Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 25.10.2019  
C(2019) 7803 
PUBLIC VERSION 
 
To the notifying p arty 
Subject : Case M.9500 — Lindsay Goldberg Group / Bilcare Research Swiss 
Holding I and II . 
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 20 September 2019, the European Commission received a notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) 
No 139/20043 by which the undertaking Lindsay & Co. LLC (USA) which belongs 
to Lindsay Goldberg group (‘Lindsay Goldberg’ , USA) acquires within the meaning 
of Article 3(1)(b) of the Merger Regu lation sole control of Bilcare Research Swiss I 
AG and Bilcare Research Swiss II AG (together with their subsi diaries ‘Bilcare 
Research Group’ , Switzerland) by way of purchase of shares  (‘the Transaction’ ). 
Lindsay Goldberg and Bilcare Research Group w ill be hereinafter referred as ‘the 
Parties’.  
                                                 
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 OJ L 24, 29.1.2004, p . 1 (the “Merger  Regulation ”). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) Lindsay Goldberg  indirectly manages different funds that hold equity investments in 
operating portfolio companies. These portfolio companies are active in various 
industry sectors, namely in the fields of skilled nursing facility financing, women's 
healthcare practice platform, asphalt production, fans, asset management services, 
liquid storage, containerboard, pulp and paper products, pharmaceutical products, 
health centres, packaging, shipping containe rs, steel, metals, and alloys . 
(3) Bilcare Research Group  is a global manufacturer and supplier of technical plastic 
films that are used for the production of flexible packaging as well as for non-
packaging applications. Bilcare Research Group is a 100% subsidiary of Bilcare Ltd 
(India), which also owns activities in Global Clinical Supplies and non- Clonable  ID 
Technologies, […] . 
2. THE OPERATION  
(4) Pursuant to the Share Purchase Agreement dated 10 July 2019, Lindsay Goldberg 
will purchase 100% of the shares in the c ompanies that comprise Bilcare Research 
Group. Following the implementation of the Proposed Transaction, Lindsay 
Goldberg will thus hold 100% of the shares in the entities forming Bilcare Research 
Group. The Proposed Transaction is therefore a concentration pursuant to 
Article  3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(5) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 2,500 million ( Lindsay Goldberg:  EUR […] million, Bilcare 
Research Group EUR  […]  million). Each of them has an EU -wide turnover in excess 
of EUR 100 million ( Lindsay Goldberg: EUR […]  million, Bilcare Research Group 
EUR […] million) . In […] and […], Lindsay Goldberg and Bilcare Research Group 
have a combined turnover in excess of EUR  100 million and an individual turnover 
in excess of EUR 25 million.  None of the undertakings concerned achieve more of 
2/3 of their EU turnover in one Member State. The notified operation therefore has 
an EU dimension pursuant to Article 1(3) of the Merger  Regulation.  
4. COMPETITIVE ASSESSMEN T 
(6) Bilcare Research Group  is organized around three business units:  
- Pharma Packaging Innovations (‘PPI’) supplies the pharmaceutical industry and 
offers a range of products from low to ultra -high-barrier films and related  
packaging optimisation and research services. The main area of application are 
barrier films and foils for pharmaceutical blister packs.  
- Specialty Film Solutions (‘ SFS’) supplies films for shrink sleeves labels mainly 
used for the labelling of beverage bottles and other consumer products as well as 
PVC films used in end applicat ions like printing and graphics .  
 
 
3 - Card Solutions (‘Cards’ ) supplies PVC films and overlays for banking cards and 
other gift and loyalty cards applications . 
(7) Lindsay Goldberg’s portfolio company Schur Flexibles (‘Schur Flexibles’, Austria) 
sells very limited amounts of shrink films for  labelling of bottles  and some technical 
and specialty films, activities which overlap horizontally with the SFS business of 
Bilcare Research Group.4 Schur is active  also in the sourcing and trading of input 
materials for the production of flexible packaging products, notably PE resins, PP 
resins,  additives (fillers, lubricants, antiblocking agents) and colour batches. Bilcare 
Research Group purchases some of these products for manufacturing blister base  for 
packaging applications in its PPI business  and technical and specialty films for non-
packaging applications in its SFS an d Cards business es. There is therefore a 
potential vertical link between Schur an d Bilcare Research Group.  
4.1. Product and geographic markets  
4.1.1. Blister base  
(8) Within plastic flexible packaging for pharmaceuticals, the Commission considered  in 
previous cases  a further sub -segmentation between blister packaging (used primarily 
for solid tablets) and laminated sachets (used for e.g. medicines in powder form).5 
The Commission also considered that blister materials6 can potentially be further 
split into (i) blister lidding and (ii) blister base, with a further sub- division of the 
latter into (a) cold -form and (b) plastic -based blister bases.7 This segmentation 
remains valid in the present case.  
(9) In previous cases, the Commission has consistently considered the geog raphic scope 
of the flexible packaging market , including blister base, to be at least EEA -wide .8 In 
the present case, these conclusions remain applicable.  
4.1.2. Technical and Specialty films and Shrink films  
(10) With regard to technical and specialty films for non- packaging applications, the 
Commission noted in previous cases that the market should be segmented base d on 
groups of end -applications ,9 but left it open whether shrink films could be 
considered a separate sub -segment of technical and specialty films.10 Shrink films 
are made of polymer films, which shrink when heated to the shape of the surface of 
the products they are applied to. Technical and specialty films are mainly single -
layer foils for non -packaging industrial purposes .11 
                                                 
4   Both Parties are also active in p harmaceutical packaging but they sell different products which are 
complementary and not overlapping. Schur provides laminated sachets, predominantly for transdermal 
drug delivery systems (e.g. nicotin patches) . Bilcare Research Group sells  blister base ex clusively from 
polyvinyl chloride (PVC).  
5  Case COMP/M.5599 -Amcor/Alcan, paragraph 30.  
6  The primary component of blister packaging is a cavity or pocket made from a formable web, usually a 
thermoformed plastic. This is the blister base. The blister base  has a backing of paperboard or a seal of 
alumin ium foil, the blister lidding . 
7  Case COMP/M.6681 -  Strategic Value Partners/Klöckner Holdings, para. 13 . 
8  Case COMP/M.6681 -  Strategic Value Partners/Klöckner Holdings, para. 14.  
9  Case COMP/M.6681 -  Strategic Value Partners/Klöckner Holdings, para. 23 . 
10  Case COMP/M.6681 -  Strategic Value Partners/K löckner Holdings, para. 27.  
11  Case COMP/M.3946  - Renolit /Solvay, para. 15.  
 
 
4 (11) In light of the decisional pra ctice and based on Bilcare Research Group's internal 
segmentation, the parties submit that the market for technical and specialty films 
could be further segmented into (i) shrink films for labelling , (ii) printing (for maps, 
posters etc), (iii) cards (cove ring credit cards), (iv) decorative films (for furniture, 
doors and windows)  and (v) stationary . The precise market definition can be left 
open because the Transaction would only lead to a minimal share increment even on 
the basis of this narrow segmentati on. 
(12) The geographic scope of the markets for  films was considered to be at least EEA -
wide and for certain end -use applications even global .12 This geographic market 
definition remains valid in the present case.  
4.1.3. Raw materials for plastic packaging products and plastic films  
(13) The potential supply relationship between Sc hur Flexibles and Bilcare Resear ch 
Group relates to the following input materials: semi- finished PE films, additives 
(fillers, lubricants, antiblocking agents) and color batches . 
(14) Based on previous  decisional practice of the Commission, there appears to be no 
overall product market comprising all raw materials used for plastic packaging 
products and plastic films.13 Rather, the Commission considered basic and 
intermediate chemicals based on the indiv idual raw material/chemical/compound.  
The geographic market has been considered at least EEA -wide.14 These market 
definitions remain valid in the present case . 
4.2. Competitive assessment  
4.2.1. Horizontal overlaps  
(15) The Notifying Party estimate s the total demand for technical and specialty films in 
the EEA (including shrink films for labelling) at a pproximately EUR […]  million 
in 2018. In 2018,  Bilcare Research Group generated sales of roughly  EUR […] 
million with technical and specialty films in  the EEA (estimated market share of 
[20-30]%). As regards a potential sub- segment of shrink films, the total demand in 
the EEA is estimated at EUR […]  million. With sales of approximately EUR […]  
million, Bilcare Research Group's share in this potential su b-segment is estimated at 
[20-30]% in the  EEA.  
(16) Schur generates minimal sales of less than EUR […] million per year with the sale 
of shrink films for the labelling of bottles  (EUR […] in 2018) . These sales result  in 
an estimated market share of [0 -5]% in t echnical and specialty films overall and 
approximately [0-5]% in shrink films , in the EEA . Accordingly, the increment 
(‘delta’ ) of the Herfindahl -Hirschman Index resulting from the Proposed Transaction 
would be below 150 ( […] in the technical and specialty  films segment and […] in a 
potential sub- segment for shrink films) . 
(17) A narrower segmentation of the technical and specialty films by application would 
not bring different results. Although the market share of Bilcare Research Group is 
                                                 
12  Case COMP/M .3946 - Renolit/Solvay, para. 33.  
13  Case IV/M.1163 -  Borealis/I PIC/OMV/PCD, para. 14. Cf. as well Case COMP/M.8015 -  Synthos/Ineos 
Styrenics, para. 17; COMP /M.6093 - BASF/Ineos/Styrene/JV, para. 18.  
14  Case COMP/M.4737 -  Sabic/GE Plastic , para. 22.  
 
 
5 higher in some applic ations ( [40-50]% in printing and [50- 60]% in stationery), the 
increment brought by Schur Flexibles in these two areas is below [0 -5]% (less than 
EUR […]  of sales in each of the applications).  
(18) Accordi ngly, the horizontal overlaps caused by the Transaction a ppear to be 
minimal. No market participant has submitted that the increment brought about by 
Schur Flexibles would be higher. Therefore,  the Transaction does not raise serious 
doubts in relation to horizontal overlaps in technical and specialty films . 
4.2.2. Vertical links  
(19) Schur Flexibles sells raw materials for the production of plastic flexible packaging to 
third parties. Schur Flexibles is active in the resale / trading of some of the raw 
materials sourced by Bilcare Research Group, i.e. fillers, lubricants, an tiblocking 
agents and colour batches. Currently, Schur does not sell these products to Bilcare 
Research Group. There is however a potential vertical link between Schur Flexibles 
which is active upstream and Bilcare Research Group, which is active downstrea m. 
(20) As regards input foreclosure, for all of these products, Schur Flexibles achieves […]  
in the EEA: less than EUR  […]  as regards fillers and less than EUR […]  in relation 
to lubricants, antiblocking agents and colour batches. Accordingly, the EEA market 
share of Schur in each of these markets is less than [0 -5]%, which excludes any risk 
of input foreclosure.  
(21) As regards customer foreclosure, Bilcare Research Group could use some of these 
products in its production, namely semi -finished PE films, fillers, lu bricants, 
antiblocking agents or colour batches. The only potential sub- segments in which 
Bilcare Research Group reaches or exceeds a market share of 30% in the EEA as a 
downstream supplier are plastic -based blister bases ( [30-40]%), technical and 
specialty films for printing ( [40-50]%), technical and specialty films for cards 
([30-40]%) and technical and specialty films for stationary ( [40-50]%). These 
downstream markets are therefore technically affected but do not appear to raise 
customer foreclo sure issues for the following reasons. 
(22) In its last completed financial year 2019, be tween 1 April 2018 and 31 March  2019, 
Bilcare Research Group sourced fillers  for a value of EUR […] , lubricants  for a 
value of EUR […] , antiblocking agents  for a value of E UR […]  and colour batches 
for a value of EUR […] . 
(23) These numbers show that Bilcare Research Group's consumption of fillers, 
lubricants, antiblocking agents and colour batches is always significantly higher than 
Schur Flexibles’s sales of these products. Acc ordingly, even if Bilcare Research 
Group would start sourcing all fillers, lubricants, antiblocking agents and colour 
batches from Schur post -closing (which it currently does not), this could not possibly 
lead to any customer foreclosure as Bilcare Research Group would still have to 
source from several other suppliers, as it currently does, to fulfil its demand. There is 
therefore no risk of customer foreclosure.  
(24) No market participant has expressed concerns in relation to input or customer 
foreclosure. Acco rdingly, the T ransaction does not raise serious doubts regarding 
vertical links between fillers, lubricants, antiblocking agents and colour batches on 
the one hand, blister bases and technical and specialty films on the other hand. 
 
 
6 5. CONCLUSION  
(25) For the above  reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Art icle 57 of the EEA Agreement .  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission