Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  19.03.2021  
C(2021 ) 1971 final  
PUBLIC VERSION  
 
Special Packaging Solutions Investments 
S.à.r.l.  
23, Avenue Monterey  
2163 Luxembourg  
Grand Duchy of Luxembourg  
Subject : Case M. 10118  – Investindustrial/Guala Closures  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 17 February 2021 , the European Commission received notification of a  proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Special 
Packaging Solutions Investment s S.à.r.l. (‘SPSI’  or the ‘Notifying Party’ , 
Luxembourg), controlled by Investindustrial S.A. (‘Investindustrial’, Luxembourg),  
acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control 
                                                 
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’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 over Guala  Closures S.p.A . (‘Guala’ , Italy) (the ‘Transaction’).3 SPSI and Guala  are 
referred to  hereinafter as the ‘Parties’ . 
1. THE PARTIES  
(2) SPSI is an independ ently managed investment subsidiary of Investindustrial. 
Investindustrial is active in the management of investment, holding and financial 
advisory companies mainly operating  in the following sectors: consumer and leisure, 
healthcare and services and indus trial manufacturing. Amongst Investindustrial’s 
portfolio companies, Benvic SAS (‘Benvic’) dev elops, produces and markets 
PVC -based thermoplastic solutions in the form of powders and compounds that are 
used across a wide range of end -applications , includin g the production of PVC liners 
for bottle closures . 
(3) Guala is active in the production of bottle closures made from different materials, 
such as metal, aluminium, plastic and recyclable materials and for a variety of end -
uses, including for spirits, wine, oil and vinegar, water and other beverages.  
2. THE CONCENTRATION  
(4) The Transaction is realised through a series of acquisitions of shares taking place in 
and outside the stock market and a public bid on Guala’s ordinary shares, which will 
lead to Investindustri al acquiring all outstanding Guala shares.  
(5) Investindustrial is in the process of acquiring Guala’s shares with the goal of 
reaching just under 30% of the voting rights in Guala, the level at which Italian law 
requires the launch of a mandatory tender offer . Moreover, Investindustrial has 
entered into various agreements to purchase further shares in Guala that would bring 
it to hold 40.8% of the voting rights in Guala (and 45.5% of Guala’s share capital). 
The acquisition of these further shares would likely lead to Investindustrial having 
de facto control over Guala because, based on the attendance level to Guala’s recent 
shareholders meetings, Investindustrial would have the majority of the voting rights 
at such meetings. The acquisition of these additional shares has not been completed 
and is subject to several conditions, including clearance by the European 
Commission. Once Investindustrial would hold at least 30% of the voting rights in 
Guala,4 it will launch a public tender offer to acquire the remaining outstanding 
share capital in Guala.  
3. UNION  DIMENSION  
(6) The undertakings concerned have a combined aggregate worldw ide turnover of more 
than EUR 5  000 million5 (Investindustrial: EUR  […] million; 
Guala:  EUR  605.5  million). Each of the u ndertakings concerned ha s an EU -wide 
turnover in excess of EUR  250 million  (Investindustrial: EUR  […] million; 
Guala:  EUR  […] million)  and they do not achieve more than two -thirds of their 
                                                 
3  Publication in the Official Journal of the European Union No C 65, 25.2.2021, p. 14 –15. 
4  Currently, Investindustrial holds approximately […]% of Guala’s voting rights.  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
 
 
3 aggregate EU -wide turnover within one and the same Member State. The 
Transaction therefore has an EU dimension.  
4. RELEVANT MARKETS  
(7) The Transaction does not give rise to horizontal overlaps .  
(8) There is a vertical link in the EEA between the upstream activities of one of 
Investindustrial’s portfolio companies, Benvic, which is active in the manufactu re 
and supply of suspension PVC (‘S -PVC’) compounds , and Guala’s downstream 
activities in the manufacture and supply of aluminium closures.6 
4.1. Relevant product markets  
4.1.1.  Manufacture  and supply of S -PVC compounds (upstream)  
(9) Investindustrial is active in the manufacture  and supply  of gelled and dry blend S-
PVC compounds that are used to produce PVC liners . These are obtained by 
blending additives (such as pigments, stabili sers or plasticisers) with S -PVC and are 
further processed to produce PVC end -products . In particular, S -PVC compounds  
are sourced by Guala as an input in the production of PVC liners , which are  used to 
manufacture  some of Guala’s aluminium closures . Guala uses PVC liners to avoid 
any contact between the liquid and the bottle cap , which  ensure s the preservation  and 
protection  of the liquid contained in the bottle  and prevent s oxygenation.  
4.1.1.1.  The Notifying Party’s view  
(10) The Notifying Party submits that it is possible to identify a single market for the 
manufacture and supply of S -PVC compounds, with out distinguishing between 
gelled and dry blend S -PVC compounds. However, given the very limited vertical 
relation between the Parties, the Notifying Party submits that it is not necessary to 
define the exact scope of the market for the purpose of the Transaction.7 
                                                 
6  Investindustrial  is also marginally active in the manufacture and supply of thermo plastic elastomers 
(‘TPE’) compounds which are an input  used in certain closures. Guala uses […] TPE compounds in the 
production of […] closures. In 2020, Guala’s purchases of TPE for use in the EEA amounted to […]. 
Moreover, Investindustrial has  only recently become a ctive in the production of TPE and estimates  its 
share to be  below [0-5]% at EEA, regional and national level. Therefore , the potential vertical relationship  
between TPE and […] closures  will not be further discussed  in this decision . Investindustrial and Guala 
are also active in two markets that are to some extent related. Namely, Investindustrial, through its 
subsidiary  Della Toffola, is active in the manufacture of capping machines used to fix closures onto 
beverage bottles. Della T offola has de minimis  sales of capping machines in the EEA (EUR […] million) 
and holds an estimated share well below  [0-5]% at the EEA level under all plausible market definitions.  
Therefore, the potential relationship between capping machines  and closures  will not be further discussed 
in this decision.  
7  Form CO, para. 106.  
 
 
4 
4.1.1.2.  Previous cases  and Commission’s assessment  
(11) In past decisions, the Commission defined a separate  market for the manufacture and 
supply  of S-PVC compounds.8 The Commission left open a possible segmentation of 
this market into dry blend compounds and gelled compounds.9 
(12) Because the Transaction does not raise serious doubts as to its compatibility with the 
internal market under any plausible product market defin ition, it can be left open for 
the purpose of this case whether the market for the manufactur e and supply of 
S-PVC compounds constitutes a single market or whether distinct markets should be 
identified for dry blend compounds and gelled compounds.  
4.1.2.  Manufact ure and supply of closures (downstream)  
(13) Guala is active in the manufacture  and supply of closures for beverages and food. In 
particular, Guala produces aluminium closures for wine and other beverages that use 
PVC liners produced with gelled and dry blend S-PVC compounds.  Guala is 
moreover active in the manufactur e and supply of non -refillable closures that use 
valves or internal devices  to make difficult the counterfeiting of beverages . Figure 1 
– Example of Guala’s roll -on aluminium closures  for wine  bottles shows an example of 
Guala’s aluminium closures for wine bottles . 
Figure 1 – Example of Guala’s roll -on aluminium closures  for wine  bottles  
Source: Guala’s catalogue for aluminium closures for wine bottles (available at 
https://www.gualaclosures.com/wp -content/uploads/2013/02/ESE -Guala -Brochure english.pdf ) 
                                                 
8  See Cases M.4734 - Ineos/Kerling , para. 41 ; M.6218 - Ineos/Tessenderlo Group S -PVC Asset s, para. 73 ; 
M.7132 - Ineos/Doeflex , para. 10 ; and M.7572 - Og Capital/ Kem- One Innovative Vinyls , para. 15 . 
9  See Cases M.4734 - Ineos/Kerling , paras . 40-41; M.6218 - Ineos/ Tessenderlo Group S -PVC Asset s, 
para.  73; M.7132 - Ineos /Doeflex , paras. 10-15; and M.7572 - Og Capital/Kem - One Innovative Vinyls , 
paras. 15 -17. 
 
 
5 4.1.2.1.  The Notifying Party’s view  
(14) The Notifying Party submit s that all closures  belong to the same product market 
without the need for further segmentations  based on their material ( metal, 
aluminium , plastic , etc.), intended use (food and beverages, cosmetics and 
fragrances, pharma , etc.) or degree of sophistication (safety closures and regular 
closures) .10 
4.1.2.2.  Previous cases  and Commission’s assessment  
(15) In past decisions, the Commi ssion distinguished separate product markets depending 
on the closures’ (i) material ; and (ii) end -use. In particular, c oncerning the closures’ 
material, the Commission previously found  a separate market for metal crown 
closures , on the one hand,  and aluminium and threaded plastic crowns , on the other 
hand .11 It also considered, although ultimately left open, a further segmentation of 
the latter market into aluminium closures, on the one hand, and plastic closures, on 
the other hand.12 With regard t o the closures’ end -use, t he Commission’s precedents 
also concluded that closures for beverages constitute a separate market and left open 
further segmentations for other end -uses.13 Some Commission precedents also 
considered that separate markets may exist  based on a combination of  the closures’ 
material and end -use (e.g. , plastic beverage closures  or aluminium beverage 
closures).14  
(16) In the present case, the market investigation suggests that it may be appropriate to 
distinguish closures made from different materials and, in particular,  that aluminium 
and plastic closures may belong to separate markets. Several market participants 
have indicated  that closures made of plastic, on the one hand, and aluminium, on the 
other , are not in direct competition with one  another and that different production 
lines are normally used to manufacture  them .15  
(17) Concerning the segmentation of the closures’ market per end -use, the market 
investigation suggest s that, as regards aluminium closures , there is a strong supply 
side substitutability and aluminium closures made for different end -uses are 
generally all manufactured on the same production lines. The main differentiating 
factor among aluminium closures is the measurement of the bottleneck in  which the 
closure will be inserted . In this regard, production lines may, easily and in a short 
period of time, be adapted to produce closures of different height and width such as 
narrower and longer aluminium closures for wine bottles or wider and short er 
                                                 
10  Form CO , paras. 111 and 113.  
11  See Cases M.2843 - Amcor/Schmalbachlubeca , para. 24 , M.6665 - Sun Capital/Rexam Personal a nd 
Home Care Packaging Business , paras. 21 -23, M.603, Crown Cork & Seal/CarnaudMetalbox , 
paras.  32-36.  
12  See Cases M.2843 - Amcor/Schmalbachlubeca , para. 24, M.6665 - Sun Capital/Rexam Personal and 
Home Care Packaging Business , paras. 21 -23, M.603, Crown Cork & Seal/CarnaudMetalbox , 
paras.  32-36.  
13  See C ase M.603, Crown Cork & Seal/CarnaudMetalbox , paras. 32 -36; M.6665 - Sun Capital/Rexam 
Personal and Home Care Packaging Business , para s. 23 -24. 
14  See C ase M.603, Crown Cork & Seal/CarnaudMetalbox , paras. 34 -36. 
15  See minutes of the calls with global competitors of Guala of 25 February 2021 (para. 4) and 4 March 2021 
(para. 7). 
 
 
6 aluminium closures for spirits.16 This has also been confirmed by Guala, […].17 On 
the contrary, o ne manufacturer of cork closures has suggested the existence of a 
separate market for closures for wine bottles since, in its view, all closures for wine 
bottles compete for the same bottlenecks , irrespective of the material they are 
made  of.18 
(18) In any event, because the Transaction does not raise serious doubts as to its 
compatibility with the internal market under all plausible market definitions , it can 
be le ft open for the purpose of this case whether the market for the manufactur e and 
supply of aluminium closures constitutes a separate market from other types of 
closures. It can moreover be left open whether it is appropriate to consider a 
segmentation of cl osures on the basis of their end -use. 
4.2. Relevant geographic markets  
4.2.1.  Manufacture  and supply of S -PVC compounds (upstream)  
(19) The Notifying Party submits that, while there is no need to define the exact scope of 
the market in this case, the geographic dimension of the market is at least  EEA -wide.  
(20) In previous decisions, the Commission considered, although ultimately left open, 
whether the market is EEA -wide or regional in scope.19  
(21) Nothing in the market investigation has called into question the Commission’s 
previous decision -making practice as regards the geographic definition of the 
relevant market.  Because the Transaction does not raise serious doubts as to its 
compatibility with the internal market under all plausible market definitions , it can 
be left open for the purpose of this case whether the geographic scope of this market 
is EEA -wide or regional .  
4.2.2.  Manufacture  and supply of closures (downstream)  
(22) The Notifying Party  agrees with the previous Commission decisions20 finding that 
the market for the production and supply of closures is at least EEA -wide  if not 
worldwide .21 
                                                 
16  See minutes of the calls with global competitors of Guala of 24 February 2021 (para. 7) and 4 March 2021  
(para. 9) . 
17  See response to RFI 2 to Guala, question 2.  
18  See minutes of the call with a global competitor of Guala of 24 February 2021 (par a. 6).  
19  See Cases M.4734 - Ineos/Kerling , para. 153; M.6218 - Ineos/Tessenderlo Group S -PVC Asset s, 
paras.  23-26; M.7132 - Ineos/Doeflex , paras. 16 -21; M.7572 - Og Capital/Kem One Innovative Vinyls , 
paras. 18 -22. 
20  See Cases M.2843 - Amcor/Schmalbachlubeca , para s. 31-32, M.6665 - Sun Capital/Rexam Personal and 
Home Care Packaging Business , para. 47, M.603, Crown Cork & Seal/CarnaudMetalbox , para. 50 . 
21  Form CO, para. 115.  
 
 
7 (23) This definition is supported by the market investigation , which suggest s that the 
market for the manuf acture and supply of closures is at least EEA -wide .22 This is 
particularly the case for aluminium closures, which are generally sold across the 
EEA.23 
(24) Because the Transaction does not raise serious doubts as to its compatibility with the 
internal market  under all plausible market definitions , it can be left open for the 
purpose of this case whether the geographic scope of this market is EEA -wide or 
broader . 
5. COMPETITIVE ASSESSMEN T 
(25) The activities of Guala and those of Investindustrial do not give rise to a ny 
horizontal overlap.  However, the Transaction gives rise to a vertical link in the EEA 
between: (i) the activities of one of Investindustrial’s portfolio companies, Benvic, 
which is active upstream in the manufacture  and supply of gelled and dry blend S-
PVC compounds; and (ii) Guala’s downstream activities in the manufacture and 
supply of aluminium closures . In particular, as mentioned above, Guala purchases 
gelled and dry blend S-PVC compounds24 and […] process them  into PVC liners. 
The resulting PVC line rs are then used by Guala in the production of some of its 
aluminium closures  for beverages, including beers, wines and , in some cases , 
spirits .25  
(26) Investindustrial ’s shares for the manufacture  and supply of S -PVC compounds are 
well below 30% under all plausible market definitions . Likewise Guala’s shares are 
below 30% for the production of aluminium closures (across all end -uses) as well as 
for the production of closures for specific end -uses (across all materials). Therefore, 
on this basis, the Transac tion does not give rise to vertically affected markets.  
(27) The Transaction would give rise to vertically affected markets only if the segment of 
aluminium closures for wine bottles is considered , because in this segment Guala 
would hold  a share of [30-40]%26 in the EEA  in 2019 .27  
(28) The Notifying Party submits that the vertical relationship between S -PVC 
compounds and aluminium closures does not raise competition problems for the 
following reasons: (i) Investindustrial’s S -PVC compounds are only indirectly in a 
vertical relationship with aluminium closures; (ii) Investindustrial’s S-PVC 
compounds are not an important input for the closures market, since the use of PVC 
in the food sector is declining, to the benefit of liners made from other materials ; 
(iii) Guala i s a very small customer of S -PVC compounds; and (iv)   Investindustrial 
                                                 
22  See minutes of the calls with global competitors of Guala of  24 February 2021 (para. 9)  and 4 March 2021 
(para. 10).  
23  See minutes of the calls with global competitors of Guala of 25 February 2021 (para. 7) and 4 March 2021  
(para. 10) . 
24  Guala […] purchases gelled S -PVC compounds. The Parties however were not in a position to provide 
estimated shares for the market of gelled S -PVC compounds.  
25  Response to RFI 2 to Guala , question 2.  
26  Guala would hold  a share of [30-40]% in an EEA market including the UK.  
27  Form CO, Table 22 and response to RFI 2 to SPSI, Table 3.2. 
 
 
8 is not an important supplier of S -PVC compounds for the production of closures, 
which constitute a […].28 
(29) According to the Non -Horizontal Merger Guidelines, foreclosure occurs when actua l 
or potential rivals’ access to supplies or markets is hampered, thereby reducing those 
companies’ ability and/or incentive to compete. Such foreclosure may discourage 
entry or expansion of ri vals or encourage their exit.29 The Non -Horizontal Merger 
Guidel ines distinguish between two forms of foreclosure: input foreclosure occurs 
where the merger is likely to raise the costs of downstream rivals by restricting th eir 
access to an important input, while customer foreclosure occurs where the merger is 
likely t o foreclose upstream rivals by restricting their access t o a sufficient customer 
base.30 
(30) Three conditions need to be met post -merger  in order for concerns about potential 
foreclosure to arise : (i) the merged entity needs to have the ab ility to foreclose its  
rivals ;31 (ii) the merged entity needs to have the inc entive to foreclose its rivals ;32 
and (iii) the foreclosure strategy needs to have a significant detrimental effect on the 
parameters of competition on the downstr eam market (input foreclosure)33 or have 
an adverse impact in the downstream market and harm con sumers (customer 
foreclosure).34 In practice, these factors are often examined together since  they are 
closely intertwined.  
5.1. Input foreclosure  
5.1.1.  Ability  
(31) The Commission considers that the merged entity would not have the ability to 
engage in input foreclosure post-Transaction.  This is for the following reasons.  
(32) First, Investindustrial […]. Investindustrial […].35  
(33) Second, as show n in Table 1 below , Investindustrial holds at the EEA -level a share 
of approximately [10-20]% in the production of overall S -PVC compounds and faces 
competition from a number of sizeable competitors (inclu ding Ineos, Westlake, 
MCPP, Begra, Mexichem and Anvil).36 Therefore, should Investindustrial engage in 
an input foreclosure strategy, a high number of potential suppliers of S -PVC 
compounds would remain, to which Guala’s competitors could resort.  
                                                 
28  Form CO, paras. 169 to 172.  
29  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
conce ntrations between undertakings (‘ Non-Horizontal Merger Guidelines ’), OJ C 265/6, 18.10.2008, 
para. 29. 
30  Non-Horizontal Merger Guidelines, para. 30.  
31  Non-Horizontal Merger Guidelines, paras. 33 to 39 and 60 to 67.  
32  Non-Horizontal Merger Guidelines, paras. 40 to 46 and 68 to 71 . 
33  Non-Horizontal Merger Guidelines, paras. 47 to 57.  
34  Non-Horizontal Merger Guidelines, paras. 72 to 77 . 
35  Form CO, para. 97.  
36  Form CO, Table 15.  

 
 
10 5.2. Customer foreclosure  
(41) It appears unlikely that post -Transaction t he merged entity would have the ability to  
foreclose access to downstream markets. In this regard, Guala represents only […] of 
the total demand for S -PVC compounds in the EEA40 and, as such, there would be 
sufficient alternative customers for suppliers of S -PVC compounds to sell their 
products . It follows that a customer foreclosure strategy, if implemented post -
Transaction, would not have an appreciable effect on Investindustrial’s competitors 
for the supply of S -PVC compounds. This appear s all the more true considering that 
pre-Transaction Guala was already purchasing […]% of its demand for S -PVC 
compounds from Investindustrial.41 
(42) As a consequence , the Commission considers that the merged entity is unlikely to 
engage in a customer foreclosure strategy post-Transaction . 
5.3. Conclusion on vertical effects  
(43) For the reasons set out above and in light of the results of the market investigation 
and of all the evidence available, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market as  
regards the vertical relationship between the upstream manufacture and supply of 
S-PVC compounds and the downstream manufactur e and supply of closures.  
6. CONCLUSION  
(44) For the above reasons, the European Commission has decided not to oppose the 
notified operat ion and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
40  Form CO, Table 24 and response to RFI 2 to SPSI, question 3.  
41  Response to RFI 1 to Guala, question 1.