segments.15 
These flexible packaging competitors have indicated as main reasons to regard 
the market for food as a separate market: regulatory and customer requirements, 
available production technologies, manufacturing processes, know -how, patents 
and availability of  raw materials. Moreover, they consider that switching to 
flexible packaging for food from another end -use is not easy and could take one 
to two years to achieve all necessary certification and customer validation 
requirements.16 Furthermore, customers have  different requirements for food 
flexible packaging in comparison to medical flexible packaging, for example 
certifications, flexible lead times, shelf -life requirements and safety regulations.17 
The results of the market investigation indicate that the com petitive conditions 
differ between end -use application segments. Profit margins tend to be higher in 
the medical flexible packaging segment than in the segment for food flexible 
packaging .18  
(27) The market investigation did not allow to conclude on the existen ce of narrower 
sub-segments within the market for flexible  packaging  for food products . The 
majority the market respondents indicate that the five main flexible packaging 
markets based on end -industry, amongst which the market for flexible packaging 
                                                 
14  Replies to Questionnaire Q2 to competitors of flexible packaging, question 8. 
15  Replies  to Questionnaire Q2 to competitors of flexible packaging, question 10. 
16  Replies to Questionnaire Q2 to competitors of flexible packaging, questions 17 and 18.  
17  Replies to Questionnaire Q2 to competitors of flexible packaging, question 12.  
18  Replies to Questionnaire Q2 to competitors of flexible packaging, question 15. 
 
6 for fo od products , should not be further sub -divided into distinct relevant markets 
based on further demand particularities and customer needs.19  
(28) According to the majority of suppliers of flexible packaging for food  products  
that expressed an opinion in the mark et investigation , not all flexible packaging 
for different sub -segments can be produced on the same machinery, as raw 
materials, technology and production processes vary for different kinds of 
packaging .20 
(29) For the purpose s of this decision,  on the basis of the evidence before it, and 
having regard to its decisional practice, the Commission considers that the market 
for flexible packaging for food applications is the relevant product market  in this 
case.  
(30) However, the possible sub -segmentation of the market f or flexible packaging for 
food applications can be left open, since the proposed Transaction will not give 
rise to any serious doubts under any plausible market definition, under a ny 
possible  narrower segmentation within the market for flexible packaging f or food 
products . 
5.1.3.  Flexible packaging for medical applications  
(31) In a previous Commission ’s decision, the market for flexible packaging for 
medical use has been considered as a separate relevant product market .21 
However, no prior Commission’s decisions  assessed flexible packaging for 
medical use in more detail.   
(32) The market investigation overwhelmingly confirmed that the product market for 
flexible packaging for the medical use is separate from other end uses such as 
food packaging.  
(33) The market investigation  pointed to a number  specificities that clearly 
differentiate the packaging for medical applications  from other segments: 
Products need to have specific barrier properties  in order to ensure and also 
maintain a  sterile barrier . Often a device is sterilised already in the package  and 
need s to remain sterile while  being in the package. Technical characteristics  of 
the packaging  are strictly defined  and suppliers must compl y with th ese 
consistently and to high standards. The packaging must conform  with regulations 
and with standards specific to medical packaging  in general.22 In parallel , both the 
supplier s and all their  individual product s must  undergo lengthy qualification and 
validation procedures with customers , which can take years to co mplete .23 In this 
respect, some similarities were noted with flexible packaging for pharmaceutical 
use; however  there , regulatory requirements and validations appear to be even 
more challenging. As the Allied Development Report acknowledges “These 
                                                 
19  Replies to Questionnaire Q2 to competitors of flexible packaging, question 11; Replies to 
Questionnaire Q1A to food customers, question 5. 
20  Replies to Questionnaire Q2 to competito rs of flexible packaging, question 18. 
21  Case COMP/M.5599 – Amcor/Alcan, paragraph 11. 
22  ISO 11607 in connection with directive  93/42/EEC  and 90/385/EEC, as replaced by Regulation 
(EC) No 178/2002 ‘Medical Device Regulation’. 
23  Customers reported valida tions periods from six months up to four years, with an average of two 
years.   
 
7 regulator y requirements accentuate the special expertise needed to participate in 
the medical packaging business”.24 
(34) For the above reasons , packaging designed and used for other applications, such 
as food, can only to a very limited extent exercise competitive const raint on 
packaging for medical applications . Contrary to the Parties’ view, the 
investigation found  little evidence for demand side substitution between 
packaging for medical and other end uses.  
(35) Market participants reported that p rofit margins are also si gnificantly higher in 
packaging for medical use than for food , providing an additional indicati on that 
conditions of competition in the two segments  could be different.   
(36) Confirming the Parties’ argument on  supply side substitutability, market 
participants agreed that many raw materials, production equipment and types of 
packaging are common  across end -use segments . There are also a number of 
competitors that are active across end use applications, catering for the medical 
and also for the food segment for instance. However, at the same time, a large 
number of suppliers is specialised  on or within one end -use application,  and 
respondents shared the view that switching production into the medical segment 
was very difficult . None of the respondents could not give evidence of entry in 
the past five years.25  
(37) For the purposes of this decision, on the basis of the evidence before it, and 
having regard to its decisional practice, the Commission conclusively considers  
that the market for flexible packaging for medical applications is a distinct 
relevant product market in this case.  
5.1.3.1  Possible narrower product market  segmentation  within the market for the supply 
of flexible packaging for medical applications  
(38) While the market investigation in the present case confirmed  that the market for 
the supply of  flexible packaging for medical applications  is the relevant product 
market in this case , it has  also suggested that, for the purposes of the competitive 
assessment of the pr oposed Transaction, the Commission should take account of 
distinguishing possible narrower segments within that market, for the following 
reasons . 
(39) First, the Parties themselves employ different segmentations and as indicated by 
the Parties’ internal documents, they track their sales and competitive position s on 
the bas is of often narrow sub -segments. Such sub -segmentations are  [description 
of segmentations  employed  by the Parties] .  
(40) Second, third party independent reports, such a s the Allied Development Report , 
analyse the market for flexible packaging for medical use along end -use sub -
segments in the first place and also by materials.  
                                                 
24  Medical Device Packaging, Global Markets, Technologies and Participants, 2017 to 2 021 by 
Allied Development, 2017, page 37.  ‘Allied Development Report’. For a detailed descri ption of 
the specific regulatory requirements for medical packaging, see pages 12 -43.  
25  Replies to Questionnaire Q2 to competitors of flexible packaging, question s 14 and 39.2.  
 
8 (41) Concerning the inferences that can be derived from  possible sub-segmentation s of 
the market for  the supply of flexible packaging for medical applications , the 
respondents to the market investigation gave mixed responses , as illustrated in 
detail below .  
5.1.3.2  Segmentation by end -use 
(42) Strategy documents submitted by Amcor employ a segmentation by [descripti on 
of segmentations employed by Amcor ].  
(43) A segmentation by end -use is also employed by third party independent industry 
reports, such as the Allied Development Report, which both market participants 
and the Parties confirmed as a commonly accepted information source for market 
intelligence. This third party report tracks the market, products and competitors 
along the following end use categories: Catheters, Drapes, Electro -mechanical 
devices, Gloves, Injection Systems, Minimally Invasive Devices, Orthopaedic 
Devices, Sutures, Tubing, Wound -care, I n-hospital use, Kits, other.  
(44) Most respondents to the market investigation considered that a segmentation by 
end-use did not result in separate product markets. Many saw flexible packaging 
suppliers active across several end -use segments, as there can be a lso cross 
cutting synergies and materials can also be used for different end uses. 
Correspondingly, all competitors replying to the market investigation confirmed 
being active in more than one end -use application.26  
(45) Furthermore, it was also noted that the end-use segments themselves were highly 
differentiated and could be further broken down: “ Within end use applications 
there is as much product variation as between end use applications."27 This 
observation resonates with Parties ’ argument28 that within the e nd use of 
monitoring devices, where the Parties displayed a significant share ( [40-50]%), 
Amcor and Bemis are not close competitors as they make different products; 
Amcor produces high barrier aluminium foil for moisture sensitive de vices, which 
Bemis cann ot make.  This also suggest a narrower segmentation than the end -use 
subsegments.  
(46) Most respondents also agree d that competitors have their specific strengths, 
which leads to different competitive positions in different segments, and know -
hows, often within the segments, focus sing on a specific technology.  
(47) Internal documents of the Parties29 [description of documents submitted by the 
Parties] . 
(48) For the purposes of the present decision, the Commission considers that it is not 
necessary to conclude on whether the  end-use sub -segments constitute distinct 
product markets, as serious doubts arise in the supply of flexible packaging for 
medical use under any possible narrower segmentation by end -use within the 
market of flexible packaging for medical applications . 
                                                 
26  Replies to Questionnaire Q 3 to competitors of flexible packaging, question 1. 
27  Reply of a competitor to Questionnaire Q 2 to competitors of flexible packaging, question 11. 
28  Form CO , paragraph 241.  
29  [Document submitted by the Parties and description of document] . 
 
9 5.1.3.3  Segmentation by material  
(49) Both Amcor and Bemis rely in their ordinary course of business on [description  
of Parties’ business strategy  and segmentations employed by the Parties ].  
(50) A number of competitors segment the market by type of material , whereas  there is 
no single competitor that specialises in one material only. Competitors, when 
reporting on their activities and products they manufacture,  they generally 
confirmed employ ing several materials.30 Pre-made products are often composed 
of more than one material.  Customers confirmed demand -side substitutability of 
materials at the packaging design phase.31 At the same time, when asked to 
identify competitors’ strengths, they segment the market and rank the competitors 
spontaneously according to material.32  
(51) Materials can also be combined through  co-extrusion or lamination techniques in 
order to improve the mechanical, barrier and sealability properties of a packaging 
material. A variety of those is widely  used in flexible packaging . Lamination can 
involve films, paper, aluminium being joined together using a bonding agent into 
material composed of two to several layers. Materials can come coated and 
uncoated and their properties will be different accordingly.  
(52) The Allied Development Report also analyses the market along the main 
materials and segments the market into polymers (including monolayer and 
coextruded films, sheets and foils), high barrier materials (mainly aluminium 
foil), non -wovens, paper and other . It specifically addres ses Tyvek, a type of non -
woven material.  
(53) During the market investigation, a number of respondents argued that  in their 
view the material Tyvek , in particular in a coated form, constituted a distinct 
product market as it was not substitutable with other mat erials  for their 
applications . Tyvek is a type of non -woven, which is manufactured by DuPon t 
and is appreciated for its unique porosity, strength and barrier properties: it is a 
breathable material  allowing for in package sterilisation  under all sterilisat ion 
methods, and compared with medical grade papers it is stronger, more tear and 
puncture resistan t and peels clean, for ideal package opening.33 It is a relatively 
expensive product compared with medical grade papers34 and is mainly used to 
package high -value medical devices such as orthopaedics , cardiovascular or 
minimally invasive devices for instance.  
(54) In the  Parties’ view35 Tyvek and specifically coated Tyvek does not constitute a 
distinct product market as there is no end -use application or packaging pr oduct 
where Tyvek – (or coated Tyvek) is the only available solution, it is only one of 
the many materials , they claim . They explain that for example coated paper is 
also breathable allowing for in package sterilisation  and can be strong at the same 
                                                 
30  Replies to Questionnaire Q 3 to competitors of flexible packaging, question 2. 
31  Replies to Questionnaire Q1B  to medical  customers, question 11. 
32 Replies to Questionnaire Q1 B to medical  customers, question s 37.2, 47 and 48. 
33 www.dupont.com/products -and-services/packaging -materials -solutions/pharmaceutical -
packaging/brands/tyvek -sterile -packaging/articles/tyvek -vs-medical -grade -papers.html . 
34 See e.g. Allied Development Report, page 230.  
35 See the Parties’ submission on Tyvek of 6 December 2018.  
 
10 time. Uncoated Tyvek can also a substitute  in their view, as coating , which  is 
there to facilitate the clean peel aspect of the package, can be substituted by 
adding peel film, a technology that has developed  in the past 10 years . They claim 
that there is ample evidence of customers switching away from coated Tyvek. 
They also submit that the relatively high price of Tyvek and its single source 
being  DuPont motivates customers to move away from Tyvek  in general.   
(55) The investigation in deed found some substitutability of coated Tyvek, mainly 
with uncoated Tyvek, as asserted by the Parties.36 However, a set of customers 
argued that for their quality requirements such a substitution would not be  
feasible, as it necessarily resulted in some loss of package quality, which was in 
cases not admissible.37 They also explained that their customers, medical and 
health care professionals, hospitals , were conservative and would resist most 
change in an already proven packaging, which could even lead to  losing the 
customer.  
(56) Market participants indicated that there were attempts by industry to develop 
competing materials and competitors confirmed that these were already some on 
the market ,38 however, these have not yet come close to the penetration rate o f 
Tyvek.  
(57) Although there are favourable tendencies, on the basis of the evidence at hand, it 
cannot be ascertained that coated Tyvek would be  instantly substitutable or would  
become within two years substitutable with other materials.  
(58) For the purposes of the present decision, the Commission considers that it is not 
necessary to conclude on whether coated Tyvek or any other material used for 
flexible packaging for medical use constitutes a distinct product market, as 
serious doubts arise in the supply of flexible packaging for medical use under any 
possible narrower segmentation by material within the market of flexible 
packaging for medical applications . 
5.1.3.4  Segmentation by type o f packaging  
(59) The Parties also analyse their business on the basis of [description of Parties’  
business strategy and segmentations employed by the Parties ].39 
(60) As in the case of materials, there is  no single competitor that specialises in only 
one of the forma ts - with the exception of rollstock. At the same time, only few of 
the competitors manufacture all  formats.40  
5.1.3.5  Conclusion  
(61) In conclusion, the market investigation pointed to a highly differentiated product 
market and did not give a conclusive  answer as to w hether  the market for flexible 
                                                 
36 See minutes of a call with a customer on 9 January, 2019.  
37 See minutes of calls with customers on 4, 5 and 12 December 2018.  
38 See minutes of calls with customers on 5 December 2018 and a competitor on 13 December 2018.  
39  See e.g. [document submitted by the Parties] . 
40  Replies to Questionnaire Q 3 to competitors of flexible packaging, question 2. 
 
11 packaging for medical use  should be further sub -segmented of into narrower 
product markets .  
(62) On the basis of the evidence before it,  the Commission considers that for the 
purposes  of the present decision the exact market definition can be left open as 
serious doubts arise in the market for the supply of flexible packaging for medical 
use under any possible narrower segmentation . 
5.2. Relevant geographic markets  
5.2.1.  Overall market for the supply of f lexible packaging  
(63) In previous decisions, the Commission considered the geographic scope of the 
overall flexible packaging market, generally and in relation to the segments 
identified above, to be at least EEA -wide.41  
(64) The Parties submit that the relevant g eographic market for the overall market for 
flexible packaging is the EEA.42 
(65) The Commission considers , in the light of the market investigation,  that the 
relevant geographic market for the overall market for flexible packaging  would be  
the EEA. However, g iven the results of the market investigation, which confirm 
that the overall market for flexible packaging is not the relevant product market, 
the Commission will assess the proposed Transaction on the distinct  market s for 
flexible packaging  for food and med ical applications . 
5.2.2.  Flexible packaging for food applications  
(66) The Parties submit that the relevant geographic market for the overall market for 
flexible packaging for food is the EEA.43 
(67) In previous decisions, the Commission considered the geographic scope of  the 
overall flexible packaging market, generally and in relation to the segments 
identified above, to be at least EEA -wide.44  
(68) The market investigation conducted in the present case seems to confirm the 
existence of an at least EEA -wide market for flexible  packaging for food. Market 
respondents confirm that also in case of food applications, there are no significant 
barriers within the EEA, due to a harmonized regulatory basis, while import 
duties, regulatory regimes and additional transport costs create ba rriers for 
imports from outside the EEA into the EEA.45  
                                                 
41  Case COMP/M.6681 – Strategic Value Partners/Kloeckner Holdings, paragraph 21; Case 
COMP/M.2441 - Amcor/Danisco/Ahlstrom, paragraphs 14-17; Case COMP/M.2840 – 
Danapak/Teich/JV, paragraph 19; Case COMP/M.3049 – Alcan/FlexPack, paragraph 15. 
42  Form CO, paragraph 128.  
43  Form CO, paragraph 128.  
44  Case COMP/M.6681 – Strategic Value Partners/Kloeckner Holdings, paragraph 21; Case 
COMP/M.24 41 - Amcor/Danisco/Ahlstrom, paragraphs 14 -17; Case COMP/M.2840 – 
Danapak/Teich/JV, paragraph 19; Case COMP/M.3049 – Alcan/FlexPack, paragraph 15. 
45  Replies to Questionnaire Q2 to competitors of flexible packaging, question 19; Replies to 
Questionnaire Q1 A to food customers, question 9. 
 
12 (69) In addition, the price differences between the EEA and third countries are higher 
than the price differences between various EEA -countries.46 Customers of food 
flexible packaging mainly source on an EE A-level and consider transportation 
costs and lead times significant factors that are taken in consideration for the 
choice of their suppliers.47 
(70) On the basis of the evidence before it, and having regard to its decisional practice, 
the Commission considers that the relevant geographic market for flexible 
packaging for food applications is EEA wide in scope.  
5.2.3.  Flexible packaging for medical applications   
(71) In previous decisions, the Commission considered the geographic scope of the 
overall flexible packaging mark et, generally and in relation to the segments , 
including the medical , to be at least EEA -wide.48  
(72) The Parties submit that the relevant geographic market for the overall market for 
flexible packaging is the EEA.49 
(73) Evidence from the m arket investigation  seems to confirm the existence of an at 
least EEA -wide market for flexible packaging for medical applications.  
(74) Most competitors50 responding to the market investigation have their logistic 
organised on an either national or EEA -wide basis. Only a minority reporte d 
having global logistics. Correspondingly, competitors responding to the 
questionnaire achieved the majority of their revenues in the EEA.51 
(75) The market investigation confirmed the EEA specific regulations and import 
duties constitute barriers to trade, lim iting imports of packaging into the EEA.52 
On the other hand, respondents saw no barriers to trade within the EEA.  
(76) Third party industry report by PCI53 estimates that imports of flexible packaging 
products into Europe54 are under 5%. This figure may though b e higher in case of 
medical applications as, often these are higher value  and more specialised 
products  and do not require just -in-time delivery.  
                                                 
46  Replies to Questionnaire Q2 to competitors of flexible packaging, question 22; Replies to 
Questionnaire Q1A to food customers, question 12.  
47  Replies to Questionnaire Q2 to competitors of flexible packaging, question 20 ; Replies to 
Questionnaire Q1A to food customers, questions 9 and 10.  
48  Case COMP/M.6681 – Strategic Value Partners/Kloeckner Holdings, paragraph 21; Case 
COMP/M.2441 - Amcor/Danisco/Ahlstrom, paragraphs 14 -17; Case COMP/M.2840 – 
Danapak/Teich/JV, paragraph 19; Case COMP/M.3049 – Alcan/FlexPack, paragraph 15. 
49  Form CO, paragraph 128.  
50  Replies to Questionnaire Q2 to competitors o f flexible packaging, question 20.1 . 
51  Replies to Questionnaire Q 3 to competitors of flexible packaging, question 19.3. 
52  Replies to Questionnaire Q2 to competitors of flexible packaging, question 19 .2; Replies to 
Questionnaire Q1B  to medical  customers, question 13.2.  
53  Flexible packaging European supply/demand report, PCI Wood Mackenzie  (‘PCI Report’), 
July 2017 , page  20. 
54  Although the definition  of Europe applied by the report is not equal to the EEA . 
 
13 (77) At the same time , some leading customers claim  to be sourcing globally from 
global players such as Amcor.  As one competitor puts it  “Global Players 
normally have globally operating suppliers, which allows to benefit from 
accumulated volumes and differentiated specifications / regulatory 
compliance."55 The PCI report explains in this context that “As multinational 
brand owners expanded around the world, they have sourced their packaging 
requirements locally for their local packing operations.”56 One competitor 
responding to the market investigation confirms: “Interestingly, the bigger the 
customer is, the more region ally the customer appears to source."57 
(78) Conversely, the vast majority c ustomers admitted preferring local suppliers 
whenever available. They did not exclude sourcing globally, if economically 
sensible.  
(79) Customers who source from overseas58 often quoted legac y reasons for doing, 
which was also impacted by the difficulty and cost of switching suppliers and the 
customized nature of the products. However, thes e examples seem to be sporadic.  
(80) Two third s59 of responding competitors see their customers sourcing not wider 
than EEA wide. [Description of Bemis customer relationships] .60 
(81) On the basis of the evidence before it, and having regard to its decisional practice, 
the Commission considers that the relevant geographic market for  flexible 
packaging for medical use is EEA wide in scope . 
6. COMPETITIVE  ASSESSMENT  
6.1. Flexible packaging for food applications  
6.1.1.  The Parties’ arguments  
(82) The Parties submit that on the overall food sub -segment, the Parties' activities do 
not lead to an affected mar ket ( [10-20]% combined: Amcor [5-10]%, 
Bemis  [0-5]%).  
(83) The Parties submit that in flexible packaging for food, their activities overlap only 
with regard to meat and fish, and cheese, as Bemis is practically only active in 
meat and fish, and cheese, whereas  Amcor is active in all segments. In meat and 
fish, their combined market share is [5-10]%, with a small increment of [0-5]% 
from Bemis.  
                                                 
55  Reply of a competitor  to Questionnaire Q2 to competitors o f flexible packaging, question 20.1 . 
56  PCI Report,  page  21. 
57  Reply of a competitor  to Questionnaire Q2 to competitors o f flexible packaging, question 20.1 . 
58  See minutes of calls with customers on 30 November and 12 December 2018 and a competitor on 
20 December 2018.  
59  Replies to Questionnaire Q2 to competitors of flexible packaging,  question 20. 
60  See point 5.4 of the Parties’ reply to the Commission’s RFI#9  on 24 January 2019 . 
 
14 (84) As regards flexible packaging for cheese,  their combined market share 
is [10-20]%, with an increment of less than [0-5]% from Bemis. In narrower 
possible sub segments, such as soft, processed and hard cheese packaging, the 
only overlap would be in hard cheese, which leads to a [10-20]% combined 
market share ( [5-10]% for Amcor and [5-10]% for Bemis).  
(85) The Parties submitted, at the Commission’s request, data for other possible 
segmentation, i.e. for flexible food packaging types, namely:  
(a) roll-stock flexible packaging for food applications and pre -made flexible 
packaging for food applications (combined market share below 20%),  
(b) skin films (combined market share below 20%),  
(c) labels (combined market share below 20%),  
(d) laminates (combined share below 20%),  
(e) forming films (combined market share below 20%),  
(f) skin and shrink bags (no overlap),  
(g) skin lidding and forming films (no overl ap),  
(h) lidding films (combined market share below 20%),  
(i) standard pouches, (no overlap),  
(j) retortable pouches, (no overlap),  
(k) microwavable pouches, (no overlap),  
(l) vacuum pouches, (no overlap),  
(m) stand -up pouches, (no overlap),  
(n) wrappers, (combined market share below 20%),  
(o) flexible packaging for the food service channel and food consumer channel 
(combined market share below 20%).  
(86) In addition to their limited combined market shares, the Parties submit a number 
of arguments to support their claim that the proposed Transaction does not give 
rise to competition concerns. According to the Parties:  
(a) A large number of competitors are active in the food sector specifically, 
such as Constantia, Wipak, Südpack, Huhtamäki, Clondalkin and Cryovac. 
The Parties submit that compe tition from countries outside Europe, such as 
Turkey and Ukraine, is increasing (e.g. from Korozo, Propak, Iskak and 
Ukrplastic).  
(b) Suppliers from other segments have expanded into food applications, for 
instance Flexopack in Poland.  
 
15 (c) The Parties are both d ependent on a small number of customers in the 
cheese segment: Amcor's and Bemis' top ten customers account for […]% 
and […]% of their sales respectively.   
(d) [The way in which business between suppliers and customers is typically 
conducted, example provided] .  
(e) [Description of documents submitted by the Parties] . 
(f) Food packaging standard compliance is straightforward and all competitors 
will comply with these standards.  
6.1.2.  The Commission’s assessment  
(87) The Commission’s market investigation broadly confirmed the above submissions 
by the Parties:  
(a) The market investigation showed that a large number of competitors is 
active in the market for food flexible packaging, with as closest competitors 
Wipak, Südpack , Coveris, Mondi and Constantia.61  
(b) The market respondents have confirmed that there is fierce competition in 
the food flexible packaging market, especially for commodity products.62  
(c) The market is characterised by tenders that are carried out mostly yearly or 
every two to three years. Therefore, contracts usually have a duration of one 
year up to maximum three years.63 
(d) Customers often multisource from various suppliers of flexible packaging 
used for the same kind of end products.64 The overwhelming majority of  
customers sources from more than 5 to 25 suppliers of flexible packaging.65  
(e) Price is an important factor in determining the choice of suppliers of 
flexible packaging suppliers. The majority of customers of suppliers of food 
flexible packaging would switch  to another supplier in case of a price 
increase by 5 -10% of its current supplier.66 The market investigation has 
also confirmed that customers effectively regularly switch suppliers.67 
(f) Despite the fact that entry in the food segment is difficult to realise 
considering regulatory requirements, customer validation requirements, 
need for specific technology and know -how, expansion by competitors of 
                                                 
61  Replies to Questionnaire Q2 to competitors of flexible packaging, questions 37 and 38.  
62  Replies to Questionnaire Q2 to competitors of flexible packaging, questions 27 and 28.  
63  Replies to Questionnaire Q2 to competitors of flexible packaging, questions 27; Replies to 
Questionnaire Q1A to food customers, questions 30 and 34.  
64  Replies to Qu estionnaire Q1A to food customers, question, 15; Replies to Questionnaire Q2 to 
competitors of flexible packaging, question 29.  
65  Replies to Questionnaire Q1A to food customers, questions 19 and 20.  
66  Replies to Questionnaire Q1 A to food customer s, ques tions 21 and 22.  
67  Replies to Questionnaire Q1A to food customers, questions 24.  
 
16 flexible packaging into the food sector cannot be ruled out if profits would 
be higher than the costs.68 
(g) The market  investigation confirms that not many market respondents view 
the Parties as competing closely in the market for flexible packaging for 
food.69  
(h) Finally, the majority of market respondents does not consider that the 
Transaction would give rise to significan t negative effects on overall 
competition.70 
(88) For the reasons mentioned above  and on the basis of the evidence before it, the 
Commission therefore concludes  that the  proposed Transaction does not raise 
serious doubts with respect to the market for the flexib le packaging for food.  
6.2. Flexible packaging for medical applications in the EEA  
6.2.1.  The Parties’ arguments  
6.2.1.1  Overall market for flexible packaging for medical applications  
(89) According to the market shares provided by the Parties on an overall market for 
flexible packaging for medical use, the proposed transaction would not lead to 
affected markets; The Parties submit  that their overall market share remain s 
below 20% ( more specifically, [10-20]%). The Parties submit that according t o 
their estimates, the total EEA market for flexible packa ging for medical use is ca. 
EUR  1 billion, on which the Parties sales are EUR [100-200] million combined. 
They admit , however, that in the absence of third party independent reports on the 
EEA marke t size and the Parties’ limited access to information on the 
competitors ’ market shares and their activities  on such a fragmented market, the ir 
estimate s relied on unverified expert advice from Allied Development and on 
Amcor and Bemis ’ subjective views.  
(90) In any event , the Parties argue that  in the market of flexible packaging for 
medical use : 
(a) There would be a large number of competitors active in flexible packaging 
for medical applications, such as Oliver, Wipak, Nelipak, VP, Billerud, 
Sterimed, Sealed Air  (Cryovac), Coveris , Südpack , Mondi, Neenah, 
Westfield, Encaplast, Bolsaplast, Constantia, Berry Global,  Flextrus; 
Huhtamaki, Früh Verpackungstechnik, Microtek Medical, Molnlyke, 
Printpack, Rollprint and Safta . In addition, the Parties contend that product s 
such as bags and pouches are imported into the EEA from suppliers in 
China, South Korea and the Middle East.  The Parties claim that their 
combined market shares amount to [10-20]% combined ( [10-20]% for 
Amcor and [5-10]% for Bemis). Based on the Parties’  market 
reconstruction71, the main competi tors’ EEA market shares are the  
                                                 
68  Replies to Questionnaire Q2 to competitors of flexible packaging, questions 42.  
69  Replies to Questionnaire Q1A to food customers, questions 42.  
70  Replies to Questionnaire Q1A to food customers, questions 48; Replies to Questionnaire Q2 to 
competitors of flexible packaging, questions 52.  
71 See Annex E2  to the Form CO.  
 
17 following : [5-10]% for Wipak, [5-10]% for Nelipak, [5-10]% for Oliver, 
[0-5]% for Coveris, [0-5]% for Sealed Air, [0-5]% for TEchnoflex, [0-5]% 
for Renolit and [40-50]% of the market is made up of a large number of 
suppliers.  
(b) The market for medical flexible packaging would not contain significant 
barriers to entry. This is because: (i) medical packaging is produced using 
the same processes, raw materials, and equipment as packaging fo r many 
other end -uses, (ii) legal and regulatory requirements are minimal (iii) the 
medical segment is growing, and (iv) there is ample evidence that 
customers can readily sponsor entry.  
(c) Customers such as [third party customer names]  would exercise significant 
purchasing power  and would be  constantly looking at ways to reduce the 
purchase price for  packaging. Customers are often present across multiple 
segments and typically secure cost -out reductions across applications and 
can sponsor entr y into flexible packaging of different medical end -uses.  
(d) In addition customers could multi -source between different suppliers and 
would  typically have multiple suppliers qualified for sourcing purposes, 
making it even easier to readily switch volumes.  
(e) Switching to an already qualified supplier could be achieved in a matter of 
weeks. In the event that a new supplier needs to be qualified, qualification 
can be accomplished in less than 6 -12 months for both food and medical.  
(f) Suppliers of flexible packaging for medical use also face competition from 
raw material suppliers e.g. Ster imed and Billeurd that also supply medical 
device manufacturers .  
(g) Flexible packaging suppliers would generally face significant cost pressure 
from larger and powerful suppliers of r aw materials, such as DowDuPont, 
Henkel and Exxon.  
(h) The medical segment is growing, attracting new entry and expansion by 
current flexible packaging manufacturers and there are several examples of 
sponsored entry (e.g. Stryker sponsored Placon, who develope d a new type 
of packaging for orthopaedic devices that found use in other applications 
too, such as wound care and monitoring devices.)  
(i) Moreover, customers could engage in disintermediation by diminishing the 
role of packaging manufacturers such as the Parties, purchase form, fill and 
seal equipment that enables them to purchase rollstock and manufacture the 
packaging in -house.  
(91) The Parties submit a win -loss analysis72, according to which Amcor lost a 
significant amount of contracts to competitors other than Bemis, and only […]% 
of Amcor’s lost revenues were captured by Bemis. Also in terms of wins, Amcor 
has won the most contacts from [name of competitor]  and not from Bemis. 
Among all observations, […]% of revenues were won by Bemis.  
                                                 
72  See Annexes 311 and 312 to the Form CO.  
 
18 6.2.1.2  The Parties’ proposed competitive assessment relative  to possible market  sub-
segments  
(92) The Parties argue that should certain  sub-segmentations be retained , there would 
still b e noticeable  competitive interaction s between the sub -segments , since  
competitors typically supply a range of products and materials , and can readily 
expand and/or move across different product categories and/or end -use 
applications. Also c ustomers typical ly have many formats/types of packaging and 
materials to choose from, such as  for example  flat pouches and base webs in 
wound care.  
(93) The Parties submit that in any event, even if the following sub-segmentations  of 
flexible packaging for medical use  were fol lowed , affected markets would only 
arise in some  of the segments , namely : (i) pre-made pouches and bags, (ii) pre-
made lids, (iii) medical grade non -wovens and papers, (iv) flexible packaging for 
medical devices, (v) diagnostics/monitoring devices, (vi) wound care, 
(vii) sutures, (viii)  injection systems and (ix) orthopaedics, a ccording to the 
market  shares provided by the Parties. The Parties’ position as to the competitive 
assessment of such possible sub -segmentation s of the market for flexible 
packagin g for medical use is further described below.  
6.2.1.3   The Parties’ proposed competitive assessment relative to  a possible s egmentation 
by end use  of packaging  
(94) The Parties stress that they do not agree with a sub -segmentation per end use 
[details of Parties’ busi ness monitoring] .73 However, they claim that although 
Amcor and Bemis are active through a wide range of end use applications and 
their overlaps would nevertheless limited. Their activities do not overlap in fluids, 
in-hospital, minimally invasive devices, gloves, drapes and electromechanically 
devices . They maintain that i n most end uses where their activities overlap, the 
increments would be low and combined shares remain ed below 20% . 
(95) This alternative sub -segmentation by end use would result in potentially  affected 
markets for  diagnostics/monitoring devices, wound care, sutures, injection 
systems and orthopaedics.  
                                                 
73  See e.g. Form CO, paragraphs 18 and 118.  
 
19 Table 1: The Parties’ estimates for market shares in affected end -use su b-
segments of medical packaging  
End-use segments  Amcor’s 
share  Bemis’ 
share Combined  Major competitors’ share  
medical devices  [10-20]% [5-10]% [20-30]% Wipak, ( [5-10]%), Oliver, 
([5-10]%), Nelipak ( [0-5]%) 
diagnostics/  
monitoring 
devices  [10-20]% [30-40]% [40-50]% Wipak ( [10-20]%), Cover is 
([10-20]%), Nelipak 
([5-10]%) 
wound care   [20-30]% [5-10]% [30-40]% VP ([10-20]%), Wipak 
([10-20]%), Leipa ( [5-10]%), 
Mondi ( [0-5]%)  
sutures  [20-30]% [5-10]% [30-40]% Wipak ( [10-20]%) and many 
others, such as Oliver, 
Coveris and Flexturs.  
orthopaedics  [5-10]% [10-20]% [20-30]% Nelipak  ([20-30]%), Oliver 
([10-20]%), Wipak and 
Coveris ( [0-5]% each)  
injection systems  [10-20]% [10-20]% [20-30]% Wipak  ([10-20]%), Nelipak 
([5-10]%) Oliver ( [5-10]%), 
Coveris ( [0-5]%). 
 
(96) In addition, the  Parties submit that , in diagnostics, they are not close competitors 
within this segment, [example of why this is the case] . They argue that in 
woundcare, additional competitive constraint is also exerted by paper 
manufacturers such as Sterimed and Billerud. And in sutures, th e Parties submit 
that they are not close competitors within this segment [example of why this is the 
case] . For orthopaedics, the parties claim that various packaging types are used, 
including pouches, die -cut lids and trays and customers can and do choose  
between different packaging options both in terms of formats and materials. 
Similarly for injection systems; a wide range of packaging types, including 
uncoated paper, lids and flowrap are used and customers can and do switch 
between packaging formats and  materials.  
6.2.1.4  The Parties’ proposed competitive assessment  relative to  a possible s egmentation 
by type of packaging   
(97) In order to analyse flexible packaging for medical use per type of packaging the 
Parties distinguish  rollstock from  pre-made products, which latter they further 
divide into bags and pouches, trays and lids (die -cut lids and labels).  
(98) According to the Parties, a differentiation rollstock and pre -made products within 
flexible packaging for medical use does not lead to affected markets with market  
shares of [10-20]% and [20-30]% respectively.  
 
20 Table 2: The Parties’ estimates for market shares in affected sub -segments of 
medical packaging per type of packaging74 
Types of 
packaging  Amcor’s 
share  Bemis’ 
share  Combined  Major competitors’ share  
pre-made pouches 
and bags  [10-20]% [10-20]% [20-30]% Wipak,  ([10-20]%), Oliver, 
([5-10]%) and Sterimed 
([0-5]%) 
of pre -made lids 
used to seal trays  [5-10]% [20-30]% [20-30]% Oliver ([10-20]0%), 
Nelipak  ([10-20]%), 
Coveris ( [0-5]%), Wipak 
([0-5]%) 
 
(99) The parties argue that with respect to lids, they are not close competitors  that bags 
and pouches can often be used as an alternative to lids and trays and that both, 
pouches and bags and lidding are used across a variety of end use applications.  
6.2.1.5  The Parties’ proposed competitive assessment relative to  a possible s egmentation 
by material  
(100)  The Parties address medical grade non -wovens and papers, laminates and flow 
wraps and films , and stress that it is difficult to provide accurate shares per 
materia l as materials can be used on their own but also in combination with others 
in different types of converted products. However, they estimate that the Parties’ 
combined share in medical papers and non -wove ns together could amount to 
ca. [20-30]% (Amcor [10-20]%, Bemis [10-20]%) and add t hat Oliver ( [10-20]% 
share), Wipak  ([10-20]% share), Nelipak ( [0-5]% share) and Sterimed ( [0-5]% 
share) are also competing with the Parties among others.  
(101)  In laminates, they estimate their share at below 20% and in flow wraps  Bemis is 
not active.75 As concerns films, the Parties see their shares below 20% with a 
[0-5%] increment from Bemis.76  
(102)  As concerns coated Tyvek, the Parties argue77 that Amcor’s presence is minimal, 
with sales of only ca. EUR […] million, including rollstoc k and pre -made 
products out of coated Tyvek in the EEA. Alternative suppliers, Oliver and 
Rollprint in the US are also able to coat Tyvek and shipping the coated Tyvek 
based products from the US is not unprecedented, and the Parties believ e that this 
is the strategy that for instance Oliver follows.   
(103)  As concerns uncoated Tyvek, which is the majority of Amcor’s sales in the EEA, 
there are a large number of com petitors including Wipak, Oliver, Sterimed, 
Coveris, Nelipak, VP, Encaplast, S üdpack, Medipack, Westfield, Riverside, 
Bischoff & Klein, and Inpak.  
                                                 
74  Form CO, paragraph 203.  
75  Form CO paragraphs 215 -221. 
76  See point 2 of the Parties submission on Films, 9 January, 2019.  
77  Submission of the Parties on coated Tyvek of 6 December 2018.  
 
21 (104)  The Parties add that Tyvek has a very low penetration level in Europe (when 
compared with the US), Europe being much more focused on the use of paper for 
medical flexible packaging (with many of the large paper manufacturers being 
based in Europe).  
6.2.2.  The Commission’s competitive assessment  
6.2.2.1  Assessment relative to the  overall market for  flexible packaging for medical  use 
(105)  The Commission’s competitive assessment of the overall market for flexible 
packaging for m edical use lead to identify a number of concerns, based on the 
following considerations . 
(a) Potentially much h igher market shares  
(106)  In response to  the Parties’ position that the competitive assessment of the  overall 
market for flexible packaging for medical applications  should  not give rise to 
concerns , the Commission considers that its investigation provided indications 
that the Parties ’ combined market share are likely to be considerably higher than 
estimated by the m. Accordingly the Parties allegation’ that t he proposed 
Transaction would not create competition concerns is unsubstantiated from this 
point of view. Several elements support  this conclusion , as follows.   
(107)  First, several internal documents78 of both Parties indicate that the market for 
flexible packaging for medical applications could have a significantly lower total 
size and would thus entail higher overall market share for Parties’ than estimated . 
[Description of market size figures contained in documents submitted by the  
Parties ].  
(108)  Second, although competitors responding to the market investigation admitted 
that there is no publicly available figure , and that the market shares are therefore  
difficult to estimate  objectively , they estimated a total market size between 
EUR  500 and 800 million on average  for the EEA . Consequently, the 
Commission considers that there is evidence that  the Parties’ combined market 
share is higher than the [10-20]% submitted and it could be as high as [40-50]% 
on an EEA market for flexible packaging for medical use .  
(109)  Third, some respondents to the market investigation , when estimating the Parties’ 
position , alleged that the Parties combined could constitute up to  50% of the 
market for flexible packaging for medical use.   
(b) The Parties being close competitor s  
(110)  Beyond their combined overall position, the investigation also found that Amcor 
and Bemis are close competitors. Competitors and customers responding to the 
market investigation saw Amcor as being the number one in the medical segment , 
and Bemis followi ng on in the second or third place, together with Wipak.79 The 
Commission argues from this that irrespective of the sizes of the respective 
                                                 
78  See e.g. Amcor internal docume nt [document submitted by the Parties]  or Bemis internal 
document  [document submitted by the Parties] . 
79  Replies to Questionnaire Q2 to competitors of flexible packaging, question 38 and replies to 
Questionnaire Q1B to medical customers, question 48.  
 
22 market shares in the market of flexible packages for medical applications, the 
Parties are close competitors and acco rdingly their overlaps in this market should 
be attentively scr utinised.  
(111)  The above finding is even more relevant if the Commission considers the Parties’ 
respective market share s broken  by end use segment s; in all the sub-segments 
analysed by the Commission , namely orthopaedic devices, injection systems, 
wound care, sutures and diagnostics,  Amcor and Bemis are among the top two, 
three or four competitors.  
(112)  Internal documents of the Parties corroborate the same findings . [Descri ption of 
the competit ive assessment contained in documents submitted by the Parties] .80  
(113)  Also indicative of the Parties’ closeness is that o ut of the 12 identified sub-
segments by end-use, Amcor and Bemis overlap and lead as per the market shares 
(as estimated by the Parties) in eight of them.  
(114)  Even if the market investigation did not allow unequivocally concluding  on the 
existence of narrower sub -segments within the market for medical  packaging , the 
precise delineation of which was left open for the purposes of the present 
decision, it is clear that relevant considerations can be inferred as to the 
competitive closeness of the Parties on the  highly differentiated market s, 
concerned . In that context, the fact that the Parties are often each other’s largest 
competitors in the segm ents whe re they overla p (namely diagnostics, injection 
systems, tubing and wound care and sutures among the affected sub -segments and 
possibly also on others, such as catheters which were not identified by the Parties 
as affected) is a stron g indication that they are overall close competit ors in the 
market for flexible packaging for medical applications.  
(115)  The Commission found  that the Parties are the only manufacturers to have a 
nearly complete portfolio in flexible packaging products for medic al use, while 
other  competitor s are only active in some types of packaging and sub -segments. 
Customers clearly see the Parties as alternative  supplier s for a broad range of 
products.81  
(116)  Respondents also stressed that the Parties are the only market players that have a 
significant level of vertical integration into film extrusion and would therefore 
enjoy a competitive advantage  over competitors .82 Bemis internal  documents also 
acknowledge  [description of documents submitted by the  Parties] .83 
(117)  As concerns the P arties’ submission on win -loss analysis showing the Parties not 
being the closest competitors, [explanation of the Commission’s interpretation of 
the parties’ win loss analysis] .84  
                                                 
80  See e.g . Amcor document [docum ent submitted by the Parties] . 
81  Replies to Questionnaire Q2 to competitors of flexible packaging, question 36 and replies to 
Questionnaire Q1B to medical customers, question 47.  
82  Replies to Questionnaire Q2 to competitors of flexible packaging, questi on 36 and replies to 
Questionnaire Q1B to medical customers, questions 12 and 50. See also minutes of a call with 
competitors on 13 and 20 December, 2018 and a customer on 4 December 2018.  
83  See Bemis internal document  [document submitted by the Parties] .  
84  See the Parties’ submission on Films,  paragraph 2, 9 January, 2019.  
 
23 (118)  Overall, the win -loss analysis provided evidence in favour and also against  the 
Parties. However, g iven the wealth of evidence at hand that points to the 
closeness of compe tition between the Parties, the Commission does not find the 
Parties’ submission to be persuasive enough to challenge the conclusion that the 
Parties are close  competitors .  
(c) Parties asymmetrically much large r than their competitors  
(119)  The Commission observes  that although the market investigation confirmed the 
presence of a large number of competitors active in flexible pack aging for 
medical use , the structure of t he market is characterised by a considerable 
asymmetry towards the current largest operators which includes the Parties, and is 
strongly skewed towards the m: According to the figures provided by the Parties, 
Amcor and Bemis are individually and together by  far the largest players. 
Combined, they are three times larger than the third competitor, and five times 
larger than the fourth , whereas t here is a long tail of small suppliers. The 
Commission further notes that a significant number of small competitors 
expressed concerns about the transaction .85 Moreover, s ome customers have 
indicated that , since already pre -transaction, Amcor showed signs of holding a 
significant  market power  and they feared that it s market power  would only 
increase  –with the acquisition of Bemis .86  
(120)  Therefore, the Commission has doubts as to whether the remaining large number 
of small competitors would be able to increase their capacity to the extent to 
counteract any attempt of the merged entity to increase prices for its products.  
(121)  The Commission also considers that the market investigation did not confirm that 
imports from China constitute a significant competitive force  that could 
significantly alter the current bias in favour of the Parties in the market of flexible 
packaging for medic al applications .87  
(122)  Finally, the Commission also notes that as it appears from the market 
investigation, a large number of competitors88 expressed concerns about the 
proposed T ransaction.  
(d) Difficult y of customer s to switch suppliers  
(123)  The Commission found  that due to lengthy and costly product validation and 
supplier qualification requirements in the medical packaging segment, customers 
do not switch easily  from one supplier to another . Validation of a new packaging 
solution for a product in the medical segment  was reported to take some time 
between one and three years ,89 and could cost hundreds of thousand of euros.90 
                                                 
85  Replies to Questionnaire Q2 to competitors of flexible packaging, question s 51 and 52.  
86  Repl ies to Questionnaire Q2 to competitors of flexible packaging, question s 37.1, replie s to 
Questionnaire Q1B to medical customers, question 53, minutes of a call with a customer on 
30 November, 2018 and with competitors on 13 and 20 December 2018.  
87 Replies to Questionnaire Q1B to medical customers  question 32.4, minutes of a call with 
customers on 4 December, 5 December, 10 December and 12 December 2018.  
88  Replies to Questionnaire Q2 to competitors of flexible packaging, question s 51 and 52.  
89  Replies to Questionnaire Q1B to medical customers, questions 39 and 40.  
90  See minutes of a call with customers on 4 December, 5 December 10 December 2018 and 
9 January  2019.  
 
24 Contrary to the Parties’ assertion that a significant part of the medical packaging 
business was commoditised, customers explained during the market  that 
packaging products are often custom made for the specific end product and fine -
tuned to work on the customers’ equipment. The more customised the packaging 
product, the longe r the validation times and cost and the more difficult to change 
specificati ons.91 Therefore, customers on many of these customised products 
single source and have long -term contracts (three to five years) ,92 where they 
would be hesitant to switch supplier.93 A competitor notes: " in health and medical 
packaging, the lead times of the  customer validation processes does not allow the 
customer base t o shift between suppliers without 1 -2 year transition process. This 
is a clear barrier to enter - or for customers to change suppliers easily. "94 
(124)  Therefore, the Commission considers that custo mers are often faced with 
significant switching costs and would not be in a position to change suppliers 
easily shall the merged entity attempt to increase its prices.  
(e) High barriers to entry  
(125)  The Commission finds that the market investigation did not conf irm the Parties’ 
arguments on low barriers to entry .95 Respondents to the market investigation 
agreed that barriers to entry into the flexible packaging for medical use were 
particularly high and reported of the existence of several: The i nitial investment 
was considered to be significant, first, into  the machinery . Condition for viability 
was mentioned the need to achieve scale and high output volumes and a strong 
balance sheet to bridge the long validation times before cash flow can be 
generated. These all  were considered to represent high barriers to entry. 
Furthermore, access to know how and technology, and specialised staff were all 
considered significant barriers . Reputation was also frequently mentioned as 
critical for acquiring customers, which had to  be developed over several years.96 
A customer notes: “High capital costs. Understanding and implementing systems 
to comply with medical requirements like traceability, lot control, quality system 
requirements, documentations and procedures - could be a huge  undertaking. 
Qualification and validation is slow resulting in late return on investment.”97 
Another mentioned:  “Reputation, competence and size is critical and lack of that 
can be an obstacle.”98 The majority of the competitors stat ed that they could not 
expand between sub -segments even.99  
(126)  The Commission also finds that a lthough the medical segment is an above 
average growing market, respondents could not name any new entrants in the 
market of flexible packaging for medical applications in the past five yea rs100 and 
                                                 
91  See also minutes of a call with a competitor on 13 December 2018 and with customers on 10 and 
13 December.  
92  Replies to Questionnaire Q1B to medical customers, question 41.  
93  Replies to Questionnaire Q1B to medical customers, questions 25 and 26.  
94   Reply of a competitor to Questionnaire Q2 to competitors of flexible packaging, question 13. 
95  Replies to Questionnaire Q1B to medical customers, question 50.   
96  Replies to Questionnaire Q2 to competitors of flexible packaging, question  39.2.3.  
97  Reply of a customer  to Questionnaire Q1B to medical customers, question 52.  
98  Reply of a competitor to Questionnaire Q2 to competitors of flexible packaging, question  47. 
99  Replies to Questionnaire Q2 to competitors of flexible packaging, question  41.  
100  Replies to Questionnaire Q2 to competitors of flexible packaging, question 39 and replies to 
Questionnaire Q1B to medical customers, question 50.  
 
25 did not expect  any new  entry in the near future , confirming the finding of high 
barrier to entry .  
(f) Reduced c ountervailing buyer power and customers concerned  
(127)  The Commission considers that the market investigation did not confirm that 
Parties’ argu ment that customers would change  supplier even in the event of 
certain price  increase s. Only two customers indicated they could help a supplier 
build up capability.101 
(128)  The Commission took note that the c ustomers in the medical segment do not 
always multi -source.102 They explained that multi -sourcing is typical for more 
commoditised packaging products, whereas the more complex and customised 
products need length validations. The cost of this often does not justify the 
qualification of two suppliers for the very same product.103 
(129)  During the market investigation, over half of responding customers , including 
large multinational customers,104 expressed concerns about the transaction held 
that the transaction could negatively affect competition, prices and innovat ion on 
the market for flexible packaging for medical use.  
(130)  It follows for the Commission that countervailing buyer power among customers 
for flexible packaging for medical use is likely insufficient to offset potential 
adverse effects of the merger.   
(g) The C ommission’s competitive assessment  as to the potential sub -segments  
(131)  Although the Commission does not find it necessary to take a definitive position 
on the possibility of further segmenting the market for the supply of flexible 
packaging for medical applic ations , it finds it relevant for its competitive 
assessment the finding that the Parties’  combined market shares in certain 
segments would be particularly high .  
(132)  In addition, the Commission considers that this approach is the more relevant as 
the market investigation revealed the existence of higher shares of the Parties 
across a number of sub -segments than what the Parties submitted.  
(133)  As concerns sub -segments according to end use applications , [description of 
significantly higher market share figures cont ained  in documents submitted by the 
Parties]105. 
(134)  On a similar note, following a sub -segmentation by type of packaging  
[description of significantly higher market share figures contained in documents  
                                                 
101 Replies to Questionnaire Q1B to medical customers, question 33.  
102  Replies to Questionnaire Q1B to medical customers, question 3 7. 
103 Replies to Questionnaire Q1B to medical customers, question 53.  
104  Replies to Questionnaire Q2 to competitors of flexible packaging, question  51. 
105  Amcor internal document; [document submitted by the Parties] . 
 
26 submitted by the Parties]106 [description of market share fig ures contained in 
documents submitted by the Parties]107.  
(135)  [Description of high market  share figures for segment not addressed by the Parties 
but contained in documents submitted by the Parties] .  
(136)  [Description of high market share figures for segment not add ressed by the Parties 
but contained in documents submitte d by the Parties] .  
(137)  The market investigation largely confirmed this figure and revealed  that coating 
Tyvek is highly technical and requires significant and also proprietary know -how. 
According to market participants, only three competitors are capable of coating  
this material , which are Amcor, Bemis and Oliver.  Therefore, the Transaction 
would reduce the number of suppliers of coated Tyvek from three to two.  
(138)  As concerns the Parties’ position in laminates, a  customer , which did not express 
concerns during the investigation, very late in the process108 indicated that the 
Parties ’ combined market  share in a product category engineered multi -layer ed 
films , could be as high as 90%  and submitted that for these products the y consider 
the market to be worldwide. Engineered multi -layer films, as explained by the 
customers are complex films, often consis ting of up to seven layers, which are 
blown or extruded.  
(139)  [Description of information contained in documents submitted by the Parties]  
Bemis’ presence in films is marginal, it reported to the Commission sales of 
EUR  […] million of film rollstock109. [descrip tion of information contained in 
documents submitted by the Parties]110. 
(140)  This seems to indicate that the horizontal overlap in “engineered multi -layer 
films” as evoked by the complainant is very limited.  
(141)  In line with this, Bemis confirms that its presence in the EEA is limited to more 
standard films111, which is also mirrored by the statements in the internal 
document referenced above: [description of information contained in documents  
submitted by the Parties] . 
(142)  The Parties ’ internal  documents indicate  [description of information contained in 
documents submitted by the Parties] .  
6.2.2.2  Conclusion  
(143)  In summary , irrespective of whether the sub -segmen tation per end -use application 
or material or type of packaging can be considered  relevan t product markets, the 
Commission considers, on the basis of the results of the market  investigation 
conducted, that after the proposed Transaction the Parties would consolidate their 
already significant market positions in certain  sub-segment s as well as in the 
                                                 
106  […]. 
107  […]. 
108  Submission of a customer on 31 January 2019.  
109  See Submission of the Parties on Films, of 9 January 2019.  
110  Internal document [document submitted by the Parties] .  
111  See also Reply of the Parties to question 1 of the Commission’s RFI Nr 9.  
 
27 overall market for the supply of flexible packaging for medical use  in the EEA . 
That finding is also corroborated by the market investigation showing  evidence 
that the Parties are close competitors in the overall market for flexible packaging 
for medical use in the EEA  and are market leaders as the two largest vertically -
integrated players with a complete portfolio of flexible packaging products, with 
the nearest competitors being  three to five times smaller than the merged entity 
post-Transaction. The Commission also finds that that there are large barriers to 
entry into market and that customers face high switching costs.  
(144)  Based on  the evidence before  it, the Commission accordingly concludes  that the 
proposed Transaction would significantly increase the competitive power of the 
Parties and eliminate an important competitive force  on the market for flexible 
packaging for medical use in the EEA .  
(145)  Therefo re, the Commission concludes that the Transaction raises serious doubts 
as to its compatibility with the internal market as regards its impact on 
competition on the market for flexible packaging for medical use in the EEA.  
7. REMEDIES  
7.1. Framework  for the assessment of the commitments proposed  
(146)  The following principles from the Remedies Notice112 apply where parties to a 
concentration  choose to offer commitments in order to modify a concentration . 
Such modifications, described as remedies, have as their object to eliminate the  
competition  concerns identified by the Commission . 
(147)  It is the responsibility of the Commission  to show that a concentration would 
significantly impede effective competition. I t is then for the Parties to the 
concentration to put forward commitments.  
(148)  Under the Merger regulation, the Commission assesses the compatibility of a 
concentration with the internal  market on the basis of its effect on the structure of 
competition. Where a concentration raises competition concerns in that it could 
significantly impede effective competition, in particular as a result of the creation 
or strengthening of a dominant position, the parties may seek to modify the 
concentration in order to resolve  the competition concerns and thereby gain 
clearance of their merger113. 
(149)  The Commission only has power to accept commitments that are capable of 
rendering the concentration compatible with the internal market in that they will 
prevent a significant impedimen t to effective competition in all relevant markets 
where competition concerns were identified114. To that end, the commitments 
                                                 
112  Commission's Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and 
under Commission Regulation (EC) No 802/2004 ("Remedies Notice"), OJ C 267,  22.10.2008, 
p. 1. 
113  Remedies Notice, paragraph 5.  
114  Remedies Notice, paragraph 9.  
 
28 have to eliminate the competition concerns  entirely115 and have to be 
comprehensive and effective from all points of view116. 
(150)  In assess ing whether proposed commitments are likely to eliminate its 
competition concerns, the Commission considers all relevant factors including 
inter alia the type, scale and scope of the commitments, judged by reference to 
the structure and particular characte ristics of the market in which those concerns 
arise, including the position of the parties and other participants on the market117. 
Moreover, commitments must be capable of being implemented effectively within 
a short period of time118. 
(151)  Where a proposed concen tration threatens to significantly impede effective 
competition the most effective way to maintain effective competition, apart from 
prohibition, is to create the conditions for the emergence of a new competitive 
entity or for the strengthening of existing  competitors via divestiture by the 
merging parties119. 
(152)  The divested activities must consist of a viable and competitive business that, if 
operated by a suitable purchaser (hereinafter referred to as “the Purchaser ”), can 
compete effectively with the merged entity on a lasting basis and that is divested 
as a going concern. The business must include all the assets which contribute to 
its current operation or which are necessary to ensure its viability and 
competitiveness and all personnel which are currently e mployed or which are 
necessary to ensure the business' viability and competitiveness120. 
(153)  Personnel and assets which are currently shared between the business to be 
divested and other businesses of the Parties, but which contribute to the operation 
of the bus iness or which are necessary to ensure its viability and competitiveness, 
must also be included. Otherwise, the viability and competitiveness of the 
business to be divested would be endangered. Therefore, the divested business 
must contain the personnel pr oviding essential functions for the business such as, 
for instance, group R&D and information technology staff even where such 
personnel are currently employed by another business unit of the parties —at least 
in a sufficient proportion to meet the on -going needs of the divested business121. 
(154)  Normally, a viable business is a business that can operate on a stand -alone -basis, 
which means independently of the merging parties as regards the supply of input 
materials or other forms of cooperation other than during a transitory period122. 
                                                 
115  Case C -202/06 P Cementbouw Handel & Industrie v Commission  [2007] ECR 2007 I -12129, 
paragraph 54: “ it is necessary, when reviewing the proportionality of conditions or obligations 
which  the Commission may, by virtue of Article 8(2) of Regulation No 4064/89, impose on the 
parties to a  concentration, not to determine whether the concentration still has a Community 
dimension after those  conditions or obligations have been c omplied with, but to be satisfied that 
those conditions and those  obligations are proportionate to and would entirely eliminate the 
competition problem that has been identified ". 
116  Remedies Notice, paragraphs 9 and 61.  
117  Remedies Notice, paragraph 12.  
118 Remedies Notice, paragraph 9.  
119  Remedies Notice, paragraph 22.  
120  Remedies Notice, paragraphs 23 -25. 
121  Remedies Notice, paragraph 26.  
122  Remedies Notice, paragraph 32.  
 
29 (155)  The intended effect of the divestiture will only be achieved if and once the 
business is transferred to a suitable Purchaser in whose hands it will become an 
active competitive force in the market. The potential of a business to attra ct a 
suitable Purchaser is an important element already of the Commission's 
assessment of the appropriateness of the proposed commitment. In order to ensure 
that the business is divested to a suitable Purchaser, the commitments must 
include criteria to def ine the suitability of potential Purchasers. This will allow 
the Commission to conclude that the divestiture of the business to such a 
Purchaser will likely remove the competition concerns identified123. 
(156)  In Phase I, commitments offered by the Parties can onl y be accepted where the 
competition problem is readily identifiable and can easily be remedied. The 
competition problem therefore needs to be so straightforward and the remedies so 
clear -cut that it is not necessary to enter into an in -depth investigation and that the 
commitments are sufficient to clearly rule out serious doubts within the meaning 
of Article 6(1)(c) of the Merger Regulation. Where the assessment confirms that 
the proposed commitments remove the grounds for serious doubts on this basis, 
the Commission clears the merger in Phase I.  
7.2. Commitments submitted by the Parties  
(157)  In order to render the concentration compatible with the internal market, the 
Parties have proposed modif ying the notified concentration by entering into the 
following commitments  (hereinafter also referred to as " the Divestment 
Business") . 
(158)  Pursuant to Article 8(2) of the Merger Regulation, the  Notifying Part ies initially 
submitted commitments on 21 January 2019 ("the Initial Commitments"). The 
Commission subject such commitments to a market test. The market test indicated 
that the Initial Commitments needed improved to fully eliminate the concerns 
raised by the proposed Transaction . 
(159)  In order to address the issues  raised in the market test, the Notifying Parties 
submitted a final set of commitments on 31 January 2019 ("the Final 
Commitments").  The Final Commitments were subject to an additional market 
test. The latter market test received a positive response from t he vast majority of 
market test respondents .  
(160)  The Initial Commitments proposed by Amcor and Bemis consist of the 
divestment of almost the entirety  of Bemis’ flexible packaging business for 
medical use in the EEA, which included  the following:  
(a) The divestment of two Bemis plants: The Derry plant in Northern Ireland, 
UK and the Clara plant , in Ireland, wholly owned by Bemis Healthcare 
Packaging Limited ; 
(b) All tangible assets located at the two sites, including all machinery  and 
equipment ;  
                                                 
123  Remedies Notice, paragraph 47.  
 
30 (c) All know -how currently used by the Divestment Business and all IP 
necessary for its operation;  
(d) All licences, permits and authorisations associated with the production of 
flexible packaging (including medical flexible packaging) at each of sites 
contained within the Div estment Business;  
(e) All contracts, agreements and leases including: (i) a contract for 
warehousing services near to the Derry plant and (ii) all the customers of 
the Derry and Clara plants, including  […] supply contracts that involve the 
Derry and Clara pla nts; 
(f) All personnel currently employed by the Divestment Business, including 
sales, marketing, finance, R&D;  
(g) Key personnel, [description of personnel] .  
(h) Transitional agreements for up to two years following the closing of the 
Transaction on (i) any central services provided by the Bemis Groups (such 
as IT and Global Business  Services support) and (ii) all raw materials and 
inputs currently supplied to the Divestment Business by retained Bemis 
plants on the same terms and conditions currently enjoyed by the 
Divestment Business.  
(161)  As to the transitional supply agreements the Parties submitted that the supplied 
products from the remaining Bemis plants i.e. films and laminates, are to […]% 
stand ard films, (i.e. commodity level films), for which there are several 
alternative suppliers in the EEA, such as Bischof&Klein, Huhtamaki, Wipak; 
Coveris, Encaplast, Sealed Air, Stermied among others. Therefore, the Parties 
consider that  switching supplier  could be done be ea sily.  
(162)  As to the non -standard films  (i.e. customised  films ) supplied by Bemis’ remaining 
plants, the Parties note that [details of inter -company supply] . The Parties 
consider that at least four alternative suppliers could be capable of manufacturing 
the same firm, which are Huhtamaki, Danapak, Constantia and EK Pack.  
(163)  The Parties consider that the proposed transitional agreement, based on which 
these products will be supplied on current unchanged terms to the Divestment 
Business provide a sufficient timeline for the Divestment Business to find and for 
the customers to validate a new supplier.  
(164)  Bemis considers that it can additionally facilitate the transition process by [details 
of how Bemis can facilitate the transition process] .124  
(165)  The P arties are confident that there will be numerous candidate Purchasers 
interested in the Divestment Business. To date, they have received expressions of 
interest from a number of potential purchasers, that all have expressed interest in 
attending management  presentations.125 
                                                 
124 See Form RM, paragraph 47.4.1.  
125  Form RM – paragraph 14 . 
 
31 (166)  In addition the Parties entered into related commitments inter alia regarding the 
separation of the divested businesses from their retained businesses, the 
preservation of the viability, marketability and competitiveness of the divested 
businesses, including the appointment of a monitoring trustee and, if necessary, a 
divestiture trustee.  
7.3. The Commission’s market test  
(167)  With their Initial C ommitments, t he Parties have essentially propose d to divest 
almost the entire  Bemis’ business in flexibl e packaging for medical use in the 
EEA126. Considering that the Commission has serious doubts concerning the 
whole overlap for flexible packaging for medical use created by the transaction in 
the EEA, the scope of the divestment is in principle suitable to remove its 
competition concerns.  
(168)  This is confirmed by  the results of the marke t test, where the majority of 
respondents consider the Initial Commitments as suitable to effectively remove 
competition concerns raised by the Transaction in flexible packaging for medical 
use127. 
7.3.1.  Viability and competitiveness of the Divestment Business as per the Initial 
Commitments  
(169)  The Commission considers that the Divestment Business, as a stand -alone 
business including all the essential assets, functions and personnel is viable and 
competitive , with the exception of the transitional supply for raw materi als from 
Bemis plants described below.  
(170)  From a financial perspective, the Divestment Business has been operating 
profitably in the past three years, [description of sales and profitability] .  
(171)  The market test resulted in the majority of respondents agreeing  that the 
Divestment Business would be viable and competitive both immediately as well 
as in the next five years128  
(172)  The market investigation revealed , however, that the transitional supply for raw 
materials from Bemis’ remaining plants were crucial for busin ess continuity and 
the way the Initial Commitments were  structured in this respect  could jeopardise 
the viability and competitiveness of the Divestment Business.129 
(173)  Respondents noted that the transition period of two years is in most instances not 
sufficient  to find, test and validate a new supplier for a new raw material. 
Therefore, the transition period should be significantly longer. At the same time 
many were concerned that a long transitional supply agreement created long term 
dependencies for the Divestment Business on a competitor; which could again 
unfavourably affec t its competitiveness.  
                                                 
126  The divestiture as proposed covers EUR […] million out of the total of EUR […] million, which 
constitutes Bemis sales in the EEA for flexible packaging for medical use.  
127  See replies to question 2  of Questionnaire on Commitments . 
128  See replies to questions 3 and 4 of Questionnaire on Commitments . 
129  See replies to questions 10 and 11 of Questionnaire on Commitments  
 
32 (174)  A number of respondents suggested that the Purchaser should have its own 
extruded film and laminate d film  manufacturing capability whereas a set of 
respondents saw it necessary to directly integrate the film supply into the 
Divestme nt Business, in order to replicate the capacity and capability that the 
Bemis medical flexible packaging business originally , had before the Transaction . 
This would  minimis e transition time and risk.  
7.3.2.  Suitability of the Purchaser  
(175)  The m arket test respondent s stressed that existing presence and expertise of the 
potential Purchaser in flexible packaging for medical use or for broader health 
care applications would be necessary for ensuring the viability and 
competitiveness of the Divestment Business130. They als o noted that the existing 
presence of the Purchaser in the EEA and a familiarity with the E EA market;  
customers and qualification standards and procedures,  would also be desirable . 
(176)  Several respondents already active in flexible packaging for medical use in  the 
EEA have expressed interest in purchasing the Divestment Business.131 
(177)  The Parties took into account certain concerns expressed by the market 
respondents and on 31  January 2019  submitted Final Commitments that  improve  
the Initial Commitments referred to  in paragraph  and accordingly replace such 
Initial Commitments . In particular, to address the said  concerns expressed by  the 
market respondents, the Parties added  to the Initial Commitments the 
commitment to divest an  additional plant located in Elsham, UK,132 which 
manufactures extruded and laminated film  […] that are supplie d to the Derry 
plant .133 
(178)  Moreover, the Parties committed to the further t ransitional arrangements , 
including : (i) for a period of up to two years from Closing, on external 
warehousing for the Elsham plant. In addition, (ii)  at the Purchaser’s election, a 
commitment to extend the length of  the transitional supply arrangements [details 
of possible extension of supply arrangements] . 
(179)  The Parties committed to a further Purchaser criterion to ens ure that the potential 
Purchaser has sufficient experience in flexible packaging for healthcare 
applications  or other relevant expertise .  
(180)  The Parties committed to divest a ll tangible assets located at Elsham, in cluding 
machinery and equipment.  
(181)  The Parties  committed to divest a ll other IP (to the extent any) that is used an d 
connected to the Elsham plant.  
(182)  The Parties committed to exit from a ll contracts, agreements and leases including 
all the customers of the Elsham plants, including a small number of supp ly 
contract s that involve the Elsham plant.  
                                                 
130  See replies to questions 14 and 15 of Questionnaire  on Commitments . 
131  See replies to question 19 of Questionnaire on Commitments . 
132  Final Commitments, paragraph 5.  
133  Reply of the Parties to question 1 of the Commission’s RFI#9 of 24 January, 2019.  
 
33 (183)  The Parties committed to attach to the Divestment Business a ll personnel 
currently employed by  the Elsham plant. There are, however, no sales staff 
attached to the Elsham plant, as it is currently supported by the Bemis Europe 
sales and marketing team, which focusses on flexible food packaging. However, 
to provide continued sales and customer service su pport to the Elsham plant, the 
parties will transfer [details of personnel that will transfer] . The Elsham plant 
does not have on -site IT personnel, and also receives centralised support from 
Bemis, including support from the Derry and Clara plants. The El sham plant 
[details of activities not carried out at Elsham] . The Elsham plant, which has a 
financial controller on -site, will also require additional resources.134 
(184)  The Parties committed to attach to the Divestment Business all k ey personnel, 
that consist of  [details of personnel ] for the Elsham  plant for site management.  
7.4. Commission Assessment  
(185)  The Commission considers that the Final Commitments set aside the serious 
doubts raised by the proposed  Transaction because they remove the entire overlap 
between the  Parties in flexible packaging for medical use in the EEA, the market 
in which serious doubts were raised.  
(186)  The Commission also finds that the modifications contained in the Final 
Commitments and described at paragraph (176)  above address the outstanding 
issues, that were identified in the course of the market test, related to the viability 
and competitiveness of the Divestment Businesses. In particular , the Commission 
considers that  the Final Commitments  will: 
(a) Enable the Divestment Business to operate in a much more self -sufficient 
and in almost fully standalone manner, reducing significantly the extent the 
Divestment Business needs to rely on raw material  supplies from Bemis, a 
competitor.  
(b) Extend the duration of the remaining transitional supply agreement to […] 
provides the Divestment Business and its customers with more flexibility 
and sufficient probability that a new supplier can be found and successfully 
validated.  
(c) Through  the Purchaser criteria , requir e the Purchaser to have industrial 
experience in the supply of flexible packaging products for healthcare 
applications or other relevant related expertise increases significantly  the 
probability  that the Divestment  Businesses remains a competitive  force on 
the EEA market for flexible packaging for medical use.  
(187)  The Commission consulted again those market participants  who initially 
expressed concerns on the amendments of the Commitments. The vast majority of 
respondents considered that the Final Commitment as proposed on 
31 January  2019 eliminate their concerns.135  
                                                 
134  Final Commitments, paragraph 6.5.  
135  See replies to Second Market Test of 30 January 2019.  
 
34 (188)  The Commission considers the proposed remedy as clear ly sufficient. It involves 
the sale of three entire plants and eliminate s the entir e overlap of the Parties in the 
market for flexible packaging for medical use in the EEA . In addition, the 
Purchaser criteri a to ensure that the potential Purchaser has sufficient experience 
in flexible packaging for medical use or other relevant expertise  ensures a 
successful implementation of the remedy and the viability and competitiveness of 
the Divestment Business . 
(189)  For the reasons outlined above, the Commission considers that the above 
described commitments including the Initial and Final Commitments e ntered into 
by the undertakings concerned are sufficient to eliminate the serious doubts as to 
the compatibility of the proposed  Transaction with the internal market with 
respect to the market for flexible packaging for medical use. Moreover, the said 
comm itments are comprehensive and effective from all points of view, and are 
capable of being implemented effectively within a short period of time.  
8. CONDITIONS AND OBLIGA TIONS  
(190)  The fulfilment of the measures that gives rise to the structural change of the 
marke t is a condition, whereas the implementing steps that are necessary to 
achieve this result are generally obligations on the Parties. Where a condition is 
not fulfilled, the Commission's decision declaring the concentration compatible 
with the internal mark et is no longer applicable. Where the undertakings 
concerned commit a breach of an obligation, the Commission may revoke the 
clearance decision in accordance with Article  6(3) of the Merger Regulation. The 
undertakings concerned may also be subject to fine s and periodic penalty 
payments under Articles 14(2) and 15(1) of the Merger Regulation.  
(191)  In accordance with the basic distinction between conditions and obligations, the 
commitments including the Initial and Final Commitments in Sections B as well 
as the S chedule 1 set out in the Annex constitute conditions attached to this 
decision, as only through their full compliance can the structural changes in the 
relevant markets be achieved. The other commitments set out in the Annex 
constitute obligations, as they  concern the implementing steps that are necessary 
to achieve the modifications sought in a manner compatible with the internal 
market.  
(192)  The full text of the commitments including the Initial and Final Commitments is 
attached to this Decision as the Annex a nd forms an integral part of this Decision.  
 
35 9. CONCLUSION  
(193)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the c onditions in Sections B as well as the Schedule of the Final 
Commitments  annexed to the present decision and with the obligations contained 
in the other sections of the said commitments. This decision is adopted in 
application of Article 6(1)(b) in conjunc tion with Article 6(2) of the Merger 
Regulation and Article 57 of the EEA Agreement.  
For th e Commission  
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
31 January 2019  
 1   Annex  
Case M.9094 – Amcor/Bemis  
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), Amcor 
Limited and Bemis Company, Inc. (the “  Parties ”) hereby enter into the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to rendering 
the acquisition by Amcor of Bemis (the “ Concentration ”) compatible with the internal market and the 
functioning of the EEA Agreement.  
This text shall be interpreted in light of the Co mmission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “ Decision ”), in the general framework of European Union law, 
in particul ar in light of the Merger Regulation, and by reference to the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation 
(EC) No 802/2004 (the “ Remedies Notice ”). 
Section A.  Definitions  
1 For the purpos e of the Commitments, the following terms shall have the following meaning:  
Derry plant: the assets and operations of the plant operated by Bemis Healthcare 
Packaging Limited (an indirect wholly owned subsidiary of Bemis Company, Inc.) at Acorn 
Road, Campsie Industrial Estate, Campsie Co Londonderry, BT47 3GQ, Northern Ireland, 
United Kingdom.    
Clara plant: the assets and operations of the plant operated by  Bemis Healthcare 
Packaging Ireland Limited (an indirect wholly owned subsidiary of Bemis Company, Inc.) at 
Kilbeggan Rd., Lehinch, Clara, Co. Offaly, R35 F583, Ireland.    
Elsham plant: the assets and operations of the plant operated by Bemis Elsham Limited 
(an indirect wholly owned subsidiary of Bemis Company, Inc.) at The Flarepath, Elsham 
Wolds Industrial Estate, Brigg, North Lincolnshire DN20 0SP, United Kingdom.  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate 
parents of the Parties, whereby the notion of control shall be interpreted pursuant to Article 
3 of the Merger Regulation and in light of the Commission Consolidated Jurisdictional 
Notice under  Council Regulation (EC) No 139/2004 on the control of concentrations 
between undertakings (the " Consolidated Jurisdictional Notice ").  
Amcor: Amcor Limited is a public company, incorporated and registered under the laws of 
Australia (company number ABN 62  000 017 372) with its registered office at Level 11, 60 
City Road, 3006 Southbank, Melbourne, Australia.  
Bemis:  Bemis Company, Inc. is a public company, incorporated and registered under the 
laws of Missouri, United States with its registered office at 23 01 Industrial Drive, Neenah, 
Wisconsin 54956, United States.  
Assets : the assets that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Business as indicated in Section B, 
paragraphs 5.1 to 5.3 and described more in detail in the Schedule.  
Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
Closing Period : the period of […] months from the approval  of the Purchaser and the 
terms of sale by the Commission.  
31 January 2019  
 2   Confidential Information : any business secrets, know -how, commercial information, or 
any other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conf lict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Divestment Business : the business or businesses as defined in Section B and in the 
Schedule which the Party/ Parties commit to divest .  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Parties and who has/have received from the Parties the 
exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum 
price.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period : the period of […] months from the Effective Date.  
Hold Separate Manager : the person appointed by the Parties for the Divestment Business 
to manage the day -to-day business under the supervision of the Monitoring Trustee.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule, including the Hold Separate Manager.  
Monitoring Trust ee: one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Parties, and who has/have the duty to monitor the 
Parties’ compliance with the conditions and obligations attached to the Decision.  
Parties : the Parties a nd the undertaking that is the target of the concentration.  
Personnel : all staff currently employed by the Divestment Business, including staff 
seconded to the Divestment Business, shared personnel as well as the additional personnel 
listed in the Schedul e. 
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business 
in accordance with the criteria set out in Section D.  
Purchaser  Criteria : the criteria laid down in paragraph 13 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
Schedule : the schedule to these Commitments describing more in detail the Divestment 
Business.  
Trustee(s ): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.   
Trustee Divestiture Period : the period of […] months from the end of the First Divestiture 
Period.  
Section B.  The commitment to divest and the Divestment Business  
Commitment to divest  
2 In order to maintain effective competition, The Parties commit to divest, or procure the 
divestiture of the Divestment Business by the end of the Trustee Divestiture Period as a 
going concern to a purchaser and on terms of sale approved by the Commission i n 
accordance with the procedure described in paragraph 17 of these Commitments. To carry 
out the divestiture, the Parties commit to find a purchaser and to enter into a final binding 
sale and purchase agreement for the sale of the Divestment Business withi n the First 
Divestiture Period. If Amcor  or Bemis have not entered into such an agreement at the end of 
31 January 2019  
 3   the First Divestiture Period, the Parties shall grant the Divestiture Trustee an exclusive 
mandate to sell the Divestment Business in accordance with th e procedure described in 
paragraph 30 in the Trustee Divestiture Period.  
3 The Parties shall be deemed to have complied with this commitment if:  
3.1 by the end of the Trustee Divestiture Period, Amcor or the Divestiture Trustee has entered 
into a final binding sale and purchase agreement and the Commission approves the 
proposed purchaser and the terms of sale as being consistent with the Commitments in 
accordance with the procedure described in paragraph  17; and  
3.2 the Closing of the sale of the Divestment Busines s to the Purchaser takes place within the 
Closing Period.  
4 In order to maintain the structural effect of the Commitments, the  Parties shall, for a period 
of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising  influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over 
the whole or part of the Divestment Business, unless, following the submission of a 
reasoned request from the Party showing good cause and accompanied by a report from 
the Moni toring Trustee (as provided in paragraph 40 of these Commitments), the 
Commission finds that the structure of the market has changed to such an ext ent that the 
absence of influence over the Divestment Business is no longer necessary to render the 
proposed concentration compatible with the internal market.  
Structure and definition of the Divestment Business  
5 The Divestment Business consists of Bemis’ C lara plant, its Derry plant and its Elsham 
plant.  The legal and functional structure of the Divestment Business as operated to date is 
described in the Schedule. The Divestment Business, described in more detail in the 
Schedule, includes all assets and sta ff that contribute to the current operation or are 
necessary to ensure the viability and competitiveness of the Divestment Business, in 
particular:  
5.1 all tangible and intangible assets (including intellectual property rights);  
5.2 all licences, permits and auth orisations issued by any governmental organisation for the 
benefit of the Divestment Business;  
5.3 all contracts, leases, commitments and customer orders of the Divestment Business; all 
customer, credit and other records of the Divestment Business; and  
5.4 the Pe rsonnel.  
6 In addition, the Divestment Business includes the benefit, for a transitional period of up to 
two years after Closing and on terms and conditions equivalent to those at present afforded 
to the Divestment Business  (with any increases in raw materi al costs being passed on to the 
Purchaser) , of all current arrangements under which Bemis  or its Affiliated Undertakings 
supply products or services to the Divestment Business  from its retained plants , as detailed 
in the Schedule, unless otherwise agreed w ith the Purchaser. At the purchaser’s election, 
the Divestment Business shall also include the benefit of additional transitional supply 
arrangements for film products currently sourced from Bemis for two additional one year 
periods (bring the total transi tional period to a maximum of four years) on terms and 
conditions equivalent to those at present afforded to the Divestment Business (with any 
increases in raw material costs being passed on to the Purchaser).  Strict firewall 
procedures will be adopted so  as to ensure that any competitively sensitive information 
related to, or arising from such supply arrangements (for example, product roadmaps) will 
not be shared with, or passed on to, anyone outside the relevant business operations.    
31 January 2019  
 4   Section C.   Related  commitments  
Preservation of viability, marketability and competitiveness  
7 From the Effective Date until Closing, the Parties shall preserve or procure the preservation 
of the economic viability, marketability and competitiveness of the Divestment Business,  in 
accordance with good business practice, and shall minimise as far as possible any risk of 
loss of competitive potential of the Divestment Business. In particular the Parties undertake:  
7.1 not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the Divestment Business or that might alter the nature 
and scope of activity, or the industrial or commercial strategy or the investment policy of the 
Divestment Business;  
7.2 to make available, or procure  to make available, sufficient resources for the development of 
the Divestment Business, on the basis and continuation of the existing business plans;  
7.3 to take all reasonable steps, or procure that all reasonable steps are being taken, including 
appropriate  incentive schemes (based on industry practice), to encourage all Key Personnel 
to remain with the Divestment Business, and not to solicit or move any Personnel to the 
Parties’ remaining businesses. Where, nevertheless, individual members of the Key 
Person nel exceptionally leave the Divestment Business, the Parties shall provide a 
reasoned proposal to replace the person or persons concerned to the Commission and the 
Monitoring Trustee. The Parties must be able to demonstrate to the Commission that the 
repla cement is well suited to carry out the functions exercised by those individual members 
of the Key Personnel. The replacement shall take place under the supervision of the 
Monitoring Trustee, who shall report to the Commission.  
Hold-separate obligations  
7.4 The Parties commit, from the Effective Date until Closing, to keep the Divestment Business 
separate from the businesses they are retaining and to ensure that unless explicitly 
permitted under these Commitments: (i)  management and staff of the businesses ret ained 
by the Parties have no involvement in the Divestment Business; (ii) the Key Personnel and 
Personnel of the Divestment Business have no involvement in any business retained by the 
Parties and do not report to any individual outside the Divestment Busi ness . However, 
nothing in these Commitments shall prohibit the Divestment Business from communicating 
with the Parties in connection with ongoing litigation to the extent that the Parties may retain 
any liability.   
7.5 Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that the Divestment 
Business is managed as a distinct and saleable entity separate from the businesses which 
the Parties are retaining. Immediately after the adoption of the Decision, the Parties shall 
appoint a Hold Sepa rate Manager. The Hold Separate Manager, who shall be part of the 
Key Personnel, shall manage the Divestment Business independently and in the best 
interest of the business with a view to ensuring its continued economic viability, 
marketability and competi tiveness and its independence from the businesses retained by 
the Parties . The Hold Separate Manager shall closely cooperate with and report to the 
Monitoring Trustee and, if applicable, the Divestiture Trustee. Any replacement of the Hold 
Separate Manager  shall be subject to the procedure laid down in paragraph 7.3 of these 
Commitments. The Commission may, after having heard the Parties, require the Parties to 
replace the Hold Separate Manager.  
7.6 To ensure that the Divestment Business is held and managed  as a separate entity the 
Monitoring Trustee shall exercise Bemis ’  rights as shareholder in the legal entity or entities 
that constitute the Divestment Business (except for its rights in respect of dividends that are 
due before Closing), with the aim of a cting in the best interest of the business, which shall 
be determined on a stand -alone basis, as an independent financial investor, and with a view 
to fulfilling the Parties obligations under the Commitments. Furthermore, the Monitoring 
Trustee shall have the power to replace members of the supervisory board or non -executive 
31 January 2019  
 5   directors of the board of directors, who have been appointed on behalf of  Bemis . Upon 
request of the Monitoring Trustee, Bemis  shall resign as a member of the boards or shall 
cause such  members of the boards to resign.  
Ring-fencing  
8 The Parties shall implement, or procure to implement, all necessary measures to ensure 
that they do not, after the Effective Date, obtain any Confidential Information relating to the 
Divestment Business and that any such Confidential Information obtained by  the Parties 
before the Effective Date will be eliminated and not be used by the Parties. This includes 
measures vis -à-vis Bemis ’s appointees on the supervisory board and/or board of directors 
of the Divestment Business. In particular, the participation of  the Divestment Business in 
any central information technology network shall be severed to the extent possible, without 
compromising the viability of the Divestment Business. The Parties may obtain or keep 
information relating to the Divestment Business wh ich is reasonably necessary for the 
divestiture of the Divestment Business or the disclosure of which to one or both of the 
Parties is required by law.   
Non-solicitation clause  
9 The Parties undertake, subject to customary limitations, not to solicit, and to  procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the Divestment 
Business for a period of 2 years after Closing.  
Due diligence  
10 In order to enable potential purchasers to carry out a reasonable due diligence of the 
Divestment Business, the Parties shall, subject to customary confidentiality assurances and 
dependent on the stage of the divestiture process:   
10.1 provide to potential purchasers sufficient information as regards the Divestment Business;  
10.2 provide to potential purchasers sufficient information relating to the Personnel and allow 
them reasonable access to the Personnel.  
Reporting  
11 The Parties shall submit written reports in English on potential purchasers of the Divestment 
Business and developments in the negotia tions with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every month 
following the Effective Date (or otherwise at the Commission’s request). The Parties shall 
submit a list of all potential p urchasers having expressed interest in acquiring the 
Divestment Business to the Commission at each and every stage of the divestiture process, 
as well as a copy of all the offers made by potential purchasers within five days of their 
receipt.  
12 The Parties s hall inform the Commission and the Monitoring Trustee on the preparation of 
the data room documentation and the due diligence procedure and shall submit a copy of 
any information memorandum to the Commission and the Monitoring Trustee before 
sending the me morandum out to potential purchasers.  
Section D.  The Purchaser  
13 In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
13.1 The Purchaser shall be indepen dent of and unconnected to the Parties and their Affiliated 
Undertaki ngs (this being assessed having regard to the situation following the divestiture).  
13.2 The Purchaser shall have the financial resources, proven expertise in the supply of flexible 
packaging products for healthcare applications or other relevant related exper tise and 
31 January 2019  
 6   incentive to maintain and develop the Divestment Business as a viable and active 
competitive force in competition with the Parties and other competitors;  
13.3 The acquisition of the Divestment Business by the Purchaser must neither be likely to 
create , in light of the information available to the Commission, prima facie  competition 
concerns nor give rise to a risk that the implementation of the Commitments will be delayed. 
In particular, the Purchaser must reasonably be expected to obtain all necessary  approvals 
from the relevant regulatory authorities for the acquisition of the Divestment Business.  
14 The final binding sale and purchase agreement (as well as ancillary agreements) relating to 
the divestment of the Divestment Business shall be conditional o n the Commission’s 
approval. When Amcor  has reached an agreement with a purchaser, it shall submit a fully 
documented and reasoned proposal, including a copy of the final agreement(s), within one 
week to the Commission and the Monitoring Trustee. The Parti es must be able to 
demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and that the 
Divestment Business is being sold in a manner consistent with the Commission's Decision 
and the Commitments. For the approval, the Commission sh all verify that the purchaser 
fulfils the Purchaser Criteria and that the Divestment Business is being sold in a manner 
consistent with the Commitments including their objective to bring about a lasting structural 
change in the market. The Commission may a pprove the sale of the Divestment Business 
without one or more Assets or parts of the Personnel, or by substituting one or more Assets 
or parts of the Personnel with one or more different assets or different personnel, if this does 
not affect the viability  and competitiveness of the Divestment Business after the sale, taking 
account of the proposed purchaser.  
Section E.  Trustee  
Appointment procedure  
15 The Parties shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitorin g Trustee. The Parties commit  not to close the Concentration 
before the appointment of a Monitoring Trustee.  
16 If the Parties have not entered into a binding sale and purchase agreement regarding the 
Divestment Business one month before the end o f the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by the Parties at that time or thereafter, the 
Parties shall appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall 
take effect upon the commence ment of the Trustee Divestiture Period.  
17 The Trustee shall:  
17.1 at the time of appointment, be independent of the Parties and their Affiliated Undertakings;  
17.2 possess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant e xperience as an investment banker or consultant or auditor; and  
17.3 neither have nor become exposed to a Conflict of Interest.  
18 The Trustee shall be remunerated by the Parties in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the final sale value 
of the Divestment Business, such success premium may only be earned if the divestiture 
takes place within the Trustee Divestiture Period.  
Proposal by the Parties  
19 No later than two weeks after the Effective Date, the Parties shall submit the name or 
names of one or more natural or legal persons whom the Parties propose to appoint as the 
Monitoring Trustee to the Commissio n for approval. No later than one month before the end 
of the First Divestiture Period or on request by the Commission, the Parties shall submit a 
31 January 2019  
 7   list of one or more persons whom the Parties propose to appoint as Divestiture Trustee to 
the Commission for approval. The proposal shall contain sufficient information for the 
Commission to verify that the person or persons proposed as Trustee fulfil the requirements 
set out in paragraph  17 and shall include:  
19.1 the full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Trustee to fulfil its duties under these Commitments;  
19.2 the outline of a work plan which describes how the Trustee intends to carry out its assigned 
tasks;  
19.3 an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions.  
Approval or rejection by the Commission  
20 The Commission shall have the discretion to approve or reject the proposed Trustee(s)  and 
to approve the proposed mandate subject to any modifications it deems necessary for the 
Trustee to fulfil its obligations. If on ly one name is approved, the Parties shall appoint or 
cause to be appointed the person or persons concerned as Trustee, in accordance with the 
mandate approved by the Commission. If more than one name is approved, the Parties 
shall be free to choose the Tr ustee to be appointed from among the names approved. The 
Trustee shall be appointed within one week of the Commission’s approval, in accordance 
with the mandate approved by the Commission.  
New proposal by  Amcor  
21 If all the proposed Trustees are rejected, th e Parties  shall submit the names of at least two 
more natural or legal persons within one week of being informed of the rejection, in 
acco rdance with paragraphs 15 and 20 of these Commitments.  
Trustee nominated by the Commission  
22 If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Tr ustee, whom the Parties shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
Functions of the Trustee  
23 The Trustee shall assume its specified duties and obligations in order to ensure compliance 
with the Commitments. The Commission may, on its own initiative or at the request of the 
Trustee or the Parties, give any orders or instructions to the Trustee in order to ensure 
compliance with the conditions and obligations attached to the Decision.   
Duties and obligations of the Monitoring Trustee  
24 The Monitoring Trustee shall:  
24.1 propose in its first report to the Commission a detailed work plan describing how it intends to 
monitor compliance with the obligations and conditions attached to the Decision.  
24.2 oversee, in close co -operation with the Hold Separate Manager, the on -going management 
of the Divestment Business with a view to ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by the Parties with the conditions 
and obligations attached to the Decision. To that end the Monitoring Trustee shall:  
24.2.1  monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate of the 
Divestment Business from t he business retained by the Parties, in accordance 
with paragraphs  7.1 to  7.4 of these Commitments;   
31 January 2019  
 8   24.2.2  supervise the management of the Divestment Business as a distinct and 
saleable entity, in accordance with paragraph 7.5 of these Commitments;  
24.2.3  with respect  to Confidential Information:  
24.2.3.1  determine all necessary measures to ensure that the Parties 
do not after the Effective Date obtain any Confidential 
Information relating to the Divestment Business,  
24.2.3.2  in particular strive for the severing of the Divestment Busi ness’ 
participation in a central information technology network to the 
extent possible, without compromising the viability of the 
Divestment Business,  
24.2.3.3  make sure that any Confidential Information relating to the 
Divestment Business obtained by the Parties before the 
Effective Date is eliminated and will not be used by the Parties 
and  
24.2.3.4  decide whether such information may be disclosed to or kept 
by the Part ies as the disclosure is reasonably necessary to 
allow the Parties to carry out the divestiture or as the 
disclosure is required by law;  
24.2.4  monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and the Parties or Aff iliated Undertakings;  
24.3 propose to the Parties such measures as the Monitoring Trustee considers necessary to 
ensure the Parties’ compliance with the conditions and obligations attached to the Decision, 
in particular the maintenance of the full economic via bility, marketability or competitiveness 
of the Divestment Business, the holding separate of the Divestment Business and the non -
disclosure of competitively sensitive information;  
24.4 review and assess potential purchasers as well as the progress of the divest iture process 
and verify that, dependent on the stage of the divestiture process:  
24.4.1  potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel in particular by reviewing, if available, 
the data room documentation, the information memorandum and the due 
diligence process, and  
24.4.2  potential purchasers are granted reasonable access to the Personnel;  
24.5 act as a contact point for any requests by third parties, in particular potential purchasers, in 
relation to the Commitments;  
24.6 provide to the Commission, sending the Parties a non -confidential copy at the same time, a 
written report within 15 days after the end of every month that shall cover the operation and 
management of the Divestment Business as well as the s plitting of assets and the allocation 
of Personnel so that the Commission can assess whether the business is held in a manner 
consistent with the Commitments and the progress of the divestiture process as well as 
potential purchasers;  
24.7 promptly report in w riting to the Commission, sending the Parties a non -confidential copy at 
the same time, if it concludes on reasonable grounds that the Parties are failing to comply 
with these Commitments;  
24.8 within one week after receipt of the documented proposal referred t o in paragraph 14 of 
these Commitments, submit to the Commission, sending the Parties a non -confidential copy 
at the same time, a reasoned opinion as to the suitabili ty and independence of the proposed 
purchaser and the viability of the Divestment Business after the Sale and as to whether the 
31 January 2019  
 9   Divestment Business is sold in a manner consistent with the conditions and obligations 
attached to the Decision, in particular, if relevant, whether the Sale of the Divestment 
Business without one or more Assets or not all of the Personnel affects the viability of the 
Divestment Business after the sale, taking account of the proposed purchaser;  
24.9 assume the other functions assigned t o the Monitoring Trustee under the conditions and 
obligations attached to the Decision.  
25 If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with eac h other 
during and for the purpose of the preparation of the Trustee Divestiture Period in order to 
facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
26 Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price 
the Divestment Business to a purchaser, provided that the Commission has approved both 
the purchaser and the final binding sale and purchase agreement (and ancill ary 
agreements) as in line with the Commission's Decision and the Commitments in accordance 
with paragraphs 13 and 14 of these Commitments.  The Divestiture Trustee shall include in 
the sale and purchase agreement (as well as in any ancillary agreements) such terms and 
conditions as it considers appropriate for an expedient sale in the Trustee Divestiture 
Period. In particular, the Divestiture Trustee may include in the sale and purchase 
agreement such customary representations and warranties and indemnities as are 
reasonably required to effect the sale. The Divestiture Trustee sh all protect the legitimate 
financial interests of the Parties, subject to the   Parties’ unconditional obligation to divest at 
no minimum price in the Trustee Divestiture Period.  
27 In the Trustee Divestiture Period (or otherwise at the Commission’s request) , the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in 
English on the progress of the divestiture process. Such reports shall be submitted within 15 
days after the end of every month with a simultaneous copy t o the Monitoring Trustee and a 
non-confidential  copy to the Parties.  
Duties and obligations of the Parties  
28 The Parties shall provide and shall cause their advisors to provide the Trustee with all such 
co-operation, assistance and information as the Trustee  may reasonably require to perform 
its tasks. The Trustee shall have full and complete access to any of the Parties’ or the 
Divestment Business’ books, records, documents, management or other personnel, 
facilities, sites and technical information necessary  for fulfilling its duties under the 
Commitments and the Parties and the Divestment Business shall provide the Trustee upon 
request with copies of any document. The Parties and the Divestment Business shall make 
available to the Trustee one or more offices  on their premises and shall be available for 
meetings in order to provide the Trustee with all information necessary for the performance 
of its tasks.  
29 The Parties shall provide the Monitoring Trustee with all managerial and administrative 
support that it may reasonably request on behalf of the management of the Divestment 
Business. This shall include all administrative support functions relating to the Divestment 
Business which are currently carried out at headquarters level. The Parties shall provide 
and shall cause their advisors to provide the Monitoring Trustee, on request, with the 
information submitted to potential purchasers, in particular give the Monitoring Trustee 
access to the data room documentation and all other information granted to potential  
purchasers in the due diligence procedure. The Parties shall inform the Monitoring Trustee 
on possible purchasers, submit lists of potential purchasers at each stage of the selection 
process, including the offers made by potential purchasers at those stag es, and keep the 
Monitoring Trustee informed of all developments in the divestiture process.  
31 January 2019  
 10   30 The Parties shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale  (including ancillary 
agreements), the Closing and all actions and declarations which the Divestiture Trustee 
considers necessary or appropriate to achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process. Upo n request of the Divestiture 
Trustee, the Parties shall cause the documents required for effecting the sale and the 
Closing to be duly executed.  
31 The Parties shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold eac h Indemnified Party harmless against, and hereby agrees 
that an Indemnified Party shall have no liability to the Parties for, any liabilities arising out of 
the performance of the Trustee’s duties under the Commitments, except to the extent that 
such liabi lities result from the wilful default, recklessness, gross negligence or bad faith of 
the Trustee, its employees, agents or advisors.  
32 At the expense of the Parties, the Trustee may appoint advisors (in particular for corporate 
finance or legal advice), sub ject to the Parties approval (this approval not to be 
unreasonably withheld or delayed) if the Trustee considers the appointment of such 
advisors necessary or appropriate for the performance of its duties and obligations under 
the Mandate, provided that an y fees and other expenses incurred by the Trustee are 
reasonable. Should the Parties refuse to approve the advisors proposed by the Trustee the 
Commission may approve the appointment of such advisors instead, after having heard the 
Parties. Only the Truste e shall be entitled to issue instructions to the advisors. Paragraph 31 
of these Commitments shall apply mutatis mutandis . In the Trustee Divestiture Period, the 
Divestiture Trustee may use advisors who served the Parties during the Divestiture Period if 
the Divestiture Trustee considers this in the best interest of an expedient sale.  
33 The Parties  agree that the Commission may share Confidential Information proprieta ry to  
Bemis  with the Trustee. The Trustee shall not disclose such information and the principles 
contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis .  
34 The Parties agree that the contact details of the Monitoring Trustee are published on the 
website of the Commission's Directorate -General for Competition and they shall inform 
interested third parties, in particular any potential purchasers, of the identity and the tasks of 
the Monitoring Trustee.  
35 For a period of 10 years from the Effective Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of 
these Commitments.  
Replacement, discharge and reappointment of the Trustee  
36 If the Trustee ceases to perfo rm its functions under the Commitments or for any other good 
cause, including the exposure of the Trustee to a Conflict of Interest:  
36.1 the Commission may, after hearing the Trustee and the Parties , require the Parties  to 
replace the Trustee; or  
36.2 the Parties  may, with the prior approval of the Commission, replace the Trustee.  
37 If the Trustee is removed according to paragraph 36 of these Commitments, the Trustee 
may be r equired to continue in its function until a new Trustee is in place to whom the 
Trustee has effected a full hand over of all relevant information. The new Trustee shall be 
appointed in accordance with the procedure referred to in paragraphs 15 to 22 of these 
Commitments.  
38 Unless removed according to paragraph 36 of these Commitments, the Trustee shall cease 
to act as Trustee only after the Commission has discharged it from its duties after all the 
Commitments with which the Trustee has b een entrusted have been implemented. 
However, the Commission may at any time require the reappointment of the Monitoring 
31 January 2019  
 11   Trustee if it subsequently appears that the relevant remedies might not have been fully and 
properly implemented.  
Section F.  The review  clause  
39 The Commission may extend the time periods foreseen in the Commitments in response to 
a request from the Parties or, in appropriate cases, on its own initiative. Where the Parties 
requests an extension of a time period, it shall submit a reasoned r equest to the 
Commission no later than one month before the expiry of that period, showing good cause . 
This request shall be accompanied by a report from the Monitoring Trustee, who shall, at 
the same time send a non -confiden tial copy of the report to the Parties. Only in exceptional 
circumstances shall the Parties be entitled to request an extension within the last month of 
any period.  
40 The Commission may further, in response to a reasoned request from the  Parties  showing 
good cause waive, modify or subs titute, in exceptional circumstances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from 
the Monitoring Trustee, who shall, at the same time send a non -confiden tial copy of the 
report to the Party. The request shall not have the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
Section G.  Entry into force  
41 The Commitments shall take ef fect upon the date of adoption of the Decision.  
duly authorised for and on behalf of  Amcor Limited  
duly authorised for and on behalf of  Bemis Company, Inc.  
  
31 January 2019  
 12   SCHEDULE 1  
1 Legal, functional structure and financials  
1.1 The Divestment Business consists of the Derry and Clara plants, as well as the Elsham 
plant (excluding the Bemis UK & Ireland Customer Services Centre) . The sites are located 
as follows:   
1.1.1  The Derry plant is a manufacturing plant located at Acorn Road, Campsie 
Industrial Estate, Campsie Co L ondonderry, BT47 3GQ, Northern Ireland, and 
is owned by Bemis Healthcare Packaging Limited, a legal entity incorporated 
the laws of Northern Ireland . It is an indirect wholly -owned subsidiary of Bemis 
Company, Inc.  The registered address of Bemis Healthcar e Packaging Limited 
is Acorn Road, Campsie Industrial Estate, Campsie Co Londonderry, BT47 
3GQ, Northern Ireland.  
1.1.2  The Clara plant is a manufacturing plant located at Kilbeggan Rd., Lehinch, 
Clara, Co. Offaly, R35 F583, Ireland, and is owned by Bemis Healt hcare 
Packaging Ireland Limited, a legal entity incorporated under the laws of the 
Republic of Ireland. It is an indirect wholly -owned subsidiary of Bemis 
Company, Inc. The registered address of Bemis Healthcare Packaging Ireland 
Limited is Kilbeggan Rd., Lehinch, Clara, Co. Offaly, R35 F583.  
1.1.3  The Elsham plant is a manufacturing plant located at The Flarepath, Elsham 
World Industrial Estate, Brigg, North Lincolnshire DN20 0SP, United Kingdom, 
and is owned by Bemis Elsham Limited, a legal entity incorporated under the 
laws of England. It is an indirect wholly -owned subsidiary of Bemis Company, 
Inc. The registered address of Bemis Elsham Limited is Elsham World 
Industrial Estate, Brigg, North Lincolnshire DN20 0SP, United Kingdom.  
1.2 The recent financial data for the Divestment Business are as follows:  
Table 1  
Recent financial data for the Divestment Business1 
 2016  2017  2018  
Derry plant  
Net Sales  […] […] […] 
EBITDA  […] […] […] 
Clara plant  
Net Sales  […] […] […] 
EBITDA  […] […] […] 
Elsham plant  
Net Sales  […] […] […] 
EBITDA  […] […] […] 
  
1.3 The Parties have attached at Commitments Annexes  1-3 recent  organ isation charts  setting 
out the organisation structure at each of the manufacturing plants contained with the 
Divestment Business.   
                                                 
1  [Information about sales figures].  
31 January 2019  
 13   2 Tangible Assets  
2.1 The Derry  plant comprises:  
2.1.1  The site ( of approximately  […] m2 on a […] acre site), which is owned outright 
by Bemis Healthcare Packaging Limited, and also a leased warehouse held in 
the name of Bemis Healthcare Packaging Limited, which will be transferred as 
part of the Divestment Business;  
2.1.2  All tangible assets, including m achine ry and equipment consisting of […] bag 
making machines, […] pouch making machines, […] slitting machines, […] 
flexo presses, […] die cut lidding machine, […] thermoforming machines and 
[…] air knife coater;  
2.2 The Clara  plant comprises:  
2.2.1  the site (of approximately […] m2 ) both of which are which is owned outright in 
the name of Bemis Healthcare Packaging Ireland Limited;  
2.2.2  All tangible assets, including m achinery and equipment consisting of […] pouch  
making machines, […] bag making machines, […] slitting machines, […] flexo 
presses and […] areas for the provision of “Added Value Services” (“ AVS”), as 
well  as a thermoforming machine which will be installed in 2019.  
2.3 The Elsham  plant comprises:  
2.3.1  The site (of approximately […] m2 ) which is owned outright in the name of 
Bemis Elsham Limited;    
2.3.2  Tangible assets, including m achinery and equipment consisting of […] blown 
film co -extruders, […] laminator machines, […] 8-colour Flexo presses, […] 10-
colour Flexo press and […] slitting machines .   
3 Intangible assets  
3.1 All know -how currently used by the Divestment Business that relates to formulating the 
coating for Tyvek and/or paper and for the application of the coating to these substrates for 
the EEA is already known to, resident at and used by the Divestment Business for more 
than 20 years.  
3.2 All other IP that is used by and connected to the Derry , Clara  and (to the extent any) Elsham 
plants and necessary for their operation will be license d to the Divestment Business  for the 
EEA. 
4 Licences Permits and Authorisations  
4.1 All licences, permits and authorisations  associated with the production of flexible packaging 
(including medical flexible packaging) at each of sites contained within the Divestm ent 
Busine ss. 
5 Contracts, Agreements and Leases  
5.1 All contracts, agreements and leases including:  
5.1.1  A contract for warehousing services near to the Derry plant.  
5.1.2  The Dive stment Business consists of all the customers of the Derry, Clara and 
Elsham plants, includi ng a small number of supply contracts that involve the 
Derry, Clara and/or Elsham plants . In the very few instances where a supply 
contract covers multiple Bemis sites, Bemis will facilitate the separation of the 
contract to the extent it relates to the De rry, Clara or Elsham plants.     
31 January 2019  
 14   6 Personnel  
6.1 The K ey Personnel are as follows : 
Title Name  
Top management  
[…]2 […] 
[…] […] 
[…] […] 
[…] […] 
[…] […] 
[…] […] 
Site Management – Derry Plant  
[…] […] 
[…] […] 
[…] […] 
[…] […] 
[…] […] 
Site Management – Clara Plant  
[…] […] 
[…] […] 
[…] […] 
[…] […] 
[…] […] 
Site Management – Elsham Plant  
[…] […] 
[…] […] 
[…] […] 
[…] […] 
 
6.2 Sales, marketing and customer support for flexible medical packaging: [description of sales 
and marketing team] . Taken together, all members of the proposed sales and marketing 
team are familiar with the products sold by the Divestment Business, and have excellent 
relationships with existing customers across the Divestment Business.  This team comprises 
an excellen t package of sales and market professionals capable of serving the customer 
base of the Divestment Business.   
                                                 
2  [Information about the General Manager] . 
31 January 2019  
 15   6.3 IT Staff: [description of the IT staff] . Overall, the team comprises an excellent package of IT 
professionals capable of serving the Divestment B usiness, which will also require some 
transitional support during an interim period.   
6.4 R&D Staff:  The Divestment Business comprises the Bemis’ European R&D function for 
medical packaging. [Description of R&D function] : 
6.4.1  [Example of R&D project];  
6.4.2  [Example of R&D project];  
6.4.3  [Example of R&D project];  
6.4.4  [Example of R&D project].  
[Description of R&D function] . 
6.5 Finance Staff: [description of finance staff] . 
6.6 Procurement Staff: [description of procurement staff] . 
6.7 Details of the number of staff employed by each of the  sites are set out below:  
6.7.1  Derry  employs approximately […] full time equivalent employees.3  
6.7.2  Clara  employs approximately […] full time equivalent employees.4 
6.7.3  This number of staff employed at Derry and Clara by function includes c. […] 
personnel in sales, c. […] in manufacturing, c. […] in finance, c. […] in 
procurement, c. […] in customer service, c. […] in human resources, c. […] in 
quality, c. […] in supply chain, c. […] in R&D and c. […] in IT.    
6.7.4  Elsham employs approximately […] full time equivalent employees. This 
includes c. […] in manufacturing, c. […] in engineering, c. […] in supply chain, 
[…] in finance, c. […] plant manager, and […] in human resources.  
7 Transitional  Arrangements  
7.1 The following transitional arrangements  for a pe riod of two years from Closing : 
7.1.1  any required central services provided by the Bemis  group (such as 
operational software , IT and Global Business Services support or, if needed for 
the Elsham plant, external warehousing ); 
7.1.2  raw materials and inputs current ly supplied to the Divestment Business by 
retained Bemis  plants , with the option for the Purchaser in the case of the 
supply of film products to extend this by […] to a total of […] and following that 
by […] bringing this to a total of […] years.  This would p roceed on the same 
terms and conditions currently enjoyed by the Divestment Business with 
provision for any cost input increases to be passed on to the Divestment 
Business.  
                                                 
3  RFI 6, para 6.6.1  
4  RFI 6, para 6.6.2  
31 January 2019  
 16   8 Exclusions  
8.1 The Divestment Business shall not include:     
8.1.1  The Global Business Servi ces function that currently supports the Derry 
finance function (with the exception of transitional support identified in 
Section  7, above);  
8.1.2  The transfer of any IP, know -how or trademarks not currently used by the 
Divestment Business in the EEA or necessar y for its business;  
8.1.3  The Bemis UK and Ireland Customer Services Centre (the “Customer Services 
Centre”). [Description of customer services centre] .   
8.1.4  An external warehouse [description of warehouse] . 
9 Other  
9.1 If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule 
but which is both used (exclusively or not) in the Divestment Business and necessary for the 
continued viability and competitiveness of the Divestment Business, that asset or adequate 
substitute will be offered to po tential purchasers.  
  
31 January 2019  
 17   Annexes 1 -3 
[Derry, Clara and Elsham organisation charts]