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,  14.11.2018  
C(2018 ) 7662 final  
  
 
 
To the notifying party  
 
Subject : Case M. 8915 – DS Smith / Europac  
Commission decision pursuant to Article 6(1)( b) in conjunction with 
Articl e 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 24 September 2018 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which  
DS Smith plc ( "DSS") will acquire sole control over Papeles y Cartones de 
Europa, S.A. (Europac Group) ( "Europac ") by way of p urchase of shares (the 
"Transaction ")3. DSS is designated hereinafter as the "Notifying Party" and 
together with Europac as the "Parties".  
1. THE PARTIES  
(2) DSS is active mainly in the manufacture and sale of corrugated packaging in the 
EEA, and plastic packagin g worldwide. DSS also collects used paper and 
corrugated cardboard, to produce recycled paper for corrugated packaging.  DSS' 
corrugated packaging activities are spread across the EEA.  
                                                 
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 353, 2.10.2018,  p. 4. PUBLIC VERSION  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omitted has been replaced by ranges of figures or a 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 (3) Europac is a paper and packaging company. It is primarily active in the 
manufacture and sale of paper, corrugated board and corrugated packaging. Its 
activities are base d in France, Spain and Portugal, and f or its production of paper 
and corrugated board, it also has forestry operations in those countries . 
2. THE CONCENTRATION  
(4) The Transaction consists of the acquisition by DSS of the entire issued share 
capital of Europac , with the exception  of one plant in Bretagne ("the Caradec 
plant") . Post-Transaction, DSS will therefore exercise sole control over Europac.  
(5) In 2012, the Commiss ion conditionally cleared the acquisition by DSS of SCA  
(M.6512 - DSS/SCA Packaging ). One of the conditions for clearance in that case 
was the divestiture of the Caradec plant . Following the conditional clearance, 
DSS sold the Caradec plant to Europac. DSS is, as a result of the commitments in 
that case, bound by a 10 -year non -reacquisition clause preventing it from 
acquiring the Caradec plant.  For this reason, [Details regarding the sale of the 
Caradec plant] .  
3. EU DIMENSION  
(6) The undertakings concerned ha ve a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (DSS: EUR 6 521.9 million; Europac: EUR 856. 8 
million).4 Each of them has an EU -wide turnover in excess of EUR 250 million  
(DSS: EUR 5 300 million;5 Europac: EUR […]), but they do n ot achieve more 
than two -thirds of their aggregate EU -wide turnover within one and the same 
Member State. The Transaction  therefore has an EU dimension  pursuant to 
Article 1(2) of the Merger Regulation . 
4. MARKET DEFINITION  
(7) DSS and Europac are both vertically  integrated companies  active in the collection 
and supply of recovered paper, manufacture and supply of corrugated case 
materials ("CCM"), manufacture and supply of corrugated sheet s, and 
manufacture and supply of corrugated cases.  
4.1. Collection of recovered paper  
(8) Waste paper is collected from waste generators ( i.e. supermarkets, industrial 
businesses, etc .) and is either used internally by the collector or sold to third 
parties.  In respect of supply of recovered paper, o nly this latter activity on the 
merchant market is considered in this decision.  
  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  The EU turnover only comprises the turnover achieved in the following Member States: Austria, 
Belgium, the Czech Republic, Denmark, France, Germany, Italy, the Netherlands, Slovenia, Spain, 
Sweden and the UK.  
3 4.1.1.  Product market definition  
Commission's decision -making practice  
(9) The Commission has previously defined separate product markets for the 
collection and the supply of recovered paper.6 
(10) The Commission has previ ously considered that the market for the collection of 
recovered paper may be further segmented according to the quality of paper 
collected.7 
The Notifying Party's view  
(11) The Notifying Party defines a separate relevant market for the collection of 
recovered paper. It submits that the further sub -segmentation of this market based 
on the different paper grades is not appropriate because market players are active 
across all grades  and waste generators of different types of paper do not require 
specialised servi ces.8 
The Commission's assessment  
(12) The market investigation did not elicit anything that would contradict the 
Commission's earlier findings  of defining a separate relevant product market for 
the collection of recovered paper . In any event, for the purpose of this decision, 
the exact scope of the product market definition and thus the question whether 
this market should be further sub -segmented based on the different market grades  
can be left open, as the Transaction does not gi ve rise to serious doubts as to its 
compatibility with the internal market  with regard to the collection of recovered 
paper even on the basis of this narrowest plausible product market definition .  
4.1.2.  Geographic market definition  
Commission's decision -making practice  
(13) The Commission has previously assessed  the market for the collection of 
recovered paper on both an EEA -wide and a national basis.9 
The Notifying Party's view  
(14) The Notifying Party does not contest  those market definitions  and submits that the 
compet itive assessment of the Transaction would not lead to competi tion 
concerns even when based on the  narrower – national – market definition.10 
                                                 
6  See cases COMP/M.6512 – DS Smith/SCA Packaging , paragraphs 15 -17; COMP/M.6101 – 
UPM/Myll ykoski and Rhein Papier¸ paragraphs 204 -210; COMP/M.3935 – Jefferson Smurfit/Kappa , 
paragraph 12.  
7  See cases COMP/M.6512 – DS Smith/SCA Packaging , paragraphs 19 -21; COMP/M.6101 – 
UPM/Myllykoski and Rhein Papier¸ paragraphs 204 -210; COMP/M.3935 – Jefferso n Smurfit/Kappa , 
paragraph 12.  
8  Paragraphs 6.28 and 6.32 of the Form CO.  
9  See cases COMP/M.6512 – DS Smith/SCA Packaging , paragraphs 27 -29; COMP/M.6101 – 
UPM/Myllykoski and Rhein Papier , paragraphs 211 -214; COMP/M.3935 – Jefferson Smurfit/Kappa , 
paragr aph 13.  
4 The Commission's assessment  
(15) The market investigation did not bring to light any indication that would 
contradict the  Commission's earlier findings.  The Commission considers that in 
any case, for the purpose of this decision, the exact scope of the geographic 
market definition can be left open, as the Transaction does not give rise to serious 
doubts with regard to the collection of recovered paper even when based on the 
narrowest plausible – national – geographic market definition . 
4.2. Supply of recovered paper  
(16) Following the collection, recovered paper is processed at a facility where it is 
sorted into re cyclable and non -recyclable materials. The recyclable paper is sorted 
into grades and then inspected before either being used captively or sold to third 
party paper mills. Only this latter market -facing activity is considered in this 
decision.  
4.2.1.  Product mark et definition  
Commission's decision -making practice  
(17) The Commission has previously defined separate product markets for the 
collection and the supply of recovered paper.11  
(18) The Commission has also previously considered that the market for the supply of 
recov ered paper may be further segmented according to the quality of paper 
collected  as qualities of paper do not have the same use and the same price.12  
The Notifying Party's view  
(19) The Notifying Party does not contest the Commission's decisional practice to the  
extent that it  defin ed a separate relevant market for the supply of recovered paper. 
However, it submits that the further sub -segmentation of this market based on the 
different paper grades is not appropriate because the supply of recovered paper of 
any g rade requires exactly the same equipment and know -how and therefore 
market players are active across all grades and all grade s are used to some extent 
in the manufacturing of corrugated case materials.13 
The Commission's assessment  
(20) The market investigation did not elicit anything that would contradict the 
Commission's earlier findings  of defining a separate relevant product market for 
the supply of recovered paper . In any event, for the purpose of this decision, the 
exact scope of the product market definiti on and thus the question whether this 
market should be further sub -segmented based on the different paper  grades  can 
be left open, as the Transaction does not give rise to serious doubts  as to its 
                                                                                                                                                 
10  Paragraphs 6.34 -6.35 of the Form CO.  
11  See cases COMP/M.6512 – DS Smith/SCA Packaging , paragraphs 15 -17; COMP/M.6101 – 
UPM/Myllykoski and Rhein Papier¸ paragraphs 204 -210; COMP/M.3935 – Jefferson Smurfit/Kappa , 
paragraph 12.  
12  See cases COMP/M .6512 – DS Smith/SCA Packaging , paragraphs 22 -26; COMP/M.3935 – Jefferson 
Smurfit/Kappa , paragraph 12.  
13  Paragraphs 6.28 and 6.32 of the Form CO.  
5 compatibility with the internal market  with regard to the s upply  of recovered 
paper even on the basis of this narrowest plausible product market definition . 
4.2.2.  Geographic market definition  
Commission's decision -making practice  
(21) The Commission has previously assessed the market s for the supply of recovered 
paper on bot h an EEA -wide and a national basis, whilst leaving the market 
definition open.14 
The Notifying Party's view  
(22) The Notifying Party considers that the market for the supply of recovered paper 
cannot rationally be narrower than EEA -wide based on the current trad ing 
patterns.15 
The Commission's assessment  
(23) The Commission considers that for the purpose of this decision, the exact scope 
of the geographic market definition can be left open, as the Transaction does not 
give rise to serious doubts  as to its compatibility  with the internal market with 
regard to the supply of recovered paper  even on the basis of the narrowest 
plausible – national – geographic market definition . 
4.3. Manufacture and supply of corrugated case materials  
(24) Corrugated case materials refer to a portfolio of products which are the main 
inputs for the manufacturing of corrugated packaging. CCM includes both liners, 
forming the flat outer layers of corrugated packaging, and fluting, which is the 
rippled middle la yer of corrugated packaging providing rigidity, bulkiness and 
strength.  
(25) Both liners and fluting can be made from virgin wood fibres or from recycled 
fibres, as well as from a mix of the two. Liners produced from virgin wood fibres 
are called "kraftliners" ; while "testliners" are made from recycled fibres.  
(26) Fluting from virgin wood fibres can be (i) Nordic semi -chemical fluting 
("NSCF") containing (almost) exclusively Nordic birch tree fibres  and (ii) semi -
chemical fluting ("SCF") containing a large proportion (around 70 -80%) of virgin 
wood fibres, as well as recycled fibres (around 20 -30%).  
(27) Recycled fluting can be (i) high performance ("HP") recycled fluting, made out of 
100% recycled fibres but the performance of which is improved by the addition of 
starch and other chemicals; and (ii) standard recycled fluting made out of 100% 
recycled fibres, also known as "Wellenstoff".16 
                                                 
14  See M.6512, DS Smith/SCA Packaging , para graph s. 30-33; M.3935, Jefferson Smurfit/Kappa , 
paragraph  13. 
15  Paragraph 6.36 of the Form CO.  
16  See M.8831, Mondi/Powerflute , para graph s 13-16. 
6 4.3.1.  Product market definition  
Commission's decision -making practice  
(28) In pr evious decisions, the Commission has considered a separate product market 
for CCM,17 and within CCM it has identified separate relevant markets for fluting 
and liners.18 Furthermore, the Commission considered but ultimately left open, 
whether the market for liners should be further sub -segmented between kraftliner 
and testliner,19 and whether the market for fluting should be further sub -
segmented by different types of fluting.20 
The Notifying Party's view  
(29) The Notifying Party submits that the relevant product ma rket encompasses all 
CCM based on strong supply - and demand -side substitutability.  
(30) First, t he Notifying Party argues that in the EEA, [80-90]% of the recycled CCM 
mills produce both liners and fluting (representing [90-100]% of recycled CCM 
production) . It does, however,  admit that the production of virgin wood fibre 
CCM requires different machinery.21 
(31) Second, t he Notifying Party claims that while there is generally a performance 
difference between kraft - and testliners, (i) sheet feeders and box plants (i.e. 
plants that manufacture corrugated sheet s and corrugated cases)  can and do 
switch between the two ; (ii) paper type is only one element that determines the 
performance of the end -product ; and (iii) the performance level of recycled CCM 
is constantly im proving due to technology improvements.  
(32) Finally, i t also submits that dual -use paper grades are available, which can be 
used as both fluting and liner.22 
The Commission's assessment  
(33) The Commission notes that it has analysed the market for the manufacture a nd 
supply of CCM in a very recent decision ,23 concluding that liners and fluting 
constitute separate relevant product markets . Furthermore , in that same decision 
the Commission  consider ed the potential  further sub -segmentation of the fluting 
market by the v arious types of fluting.  Based on this, the Commission  focused it s 
market investigation in the present case on the market for liners which was not 
analysed in the Mondi/Powerflute  decision.  
(34) The market investigation results suggest that there is limited su pply-side 
substitutability with regard to virgin wood fibre and recycled CCM. Indeed, the 
                                                 
17  See M.8831, Mondi/Powerflute , paragraph  17; M.7885,  DS Smith/Duropack , para graph s. 8-9; M.6512, 
DS Smith/SCA , para graph s. 54-55; M.6882, Kinnevik/BillerudKorsnas , paragraphs  56 and 71; M.3935, 
Jefferson Smurfit/Kappa , paragraphs  17-18.  
18  See M.8831, Mondi/Powerflute , paragraphs  26-28. 
19  See M.7885,  DS Smith/Duropack , paragraph  9; M.6512, DS Smith/SCA , paragraphs 54-55; M.6882, 
Kinnevik/BillerudKorsnas , paragraphs  55-56; M.3935, Jefferson Smurfit/Kappa , paragraphs  17-18. 
20  See M.8831, Mondi/Powerflute , paragraphs  29-43. 
21  Paragraph 6.43 of the Form CO.  
22  Paragraph 6.44 of the Form CO.  
23  See M.8831, Mondi/Powerflute.  
7 majority of competitors indicated that it is not possible to switch production on 
the same production lines between kraftliner and any recycled CCM product.24 
However, the majority of the competitors also submitted that such switching is 
possible between testliners and recycled fluting products.25 This finding is in fact 
in line with the Notifying Party's first argument set out in paragraph 30 above.  
(35) From a dema nd-side perspective, the majority of respondents indicated that it uses 
kraftliners and testliners interchangeably.26 However, many market participants 
noted that there are certain applications for which kraftliner must be used due to 
legal requirements or technical requirements ( e.g. humidity or temperature 
resistance).27 This is in line with the findings made in the Mondi/Powerflute  case 
for fluting.  
(36) For the purpose of this decision, the Commission considers that flutings and liners 
constitute separate mark ets as per the Mondi/Powerflute  decision. As regards each 
of flutings and  liners, the exact scope of the product market definition and thus 
the question whether the various fluting and liner products constitute separate 
relevant product markets  can be left  open, as the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market with regard to the 
manufacture and supply of CCM even on the basis of the narrowest plausible 
product market definition . 
4.3.2.  Geographic market defin ition 
Commission's decision -making practice  
(37) In previous cases the Commission has considered the market for the manufacture 
and supply of CCM, as well as its sub -segments to be at least EEA -wide in 
scope.28 
The Notifying Party's view  
(38) The Notifying Party does  not contest the Commission's decisional practice and 
submits that the CCM market is at least EEA -wide in scope.29 
The Commission's assessment  
(39) The market investigation results support  the previously retained geographic 
market definition . The majority of bot h competitors and customer s indicated with 
regard to all CCM products that the market is at least EEA -wide in scope.30 
                                                 
24  Repl ies to question 7 of Questionnaire Q3 – Competitors Corrugated Case Materials and repl ies to 
question 8 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
25  Repl ies to question 7 of Questionnaire Q3 – Competitors Corrugated Case Materials.  
26  Repl ies to question 9 of Questionnair e Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
27  Repl ies to question 7.3 of Questionnaire Q3 – Competitors Corrugated Case Materials and repl ies to 
question 9.1 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
28  See M.8831, Mondi/Powerflute , paragraphs  44-48; M.7885, DS Smith/Duropack , paragraphs  9 and 33 -
34; M.6512, DS Smith/SCA , paragraphs  56-57; M.6882, Kinnevik/BillerudKorsnas , paragraphs  58 and 
71; M.3935, Jefferson Smurfit/Kappa , paragraph  19.  
29  Paragraph  6.47 of the Form CO.  
30  Repl ies to question 9 of Questionnaire Q3 – Competitors Corrugated Case Materials and repl ies to 
question 10 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
8 (40) Furthermore, with regard to kraftliners, the market investigation in the present 
case suggest s that the market might even be global in sco pe. Indeed, the majority 
of the competitors and customers who replied explained that they supply/source 
kraftliner globally31 and the majority of competitors who replied  indicated that 
roughly  10-20% of the total volumes sold in the EEA  come from imports .32 
(41) The Commission considers that for the purpose of this decision, the exact scope 
of the geographic market definition can be left open, as the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market with 
regard to th e manufacture and supply of CCM even if it is considered on a 
narrower basis, i.e. on a market that is  at least EEA -wide in scope.   
4.4. Manufacture and supply of corrugated sheet s 
(42) Corrugated sheets ("sheets") are made from CCM, and comprise an upper and 
lower layer of liner, and a middle layer of fluting. Sheets are produced at two 
different types of p roduction facilities, (i) sheet  feeders, which are plants 
dedicated exclusively to the conversion of CCM into s heets, that are then supplied 
to sheet plants for conversion into corrugated cases, or (ii) integrated plants, or 
so-called  box plants, which convert CCM into sheets and then convert the sheets 
into corrugated cases at the same production site. Whilst inte grated plants are 
designed to sell cases, they can also sell sheets to sheet plants, though usually 
sheet feeders are more efficient at producing sheet s. 
4.4.1.  Product market definition  
Commission's decision -making practice  
(43) In previous decisions, the European Co mmission has considered a product market 
comprising  all types of sheet s. It has also further considered distinct markets  for 
"conventional" sheet s and "heavy duty" sheet s, the latter comprising either (i) 
only triple wall sheets, or (ii) triple wall and do uble wall sheets insofar as the 
sheets contain at least one A flute (i.e. AA, BA and CA board) and weighs more 
than a given threshold (ranging between 300 and 1000 g/sqm).33 
The Notifying Party's view34 
(44) The Notifying Party submits that the relevant product market encompasses  all 
types of sheet s, and that it would not be appropriate to define separate market s for 
conventional and  heavy duty sheet s respectively  as any cut -off would be arbitrary .  
                                                 
31  Repl ies to question 9 of Questionnaire Q3 – Competitors Corrugated C ase Materials and repl ies to 
question 10 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases,  as well as minutes of a 
conference call with a competitor on 03 August 2018, paragraph 4 and minutes of a conference call 
with a competitor on 31 July 2018, paragraph  8. 
32  Repl ies to question 11 of Questionnaire Q3 – Competitors Corrugated Case Materials, as well as 
minutes of a conference call with a competitor on 03 August 2018, paragraph 4, minutes of a 
conference call with a competitor on 31 July 20 18, paragraph  8, minutes of a conference call with a 
competitor on 06 August, paragraph  12 and minutes of a conference call with a competitor on 02 
August 2018, paragraph  6. 
33  See M.7558, DS Smith/Duropack , paragraph  11; M.6512 – DS Smith/SCA Packaging , paragraphs  60-
70; M.3935 – Jefferson Smurfit/Kappa , paragraph  22; M.8831 – Mondi/Powerflute , paragraphs  51-52. 
34  Paragraphs 6.50 – 6.56 of the Form CO.  
9 (45) To that end, the Notifying Party claims that on  the demand side,  there is an 
innumerable variety of sheets available that form a continuum of solutions, from 
single through triple wall and with various combinations of fluting.  There is no 
specific cut -off for "heavy duty" ; a product 's characteristics and performance ar e 
delivered via a combination of paper content, flute type and/or flute combination 
and sheet construction. In addition, the balance between the costs and strength of 
a sheet also influences a customer's choice for either "conventional" or "heavy  
duty" pro ducts.   
(46) On the supply side, all solutions – with some limited exceptions – can be 
produced using the same machines, and l imited additional technology and 
investment is needed to be able to produce "heavy  duty" sheets. More concretely, 
for the production of double or triple wall sheets, a corrugator with respectively 
two or three single -facers is required, and upgrading a double -wall corrugator to 
be able to produce triple wall sheets would cost EUR […].  
The Commission's assessment  
(47) The market investigation in the present case confirm s the Notifying Party’s claim 
that no specific cut -off for heavy duty sheets exists. Indeed, the majority of 
respondents is unaware of an industry standard used for distinguishing 
conventional and heavy -duty sheets, and only a minority indicates that its 
company itself distinguishes between conventional and heavy duty sheets. 
Between t hose that do indicate that a standard is applied in the industry, some 
refer to the number of walls being determinative, some to the weight and some to 
both, however no consistent replies were provided as to the exact design or 
weight rendering a sheet "heavy duty ".35  
(48) Further more , on the demand -side, respondents indicated that sh eet customers 
generally tend to provide the exact technical specifications of the product that 
they wish to procure, although some customers also indicate their requirements in 
terms of performance, and leave the designing to the supplier.36 
(49) As regards the supply -side, there appear to be a number of sheet producers that 
manufacture heavy duty  sheets , although  various sheet suppliers also indicated 
that they are not active as regards heavy duty sheets, and in particular with regard 
to triple wall sheets as sp ecial equipment is needed for this and adapting a 
conventional corrugator to accommodate triple wall sheets is difficult.37 
(50) In view of the above, the result s of the market investigation point to  a continuum 
of different sheet solutions, though there also appear  to be limits , especially on 
the supply -side, to the substitutability of conventional and heavy duty  sheets.  
(51) In any case, the exact scope of the product market definition can be left open as 
heavy duty sheets only represent around […]% of the Parties'  production of sheet s 
in 2017  and less than 15% of the total market for the manufacture and supply of 
sheets  in France, Spain and Portugal , therefore the assessment does not hinge on 
whether hea vy duty sheets are considered separately or not.  For the purpose of 
                                                 
35  Replies to questions 13, 13.1, 14 and 14.1 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated 
Cases.  
36  Replies to question 17 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
37  Replies to questions 15 and 16 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
10 this decision, t he Commission has analysed the Transaction on the basis of the 
narrowest plausible markets, comprising on the one hand  conventional sheets  and 
on the other heavy duty  sheet s. 
4.4.2.  Geographic market definition  
Commission's decision -making practice  
(52) The Commission has in previous decisions analysed the effects of transactions  
both at (i) national level, and (ii) with regard to a 300 -400 km radius around the 
production sites concerned.38 The Commission has also considered that heavy  
duty sheets can be transported further than conventional sheets.39 The exact scope 
of the geograph ic market definition was consistently  left open for sheets, both 
conventional and heavy duty sheets.40 
The Notifying Party's view41  
(53) The Notifying Party submits that th e market for both conventional and heavy duty 
sheet s is at least national and that  a local  level assessment is arbitrary . According 
to the Notifying Party, sheets are supplied at distances significantly over 400 km 
and across borders. Also, t ransport costs  are very low42 and, regardless of the fact 
that manufacturers will rationally try to maximise margins by supplying as close 
to their plant as possible, various DSS plants sell part of their sheets further than 
400 km away .43 In addition, the service expected by customers  does not require a 
local presence.  
The Commission's assessment  
(54) The results of the market investigation did not confirm the view of the Notifying 
Party , but rather point to the existence  of 400  km radii within which the vast 
majority of customers source s sheets .  
(55) Almost all respondents indicated that the distance between a sheet supplier’s 
production facility and customer’s plant is (very) important, and a majority, both 
of suppliers and customers, indicated that sheets are sourced within a radius 
                                                 
38  See for example M.7558, DS Smith/Duropack , paragraph  12; M .2032, SCA Packaging/Metsä 
Corrugated , paragraphs  12-15; M.6512, DS Smith/SCA Packaging , paragraphs  60-70; M.3935, 
Jefferson Smurfit/Kappa , paragraph  22. 
39  See M.1418, SCA Packaging/Rexam , paragraph  19. 
40  See for example M.1418 , SCA Packaging/Rexam , paragraph  20; M.3935, Jefferson Smurfit/Kappa , 
paragraph 23; M.6515, DS Smith/SCA Packaging , paragraph 76; M.7558, DS Smith/Duropack , 
paragraph 12. 
41  Paragraphs 6.57 -6.58 of the Form CO.  
42  According to the Notifying Party, considering a transport distance of 400 km transportation costs 
represent around […]% of the costs of production for conventional sheets, and […]% for heavy duty 
sheets. Transport costs also represent only a low percentage of the available margin to be gai ned, so 
that this margin is still significant at distances over 400 km for corrugated sheets.  
43  More specifically, over […]% (by volume) of DSS' corrugated sheet sales in France are made over 400 
km, and some plants sell even more over 400 km – for exampl e DSS Kunheim sells over […]% of its 
sheet production over 400 km, and DSS Velin nearly […]%. In Spain and Portugal, over […]% of 
DSS's are sold over 400 km. As for Europac, nearly […]% of its corrugated sheet sales are made over 
400 km. See paragraph  6.58 of the Form CO.  
11 around a production plant.44 When it comes to the concrete distance that is 
considered acceptable, a majority indicated a distance of 400 km or less, mainly 
for reasons of transport costs , delivery time and flexibility.45 
(56) It has to be noted that some respondents indicated that heavy duty sheets have a 
wider transport radius, as these are higher value products with slightly lower 
relative transport costs.46 
(57) In view of the above and for the purpose of this decision, the Commission 
considers the geographic scope to be  local, comprising a radius of 400 km, and 
will assess the Transaction on the basis of such a radius .47 For heavy duty sheets 
specifically , it will take into account the fact that heavy duty sheets might have a 
wider transport radius.  
4.5. Manufacture and suppl y of corrugated cases 
(58) The conversion of sheets into corrugated cases ("cases") for sale to end -customers 
involves printing, slotting and/or die -cutting, folding and gluing and/or stitching. 
Cases are produce d either  by (i) converter plants, or sheet plants , which convert 
sheets supplied by sheet feeders or box plants into cases for sale to end -
customers, or (ii) integrated plants  (so-called box plants)  that – as mentioned 
before - convert CCM into sheets and then convert the sheets into cases at the 
same pr oduction site.  
4.5.1.  Product market definition  
Commission's decision -making practice  
(59) In previous decisions, the Commission has considered a separate product market 
for cases, with potential sub -segmentations for conventional, heavy duty and 
litho-laminated cases.48 
                                                 
44  Replies to questions 18, 19 and 20 of of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated 
Cases , as well as minutes of conference calls with competitors and sheet customers on 30 July 2018, 
31 July 2018, 2 August 2018, 3 August 201 8, 6 August 2018, 9  August 2018 and 30 August 2018 . 
45  Replies to questions 20.1, 21 and 23 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated 
Cases.  
46  Replies to questions 18.1, 19.1, 20.1, 20.2 and 21.2 of Questionnaire Q1 – CCM, Corrugated Sheets , 
Corrugated Cases.   
47  Concretely, the local markets assessed in this decision comprise radii around the each of the Parties' 
plants rather than using each customer's plant as a centre for a local market analysis, as because of the 
high number of customers there is a lack of data necessary for such a demand -side analysis ( i.e. an 
analysis on the basis of radii around each customer).  
48  See for example M.7558, DS Smith/Duropack , paragraph  14; M. 6512, DS Smith/SCA Packaging , 
paragraph  94; M.1418,  SCA Packaging/Rexam , paragraph  10; M.8831 , Mondi/Powerflute , paragraphs  
51-52. For completeness, while DDS is active in the manufacture and sale of litho -laminated cases, 
Europac is not. As such, the Transaction does not result in a horizontal overlap in thi s regard. The 
Notifying Party has also confirmed that if a market for the production and sale of litho -laminated cases 
were to be considered, this would not give rise to a vertically affected market. For these reasons, litho -
laminated cases will not be dis cussed further in this decision.  
12 The Notifying Party's view49 
(60) The Notifying Party  claims  that it is not appropriate to segment conventional and 
heavy  duty cases, and that there is a market comprising all types of cases . 
(61) The Notifying Party submits in that context that, from a demand -side perspective , 
there is a continuum of capabilities of case characteristics , which can be assessed 
against a wide range of criteria, including reliability in stacking, structural quality, 
resistance to pressure and tearing, resistance to puncture by a sharp object, 
moisture resistance, susceptibility to vibration etc., and whereby the type of sheet 
used, which is in itself a combination of paper content, flute type and/or flute 
combination a nd sheet construction,  is just one factor which influences the 
performance of a given case, with the design of the case also having a significant 
impact.  
(62) From a supply -side point of view, the equipment and know -how also for the 
production of heavy  duty cas es is readily available. Although  the conversion of 
triple wall may need some additional – but readily available and cheap – 
equipment, t he conversion of double wall sheet into double wall case requires the 
same equipment and process of printing, slotting,  die-cutting and gluing as is used 
for the conversion of conventional sheet into conventional case.  
The Commission's assessment  
(63) As for sheets, the market investigation in the present case suggests that no 
generally accepted standard exists for distinguishi ng conventional and heavy duty 
cases in the industry. The majority of customers  for cases that responded are 
unaware of an industry standard  used for distinguishing conventional and heavy 
duty cases , and only a minority of the case suppliers that responded  indicated that 
a standard is used.50 In addition, the majority of respondents, both case suppliers 
and customers, and also respondents that did indicate that a standard is used in the 
industry, indicated that they do not distinguish betwe en conventional an d heavy 
duty cases themsel ves.51 Of those companies wh o do distinguish, none indicated 
the same standard of distinction.52 
(64) As regards the demand -side, the market investigation indicated that customers 
generally provide their suppliers either with technical specifications such as 
design, weight and type of paper to be used, or with requirements in terms of 
performance such as resistance to humidity and printability, all depending on the 
customer concerned and on whether the product being sourced i s new or has  been 
sourced before.53 As to the possibility for customers to switch between 
conventional and heavy duty cases , the market investigation indicated  that from 
                                                 
49  Paragraphs  6.65-6.69 of the Form CO.  
50  Replies to questions 25 and 25.1 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases; 
replies to question 6 of Questionnaire Q2 – Customers corrugated cases.  
51  Replies to question 26 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases; replies to 
question 7 of Questionnaire Q2 – Customers corrugated cases.  
52  Replies to question 26.1 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
53  Replies to  question 10 of Questionnaire Q2 – Customers corrugated cases.  
13 an economic point of view switching from conventional to heavy duty cases 
would not be appropriate unless needed.54   
(65) As regards the supply -side, as for sheets , there appear to be several case suppliers 
that manufacture bo th conventional and heavy duty cases, although also here 
respondents indicated a need for special equipment.55 
(66) Hence, as for sheets , the market investigation appear s to support to a certain 
extent the existence of a continuum of different case solutions, nevertheless also 
revealing limits to the substitutability, especially on the supply -side. 
(67) In any case, the exact scope of the product m arket definition can be left open as 
heavy duty case s only represent less than  […]% of the Parties' production of cases  
and less than [5-10]% of the total market for the manufacture and supply of cases 
in 2017 in each of France, Spain and Portugal , so that the assessment would not 
significantly differ irrespective of whether heavy duty cases  are considered part of 
the same market as conventional cases . For the purpose of this decision , the 
Commission has analysed the Transaction on the basis of the n arrowest plausible 
markets , for conventional cases on the one hand, and heavy duty cases on the 
other.  
4.5.2.  Geographic market definition  
Commission's decision -making practice  
(68) For conventional cases, the Commission previously considered the geographic 
market to (i) be national, or (ii) comprise a 200 -300 km radius around the 
production facilities concerned.  As regards heavy duty cases, the Commission has 
in the past considered the geographic market to be national in scope.   
The Notifying Party's view56 
(69) The Notifying Party claims the geographic market for both conventional and 
heavy -duty cases to be at least national, and that any local level assessment is 
arbitrary. To that end, the Notifying Party submits that while production facilities 
aim to maximise  their local sales to reduce the impact of transportation costs, they 
will also always look to make as many sales at as high a margin as possible and 
will thus also make marginal sales further afield.57 Additionally, transport costs 
are low, around […]% of the costs of production for conventional cases, and 
[…]% for heavy duty cases.  
  
                                                 
54  Replies to question 8 of Questionnaire Q2 – Customers corrugated cases.  
55  Replies to questions 27 and 28 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
56  Paragraphs  6.70-6.72 of the Form CO.  
57  As such, […]% of DSS's case sales (by volume) in France are made over 300 km away, and some 
plants sell even more of their case production over 300 km – DSS Kunheim supplies […]% of its cases 
(by volume) over 300 km, and DSS St Just supplies nearly […]%. In Spain and Portugal, around 
[…]% of DSS's case sales (by value) are made over 300 km away. For Europac, overall […]% of its 
sales are made more than 300 km away. See paragraph  6.72 of the Form CO.  
14 The Commission's assessment  
(70) The results of the market investigation did not confirm the view of the Notifying 
Party , but  indicated that the relevant geographic scope of the ma rket for cases 
comprises a  radius  of 300km .  
(71) A large majority of case suppliers that responded to the market investigation 
indicated that they supply to customers within a certain radius, and a large 
majority of both customers and suppliers consider the di stance between a 
supplier 's production facility and customer 's plant to be (very) important.58  
(72) Furthermore, the vast majority of suppliers indicated that they supply cases within 
a radius of 300 km or less, and a large majority of customers that responded 
indicated that 80% of their supplies for cases is sourced within a radius of 300 
km, and even a considerable majority indicated that 90% of their supplies for 
cases is sourced within this  radius .59  
(73) Although s ome respondents indicated that heavy duty cases can be transported 
further, the market investigation results from suppliers are mixed with regard to 
the exact maximum distance that is acceptable .60 The majority of the case 
customers that responded  indicated that the maximum distance they consider 
accepta ble for the supply of heavy duty cases is between 300 -500 km .61  
(74) In view of the above and for the purpose of this decision, the Commission 
considers the geographic scope to be local, comprising a radius of 300 km, and 
will assess the Transaction on the basi s of such a radius .62 For heavy duty cases 
specifically , it will take into account the fact that these might have a wider 
transport radius.  
5. COMPETITIVE ASSESSMENT  
5.1. Horizontal non -coordinated effects  
5.1.1.  Collection of recovered paper  
Introduction  
(75) Both DSS and Europac are active on the market for the collection of recovered 
paper, achieving a market share of [5-10]% and [0-5]% respectively  on an EEA -
                                                 
58  Replies to questions 33 and 34 o f Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases; 
replies to question 12 of questionnaire Q2 – Customers Corrugated Cases , as well as minutes of 
conference call s with comp etitors on 31 July 2018, paragraph  8, 02 August 2018, paragraph 12 and 0 6 
August 2018, paragraph 13 . 
59  Replies to questions 35 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases; replies to 
question 14 of questionnaire Q2 - Customers Corrugated Cases.  
60  Replies to questions 35 and 35.1 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
61  Replies to question 13 of Questionnaire Q2 – Customers – Corrugated cases . 
62  As for corrugated sheets , the local markets assessed for corrugated cases in this decision comprise 
radii around the each of the Parties' plants rather than using each customer's plant as a centre for a 
local market analysis, as because of the high number of customers there is a lack of data necessary for 
such a demand -side analysis (i.e. an analysis on the basis of radii around each custome r). 
15 wide basis.63 64 Should the market be defined narrower, as national in scope, the 
Parties' activities o verlap only to a very limited extent in Spain, where DSS does 
not collect recovered paper but has a trading office (with […] full-time 
employee).65 The market share s of the Parties  and therefore the increment brought 
about by the Transaction  would not signi ficantly differ, even if the market for the 
collection of recovered paper were to be further sub -segmented on the basis of the 
different paper grades.66 
The Notifying Party's view  
(76) The Notifying Party submits that in view of the low market shares and the ver y 
limited increment brought about by Europac, the Transaction is unlikely to raise 
competition concerns.67 
The Commission's assessment  
(77) The Transaction does not give rise to affected markets even on the basis of the 
narrowest plausible  product and geographic  market definition.  
(78) Based on the limited combined market shares of the Parties, the limited increment 
brought about by Europac, as well as the lack of concerns expressed in the market 
investigation, the Commission considers that the Transaction does not ra ise 
serious doubts as to its compatibility with the internal market with regard to the 
collection of recovered paper  even on the basis of the narrowest plausible product 
and geographic market definition . 
5.1.2.  Supply of recovered paper  
Introduction  
(79) On an EEA -wide level, DSS achieves a market share of [5-10]% on the market 
for the supply of recovered paper, while Europac's activities are very limited, 
amounting to  a market share of less than [0-5]% in 2017.68 69 Should the market 
be defined as national in scope, the Parties' activities overlap in Spain (combined 
                                                 
63  Paragraph 6.39 of the Form CO.  
64  For the sake of completeness it should be mentioned that in the absence of reliable data on the total 
size of the EEA market, t he Notifying Party has provided  figures relating only to the countries covered 
by the data of the Confederation of European Paper Industries (CEPI). Given that while the Parties' 
market shares are based on sales data throughout the EEA but the total market size does not include all 
third party volumes traded in the EEA countries, the market shares of the Parties might be  
overestimated. (Footnote 45 of the Form CO.)  
65  Paragraph 6.35 of the Form CO.  
66  Paragraph 6.33 of the Form CO.  
67  Paragraphs 6.39 -6.41 of the Form CO.  
68  Paragraph 6.39 of the Form CO.  
69  For the sake of completeness it should be mentioned that in the absence of reliable data on the total 
size of the EEA market, the Notifying Party has used figures relating only to the countries covered by 
the data of the Confederati on of European Paper Industries (CEPI). Given that while the Parties' 
market shares are based on sales data throughout the EEA but the total market size does not include all 
volumes traded in the EEA countries from third parties, the market shares of the P arties are 
overestimated. (Footnote 45 of the Form CO.)  
16 market share of less than [0-5]%) and in Portugal (combined market share of [30-
40]% with an increment of less than [0-5]% brought about by DSS).70 
(80) The ma rket share s of the Parties would not significantly differ, even if the market 
for the supply  of recovered paper were to be further sub -segmented on the basis 
of the different paper grades.71 
The Notifying Party's view  
(81) The Notifying Party submits that in vie w of the limited combined market shares 
on an EEA -wide level, as well as the insignificant increment brought about by the 
Transaction, it is unlikely to lead to competition concerns. 72 
The Commission's assessment  
(82) The Transaction leads to a horizontally aff ected market only if the market for the 
supply of recovered paper is considered as national in scope. However, while 
Europac has a market share of [30-40]% in Portugal, the increment brought about 
by DSS is de minimis  (less than [0-5]%).73 
(83) The market invest igation suggests that the Transaction would not negatively 
affect the competitiveness of the market for the supply of recovered paper.  
(84) As for the availability of recovered paper, a competitor of the Parties , itself 
sourcing recov ered paper from the merchant market,  explained  that "[t]here is no 
difficulty in sourcing recycled paper today. More and more paper is recycled in a 
proper way. The reduction in exports to China furthermore leaves more 
availability for European paper mills. "74  Indeed, the large majority of the 
respondents to the questionnaire indicated that the Transaction would not have an 
impact on the available volumes.75 
(85) Furthermore, the majority of the Parties' customers which replied to the 
questionnaire indicated that they would have suf ficient alternative suppliers 
should the Parties stop supplying them or supply them at significantly worse 
conditions post -transaction.76 
(86) Although some unsubstantiated concerns were raised with regard to the impact of 
the Transaction on the respondent's sou rcing of recovered paper in the market 
investigation,77 the majority of respondents indicated that the intensity of 
competition will either increase or remain the same, and the price level will either 
decrease or remain the same.78 
                                                 
70  Paragraph 6.37 of the Form CO.  
71  Paragraph 6.33 of the Form CO.  
72  Paragraphs 6.39 -6.41 of the Form CO.  
73  For the sake of completeness it should be mentioned that if the market for the supply of recovered 
paper were to be further sub -segmented on the basis of the different paper grades, these submarkets 
would be also affected in Portugal.  
74  Minutes of a conference call with a competitor on 30 July 2018, paragraph  7. 
75  Repl ies to question 42 of Q uestionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
76  Repl ies to question 40 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
77  Repl ies to question 41 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
78  Repl ies to qu estion 42 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  

18 The Commission's assessment  
(92) The Commission notes that the Transaction does not lead to any horizontally 
affected markets, even on the basis of the narrowest plausi ble product and 
geographic market definition s set out in Section 4.3  above . 
(93) In the market investigation , the majority of the competitors and customers replied 
that the Transaction will not have a negative impact on the intensity of 
competition, the price level or the volumes available.82 
(94) Based on the limited combined market shares of the Parties  and the market 
investigation results , the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market with regard to 
horizontal non -coordinated effects regarding the manufacture and supply of ca se 
materials under any plausible  product and geographic market definition set out 
above . 
5.1.4.  Manufacture and supply of corrugated sheets  
Introduction  
(95) The Parties ' activities overlap in the manufacture and supply of sheets , and o n a 
national level the Transacti on gives rise to affected markets in relation to the 
potential sub -segment s for conventional sheet s in Spain and Portugal.83  
(96) On a local level , taking the 400km radi i around each o f the Party's production 
plants , the Transaction results in affected markets in the potential sub -segments 
for conventional sheets in France, Spain and Portugal , and heavy duty sheets in 
Spain.  
 Manufacture and supply of corrugated sheets – France  5.1.4.1.
Introduction  
(97) In France, the Parties' activities overlap in relation to the manufacture  and supply 
of sheets, but do not result in any affected markets on a national level. However, 
at local level the Transaction results in affected markets with regard to 
conventional sheets  in Eastern France , in the local markets comprising  the 400 
km radii  around (i) DSS Kunheim and (ii) DSS Velin, as well as  in South Eastern 
France in the local markets comprising 400 km radii around (iii) DSS Dauphine 
and (iv) Europac La Rochette .  
The Notifying Party's view84 
(98) With regard to conventional sheet s in France, t he Notifying Party submits that the 
Transaction will not result in any competition concerns with regard to the market 
for conventional sheets, or any of its sub -segments, for the reasons below.  
                                                 
82  Repl ies to questions 25 -27 of Questionnaire Q3 – Competitors Corrugated Case Materials, repl ies to 
questions 57 -59 of Questio nnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
83  For completeness, as regards heavy duty sheets, the Parties' activities do not overlap in Portugal. In 
France and Spain, both Parties are active with regard to heavy duty sheets. However, the Transac tion 
would not result in affected markets on a national level.  
84  Paragraphs 6.79 et seq. of the Form CO.  
19 (99) First, the Parties' combined market shares, as well as the inc rement brought about 
by the Transaction, are limited even on a local basis, and there are several strong 
competitors remaining in the market.  The radial size of 400 km is in any case 
arbitrary as transport costs are low and sheets travel further than this distance.  
(100)  Second , sheets are a relatively commoditised product, and customers can switch 
suppliers of sheets quickly and easily. Supply contracts are short , and sheet 
customers multi -source and are able to exert buyer power with regular tenders.  
(101)  Third , barriers to expansion are relatively low in terms of costs and time.  
(102)  Fourth , there is overall spare capacity in the market, and all competitors could 
quickly and easily increase output by adding overtime or increasing shifts.85 In 
addition, operators of box  plants that currently only produce sheet s for internal 
use could easily start making merchant sales, either from existing capacity or as 
part of a new investment in sheet capacity.  
The Commission's assessment  
(103)  On a national level, the Parties' combined market share does not result in any 
affected markets, neither with regard to conventional sheets nor in relation to 
heavy duty sheets.86 At the local level, based on radii of 400 km around the 
Parties' production facilities concerned (see Section 4.4.2 ), the Parties' activities 
result in affected markets  in Eastern France and South Eastern France .  
(104)  The Notifying Party provided market share estimates for all the local markets 
where the Parties' combined market shares exceed 20%. The Commission 
conducted a mar ket reconstruction based on the Parties', as well as their main 
competitors' external sales volume data in 2017 .87 The results of the 
Commission's market reconstruction are also presented below.  
  
                                                 
85  Concretely, the Notifying Party submits that adding one or two hours of overtime to an existing shift 
could increase the output of a plant by […]% to […]%, and adding one weekend shift could add […]% 
to […]%. 
86  Concretely, at national level, the Parties' combined market share is [5-10]% with an increment of [0-
5]% for conventional sheets, and [0-5]% with an increment of less than [0-5]% for heavy duty sheets. 
See paragraph  6.60 of the Form CO.  
87  Confidential third party submissions on 10, 17 and 27 September 2018.  



23 majority of production in Portugal is sold to customers located in Po rtugal, not 
Northern Spain.  Indeed,  the total volume of  exports from Portugal , inter alia  (but 
not only) to (the whole of) Spain,  equal s only [a relatively limited proportion] % 
of the Parties' production of sheets in Portugal . Excluding the Parties' production 
from their plants located in Portugal  reduces the Parties' combined market share 
to only [5-10]%, with an increment of [0-5]%.  
(121)  Second , a number of competitor plants are located just outside of the 400 km 
radius, including production facilities of Saica and Smurfit Kappa, that could and 
do conduct sales of sheet s to customers located within the radius  of 400 km 
around Europac Dueñas . Indeed, e xpanding the 400 km radius by 50 km 
introduces 20 additional plants, reducing the market share of the Par ties to [20-
30]%.  
(122)  Third , the responses to  the market investigation indicated that although some  
smaller local customers select their suppliers on the basis of bilateral negotiations, 
many customers multi -source and organise tenders, organised  on a local ( i.e. 
plant -by-plant) , national or pan -European level also depending on their size and 
geographic footprint.94 In this context, no ne of the  respondents indicated that they 
would lack sufficient alternative suppliers post -Transaction in Northern Spain.95 
(123)  Fourt h, respondents to the market investigation considered that production can 
relatively easily and quickly be in creased by 10% through overtime . This would 
reduce the Parties' market share, to [30-40]% within a 400 km radius (and [5-
10]% within a 300 km radiu s).96 
(124)  Lastly, in the course of the market investigation no concerns were raised in 
relation to Northern Spain.  
(125)  Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regar d to the local 
markets for conventional sheets in Northern Spain.  
Eastern Spain – Conventional corrugated s heets  
(126)  As regards the radi i around DSS Andorra and Europac  Alcolea, the Commission 
considers that in view of the moderate combined market shares ( i.e. less than 
30%), in combination with the limited concerns that were raised by respondents 
during the market investigation and the presence of multiple competitors such as 
Grupo Petit, S aica, International Paper, Mora y Goma SA and Ondulados Carme 
SA, the T ransaction is unlikely to raise serious doubts in relation to conventional  
sheet s in the radii around DSS Andorra and Europac  Alcolea.  
(127)  As regards the other affected radi i in Eastern Spain, the Parties have moderate 
combined market shares of [30-40]-[30-40]% around the plants of DSS Dicesa , 
DSS Flak and Europac Torrelavit , with increments of [10-20]-[10-20]% brought 
                                                 
94  Minutes of conference call s with sheet customer on 30 July 2018, 31 July 2018, 2  August  2018 , 3 
August 2018, 6  August  2018, 9 August 2018 and 30 August 2018.  
95  Replies to question 63 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
96  These market shares are based on the m arket reconstruction data, not the Notifying Party's  estimates . 
24 about by Europac .97 The market reconstruction largely confirms these market 
share data.  
(128)  The Commission considers that the Transaction does not raise serious doubts with 
regard to conventional sheets in Eastern Spain for the reasons set out  below.98 
(129)  First , there are a large number of competitors located just outside the 400 km 
radius. Indeed, e xpanding the radius to 500 km , adds more than 20 third party 
plants  in total , including multiple plants of International Paper and Grupo Petit, 
bringing down the Parties' combined market share below 30% .99 These plants are 
able to sell to many customers loc ated within the radi i around the Parties plants in 
Eastern Spain.  
(130)  Second , 4 of the 8 sheet feeders operating in Spain  are located more closely to 
DSS Dicesa and DSS Flak than Europac's  Alcolea ,100 which is a box plant .  
(131)  Third , the market investigation indicated that customers organise tenders to fulfil 
their demand  and multi -source. The Commission notes that post -Transaction, 
multiple competitors will remain, such as Saica and Smurfit Kappa but also 
numerous smaller competitors. These competitors repres ent together a volume 
that is higher than the combined entity. As such, the customers' ability to organise 
tenders and multi -source will not be jeopardised.  
(132)  Fourth , the respondents to the market investigation consider ed that production 
can relatively easily and quickly be increased by 10%  through overtime .101 This 
would reduce the Parties' combined market share in each of the radii concerned 
with two percentage points.   
(133)  Therefore, the Commission considers that the Transaction does not raise serious 
doubt s as to its compatibility with the internal market with regard to the local 
markets for conventional sheets in Eastern Spain.  
Nort h Western Spain – Conventional corrugated s heets  
(134)  In North Western Spain, the Parties' combined market shares vary between [40-
50]% around the plants of DSS La Coruña and DSS Pontevedra, with an 
increment of [10-20]% brought about by Europac. The Commission's  market 
reconstruction shows a much higher combined market share of [50-60]% with an 
increment of [20-30]-[20-30]%. 
                                                 
97  For c ompleteness, the market share of Europac is entirely generated by Europac Alcolea; Europac 
Torrelavit does not manufacture or sell any sheets. See Annex 13 of the Form CO.  
98  As the pl ants of DSS Dicesa, DSS Flak and Europac Torrelavit are all located very near to one another 
and the competitive landscape is thus to a very large extent similar , the Commission will focus its 
assessment on DSS Dicesa and will not provide separate assessme nts for each of these plants, as the 
assessment on DSS Dicesa applies equally to DSS Flak and Europac Torrelavit.  
99  For example, […]% of DSS Dicesa's sales are to customers located further away than 400km.  
100  For completeness, as mentioned before Europac Torrelavit, though located nearby DSS Dicesa and 
DSS Flak, does not produce sheets. See Annex 13 of the Form CO.  
101  Minutes of conference calls with sheet customer on 30 July 2018, 31 July 2018, 2 August 2018, 3 
August 2018, 6 August 2018, 9 August 2018 an d 30 August 2018 ; Replies to question 69-71, 79 of 
Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases . 
25 (135)  Nevertheless, t he Commission considers that the Transaction does not raise 
serious doubts with regard to conventional sheets in North Western Spain, for the 
reasons set out below .102 
(136)  Concretely , the local market shares most likely do  not at all give a true 
representation of the competitive pressure exerted by Europac , and thus likely by 
the combined entity,  in North Western Spain.  
(137)  First , Europac  does not operate  any plants in North Western Spain. The overlap 
for sheets results  entirely from three of the four Europac  plants located in 
Portugal (Europac Oporto, Europac Ovar and Europac Leiria) and Europac  
Dueñas  located in Northern Spain.  
(138)  Second , Europac has in the past not exerted a significant competitive constraint in 
North Western Spain. It has only competed for very few tenders of sheet 
customers in North Western Spain , namely […] tenders during the last three 
years, […]. […]. As such,  the Parties do not appear to be close competitors for 
customers located in North Western Spain .103  
(139)  Third , Europac's overall sales of conventional sheet s to customers located in  
North Western Spain  are very limited; they amounted to a total of  […] msqm  in 
2017. According to the Parties' estimates, this represents  only around [a limited 
proportion ]% of demand in North Western Spain .  
(140)  In addition , the market investigation indicated that customers organise tenders to 
fulfil their demand  and multi -source . The Commission notes that post -
Transaction, multiple competitors will remain, such as Zarrinha  and Smurfit 
Kappa but al so numerous smaller competitors. In view of the likely significant 
overestimation of the Parties' market position, the sales of  these competitors most 
probabl y represent together a volume that is higher than the combined entity  in 
North Western Spain . As s uch, the customers' ability to organise tenders and 
multi -source will not be jeopardised.  
(141)  Finally , respondents to the market investigation considered that a sheet supplier 
can relatively easily and quickly be increase its production by 10% , through 
overtim e.104 
(142)  Therefore , the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to conventional 
sheets on the relevant local markets in North Western Spain . 
(143)  Irrespective of the above, the Commission notes that the remedies proposed by 
the Notifying Party, as described in Section 6 below, will in any case also 
significantly reduce the Parties' combined local market share s in North Western 
Spain , with more than 10 percentage points . 
                                                 
102  As DSS La Coruña and DSS Pontevedra are  geographically very near one another, and the competitive 
landscape is to a very large extent similar , the Commission's assessment of North Western Spain as a 
whole applies equally to each of DSS La Coruña and DSS Pontevedra.  
103  Supplementary submission of the Parties of 17 October 2018, paragraph 2.3.  
104  Minutes of conference calls with sheet customer on  30 July 2018, 31 July 2018, 2 August 2018, 3 
August 2018, 6 August 2018, 9 August 2018 and 30 August 2018 ; Replies to question 69-71, 79 of 
Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases  
26 Eastern Spain – Heavy duty corrugated sheets  
(144)  As regards heavy duty sheets in Eastern Spain, the Commission considers that in 
view of the moderate market shares ( i.e. less than 30%), in combination with the 
limited concerns that were r aised by respondents during the market investigation, 
and the presence of multiple competitors such as Smurfit Kappa, International 
Paper, Cartonajes Font, Grupo Rivas and Ondulados Carme SA, the Transaction 
does not raise serious doubts as to its compatib ility with the internal market  in 
relation to heavy duty sheet in Eastern Spain.105  
Conclusion – Corrugated sheets in Spain  
(145)  In view of all the above, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with th e internal market with regard to 
the manufacture and supply of conventional or heavy duty sheets in Spain or any 
local market  within Spain . 
 Manufacture and supply of corrugated sheets – Portugal  5.1.4.3.
Introduction  
(146)  In Portugal, the Parties' activities overlap wit h regard to the manufacture and 
supply of sheets, and the Transaction leads to affected markets as regards the 
conventional sheet market in Portugal.  
(147)  In particular, the Transaction will result in an affected market for conventional 
sheets at national level , as well as at local level, in Northern Portugal in the local 
markets comprising the radii of 400 km around (i) DSS Esmoriz, (ii) Europac 
Guilhabreu, (iii) Europac Ovar and (iv) Europac Leiria, and in Southern Portugal 
in the local market comprising the  radius of 400 km around Europac Rio de 
Mouro.  
The Notifying Party's view106 
(148)  The Notifying Party considers that the Transaction does not raise competition 
concerns with regard to the market for conventional sheets in Portugal, nor any 
potential sub -segments,  for the following reasons.107  
(149)  First , according to the Notifying Party, the 2017 market shares are not entirely 
representative since the market for the manufacture and supply of sheets has 
changed substantially during 2018. In particular, Saica  opened a new  sheet feeder 
in March 2018 in Marinha Grande. This investment has already had an impact on 
the market, […]. 
                                                 
105  For completeness, it should be noted that during the market investigation concerns were raised 
regarding heavy duty sheets in Eastern Spain (in a 400 km radius around DSS Dicesa plant). However, 
the Commission considers that the Transaction does not raise serious doubts for the following reasons: 
(i) the market for the manufacture and supply of heavy duty sheet is a niche market with limited 
volumes (5% of the total sheet market in Spain); (ii) combined market shares are moderate in a 400 km 
radius from DSS  Dicesa plant; (iii) there are a large number of competitors located just outside the 400 
km radius; and (iv) the market investigation suggested that heavy duty sheet travels further than 
conventional sheet.  
106  Paragraphs 6.79 – 6.85 of the Form CO, and Su pplementary Submission of 17 October 2018.  
107  Paragraph 6.80 of the Form CO.  
27 (150)  With Saica  having made a large investment, the Notifying Party expects Saica  to 
maximise its sales to third parties to recover its fixed costs. The  Notifying Party 
estimates that this sheet feeder, that is currently still ramping up, will have a 
capacity of […] msqm of which […] msqm would be available for sale on the 
merchant market - which amounts to […] of the total merchant sheet market in 
Portug al. Already by the end of 2018, the Notifying Party expects this sheet 
feeder to be selling an additional […] msqm of conventi onal sheet s on the market 
in Portugal. This alone would, based on the Notifying Party's estimates of all 
competitors ' sales on the  merchant market in Portugal, reduce the Parties' 
combined market share from [40-50]% to [30-40]%. 
(151)  Second , post -Transaction, a large number of competitors would remain in 
Portugal for these customers to source from, including Zarrinha, Saica , Smurfit 
Kappa , ECC and Sebastiao Martins. Further to this, the radial size of 400 km is in 
any case arbitrary as transport costs are low and sheets travel further than this 
distance.  
(152)  Third , sheets are a relatively commoditised product, and customers can switch 
supplier s of sheets quickly and easily.  
(153)  Fourth , customers multi -source and are able to exert countervailing buyer power 
with regular tenders and requests for price reductions.  
(154)  Fifth , barriers to expansion are relatively low in terms of costs and time.  
(155)  Sixth , as regards capacity the Notifying Party submits that on the one hand there 
is overall spare capacity in the market, and on the other hand  that all competitors 
could quickly and easily increase output by adding overtime or increasing shifts.  
(156)  As such, the  Parties estimate that the spare capacity of Saica's  Marinha Grande 
sheet feeder together with that of another sheet feeder located in Portugal, of 
ECC's Feiria, is  alone larger than the total current volumes of conventional sheet s 
sold by the Parties. Con cretely, the Notifying Party estimates this total spare 
capacity to be around […] msqm, whereas the Parties' sales of conventional 
sheets in 2017 amounted to […] msqm. This scenario does not even  take into 
account the spare capacity that the Notifying Part y believes exists in all 
Portuguese box plants.  
(157)  In respect of the capacity arguments made, on 17 October 2018, the Notifying 
Party provided an additional submission which sets out its market share estimates 
based on the assumption that each competitor incr eases its production of 
conventional sheet s by 10%, explaining that in such a scenario the combined 
market share in Portugal decreases [5-10] percentage points if no sales are 
attributed to Saica's  Marinha Grande sheet feeder, and [5-10] percentage points if 
Saica  were to  sell only [5-10]% of its total production capacity in Marinha 
Grande to third parties.  
(158)  Finally, the Notifying Party submits that there are significant imports into 
Portugal with potential imports in particular from Spain also exerting comp etitive 


30 increased vertical integration  (i.e. for sheets to be used for the  production of 
Saica's  own cases) .113 The resulting  impact of that investment on the market is 
therefore significantly  different from the understanding and estimat ions by the 
Notifying Party . 
(167)  In addition , the Parties allege that at least five strong competitors with significant 
spare capacit ies (i.e. Zarrinha, Smurfit Kappa, Saica, ECC and Sebastiao Martins)  
would remain in the relevant markets .  
(168)  The market investig ation showed however that the possibility to increase 
production , also  at these sites , may be limited . Indeed,  the majority of the 
respondents, as well as of the major competitors in Portugal, considered that it is 
difficult to increase production by more than 10%. Whilst  it is possible to increase 
production by 10% by working overtime, in order to increase product ion by more 
than 10% a weekend shift or extra shift during weekdays may be needed. For 
further production increases, new equipment may be required according to some 
respondents.114 Presuming that all major competitors would increase their 
production by 10% , this would however only have a limited impact on the Parties' 
combined market share. Based on the Commission's market reconstruction, the 
Parties' combined market share would reduce from [40-50]% to [40-50]% were 
each competitor to increase its production by [10-20]%. The Commission also 
computed the Parties' combined market share based on the presumption that all 
competitors would increase their production by 10% and that Saica would sell 7% 
of its total Marinha Grande production capacity to the merchant market. In such 
case, the combined market share of the Parties would not decrease to [30-40]% as 
estimated by the Notifying Party, but only to [40-50]%.  
(169)  In addition, several concerns  were raised during the course of the market 
investigation, by customers a s well as competitors.  In particular, a majority 
indicated that the intensity of competition would decrease in Portugal post -
Transaction, with several respondents pointing to the Transaction creating a 
duopolistic market structure in Portugal . In this rega rd, the Commission notes that 
the combined entity together with its biggest competitor Zarrinha would represent 
according to the Notifying Party's estimates [60-70]%, and according to the 
Commission's market reconstruction up to [60-70]%115, of the market for sales of 
sheets to customers in Portugal .  
(170)  The arguments of the Notifying Party that customers multi -source and can switch 
suppliers quickly , and that competitors can increase capacity easily , are not 
sufficient to counter the significant position of the merged entity . The results of 
the Commission's market reconstruction show that all smaller competitors 
together represent a volume that is much lower than DSS alon e, even if they w ere 
to increase their production by 10%. Further , no structural capacity expansions 
are foreseen by sheets suppliers in Portugal.116  
                                                 
113  Minutes of conference calls with Saica on 31 July and 18 October 2018, and submissions of 10 
September and 10, 11 15 and 16 October.  
114  Replies to q uestions 69 -71 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
115  And up to [70 -80]% within certain radii in Portugal.  
116  Replies to question 78 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases . 
31 (171)  The market investigation also did not confirm the Notifying Party's argument that 
box plant operators that produce sheet s for internal use could easily start making 
merchan t sales, since cases are more complex products, with more added value.117 
As such,  they are  more profitable than sheets . This  is apparent also from the 
margin data provided by the Parties for sheets in Portugal.  
(172)  In view of the above, the Commission considers  that the Transaction raises 
serious doubts as to its compatibility with the internal market with regard to the 
local relevant markets for conventional sheets in Northern and Southern Portugal.  
5.1.5.  Manufacture and supply of corrugated cases  
(173)  As regards the manufacture and supply of cases, the Parties activities overlap, and 
on a national level the Transaction gives rise to affected markets in relation to the 
potential sub -segment for conventional cases in France and Portugal and the 
potential sub -segment for  heavy duty cases in France.118 There is no overlap 
between the Parties' activities with regard to litho -laminated cases, as Europac is 
not active in this segment.119 
(174)  On a local level, taking a 300 km radius around each of the Parties' production 
plants, the T ransaction results in affected markets with regard to the potential sub -
segments for both conventional and heavy duty cases in France, Spain and 
Portugal.  
 Manufacture and supply of corrugated cases - France  5.1.5.1.
(175)  The Parties' activities overlap with regard to th e manufacture and supply of cases 
in France. On a national level the Transaction leads to affected markets as regards 
the potential sub -markets for each of conventional and heavy duty cases.  
(176)  At the local level, as regards conventional cases, the Transactio n results in 5 
affected markets in Northern France ,120 1 affected market in Eastern France ,121 3 
affected markets in South Eastern France ,122 6 affected markets in Western 
France ,123 2 affected markets in South Western France124 and 2 affected markets 
in Central Fra nce.125 With regard to heavy duty cases, the Transaction leads to 3 
                                                 
117  Annex 14 of the Form CO; Min utes of a conference call with a competitor. In addition, it should be 
noted that of those production facilities of the Parties producing both corrugated sheets and cases, the 
sales of sheets represent less than […]% of sales.  
118  Although both Parties are active in the market for cases in Croatia, Denmark and Lithuania, Europac 
does not have any production facilities and only sells […] msqm of conventional cases in these 
countries. DSS has a share over [20 -30]% in these countries and the increment from Euro pac is [0 -
5]%, [0 -5]% and [0 -5]% respectively.  
119  Paragraph 6.74 of the Form CO . 
120  Namely in the 300 km radii around (i) DSS Contoire, (ii) DSS St Just, (iii) DSS Vervins, (iv) Europac 
Gasny and (v) Europac Rouen.  
121  Namely in the 300 km radius around (i)  DSS Velin.  
122  Namely in the 300 km radii around (i) DSS Cera (Meyzieu), (ii) DSS Rives and (iii) Europac La 
Rochette.  
123  Namely in the 300 km radii around (i) DSS Atlantique, (ii) DSS Bretagne, (iii) DSS Normandie, (iv) 
DSS Normandie (Cabourg), (v) DSS Th ouarce and (vi) Europac Durtal.  
124  Namely in the 300 km radii around (i) DSS Rochechouart and (ii) DSS Sud -Ouest.  
125  Namely in the 300 km radii around (i) DSS Larousse (Tigy) and (ii) DSS Mehun.  
32 affected markets in Northern France ,126 2 affected markets in Western France127 
and 2 affected markets in Central France .128 
The Notifying Party's view  
(177)  The Notifying Party submits that the Transac tion does not raise competition 
concerns with regard to cases or any of its sub -segments in France for the 
following reasons.  
(178)  First,  the combined market shares, as well as the increment brought about by 
Europac are limited on a national level and there ar e strong competitors remaining 
present on the market such as Smurfit Kappa, Saica, International Paper, 
Rossmann and VPK.  
(179)  Second , barriers to expansion are low as evidenced by recent investments, by 
competitors of the Parties in their French plants . 
(180)  Third , the Notifying Party considers that there is currently spare capacity and 
competitors could easily and quickly increase output by, for example, increasing 
the number of production shifts or by adding overtime.  
(181)  Finally , it argues that case customers are a ble to exert countervailing buyer 
power, as a result of tendering and ad -hoc requests for price reductions. […].129 
(182)  The Notifying Party further submits that no competition concerns arise from the 
Transaction even if the market for corrugated cases, as well a s its sub -segments, 
were to be defined as local in scope. In its local market analysis,130 the Notifying 
Party bases itself on local market conditions, by considering the market structure, 
pricing, available third party capacity, closeness of the Parties and  potential 
constraints from outside the local market.131 
The Commission's assessment  
(183)  At national level, the Parties' combined market share is [20-30]% with regard to 
each of conventional and heavy duty corrugated cases. The increment brought 
about by Europac  is limited, not exceeding [0-5]%. 
 
  
                                                 
126  Namely in the 300 km radii around (i) DSS St Just,  (ii) DS S Vervins and (iii) Europac Rouen.  
127  Namely in the 300 km radii around (i) DSS Normandie (Cabourg), and (ii) Europac Durtal.  
128  Namely in the 300 km radii around (i) DSS Larousse (Tigy) and (ii) DSS Mehun.  
129  Paragraph 6.91 of the Form CO.  
130  Annexes 3 and 4 of the Form CO.  
131  The Notifying Party's view will further be described when necessary for the assessment of a specific 
local market.  


35 competitors,134 the Tran saction is unlikely to raise serious doubts as to its 
compatibility with the internal market with regard to conventional cases in 
Northern, Eastern, South Eastern, South Western and Central France and with 
regard to heavy duty cases in Central France. Thes e regions and local markets are 
therefore not further discussed in the present decision.  
Western France – Conventional corrugated cases  
(187)  The Parties achieve a relatively high market share – varying between [30-40]-[40-
50]%135 – in all six local markets in We stern France, when defined as a 300 km 
radius around each of their six production plants in Western France. The 
increment brought about by the Transaction varies between [5-10]-[10-20]%. 
The Notifying Party's view  
(188)  The Notifying Party submits that no signif icant impediment of effective 
competition arises in relation to the supply of conventional cases in any of the 
local markets.  
(189)  First , the Notifying Party argues that there are many strong competitors 
remaining in all local areas, providing a range of altern ative suppliers, as well as a 
sufficient competitive constraint on the merged entity.  
(190)  Second , the Notifying Party argues that competitor plants can easily and cheaply 
increase production in response to a hypothetical rise in the price of cases.  
(191)  Third , the Notifying Party submits that the radial size of 300 km is arbitrary as 
conventional cases travel further than this distance and as it excludes competitors’ 
plants just outside of the radius, which may exert important competitive constraint 
on the Parties.  
(192)  Finally , it argues that the Parties are not particularly close competitors in these 
local markets.136 
(193)  With regard to Brittany in particular, the Notifying Party submitted additional 
arguments in its Supplementary submission on 17 October 2018.  
(194)  First , it rei nforces its argument that analysing the market on the basis of radii of 
200km or 300km around DSS Bretagne – based on Commission's precedents –
does not provide an accurate picture of the Brittany region.  
(195)  Second , the Notifying Party submits that there are a  number of strong competitors 
in the radius around DSS Bretagne and considers that Europac is very rarely one 
of the geographically closest suppliers to the customers of DSS Bretagne. It 
further argues that in substantially all cases, the competitor plants  closest to the 
                                                 
134  These are i.a. Smurfit Kappa, Saica, VPK, International Paper, Rossmann in Northern, Eastern, South 
Eastern, South Western and in Central France with regard to conventional cases and All ard-Vallois, 
CPL Cartonnerie de Pays de Loire, Cartonnages de Maine and Rossmann in Central France with 
regard to heavy duty cases.  
135  Based on the market reconstruction on the basis of the Parties' and their competitors third party sales in 
2017.  
136  Section 3 of Annex 3 of the Form CO.  
36 customer produce sufficient conventional cases to cover the amounts the customer 
currently purchases from DSS Bretagne. It is therefore not plausible that 
customers in the region would not be able to secure at least three independent 
compet itive bids post -Transaction.  
(196)  Third , the Notifying Party claims that the Parties rarely compete with another in 
this local market.  
(197)  Finally , the Notifying Party argues that customer orders in this local market tend 
to be relatively modestly -sized, therefore  even small competitors can compete for 
the vast majority of conventional case opportunities in the local area, ensuring a 
sufficient number of alternative suppliers.  
The Commission's assessment  
(198)  The Commission considers that the Transaction raises serious doubts as to its 
compatibility with the internal market with regard to the manufacture and supply 
of conventional cases in Western France, and in particular in Brittany,137 for the 
following reasons.  
(199)  First , the Commission notes that the Parties' combined mar ket shares are 
relatively high in all local markets, varying between [30-40]-[40-50]%. The 
Parties achieve the highest combined market share in Brittany, in the local market 
around DSS Bretagne.  
(200)  Second , in the market investigation, customers raised various  concerns with 
regard to the conventional cases market in Western France, pointing out that 
further supply -side concentration resulting from the Transaction would reduce  
the number of alternative suppliers and lead to price increases.  
(201)  In particular in Brittany, 78% of the customers responding to the questionnaire 
indicated that they expect a price increase as a result of the Transaction, 67% 
replied that the Transaction would have a negative impact on their company and 
the market in general, and that th e intensity of competition will decrease due to 
the Transaction. Furthermore, 44% of the respondents in the region expressed that 
they would not have sufficient alternative suppliers should the Parties stop 
supplying them or supply them at significantly wo rse conditions.138 
(202)  Third , although  various other competing suppliers are active in Western France, 
DSS and its largest competitor, Smurfit Kappa, already before the Transaction – 
and without taking into account the Caradec plant139 -– appear to control more 
than half of the merchant market in all local areas with a combined market share 
between [50-60] and [70-80]%. Therefore, the Transaction would increase the 
combined market share of the  two largest suppliers to [60-70]-[80-90]%. 
(203)  In this regard, the Co mmission notes that although the Notifying Party submitted , 
at least with regard to the customers of the DSS Bretagne plant,140 that there are 
                                                 
137  The region of Brittany is best captured by the local market analysis around the DSS Bretagne plant.  
138  Repl ies to questions  18 and 34 -38 of Questionnaire Q2 – Customers Corrugated Cases.  
139  As explained in paragraph 5, the acquisition of the Caradec plant by Smurfit Kappa is conditional upon 
this Transaction.  
140  Annex 1 of the Supplementary submission of 17 October 2018.  
37 indeed multiple third party plants present in the region and located closer than the 
Europac Durtal plant to the cu stomers analysed, this analysis is not determinative . 
This is beacuse  these smaller competitors – representing altogether a lower 
production volume than Europac Durtal alone – would not be able to replace the 
competitive constraint exerted by Europac pre -transaction. This remains the case 
even if customer orders tend to be small as claimed by the Notifying Party.141  
(204)  Fourth , the market investigation did not confirm the Notifying Party's claim that 
production can be easily increased in the region. Indeed, no s tructural capacity 
expansion is foreseen by the competitors in the region,142 and a capacity 
expansion of more than 10% is seen as difficult.143 The majority of market 
participants responding to the market questionnaires also do not expect any new 
suppliers en tering the case market in France.144 
(205)  In any event, even a hypothetical 10% increase in third party merchant sales by 
all competitors of the Parties would only result in a limited decrease of the 
combined market shares of the Parties (varying between [30-40]-[40-50]% in the 
six local markets).  
(206)  Fifth  and as to the Parties’ criticism  of the applicable radii-based market 
definition , the market investigation did not support the Notifying Party's view that 
customers can source cases from more than 300km (see Sectio n 4.5.2). In any 
event, adding an additional 100km to the radii would still result in the Parties 
achieving significant combined market shares in the six local areas ( [20-30]-[40-
50]%). 
(207)  Sixth , due to the highly concentrated supply -side level of the market and the 
relatively small size of the majority of customers, it is unlikely that buyer power 
emanating from tenders and multi -sourcing can sufficiently counterbalance price 
increases induced by the merged entity.  
(208)  Finally , the Notifying Party asserts that the Europac Durtal plant has not in the 
past exerted a significant competitive constraint on the DSS plants in the Brittany 
region […]. However,  this is not  indicati ve with regard to its (potential) 
competitive strength in the future, […].145   
(209)  Whilst n o customer has indicated that its demand is currently supplied by both 
DSS Bretagne and Europac Durtal ,146 the market investigation results indicate 
that Europac Durtal exerts a competitive constraint on DSS in Brittany. In this 
regard, the Commission has in vestigated whether customers located in Brittany147 
have seen Europac Durtal in past tenders or would consider it as a viable option to 
supply from it . The competitive interaction between DSS and the Europac Durtal 
                                                 
141  Supplementary submission of 17 October 2018, paragraph 4.6.  
142  Replies to question 94 of Questi onnaire Q1 – CCM, Corrugated Sheets, Corrugatd Cases.  
143  Replies to question 85 of Questionnaire Q1 - CCM, Corrugated Sheets, Corrugatd Cases.  
144  Replies to question 29 to Questionnaire Q2 – Cutomers Corrugated cases and replies to question 92 of 
Questionn aire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
145  Indeed, several customers source currently from both the DSS Bretagne and the Europac Caradec for 
the same plant (replies  to question 2 of Questionnaire Q4 – Case  Customers in Western France).  
146  Repli es to question 2 of Questionnaire Q4 – Case  Customers in Western France.  
147  As defined as the administrative region of Brittany (Bretagne), comprised of four "départements", 
namely Côtes -d'Armor  (22), Finistère  (29), Ille -et-Vilaine (35) and Morbihan (56).   
38 plant in Brittany is confirmed by the fact that the customers responding to the 
market investigation indicated for the majority (77%)148 of their plants located in 
Brittany that Europac Durtal is a current supplier, past supplier, past tender 
participant or alternative supplier.149 
(210)  Therefore, t he Commi ssion considers that the Transaction raises serious doubts as 
to its compatibility with the internal market with regard to the manufacture and 
supply of conventional cases in Western France, and in particular in Brittany . 
Western France – Heavy duty corrug ated cases  
(211)  The Parties also produce heavy duty cases in Western France, leading to two 
affected local markets, when defined as radii of 300 km around DSS Normandie 
(Cabourg) and the Europac Durtal plant.  
(212)  The Commission however considers that the Transactio n does not raise serious 
doubts with regard to heavy duty cases in Western France for the following 
reasons.  
(213)  First , the increment is limited ( [5-10]-[5-10]%), brought about by the Europac 
Rouen plant in Western France, with a production of […] msqm (repres enting 
less than […]% of its total production).  
(214)  Second , the market investigation confirmed that heavy duty cases travel farther 
than conventional cases (see Section 4.5.2). Indeed, the majority of the customers 
replying to the questionnaire indicated that  the maximum distance they consider 
acceptable for the supply of heavy duty cases is between 300 -500km.150 Such 
further expansion of the geographic scope of the market decreases the Parties' 
combined market shares and/or the increment in the affected local a reas.  
(215)  With regard to the local market around DSS Normandie (Cabourg), the Parties' 
combined market share drops to [30-40]% (with an increment of [5-10]%) in a 
radius of 400km. With regard to the radius around Europac Durtal, the combined 
market share decr eases to [20-30]% in a radius of 400 km, with an increment of 
[0-5]%, and to [20-30]% in a radius of 500km, with an increment of [0-5]%.  
(216)  Third , and as detailed in Section 4.5.1, the market investigation suggests that a 
sliding scale of substitution exists  between the different case products and thus no 
sharp delineation can be made for heavy duty cases. In view of the significantly 
lower market shares of the Parties in the same geographic area with regard to 
conventional cases, which to some extent are sub stitutable with certain heavy 
duty products, it can be concluded that the market share of the Parties on the 
strictly defined heavy duty segment overestimates their market power.  
(217)  Finally , no concerns were raised in the market investigation with regard to heavy 
duty cases in Western France.  
                                                 
148  This is true even on a "département" level, 64% in Côtes -d'Armor , 75% in Finistère , 76% in Ille -et-
Vilaine and 88% in Morbihan.  
149  Replies to question 3 of Questionnaire Q4 – Case  Customers in Western France.  
150  Repl ies to question 13 of Questionnaire Q2 – Customers – Corrugated cases.  
39 (218)  Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to heavy duty 
cases in Western France.  
Northern France – Heavy duty corr ugated cases  
(219)  While the Parties' combined market shares are moderate with regard to 
conventional cases in Northern France, they achieve high market shares with 
regard to heavy duty cases, varying between [40-50]-[70-80]% in the three 
affected markets.  
(220)  The C ommission however considers that the Transaction does not raise serious 
doubts with regard to heavy duty cases in Northern France for the following 
reasons.  
(221)  First , the increment brought about by Europac is limited, [0-5]-[5-10]% in each 
local market. Indee d, the only Europac plant producing heavy duty cases in 
Northern France is Europac Rouen, with a production of […] msqm (representing 
less than […]% of its total production).  
(222)  Second , the market investigation confirmed that heavy duty cases travel farther 
than conventional cases (see Section 4.5.2). Indeed, the majority of the customers 
replying to the questionnaire indicated that the maximum distance they consider 
acceptable for the supply of heavy duty cases is between 300 -500km.151 Such 
further expansion o f the geographic scope of the market decreases the Parties' 
combined market shares and/or the increment in all three affected local areas.  
(223)  With regard to the local market around DSS St Just, the Parties' combined market 
share drops to [50-60]% (with an in crement of [0-5]%) in a radius of 400km, and 
to [20-30]% (with an increment of [0-5]%) in a radius of 500km. With regard to 
the radius around DSS Vervins, the combined market share decreases to [30-40]%  
in a radius of 400 km (with an increment of [0-5]%), and to [20-30]% in a radius 
of 500km (with an increment of only [0-5]%). Finally, as regards the local market 
around Europac Rouen, while the combined market share increases to [60-70]% 
with a 400km radius, the increment brought about by Europac is very l imited, 
only [0-5]%. As for a radius of 500km, the Parties' combined market share 
decreases to [40-50]%, with an increment of only [0-5]%.   
(224)  Third , and as detailed in Section 4.5.1, the market investigation suggests that a 
sliding scale of substitution exi sts between the different case products and thus no 
sharp delineation can be made for heavy duty cases. In view of the significantly 
lower market shares of the Parties in the same geographic area with regard to 
conventional cases, which to some extent are substitutable with certain heavy 
duty products, it can be concluded that the market share of the Parties on the 
strictly defined heavy duty segment overestimates their competitive power.   
(225)  Finally, no concerns were raised in the market investigation with r egard to heavy 
duty cases in Northern France.  
                                                 
151  Repl ies to question 13 of Questionnaire Q2 – Customers – Corrugated cases.  
40 (226)  Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to heavy duty 
cases in Northern France.  
Conclusion - France  
(227)  Given the strong position of the merged entity, the high concentration levels of 
the market, as well as customer concerns, the Commission considers that the 
Transaction raises serious doubts as to its compatibility with the internal market 
with regard to t he manufacture and supply of conventional cases in Western 
France and in particular in the Brittany region. However, the Transaction does not 
raise serious doubts in other regions of France for either conventional or heavy 
duty cases.  
 Manufacture and suppl y of corrugated cases – Spain  5.1.5.2.
(228)  In Spain, the Parties' activities overlap with regard to the manufacture and supply 
of cases, although the Transaction does not result in any affected markets on a 
national level.152 Nevertheless, at the local level the Transact ion results in 
affected markets with regard to conventional cases in Western Spain, in the 300 
km radii around (i) DSS La Coruña, (ii) DSS Pontevedra and (iii) Europac 
Cartonajes Asturiana, and with regard to heavy duty cases in North Western 
Spain and Eas tern Spain, in the 300 km radii around (iv) DSS Tecnicarton Vigo 
and (v) DSS Tecnicarton Almussafes (Valencia) respectively.  
The Notifying Party's view153 
(229)  The Notifying Party submits that the Transaction does not raise competition 
concerns with regard to cas es, or any of its sub -segments, in Spain for the 
following reasons.  
(230)  First , the Parties' combined market shares, as well as the increment brought about 
by the Transaction, are limited and strong competitors will remain on the market 
in Spain, in additional to regional and local players, so that customers will 
continue to have a range of alternative suppliers. Also, in any direction there are 
always third party plants in between DSS Pontevedra and Europac's plants, so that 
the Parties are geographically not p articularly close competitors in this radius.  
(231)  Second , the Notifying Party considers that there is overall spare capacity, and 
competitors could easily and quickly increase their production in response to a 
hypothetical rise in prices of cases, inter alia  through overtime, increasing the 
number of shifts or adding a weekend shift.  
(232)  Third, customers multi -source, and are able to exert buyer power through regular 
tenders and requests for price reductions.  
(233)  Fourth, barriers to expansion are relatively low in term s of costs and time.  
                                                 
152  For completeness, the Parties' combined market share in Spain for conventional corrugated cases is [5 -
10]%,  with an increment of [0 -5]%, and for heavy duty corrugated cases [5 -10]%, with an increment 
of [0 -5]%.  
153  Paragraphs 3.180 to 3.201 of Annex 3 to Form CO.  

42 (240)  First , the market share of [30-40]% is also due to the inclusion of the Parties' 
production facilities in Portugal, which all produce conventional case. As all 
exports from Portugal, inter alia to Spain, equ al only roughly […]% of the 
Parties' total production of cases in Portugal, the Parties' combined market share 
does not give a true representation of the competitive pressure exercised by the 
Parties on each other in respect of customers located in Western  Spain.  
(241)  Second , as regards the 300 km radius, it should be noted that (i) DSS Pontevedra 
made […]% of its sales to customers located outside of this radius, and that (ii) 
there is a number of third party plants located just outside the 300 km radius, 
inclu ding production facilities operated by Saica and Hinojosa, which could and 
potentially do supply cases within the radius.  
(242)  Third, the market investigation indicated that customers organise tenders to fulfil 
their demand and multi -source. The Commission note s that post -Transaction, 
multiple competitors will remain, such as Saica and Smurfit Kappa but also 
numerous smaller competitors. These competitors represent together a volume 
that is higher than the combined entity. As such, the customers' ability to orga nise 
tenders and multi -source will not be jeopardised.  
(243)  Fourth , the respondents to the market investigation considered that production 
can relatively quickly be increased by 10%, through overtime.154 Such a 
hypothetical increase in production by all competit ors would reduce the Parties' 
combined market share with two percentage points.   
(244)  In view of the above, the Commission considers that the Transaction does not 
raise serious doubts as regards its compatibility with the internal market with 
regard to convent ional cases in Western Spain.  
North Western Spain – Heavy duty corrugated cases  
(245)  In the 300 km radius around DSS Tecnicarton Vigo, the Parties' combined market 
share is [30-40]%, with an increment brought about by the Transaction of [5-
10]%.  
(246)  The Commission  considers nevertheless that the Transaction does not raise 
competition concerns with regard to heavy duty cases in the 300 km radius 
around DSS Tecnicarton Vigo, for the reasons set out below.  
(247)  First , DSS' market share is limited ( [5-10]%), and equals a pr oduction of heavy 
duty cases of only […] msqm. Of this […] msqm, part is generated by DSS's 
production facility in Portugal, DSS Tecnicarton Agueda. In addition, Europac's 
market share is fully generated by its production facilities in Portugal; Europac 
does not have any production facilities of heavy duty cases in North Western 
Spain.  
(248)  Second , and as detailed in Section 4.5.1, the market investigation suggests that a 
sliding scale of substitution exists between the different case products and thus no 
sharp delineation can be made for heavy duty cases. Therefore, it can be 
                                                 
154  Minutes of conference calls with sheet customer s on 30 July 2018, 31 July 2018, 2 August 2018, 3 
August 2018, 6 August 2018, 9 August 2018 and 30 August 2018 ; Replies to question s 69-71, 79 of 
Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases  
43 concluded that the combined market share of the Parties on the strictly defined 
heavy duty segment would overestimate their market power.  
(249)  Third , the market investigation confirmed that heav y duty cases travel further 
than conventional cases (see Section 4.5.2). Indeed, the majority of the customers 
replying to the questionnaire indicated that the maximum distance they consider 
acceptable for the supply of heavy duty cases is between 300 -500 km.155 Such 
further expansion of the geographic scope of the market decreases the Parties' 
combined market shares and/or the increment in the affected local areas – to [10-
20]% with a [5-10]% increment at 500 km, as there is a number of additional 
competitor  plants (including Zarrinha, Embalpacos, Jose Neves and Cartocerm 
Lda.) located outside of the 300 km radius but within 500 km of Tecnicarton 
Vigo.   
(250)  Fourth , DSS Tecnicarton Vigo and Europac are not each other's closest 
competitors because unlike Europac, Tecnicarton Vigo is not focused on 
corrugated packaging but rather on designing and producing tailor -made multi -
material solutions for its customers, using materials such as plastic, metal, foam 
and paper with corrugated packaging only being produced incid entally, as 
evidenced by the fact that the two facilities together produce only […] msqm.  
(251)  Finally, no concerns were raised in the market investigation with regard to heavy 
duty cases in North Western Spain.  
(252)  In view of the above, the Commission considers that the Transaction does not 
raise serious doubts as regards its compatibility with the internal market with 
regard to heavy duty cases in North Western Spain.  
Eastern Spain – Heavy duty corrugated cases  
(253)  The Commission considers that in view of the modera te market share (less than 
30%) and the limited increment (less than 5%), and the fact that no customers 
expressed concerns during the market investigation as regards heavy duty cases in 
Eastern Spain, the Transaction does not raise serious doubts as to it  compatibility 
with the internal market with regard to heavy duty cases in Eastern Spain.  
 Manufacture and supply of corrugated cases – Portugal  5.1.5.3.
(254)  In Portugal, the Parties' activities overlap with regard to the manufacture and 
supply of cases, and the Transa ction leads to affected markets as regards each of 
conventional and heavy duty cases.  
(255)  Concretely, the Transaction results in an affected market at na tional level, for 
conventional cases, as well as affected markets at local level, for conventional 
cases in  Northern Portugal in the 300 km radii around (i) DSS Esmoriz, (ii) DSS 
Tecnicarton Agueda, (iii) Europac Guilhabreu, (iv) Europac Leiria, and (v) 
Europac Ovar and in Southern Portugal in the 300 km radius around Europac Rio 
de Mouro, and for heavy duty ca ses in Northern Portugal, in the 300 km radii 
around (i) Europac Guilhabreu, (ii) Europac Ovar and (iii) DSS Tecnicarton 
Agueda.  
                                                 
155  Repl ies to question 13 of Questionnaire Q2 – Customers – Corrugated cases.  


46 […]% of their production to Portugal.157 For that reason, the Parties' combined 
market share may not give a true representation of their position in Northern 
Portugal.   
(267)  Second , although some complaints were raised in the course of the market 
investigation, pointing to the fact that a large portion of the market would be in 
the hands of the combined entity together with Saica,158 the Commission notes 
that post -Transaction multiple competitors will remain, such as Zarrinha ( [10-
20]%) and Smurfit Kappa ( [5-10]%), and also Sebastiao Martins,  in addition to 
numerous smaller competitors. These competitors together represent a volume 
that is substantially higher than the combined entity. As such, the customers' 
ability to organise tenders and multi -source will not be jeopardised.  
(268)  Third , the mar ket investigation showed that production can relatively quickly be 
increased by 10%, through overtime.159 Such a hypothetical increase in 
production of 10% by all competitors would reduce the Parties' combined market 
share by two percentage points.  
(269)  In view o f the above, the Commission considers that the Transaction will not raise 
serious doubts as to it compatibility with the internal market with regard to 
conventional cases in Northern Portugal.  
(270)  Irrespective of the above, the Commission notes that the remed ies proposed by 
the Notifying Party, as described in Section 6 below, will in any case reduce the 
Parties' moderate combined market share also with regard to conventional cases. 
Since Europac Ovar is active with regard to the production and supply of 
conve ntional cases as well, the remedy would decrease the Parties' combined 
market share to below 30%.  
Northern Portugal – Heavy duty corrugated cases  
(271)  In Northern Portugal, in the radii around DSS Tecnicarton Agueda, Europac 
Guilhabreu and Europac Ovar, the Par ties' combined market share for heavy duty 
cases is [30-40]%, with an increment of [5-10]% brought about by DSS.  
(272)  The Commission considers nevertheless that the Transaction does not raise 
competition concerns with regard to heavy duty cases in these radii f or the 
following reasons.  
(273)  First , DSS' market share is limited ( [5-10]%), and equals a production of heavy 
duty cases of only […] msqm. Of this […] msqm, part of which is generated by 
one of DSS's production facilities in North Western Spain, DSS Tecnicart on 
Vigo.  
                                                 
157  Replies to question 6 of RFI 8 submitted on 29 October 2018 . 
158  Replies to questions 80 -84 and 96 -99 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated 
Cases.   
159  Minutes of conference calls with sheet customer s on 30 July 2018, 31 July 2018, 2 August 2018, 3 
August 2018, 6 August 2018, 9 August 2018 and 30 August 2018 ; Replies to question s 69-71, 79 of 
Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases . 
47 (274)  Second , post -Transaction multiple competitors will remain, such as Zarrinha ( [10-
20]%), Embalpacos ( [10-20]%), Jose Neves ( [10-20]%) and Cartocer, Lda ( [5-
10]%), in addition to numerous smaller competitors.  
(275)  Third , and as detailed in Section 4.5.1,  the market investigation suggests that a 
sliding scale of substitution exists between the different case products and thus no 
sharp delineation can be made for heavy duty cases. Therefore, the combined 
market share of the Parties on the strictly defined h eavy duty segment could 
slightly overestimate their competitive power.  
(276)  Fourth , the market investigation confirmed that heavy duty cases travel further 
than conventional cases (see Section 4.5.2). Indeed, the majority of the customers 
that responded indicat ed that the maximum distance they consider acceptable for 
the supply of heavy duty cases is between 300 -500 km.160 Such further expansion 
of the geographic scope of the market decreases the Parties' combined market 
shares and/or the increment in the affected  local areas – to [20-30]% with a [0-
5]% increment at 400 km ,161 as there is a number of additional competitor plants 
within this larger radius (including Embalajes Camo, Gecoinsa and Trelaco's 
Loeches) located outside of the 300 km radius.  
(277)  Fifth , DSS and Eu ropac are not each other's closest competitors because unlike 
Europac, Tecnicarton Agueda is not focused on corrugated packaging but rather 
on designing and producing tailor -made multi -material solutions for its 
customers, using materials such as plastic, metal, foam and paper with corrugated 
packaging only being produced incidentally, as evidenced by the fact that DSS 
Tecnicarton Agueda together with DSS Tecnicarton Vigo produce only […] 
msqm.  
(278)  Finally , no concerns were raised in the market investigation with regard to heavy 
duty cases in Portugal.  
(279)  In view of the above, the Commission considers that the Transaction does not 
raise serious doubts as regards its compatibility with the internal market with 
regard to heavy duty cases in Northern Portugal.  
5.2. Horiz ontal coordinated effects  
(280)  The Commission considers that based on the limited combined market shares of 
the Parties, the Transaction is unlikely to lead to coordinated effects on the 
narrowest p lausible  markets for collection and supply of recovered paper, as well 
as for the manufacture and supply of corrugated case materials  as set out in 
Sections 4.1 -4.3. Therefore, these markets will not be further discussed in this 
section of the present decision.  
(281)  As for the markets for sheets and cases in France, Spain and Portugal, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market with regard to coordinated effects 
                                                 
160  Repl ies to question 13 of Questionnaire Q2 – Customers – Corrugated cases.  
161  If a 500 km radius would be consider ed, the Parties' combined market share would [20 -30]% with an 
[10-20]% i ncrement brought about by Europac.  
48 irrespective of the exact product and geographic market definition retained, for 
the following reasons.  
(282)  First, the sourcing of these products is organised via tenders, and therefore the 
suppliers are not aware of the pricing strategy of their competitors. The lack of 
transparency is further reinforced by the fact that prices are negotia ted bilaterally 
between suppliers and customers. Indeed, the Notifying Party is often not able to 
correctly assess its competitors' third party sales or capacity.  
(283)  The Commission therefore takes the view that the market is not sufficiently 
transparent to al low the coordinating firms to monitor to a sufficient degree 
whether other firms are deviating and thus know when to retaliate.  
(284)  Second , coordination is also unlikely as different players are active in the 
different geographic markets, making it difficult t o reach a common 
understanding on term of coordination.  
(285)  Third , suppliers differ significantly in terms of markets shares, capacity and level 
of vertical integration.  
(286)  Finally , short -term contracts and fluctuating demand, and - as for cases - the 
variety of  different box designs add to the complexity of these markets.  
5.3. Vertical non -coordinated effects  
(287)  Due to the vertically integrated nature of both Parties, the Transaction leads to 
various vertical overlaps between their activities throughout the whole value 
chain.  
5.3.1.  Collection (upstream) and supply of recovered paper (downstream)  
The Notifying Party's view  
(288)  The Notifying Party considers that in view of the limited combined market shares 
of the Parties, as well as the small increment, the Transaction is unlikely to lead to 
competition concerns on the upstream and downstream markets.162 
The Commission's assessment  
(289)  The Commission notes that the Transaction leads to vertically affected markets 
only if the markets are defined as national in scope as the Parties' combine d 
market share on the downstream market for the supply of recovered paper in 
Portugal is [30-40]% (see section 5.1.2).163 
(290)  In any event however, the Commission considers that also on markets defined as 
national in scope, the Transaction does not raise competi tion concerns for the 
following reasons.  
                                                 
162  Paragraphs 6.39 -6.41 of the Form CO.  
163  For the sake of completeness it should be mentioned that if the markets for the collection and supply of 
recovered paper were to be further sub -segmented on the basis of the diff erent paper grades, these 
submarkets would be also affected in Portugal.  
49 (291)  The Transaction is unlikely to lead to input foreclosure given the moderate 
combined market share of the Parties on the upstream market. Downstream 
competitors can easily source recovered paper from other alternativ e suppliers. 
Indeed, on an EEA -wide level the Parties' combined market share is [5-10]%. On 
a national level the only overlap is in Spain where the combined market share 
would be [0-5]%. Europac has a [30-40]% market share in Portugal where DSS is 
not acti ve in the collection of recovered paper.164 
(292)  Similarly, the merged entity is unlikely to have the ability or the incentive to 
engage in customer foreclosure, given its moderate market share on the 
downstream market for the supply of recovered paper ( [5-10]% in the EEA, less 
than [0-5]% in Spain and [30-40]% in Portugal) and the very limited increment 
brought about by the Transaction (not exceeding [0-5]%). 
(293)  Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatib ility with the internal market with regard to the vertical 
link between the Parties' activities on the markets of collection and supply of 
recovered paper, irrespective of the exact product and geographic market 
definition upheld.  
5.3.2.  Supply of recovered paper  (upstream) and manufacture and supply of CCM 
(downstream)  
The Notifying Party's view  
(294)  The Notifying Party considers that in view of the limited combined market shares 
of the Parties, as well as the small increment, the Transaction is unlikely to lead to 
competition concerns on the upstream and downstream markets.165 
The Commission's assessment  
(295)  The Commission notes that given that recovered paper is only an input product 
for recycled CCM, whereas kraftliner and virgin wood fibre fluting should not be 
taken int o account when analysing the Transaction's potential impact due to the 
vertical link between the Parties' activities on the upstream and downstream 
markets. Furthermore, given the at least EEA -wide scope of the downstream 
market confirmed by the market inv estigation (see Section 4.3.2), the appropriate 
geographic scope of the vertical analysis should be at least EEA -wide. Therefore, 
the Transaction does not lead to vertically affected markets in this regard.  
(296)  The Commission considers that irrespective of the  exact market definition, the 
Transaction does not raise competition concerns for the following reasons.  
(297)  The Transaction is unlikely to lead to input foreclosure as the combined market 
share of the Parties is moderate on the upstream market, therefore down stream 
competitors can easily source recovered paper from other alternative suppliers. 
Indeed, on an EEA -wide level the Parties' combined market share is [5-10]%. 
(298)  Similarly, the merged entity is unlikely to have the ability or the incentive to 
engage in cu stomer foreclosure, given its moderate market share on the 
                                                 
164  Notifying Party's reply to question 4 of RFI5 on 11 October 2018.  
165  Paragraphs 6.39 -6.41 and 6.49 of the Form CO.  
50 downstream market for the manufacture and supply of recycled CCM ( [5-10]%) 
and the limited increment brought about by the Transaction ( [0-5]%). 
(299)  Therefore, the Commission considers that the Transact ion does not raise serious 
doubts as to its compatibility with the internal market with regard to the vertical 
link between the Parties' activities on the markets of the supply of recovered 
paper and the manufacture and supply of recycled CCM.  
5.3.3.  Manufacture and supply of CCM (upstream) and corrugated sheets (downstream)  
The Notifying Party's view  
(300)  The Notifying Party submits that the Transaction does not lead to input or 
customer foreclosure concerns based on the merged entity's limited upstream 
market presence, as well as its moderate demand for CCM products.166 
The Commission's assessment  
(301)  The Commission notes that the Transaction leads to vertically affected markets 
only if national or local sheet markets  are considered . However, the upstream 
market for the manufacture and supply of CCM  is EEA -wide.  
(302)  The Commission considers that the merged entity will not have the ability or 
incentive to engage in input foreclosure for the following reasons.  
(303)  First , the fact that the Parties' upstream market shares do not exceed 10% with 
regard to any of the CCM products suggest that the merged entity will not have a 
significant degree of market power in relation to any CCM product. Without a 
significant degree of market power in relation to any CCM product, the merged 
entity is unlikely to  have a significant influence on the conditions of competition 
in relation to CCM products in a manner that could lead to input foreclosure 
concerns . 
(304)  Second , although some customers raised concerns in the market investigation 
with regard t o the Transaction's potential negative impact on the sourcing of 
CCM, and in particular kraftliners,167  this view was not widely shared by market 
participants.  
(305)  The majority of the Parties' CCM customers responding to the questionnaire 
indicated that they wo uld be able to find alternative suppliers should the Parties 
stop supplying them or supply them at significantly worse conditions post -
transaction.168 Furthermore, the majority indicated that the Transaction will have 
no impact on their company in sourcing t hese products.169 
                                                 
166  Paragraphs 6.105 -6.113 of the Form CO.  
167  Minutes of a confere nce call with a competitor on 30 July 2018, paragraphs  29-30; repl ies to questions 
47 and 56 -59 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases and repl ies to 
question 24 of Questionnaire Q3 – Competitors Corrugated Case Materials.  
168  Repl ies to question 47 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases and repl ies 
to question 14.2 of Questionnaire Q3 – Competitors Corrugated Case Materials.  
169 Repl ies to question 56 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Case s and repl ies to 
question 24 of Questionnaire Q3 – Competitors Corrugated Case Materials.  
51 (306)  The majority of the competitors and customers replied that the Transaction will 
not have a negative impact on the intensity of competition, the price level or the 
volumes available.170 
(307)  Third , the market investigation confirmed that third part y capacity expected in  the 
market in the next 5 years (in form of capacity expansions) would be able to 
counterbalance the effect of a potential internalisation strategy of the merged 
entity.171 
(308)  Indeed, competitors indicated with regard to all CCM products p roduced by the 
Parties (kraftliner, testliner, HP recycled fluting and standard recycled fluting) 
that they either expect the demand and the supply to be balanced in the future or 
predict oversupply.172 Similarly, the majority of customers describe the prese nt 
situation as and expects for the future a balance between the demand and supply 
with regard to these products,173 and predicts no sourcing difficulties in the 
future.174 
(309)  Fourth , although the Parties are already vertically integrated, they use only a 
proport ion of their CCM production internally, and they supply their downstream 
competitors with CCM products.175 
(310)  Finally , the Commission notes that – similarly to the Parties – some downstream 
competitors are vertically integrated, manufacturing themselves CCM, th erefore 
any input foreclosure strategy would have limited effect on them.  
(311)  The Commission considers that the Transaction does not lead to customer 
foreclosure concerns either.  
(312)  First , the merged entity will not have a significant degree of market power on t he 
downstream market; the Parties' combined demand on the merchant market 
represents [10-20]% of the total EEA demand for CCM.176 This figure does not 
significantly differ should one look at the demand for individual  CCM 
products.177 Therefore, upstream compet itors of the Parties have sufficient 
economic alternatives to sell their output  across the EEA . 
                                                 
170  Repl ies to questions 25 -27 of Questionnaire Q3 – Competitors Corrugated Case Materials, repl ies to 
questions 57 -59 of Questionnaire Q1 – CCM, Corrugated Sheets, Co rrugated Cases.  
171  Replies  to question 19 of Questionnaire Q3 – Competitors Corrugated Case Materials and replies  to 
question 51 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
172  Replies  to question 21 of Questionnaire Q3 – Competitors Corrugated Case Materials.  
173  Replies  to questions 52 -53 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Cases.  
174  Replies  to question 55 of Questionnaire Q1 – CCM, Corrugated Sheets, Corrugated Ca ses and replies  
to question 23 of Questionnaire Q3 – Competitors Corrugated Case Materials.  
175  In 2017, DSS used […]% of its kraftliner, […]% of its testliner and […]% of its standard recycled 
fluting production internally. Europac used […]% of its kraftli ner, […]% of its testliner, […]% of its 
HP recycled fluting and […]% of its standard recycled fluting production.  
176  Paragraph 6.105 of the Form CO.  
177 The Parties' combined demand represents [20 -30]% of the total kraftliner demand, [5 -10]% of the total 
testliner demand, [10 -20]% of the total semi -chemical fluting demand (and similarly of the total NSCF 
and SCF demand) and [10 -20]% of total recycled fluting demand (and similarly of the total HP 
recycled and standard recycled fluting demand). (Reply to questi on 1 of RFI8 submitted on 29 October 
2018).  
52 (313)  Second , although both Parties are already vertically integrated, they do source 
CCM products from third parties, either because they do not produce the specific  
product themselves ( e.g. neither of the Parties produce virgin wood fibre flutings) 
or because of  cost efficiency. This strategy is unlikely to change post -transaction.  
(314)  Finally  and consistent with the above , no concerns were raised in the market 
investigation with regard to customer foreclosure.  
(315)  Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to the vertical 
link between the Parties' activities on the markets of the manufacture and supply 
of CCM and the manufacture and supply of sheets irrespective of the exact 
product and geographic market definition upheld.  
5.3.4.  Manufacture and supply of corrugated sheets (upstre am) and corrugated cases 
(downstream)  
(316)  The Commission notes that the local scope of the upstream and downstream 
markets differs based on the market investigation results ; while the local scope of 
the upstream sheet markets is 400 km, that of the downstream case markets is 
300km .178 Therefore, it is not possible to clearly identify the vertically affected 
local markets , given that more than one downstream market can fall under a 
specific upstream market . In order to  be able to  assess the potential impact of the  
Transaction due to the vertical link between the Parties' activities in the 
manufacture and supply of sheets and cases, the Commission uses the local 
market shares in the local markets around the production plants of the Parties as 
presented in Sections 5 .1.4 and 5.1.5 as proxies  because the Commission 
considers that they are representative for the competitive landscape in the affected 
markets . 
 France  5.3.4.1.
(317)  On a national level, the Transaction does not lead to vertically affected markets, 
however, with regard to  local level, it leads to affected markets in the local 
markets around (i) DSS Kunheim, (ii) DSS Velin, (iii) DSS Dauphine, (iv) 
Europac La Rochette, (v) DSS Atlantique, (vi) DSS Bretagne, (vii) DSS 
Normandie, (viii) DSS Vervins, (ix) DSS Normandie (Cabour g), (x) DSS 
Thouarce and (xi) Europac Durtal for conventional sheets and cases; as well as in 
the local markets around  (xii) DSS St Just, (xiii) DSS Vervins, (xiv) Europac 
Rouen, (xv) DSS Normandie (Cabourg), (xvi) Europac Durtal and (xvii) DSS 
Larousse ( Tigy) for heavy duty sheets and cases.  
The Commission's assessment  
(318)  The Commission takes the view that the Transaction does not lead to input 
foreclosure concerns for the following reasons.  
(319)  First , based on the Parties' market shares179 and in particular, the very limited 
increment on the upstream markets (not exceeding [0-5]% on the affected 
                                                 
178  This is larger for heavy duty sheets and cases as explained in Sections 4.4.2 and 4.5.2.  
179  Varying between [30 -40]-[40-50]%, depending on the affected local market concerned.  
53 markets), it is unlikely that the merged entity will have, as a result of the 
Transaction, a significant degree of market power on the upstream market and 
therefore the ab ility to significant ly influence the conditions of competition in the 
upstream market and thus possibly the prices and supply conditions in the 
downstream market (see Section 5.1.4.1).  
(320)  Second , the Commission notes with regard to the incentive of the merged entity to 
engage in input foreclosure that although the Parties are already vertically 
integrated, they do not use all of their sheet production internally, and they supply 
– although to a lim ited extent - their downstream competitors with sheets.180 This 
indicates that it is economically profitable for vertically integrated undertakings to 
supply their downstream competitors. There is no indication that this would 
change due to the Transaction.  
(321)  Finally , the Commission notes that – similarly to the Parties – some downstream 
competitors such as Smurfit Kappa, Saica, VPK or International Paper are 
vertically integrated, manufacturing themselves sheets, therefore any input 
foreclosure strategy would  have a limited effect on them.  
(322)  The Commission considers that the Transaction does not lead to customer 
foreclosure concerns either, because the Parties – already pre -transaction – 
internalise to a great extent their sheet demand, and therefore account fo r only [5-
10]% of the total merchant demand for sheet s in France.181 
(323)  Therefore, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to the vertical 
link between the Parties'  activities on the markets of the manufacture and supply 
of sheets (upstream) and cases (downstream) in France irrespective of the exact 
product and geographic market definition.  
 Spain  5.3.4.2.
(324)  On a national level the Transaction does not lead to vertically affecte d markets, 
however, with regard to local level, it leads to affected markets in the local 
markets around (i) Europac Due ñas, (ii) DSS Dicesa (Sant Pere de Riudebitlles), 
(iii) DSS Flak (Olerdola), (iv) Europac Torrelavit, (v) DSS La Coru ña and (vi) 
DSS Pontevedra with regard to conventional sheets and cases, as well in the local 
market around (vii) DSS Tecnicarton Vigo with regard to heavy duty sheets and 
cases.  
The Commission's assessment  
(325)  The Commission takes the view that the Transaction does not lead to input 
foreclosure concerns for the following reasons.  
(326)  First , as explained in detail in Section 5.1.4.2, the Commission takes the view that 
it is unlikely that the merged entity will have, as a result of the Transaction, a 
                                                 
180  DSS uses around […]%, Europac […]% of its sheets production in France internally (reply to question 
4 of RFI8 submitted on 29 October 2018).  
181  Reply to question 3 of RFI8 submitted on 29 October 2018.  
54 significant degree of market po wer on the upstream market182 and therefore  the 
ability to  significant ly influence the conditions of competition in the upstream 
market and thus possibly the prices and supply conditions in the downstream 
market (see Section 5.1.5.2).  
(327)  Second , the Commission notes with regard to the incentive of the merged entity to 
engage in input foreclosure that although the Parties are already vertically 
integrated, they do not use all of their sheet production internally, and they supply 
– although to a limited extent - their downstream competitors with sheets.183 This 
indicates that it is economically profitable for vertically integrated undertakings to 
supply their downstream competitors. There is no indication that this would 
change due to the Transaction.  
(328)   Finally , the Commission notes that – similarly to the Parties – some downstream 
competitors are vertically integrated, manufacturing themselves sheets, therefore 
any input foreclosure strategy would have limited effect on them.  
(329)  The Commission considers that the Transa ction does not lead to customer 
foreclosure concerns either, because the Parties – already pre -transaction – 
internalise to a great extent their sheet demand, and therefore account for only [0-
5]% of the total merchant demand for sheet s in Spain.184 
(330)  Therefor e, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to the vertical 
link between the Parties' activities on the markets of  the manufacture and supply 
of sheets (upstrea m) and cases (downstream) in Spain irrespective of the exact 
product and geographic market definition.  
 Portugal  5.3.4.3.
(331)  The Transaction leads to vertically affected markets on a national level with 
regard to conventional sheets and cases. Furthermore, it leads to affected markets 
in the local markets around (i) DSS Esmoriz, (ii) Europac Guilhabreu, (iii) 
Europac Ovar, (iv) Europac Leiria, (v) Europac Rio de Mouro and (vi) DSS 
Tecnicarton Agueda with regard to conventional sheets and cases, as well in the 
local mark ets around (vii) Europac Guilhabreu, (viii) Europac Ovar and (ix) DSS 
Tecnicarton Agueda with regard to heavy duty sheets and cases.  
The Notifying Party's view  
(332)  The Notifying Party argues that post -transaction DSS will not have the ability to 
foreclose riva l case suppliers for the following reasons.  
(333)  First , in a hypothetical event of the merged entity no longer supplying its 
downstream competitors, they could still access over 50% of the conventional 
sheet market. The Notifying Party points out  that with rega rd to heavy duty 
                                                 
182  The combined market shares of the Parties is [20 -30]% on a national conventional sheet market (with 
an increment of [10 -20]%) and vary between [20 -30]-[50-60]% on the affected local markets (both 
conventional and heavy duty sheet), with and increment of [5 -10]-[20-30]%.  
183  DSS uses around […]%, Europac […]% of its sheets production in Spain internally (reply to question 
4 of RFI8 submitted on 29 October 2018).  
184  Reply to question 3 of RFI8 submitted on 29 October 2018.  
55 sheets, the Transaction does not alter the merged entity's ability to foreclose as the 
Transaction does not result in any increment.  
(334)  Second , Saica's recently opened sheet feeder facility has already had significant 
success in winning new b usiness and it could alone defeat any attempted 
foreclosure strategy by the merged entity.  
(335)  Third , the majority of the Parties' key competitors in Portugal are already 
vertically integrated.  
(336)  Fourth , the Notifying Party argues that imports are present on the  Portuguese 
market and can be easily increased.185 
(337)  Furthermore, the Notifying Party submits that the Transaction will not provide 
DSS with the ability to foreclose rival sheet suppliers as (i) the Transaction results 
in a downstream increment of only [5-10]% for conventional and [0-5]% for 
heavy duty cases on a national level and (ii) because the Parties' activities in the 
downstream affected markets account for only a small fraction of demand for 
sheet s as the Parties currently self -supply to a great extent.186 
The Commission's assessment  
(338)  The Commission takes the view that the Transaction is likely to lead to input 
foreclosure with regard to conventional sheets for the following reasons.  
(339)  First , as discussed in detail in Section 5.1.4.3, the upstream market is rather 
concentrated. The Parties combined market shares are high, [40-50]% on a 
national level (with an increment of [10-20]%) and varying between [50-60]% 
and [50-60]% on a local level (w ith an increment of [10-20]-[20-30]%).  
(340)  Second , Saica's future position on the market appears to be  overestimated by the 
Notifying Party and as such is not sufficient to counterbalance the merged entity's 
potential foreclosure strategy.  
(341)  Third , the Commission notes that imports (and exports) are taken into account in 
the national market shares which already shows high concentration and thus it is 
unlikely that upstream competitors – located in or outside Portugal - could 
successfully offset the negat ive impact of a potential input foreclosure strategy.  
(342)  Therefore, the Commission considers that such concentration confers a significant 
degree of market power to the merged entity on the upstream market, and 
consequently an ability to engage in input forec losure.  
(343)  Furthermore, as for the incentive of the merged entity to engage in input 
foreclosure, the Commission takes the view that given that cases are more 
complex and thus more profitable products (as also apparent from the margin data 
provided by the Par ties), the merged entity would have an incentive to limit its 
sheets sales to its competitors, in order to gain profits from expanding its 
downstream sales.  
                                                 
185  Paragraph 6.117  of the Form CO.  
186  Paragraph 6.115 of the Form CO.  
56 (344)  The Commission takes however note that the effects of a potential input 
foreclosure remedy would b e lessened by the fact that some of the Parties' 
downstream competitors are themselves vertically integrated. However, smaller 
non-integrated downstream competitors still represent around 20% of the 
downstream market.  
(345)  The Commission on the other hand consi ders that the Transaction does not lead to 
customer foreclosure concerns, because the Parties – already pre -transaction – 
internalise the overwhelming majority, and for Europac all - of their sheet 
demand, and therefore account for only [0-5]% of the total  merchant demand for 
sheet s in Portugal.187 
(346)  Therefore, the Commission considers that the Transaction raises serious doubts as 
to its compatibility with the internal market with regard to the vertical link 
between the Parties' activities on the markets of the  manufacture and supply of 
conventional sheets and cases in the relevant local markets in Portugal.  
5.4. Conclusion on competitive assessment  
(347)  The Commission considers that the Transaction raises serious doubts as to its 
compatibility with the internal market wi th regard to  
(a) horizontal non -coordinated effects in the market of manufacture and 
supply of conventional sheets in Portugal and its local markets;  
(b) horizontal non -coordinated effects in the market of manufacture and 
supply of conventional cases in Western F rance, and in particular in 
Brittany; and  
(c) vertical non -coordinated effects regarding the Parties' activities in the 
markets of manufacture and supply of conventional sheets and cases in 
Portugal.  
6. PROPOSED REMEDIES  
(348)  In order to render the concentration compa tible with the internal market, the 
undertakings concerned have modified the notified concentration by entering into 
the following commitments (the "Commitments"), which are annexed to this 
decision and form an integral part thereof.188 
(349)  As per the Commitment s, the Notifying Party has proposed to divest:  
(i) the "DSS Normandie plants", comprising a box plant ("DSS Normandie") and 
a sheet plant (“DSS Normandie (Cabourg)”) for the manufacture and supply of 
conventional cases in Western France and in particular in Brittany, and  
                                                 
187  Reply to question 3 of RFI8 submitted on 29 October 2018.  
188  The Notifying Party submitted commitments first on 22 October 2018, then modified it on 25 October 
2018 and 5 November 2018. Given that these modifications were not of major significance, the 
Commission only analyses the Commitments in the ir final form.  
57 (ii) Europac’s Ovar box plant for the manufacture and supply of conventional 
sheets in Portugal . 
(350)  Specifically, the Notifying Party commits to divest:  
6.1. For DSS Normandie plants189  
(a) all tangible assets owned by DSS and necessary for the product ion, 
servicing and sale of all products and product lines manufactured in the 
DSS Normandie plants;  
(b) a non -exclusive, non -transferrable, royalty -free, perpetual licence for the 
benefit of the business currently carried on by the DSS Normandie plants, 
for an y intangible asset that is necessary for the development, production, 
servicing and sale of the products currently manufactured at the DSS 
Normandie plants;  
(c) all licences, permits and authorisations necessary to produce the products 
manufactured at the DSS Normandie plants to the extent transferrable 
under applicable law;  
(d) all external customer contracts relating to the products manufactured at the 
DSS Normandie plants – with the exception of five contracts as listed in 
Annex 2 of the Commitments –, and all o ther external contracts, 
agreements, leases and commitments necessary for the business of the 
DSS Normandie plants;  
(e) all customer accounts, orders and credit records or portions thereof 
relating to the products manufactured at the DSS Normandie plants, other 
than those relating to the customers listed in Annex 2 of the 
Commitments;  
(f) the Personnel listed in Annex 3 of the Commitments, to the extent still 
employed on the Effective Date;  
(g) all Key Personnel listed in Annex 3 of the Commitments, to the extent s till 
employed on the Effective Date;  
– […]. 
6.2. For Europac Ovar  
(a) all tangible assets owned by Europac and necessary for the production, 
servicing and sale of all products and product lines manufactured in 
Europac Ovar;  
(b) a non -exclusive, non -transferrable, royalty -free, perpetual licence  for any 
intangible asset that is necessary for the development, production, 
servicing and sale of the products currently manufactured at Europac 
Ovar;  
                                                 
189  Paragraphs 1 -7 of the Schedule of the Commitments.  
58 (c) all licences, permits and authorisations necessary to produce the products 
manu factured at the Europac Ovar to the extent transferrable under 
applicable law;  
(d) all external customer contracts relating to the products manufactured at 
Europac Ovar and all other external contracts, agreements, leases and 
commitments necessary for the busi ness of Europac Ovar;  
(e) all customer accounts, orders and credit records or portions thereof 
relating to the products manufactured at Europac Ovar;  
(f) the Personnel listed in Annex 5 of the Commitments, to the extent still 
employed on the Effective Date;  
(g) all Ke y Personnel listed in Annex 5 of the Commitments, to the extent still 
employed on the Effective Date;  
– […]. 
(351)  In addition, the undertakings concerned have entered into related commitments, 
inter alia  regarding the separation of the divested businesses from t heir 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.  
(352)  The Parties consider that these remedies would eliminate any serious doubts 
which may be identified by the Commission in relation to (i) the supply of 
conventional sheets in Portugal and (ii) the supply of conventional cases in the 
300km radius around DSS Bretagne (Brittany). In particular, the P arties are of the 
view that:  
(a) the proposed remedies would effectively remove the overlap between the 
Parties in the areas of concern identified by the Commission;  
(b) the plants are high -quality and competitive plants with substantial 
revenues and strong EBITDA , and ideally suited and well -positioned to 
compete effectively with the Parties’ plants in the areas of concern; and  
(c) the proposed remedies offer a purchaser significant potential to expand 
production with substantial spare capacity and scope for additiona l 
capacity. It includes the necessary assets and personnel to ensure the 
plants’ viability and competitiveness on a lasting basis.190 
                                                 
190  Paragraph 2.2 of the Form RM.  
59 7. ASSESSMENT OF THE PRO POSED REMEDIES  
7.1. DSS Normandie plants – manufacture and supply of corrugated cases in 
Brittany (Western F rance)  
7.1.1.  Suitability of the Commitments to remove serious doubts  
(353)  The overlap between the Parties' activities in Western France stems from the 
Europac Durtal plant, which in 2017 sold […] msqm conventional cases to third 
parties.191 The DSS Normandie plants in turn had third party sales of […] 
msqm.192 Therefore, the Commission considers the Commitments would 
effectively remove close to the full overlap between the Parties with regard to 
conventional cases in Western France.193 
(354)  Furthermore, DSS Normandie is 50km clo ser to DSS Bretagne than Europac 
Durtal, suggesting that it is particularly well placed to serve customers across 
Western France, including Brittany.  
(355)  The market test has also confirmed the suitability of the Commitments, as the 
majority of the market test participants indicated that they consider that the 
Commitments would remove the competition concerns in respect of the 
manufacture and supply of cases  in the local relevant markets in Western 
France.194 
7.1.2.  Viability of the Divestment Business  
(356)  The DSS Normandie plants are profitable, in the last financial year of 2017/2018, 
they have achieved a turnover of EUR […] with an EBITDA of EUR […].195 
(357)  The majority of t he respondents in the market test also indicated that the 
Purchaser of the DSS Normandie plants can effectively compete in Western 
France on a lasting basis with regard to cases.196 
(358)  Therefore, the Commission considers that the DSS Normandie plants constitute  a 
viable business should they be acquired by a suitable Purchaser.  
7.1.3.  Purchaser criteria and buyers  
(359)  In response to the comments made in the market test that the Purchaser of the 
DSS Normandie plants should have proven expertise in the paper industry,197 the 
                                                 
191  Annex 13.2 of the Form CO.  
192  DSS Normandie sold […] msqm, while DSS Normandie (Cabourg) […] msqm conventional cases to 
third parties (Annex 13.2 of th e Form CO).  It should be further noted that DSS Normandie had 
intragroup sales of […] msqm in 2017 (Annex 13.2 of the Form CO).  
193  Although the Commission does not consider that the Transaction raises serious doubts as to its 
compatibility with the interna l market with regard to corrugated sheets in Western France, for the sake 
of completeness, the Commission notes that Europac Durtal, as well as the DSS Normandie plants also 
produce and sell conventional sheets ([…] msqm and […] msqm, respectively).  
194  Replies to question 5 of Questionnaire Q4 – Case Customers in Western France and to question 4 of 
Questionnaire Q5 – Case Competitors in Western France.  
195  Paragraph 2.33 of the Form RM.  
196  Replies to question 7 of Questionnaire Q4 – Case Customers in Western France and to question 7 of 
Questionnaire Q5 – Case Competitors in Western France.  
60 Commitments198 require the suitable Purchaser to have existing activities in the 
paper industry, including (but not limited to) activities in the production of 
corrugated case materials and/or sheet s and/or case s. The Commission considers 
that if acquired by a Purchaser fulfilling this requirement, the DSS Normandie 
plants will be able to remain a viable and active competitive force in competition 
with the merged entity and other competitors.  
(360)  Based on the market test results,199 the Commission considers that the DSS 
Normandie plants are perceived as an attractive business, which is further 
confirmed by the fact that a competitor of the Parties has expressed preliminary 
interest in acquiring the DSS Normandie plants.200 
7.1.4.  Conclusion  
(361)  For the reasons outlined above, the Commitments entered into by the Notifying 
Party are sufficient to eliminate the serious doubts  as to the compatibility of the 
Transaction with the internal market with regard to the manufacture and supply of 
cases in Wes tern France and in particular in Brittany as a result of horizontal non -
coordinated effects.  
7.2. Europac Ovar  
7.2.1.  Suitability of the Commitments to remove serious doubts  
(362)  Europac had external sales in 2017 of […] msqm of sheets. It is by far Europac's 
production fa cility with the most sheet sales in Portugal. All other Europac plants 
with sales in Portugal ( i.e. Europac Leiria, Europac Lisboa and Europac 
Guilhabreu) account for only […] msqm of sheet sales in total. As such, the 
increment arising from the Transactio n would be largely eliminated, to roughly 
[0-5]% of sales.  
(363)  In addition, Europac Ovar is well located to compete for customers across 
Portugal ,201 and only 9 km away from DSS Esmoriz.202 Also, Europac 
continuously implemented improvements on the existing equip ment, also in 2018.  
(364)  The results of the market test indicated that the divestment of Europac Ovar to a 
suitable purchaser is sufficient to remove the competition concerns raised by the 
Transaction.  Indeed, whilst some market test participants refrained fro m taking a 
position on this point, of those that did , a majority indicated that they consider 
that the Commitments would remove the competition concerns in respect of the 
manufacture and supply of sheets in the relevant local markets  in Portugal . 
                                                                                                                                                 
197  Replies to questions 13 -16 of Questionnaire Q4 – Case Customers in Western France and to question s 
12-15 of Questionnaire Q5 – Case Competitors in Western France.  
198  As modified on 5 November 2018.  
199  Replies to question 11 of Questionnaire Q4 – Case Customers in Western France and to question 10 of 
Questionnaire Q5 – Case Competitors in Western France.  
200  Replies to question 18 of Questionnaire Q5 – Case Competitors We stern France.  
201  […].  
202  Paragraphs  2.7 – 2.18 of the Form RM.  
61 7.2.2.  Viability  of the Divestment Business  
(365)  Europac Ovar are profitable, with a turnover of EUR […] with an EBITDA of 
EUR […].203 
(366)  A majority of respondents considered that Europac Ovar would be viable so that a 
suitable purchaser could effectively compete on a lasting basis  as regards the 
manufacture and supply of sheets in Portugal provided that Europac Ovar's 
customers would be transferred along with it according to several respondents. 
The terms of the Commitments address this point raised by several respondents. 
Indeed, the Parties commit to use their best efforts to transfer or assign the 
applicable aspects of all customer contracts along with Europac Ovar.204 
7.2.3.  Purchaser criteria and buyers  
(367)  Furthermore, a majority of respondents indicated that Europac Ovar would be an 
attractive business opportunity, for a purchaser that is an established industrial 
player.205 Indeed, the market test indicated that a purchaser complying with the 
relevant criteria of financial stability and expertise would be in a position to be an 
effective fo rce able to compete against the combined entity post -Transaction, 
provided that it has previous experience in the industry. As such, the 
Commitments206 require the Purchaser to be approved to have existing activities 
in the paper industry, including (but not  limited to) activities in the production of 
corrugated case materials and/or sheet s and/or case s. The Commission considers 
that if acquired by a Purchaser fulfilling this requirement, Europac Ovar will be 
able to remain a viable and active competitive for ce in competition with the 
merged entity and other competitors.  
7.2.4.  Conclusion  
(368)  For the reasons outlined above, the commitments entered into by the undertakings 
concerned are sufficient to eliminate the serious doubts as to the compatibility of 
the transaction with the internal market in relation to the manufacture and supply 
of sheets in Portugal, as well as with regard to the vertical link between the 
Parties' activities on the markets of the manufacture and supply of conventional 
sheets and cases in Portugal.  
(369)  The commitments in section B of the Annex constitute conditions attached to this 
decision, as only through full compliance therewith can the structural changes in 
the relevant markets be achieved. The other commitments set out in the Annex 
constitute obli gations, as they concern the implementing steps which are 
necessary to achieve the modifications sought in a manner compatible with the 
internal market.  
                                                 
203  Paragraph 2.18 of the Form RM.  
204  Paragraph  5.18(vii) of the Form R M. 
205  Replies to questions 1, 3, 6 -8 of Questionnaire Q6  – Market Test Portugal.  
206  As modified on 5 November 2018.  
62 8. CONCLUSION  
(370)  For the above reasons, the Commission has decided not to oppose the notified 
operation as mo dified 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 conditions in section B  of the commitments annexed to the 
present decision and with the oblig ations contained in the other sections of the 
said commitments. This decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation and Article 57 of the EEA 
Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
5 November 2018  
224248/10222   EC  555616647   13  CMR   050419:1353  Case M. 8915  – DS Smith / Europac  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), DS 
Smith Plc  (“DSS” or the “ Notifying Party ”) hereby enter s into the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to 
rendering the acquisition of the entire issued shareholding of Papeles y Cartones de Europa, 
S.A. (“Europac ”, and together with DS S, the “ Parties ”) by DS Smith  Plc (the “ Concentration ”) 
compatible with the internal market and the functioning of the EEA Agreement.  
This text shall be interpreted in light of the Com mission’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 fra mework of European 
Union law, in  particular in light of the Merger Regula tion, 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 ”). 
2 
EC  555616647  SECTION A.  DEFINITIONS  
1. For the purpose of the Commitments, the follo wing terms shall have the following 
meaning:  
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 an d 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 "). 
Assets : the assets that contribute to the current op eration or are necessary to ensure 
the viability and competitiveness of the Divestment Business es as indicated in Section  
B, paragraph 6(i), 6(ii) and 6(iii) and described  in more detail in the Schedule.  
Closing : the transfer of the legal title to the Divestment Business es to the Purchaser (s). 
Closing Period : the period of […]from the approval of the Purchaser (s) and the terms 
of sale by the Commission.  
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 conflic t of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Divestment Business es: the businesses as defined in Section B and in the Schedule 
which the Notifying Party  commit s to divest.  
Divestitur e Trustee : one or more natural or legal person(s) who is/are approved by t he 
Commission and appointed by DSS and who  has/have received from DSS the exclusive 
Trustee Mandate to sell the Divestment Business es to one or more Purchaser (s) at no 
minimum price.  
DSS: DS Smith Plc, incorporated under the laws of England and Wales, w ith its 
registered office at 350 Euston Road, London NW1 3AX  and registered with the 
Commercial/Company Register at Companies House under number 1377658 . 
DSS Normandie: DSS’ s box plant located at Avenue de la Gare, 50160 Torigni -sur-
Vire, France.  
DSS Normandie (Cabourg):  DSS’ s sheet plant located at ZAC de Cabourg Village 47, 
14390 Cabourg, France.  
DSS Normandie  plants : DSS Normandie and DSS Normandie (Cabourg) . 
Effective Date : the date of adoption of the Decision.  
Europac Ovar: Europac’s box plant located at Zona Industrial de Ovar, Apartado 92, 
3881 -902, Ovar, Portugal.  
3 
EC  555616647  First Divestiture Period : the period of […]from the Effective Date.  
Hold Separate Manager : the person or pe rsons appointed by DSS for the Divestment 
Business es 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 es, as li sted in the Schedule, including the Hold Separate 
Manager.  
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by DSS, and who has/have the duty to monitor DSS’s 
compliance with the conditions and obligations attached to the Decision.  
[…]  
Parties: DSS (the Notifying Party) and Europac (the undertaking that is the target of the 
Concentration) . 
Personnel : all staff currently employed by the Divestment Business es, including staff 
seconded to the Dives tment Business es, shared personnel as well as the additional 
personnel listed in the Schedule.  
Purchaser (s): the entity  or entities  approved by the Commission as acquirer (s) of the 
Divestment Business (es) in accordance with the criteria set out in Section D.  
Purchaser (s) Criteria : the criteria laid down in paragraph 16 of these Commitments 
that the P urchaser (s) must fulfil in order to be approved by the Commission.  
Schedule : the schedule to these Commitments describing in more detail the 
Divestment Business es. 
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Truste e Divestiture Period : the period of […] from the end of the First Divestiture 
Period.  
SECTION B.  THE COMMITMENT TO DIVEST AND THE DIVESTMENT 
BUSINESS ES 
Commitment to divest  
2. In order to maintain effective competition, DSS commits to divest, or procure the 
divestiture of the Divestment Business es by the end of the Trustee Divestiture Period as 
a going concern to a purchaser  or purchasers  and on terms of sale approved by the 
Commission in accordance with the procedure described in paragraph 17 of these 
Commitments .  To carry out the divestiture, DSS commits to find a purchaser  or 
purchasers  and to enter into a final binding sale and purchase agreement (s) for the sale 
of the Divestment Business es within the First Divestiture Period .  If DSS has not 
entered into such  an agreement (s) at the end of the First Divestiture Period, DSS shall 
4 
EC  555616647  grant the Divestiture Trustee an exclusive mandate to sell the Divestmen t Business es in 
accordance with the procedure described in paragraph 29 in the Trustee Divestiture 
Period.  
3. DSS shall be deemed to have complied wit h this commitment if:  
(i) by the end of the Trustee Divestiture Period,  DSS or the Divestiture Trustee has 
entered into one or more final binding sale and purchase agreement (s) and the 
Commission approves the proposed purchaser (s) and the terms of sale as 
being consistent with the Commitments in accordance with the procedure 
described in paragraph 17; and  
(ii) the Closing of the s ale of the Divestment Business es to the Purchaser (s) takes 
place within the Closing Period.  
4. In order to maintain the structural effect of the Commitments, the Notifying Party  shall, 
for a period of 10 years after Closing, not acquire, whether directly or i ndirectly, the 
possibility of exercising influence (as defined in paragraph 42 of the Remedies Notice, 
footnote 3) over the whole or part of the Div estment Business es, unless, following the 
submission of a reasoned request from the Notifying Party  showing good cause and 
accompanied by a report from the Monitoring Trustee (as provided in paragraph 43 of 
these Commitments), the Commission finds that the structure of the market has 
changed to such an extent that the absence of influence over the Divestment 
Business es is no longer necessary to rende r the proposed concentration compatible 
with the internal market.  
Structure and definition of the Divestment Business es 
5. The Divestment Business es consist  of: 
(i) Europac Ovar , as described in further detail in the Schedule; and  
(ii) the DSS Normandie plants , as described in f urther detail in the Schedule.  
6. The legal and functional structure of the Divestment Business es as operated to date is 
described in the Schedule .  The Divestment Business es, as described in more detail in 
the Schedule, include all assets and s taff that contribute to the current operation or are 
necessary to ensure the viability and competitiveness of the Divestment Business es, in 
particular:  
(i) all tangible and intangible assets (including intellectual property rights);  
(ii) all licences, permits and a uthorisations issued by any governmental 
organisation for the benefit of the Divestment Business es; 
(iii) all contracts, leases, commitments and customer orders of the Divestment 
Business es; all customer, credit and other records of the Divestment 
Business es; and 
(iv) the Personnel.  
5 
EC  555616647  7. In addition, the Divestment Business es include  the benefit,  at the option of the 
Purchaser(s) , for a transitional period of 6 months (extendable by an additional 6 
months at the option of the relevant Purchaser)  after Closing and on terms and 
conditions equivalent to those at present afforded to the Divestment Business es, of all 
current arrangements under which DSS or  Europac  (whichever is the current parent 
company of the relevant Divestment Business), or its Affiliated Undertakings supply 
products or services to the Divestment Business es, as detailed in the Schedule .  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 unit  providing the product/service  operations.  
SECTION C.  RELATED COMMITMENTS  
Preservation of viability, marketability and competit iveness  
8. From the Effective Date until Closing, the Notifying Party  shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the 
Divestment Business es, in accordance with good business practice, and shall mi nimise 
as far as possible any risk of loss of competitive potential of the Divestment Business es.  
In particular DSS undertakes:  
(i) not to carry out any action that might have a significant adverse impact on the 
value, management or competitiveness of the Div estment Business es or that 
might alter the nature and scope of activity, or the industrial or commercial 
strategy or the investment policy of the Divestment Business es; 
(ii) to make available, or procure to make available, sufficient resources for the 
developme nt of the Divestment Business es, on the basis and continuation of 
the existing business plans;  
(iii) to take all reasonable steps, or procure that all reasonable steps are being 
taken, including appropriate incentive schemes (based on industry practice), to 
enco urage all Key Personnel to remain with the Divestment Business es, and 
not to so licit or move any Personnel to DSS’s  remaining business es.  Where, 
nevertheless, individual members of the Key Personnel exceptionally leave the 
Divestment Business es, DSS shall provide a reasoned proposal to replace the 
person or persons concerned to the Commission and the Monitoring Trustee .  
DSS must be able to demonstrate to the Commission that the replacement is 
well suited to carry out the functions exercised by those indi vidual 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  
9. The Notifying Party  commits  to keep the Divestment Business es sepa rate from the 
businesses  it is retaining and to ensure that unless explicitly permitted under these 
Commitments: (i) manag ement and staff of the businesses  retained by DSS have no 
involvement in the Divestment Business es; (ii) the Key Personnel and Personnel of  the 
6 
EC  555616647  Divestment Business es have no involvement  in any business retained by DSS and do 
not report to any individual outside the Divestment Business es. 
10. Until Closi ng, DSS shall assist the Monitoring Trustee in ensuring that the Divestment 
Business es are mana ged as distinct and saleable en tities separate from the businesses 
which DSS is retaining .  Immediately  after the Effective Date, DSS shall appoint one or 
more Hold Separate Manager (s), who shall be part of the Key Personnel .  The Hold 
Separate Manager (s) shall manage the Divestment Business es independently and in 
the best interest of the business with a view to ensuring their continued economic 
viability, marketability and competitiveness and their independence fro m the businesses 
retained by DSS.  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 
8(iii) of these Commitments .  The Commis sion may, after having  heard  DSS, require 
DSS to replace the Hold Separate Manager.  
Ring-fencing  
11. DSS shall implement, or procure  to implement, to the extent possible, all necessary 
measures to ensure that it does not, after the Effective Date , obtain any Confidential 
Information relating to the Divestment Business es and that any such Confiden tial 
Information obtained by DSS before the Effective Dat e will be e liminated  and not be 
used by DSS.  This includes measures vis -à-vis DSS appointees on the supervisory 
board and/or board of directors of the Divestment Business es.  In particular, the 
participation of the Divestment Business es in any central information technology 
network shall be severed to the extent possible, without compromising the viability of 
the Divestment Business es.  DSS may obtain or keep information relating to the 
Divestment Business es which is reasonably necessary  for the divestiture of the 
Divestment Business es or the disclosure of which to DSS is required by law. 
Non-solicitation clause  
12. 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 es for a period of […] after Closing.  
Due diligence  
13. In order to enable potential purchasers to carry out a reasonable due diligence  of the 
Divestment Business es, DSS shall, subject to custo mary confidentiality assurances and 
dependent on the stage of the divestiture process:  
(i) provide to potential purchasers sufficient information as regards the Divestment 
Business es; and 
(ii) provide to potential purchasers sufficient information relating to the P ersonnel 
and allow them reasonable access to the Personnel.  
7 
EC  555616647  Reporting  
14. DSS shall submit written reports in English  on potential purchasers of the Divestment 
Business es and developments in the negotiations 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) .  DSS 
shall submit a list of all potential purchasers who have  expressed interest in acquiring 
one or both of the  Divestment Business es 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 with in five days of their receipt.  
15. DSS shall 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 Moni toring Trustee before 
sending the memorandum out to potential purchasers.  
SECTION D.  THE PURCHASER (S) 
16. In order to be approved by the Commission, the Purchaser (s) must fulfil the following 
criteria:  
(i) The Purchaser (s) shall be independent of and unconnected t o the Notifying 
Party  and its Affiliated Undertakings (this being assessed having regard to the 
situation following the divestiture).  
(ii) The Purchaser (s) shall have the financial resources, proven expertise and 
incentive to maintain and develop the Divestment  Business (es) as a viable and 
active competitive force in competition with the Parties and other competitors;  
(iii) The Purchaser(s) shall have existing activities in the paper industry, including 
(but not limited to) activities in the producti on of corrugated c ase materials 
and/or  corrugated sheet and/or corrugated case; and  
(iv) The acquisition of the Divestment Business (es) by the Purchaser (s) 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 (s) must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisition of the Divestme nt 
Business (es). 
17. The final binding sale and purchase agreement (s) (as well as ancillary agreements) 
relating to the divestment of the Divestment Business es shall be conditional on the 
Commission’s approval .  When DSS has reached an agreement with a purchas er, 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 .  DSS 
must be able to demonstrate to the Commission that the purchaser (s) fulfil(s) the 
Purchaser (s) Criteria and that the Divestment Business es are being sold in a manner 
consistent with the Commission's Decision and the Commitments .  For the approval, the 
Commission shall verify that the purchaser (s) fulfil(s) the Purchaser (s) Criteria  and that 
8 
EC  555616647  the Divestment Business es are 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 approve the sale of the Divestment Business es 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 es after the 
sale, taking acc ount of the proposed purchaser (s). 
SECTION E.  TRUSTEE  
I. Appointment procedure  
18. DSS shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee .  DSS commits  not to close the Co ncentration 
before the appointment of a Monitoring Trustee.  
19. If DSS has not entered into a binding sale and purchase agreement (s) regarding the 
Divestment Business es […] before the end of the First Divestiture Period or if the 
Commission has reje cted a purchaser (s) proposed by DSS at that time or thereaf ter, 
DSS shall appoint a Divestiture Trustee .  The appointment of the Divestiture Trustee 
shall take effect upon the commencement of the Trustee Divestiture Period.  
20. The Trustee shall:  
(i) at the time of appoi ntment, be independent of the Notifying Party and its 
Affiliated Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor; 
and 
(iii) neither have  nor become exposed to a Conflict of Interest.  
21. The Trustee shall be remunerated by the Notifying Party  in a way that does not impede 
the independent and effective fulfilment of its mandate .  In particular, where the 
remuneration package of a Divestiture Tr ustee includes a success premium linked to 
the final sale value of the Divestment Business es, such success premium may only be 
earned if the divestiture takes place within the Trustee Divestiture Period.  
Proposal by DSS 
22. No later than two week s after the Effective Date , DSS  shall submit the name or names 
of at least three  natural or legal persons  whom  DSS would propose to appoint as the 
Monitoring Trustee to the Commission for approval .  No later than […] before  the end of 
the First Divestiture Period or o n request by the Commission, DSS shall submit a list  of 
one or more persons whom DSS proposes 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 20 and shall include:  
9 
EC  555616647  (i) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these Commitments;  
(ii) the outline of a work plan which describes how the Trustee intends to car ry out 
its assigned tasks;  and 
(iii) an indication  of 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  
23. The Commissi on 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 only one name is approved, DSS shall appoint 
or cau se to be appointed the person or persons concerned as Trustee, in accordance 
with the mandate approved by the Commission .  If mor e than one name is approved, 
DSS shall be free to choose the Trustee to be appointed from among the names 
approved .  The Truste e shall be appointed within one week of the Commission’s 
approval, in accordance with the mandate approved by the Commission.  
New proposal by DSS 
24. If all the pro posed Trustees are rejected, DSS shall submit the names of at least two 
more natural or legal pe rsons within one week of being informed of the rejection, in 
accordance with paragraphs 18 and 23 of these Commitments.  
Trustee nominated by the Commission  
25. If all further proposed Trustees are rejected by the Commission, the Commission sh all 
nominate a Trustee, whom DSS shall appoint, or cause to be appointed, in accordance 
with a trustee mandate approved by the Commission.  
II. Functions of the Trustee  
26. The Trustee shall assume its specified duties and obligations in order to ensure 
compliance with the Commitments .  The Commission may, on i ts own initiative or at t he 
request of the Trustee or DSS, 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  
27. The Monit oring Trustee shall:  
(i) 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.  
(ii) oversee,  in close co -operation with the Hold Separate Mana ger, the on -going 
management of the Divestment Business es with a view to ensuring their 
10 
EC  555616647  continued economic viability, marketability and competitivene ss and monitor 
compliance by DSS with the conditions and obligations attached to the 
Decision .  To that end  the Monitoring Trustee shall:  
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business es, and the keeping 
separate of the Divestment Business es from the business retained by 
DSS the Parties, in accor dance with paragraphs 8 and 9 of these 
Commitments;  
(b) supervise the management of the Divestment Business es as distinct 
and saleable entities , in accordance with paragraph 10 of these 
Commitments;  
(c) with respect to Confidential Information:  
 determine all neces sary measures to ensure that DSS does not 
after the Effective Date obtain any Confidential Information 
relating to the Divestment Business es, 
 in particular strive for the severing of the Divestment 
Business es’ participation in a central information technology 
network to the extent possible, without compromising the 
viability of the Divestment Business es, 
 make sure t hat any Confidential Information relating to the 
Divestment Business es obtained by DSS before the Effective 
Date is eliminated in accordance with normal  document 
destruction protocols  and will not be used by  DSS; and 
 decide whether such information may  be disclosed to or kept by 
DSS as the disclosure is reasonably necessary to allow DSS to 
carry out the divestiture or as the disclosure is required by law;  
(d) monitor the splitting of assets and the allocation of Personnel between  
the Divestment Business es and DSS or Affiliated Undertakings;  
(iii) propose to DSS such measures as the Monitoring Trustee  considers necessary 
to ensure DSS’ s compliance with the conditions and obligations attached to the 
Decision, in particular the maintenance of the full economic viability, 
marketability or competitiveness of the Divestment Business es, the holding 
separate of the Divestment Business es and the non -disclosure of competitively 
sensitive information;  
(iv) review and assess potential purchasers as well as the progress of the  
divestiture process and verify that, dependent on the stage of the divestiture 
process:  
(a) potential purchasers receive sufficient and correct information relating to 
the Divestment Business es and the Personnel in particular by 
11 
EC  555616647  reviewing, if available, the d ata room documentation, the information 
memorandum and the due diligence process, and  
(b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular potential 
purchasers, in rela tion to the Commitments;  
(vi) provide to the Commission, sending DSS 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 es as well as 
the splitting 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;  
(vii) promptly report in writing to the Commission, sending DSS a non -confidential  
copy at the same time, if it conclude s on reasonable grounds that DSS is failing 
to comply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in 
paragraph 17 of these Commitments, submi t to the Commission, sending DSS 
a non -confidential copy at the same time, a reasoned opinion as to the 
suitability and independence o f the proposed purchaser (s) and the viability of 
the Divestment Business es after the Sale and as to whether the Divestment 
Business es are  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 es without one or more Assets or not all of the Personnel 
affects the viability of the Divestment Business es after the sale, taking account 
of the proposed purchaser (s); and 
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision.  
28. If the Monitoring and Divest iture Trustee are not the same legal or natural  persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each 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  
29. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum 
price the Divestment Business es to a purchaser  or purchasers , provided that the 
Commission has approved both the purchaser  or purchasers  and the final binding sale 
and purchase agreement (s) (and ancillary agreements) as in line with the Commissi on's 
Decision and the Commitments in accordance with paragraphs 16 and 17 of these 
Commitments .  The Divestiture Trustee shall include in the sale and purchase 
agreement (s) (as well as in any ancillary agreements) such terms and conditions as it 
considers appropria te for an expedient sale in the Trustee Divestiture Period .  In 
particular, the Divestiture Trustee may include in the sale and purchase agreement (s) 
12 
EC  555616647  such customary representations and warranties and indemnities as are reasonably 
required to effect the sal e.  The Divestiture Trustee shall protect the legitimate financial  
interests of DSS, subject to DSS’ s unconditional obligation to divest at no minimum 
price in the Trustee Divestiture Period.  
30. In the Trustee Divestiture Period (or otherwise at the Commissio n’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 simult aneous copy to the 
Monitoring Trustee an d a non -confidential copy to  DSS. 
III. Duties and obligations of the Parties  
31. DSS shall provide and shall cause its 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 DSS’ s or the 
Divestment Business es’ books, records, documents, management or other personnel, 
facilities, sites and technical information necessary for  fulfilling its du ties under the 
Commitments and DSS and the Divestment Business es shall provide the Trustee upon 
request with copies of any document .  DSS and the Divestment Business es 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.  
32. DSS shall provide the Monitoring Trustee with al l managerial and administrative support 
that it may reasonably request on behalf of the management of the Divestment 
Business es.  This shall include all administrative support functions relating to the 
Divestment Business es which are currently carried out at headquarters level .  DSS shall 
provide and shall cause its 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 an d all other information granted to 
potential purchasers in the due diligence procedure .  DSS 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 stages, 
and keep the Monitoring Trustee informed of all developments in the divestiture 
process.  
33. DSS shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestitur e 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 assis t with the sale process .  Upon request of the Divestiture 
Trustee, DSS shall cause the documents required for effecting the sale and the Closing 
to be duly executed.  
34. DSS shall indemnify the Trustee and its employees and agents (each an “ Indemnified 
Party ”) and hold each Indemnified Party harmless against, and hereby agrees that an 
Indemnified Party shall have no liability to DSS for, any liabilities arising out of the 
performance of the Trustee’s duties under the Commitments, except to the extent that 
13 
EC  555616647  such liabilities result from the wilful default, recklessness, gross negligence or bad faith 
of the Trustee, its employees, agents or advisors.  
35. At the expense of DSS, the Trustee may appoint advisors (in particular for corporate 
finance or legal advice), subjec t to DSS’ s 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 any fees an d other expenses incurred by the Trustee 
are reasonable .  Should DSS refuse to approve the advisors proposed by the Trustee 
the Commission may approve the appointment of such advisors instead, after having 
heard DSS.  Only the Trustee shall be entitled to issue instructions to the advisors .  
Paragraph  34 of these Commitments shall apply mutatis mutandis .  In the Trustee 
Divestiture Period, the Divestiture Trustee ma y use advisors who served DSS during the 
Divestiture Period if the Divestiture Trustee considers this to be in the best interest of an 
expedient sale.  
36. DSS agree s that the Commission may share Confidentia l Information proprietary to  
DSS 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 . 
37. The Notifying Party  agree s that the contact details of the Monitoring Trustee are 
published on the websit e 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.  
38. 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.  
IV. Replacement, discharge and reappointment of the Trustee  
39. If the Trustee ceases to perform its functions un der the Commitments or for any other 
good cause, including the exposure of the Trustee to a Conflict of Interest:  
(i) the Commission may, after hearing the Trustee and DSS, require DSS to 
replace the Trustee; or  
(ii) DSS may, with the prior approval of the Commission, replace the Trustee.  
40. If the Trustee is removed according to paragraph 39 of these Commitments, the Trustee 
may be required 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 18 to 25 of 
these Commitments.  
41. Unless removed according to paragraph 39 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 th e Trustee has been entrusted have been 
implemented .  However, the Commission may at any time require the reappointment of 
14 
EC  555616647  the Monitoring Trustee if it subsequently appears that the relevant remedies might not 
have been fully and properly implemented.  
SECTI ON F.  THE REVIEW CLAUSE  
42. The Commission may extend the time periods foreseen in the Commitments i n 
response to a request from DSS or, in appropriate cases, on its own initiative .  Where 
DSS requests an extension of a time period, it shall submit a reasoned request 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 -confidential copy of the report to th e Notifying Party .  
Only in exceptional circumstances sha ll the Notifying Party  be entitled to request an 
extension within the last month of any period.  
43. The Commission may further, in response to a reasoned request from the Notifying 
Party showing good cau se waive, modify or substitute, 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 -confidential copy of the report to the Notifying 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 F ORCE  
44. The Commitments shall take effect upon the date of adoption of the Decision.  
 
 
……………………………………………………………………..  
duly authorised for and on behalf of  
DS Smith Plc  
5 November  2018  
15 
EC  555616647  SCHEDULE  
1. The Divestment Business es comprise DSS Normandie,  DSS Normandie (Cabourg) 
(together the “DSS Normandie plants”) and Europac Ovar , 
 DSS Normandie  
2. In accordance with paragraph 5 of these Commitments,  DSS Normandie  include s, but is 
not limited to:  
(i) the following main tangible assets: save as stated below,  all tangible assets 
owned by DSS and necessary for  the production, servicing and sale of all 
products and product lines manufactured at DSS Normandie,  specifically 
including:  
(a) the plant located at the above address, including […];  
(b) all manufacturing and sales assets including […]: 
(ii) the following main intangible assets : save as stated below, a non -exclusive, 
non-transferrable, royalty -free, perpetual licence (without the right to sub -
licence) for  the benefit of the business currently carried on by DSS Normandie, 
for any intangible asset that is necessary for  the development, production, 
servicing and sale of the products currently manufactured at DSS N ormandie .  
Nothing in this licence shall restrict the ability of the Purchaser to transfer or 
sub-licence the benefit of this licence as a result of: (a) an intra -group transfer; 
or (b) a subsequent sale of DSS Normandie ; 
(iii) the following main licences, permits and authorisations : all licences, 
permits and authorisations necessary to produce  the products manufactured at 
DSS Normandie  to the extent transferrable under applicable law .  DSS shall use 
its best efforts to assign the applicable aspects  of such relevant licences, 
permits and authorisations to the Purchaser ; 
(iv) the following main contracts, agreements, leases, commitments and 
understandings : all external customer contracts relating to the products 
manufactured at DSS Normandie , other than contracts , agreements  or 
understandings relating to the customers listed in Annex 2, and all other 
external contracts, agreements, leases  and commitments necessary for the 
business of DSS Normandie .  […]; 
(v) the following customer, credit and other records : all customer  accounts, 
orders and credit records  or portions thereof  relating to the products 
manufactured at DSS Normandie , other than those relating to the customers 
listed in Annex 2; 
(vi) the following Personnel : the Personnel listed in Annex 3, to th e extent still 
employed on the Effective Date;  
16 
EC  555616647  (vii) the following Key Personnel : all Key Personnel listed in Annex 3, to th e extent 
still employed on the Effective Date; and  
(viii) […] 
3. DSS Normandie shall not include:  
(i) […]  
The names of these personnel are therefore not included in the Personnel or 
Key Personnel of DSS Normandie listed in Annex 3 and all hardware and 
equipment used  primarily  by those personnel (inc luding office and IT 
equipment)  shall not be transferred ; 
(ii) […]; 
(iii) all DSS proprietary […] software  and assoc iated assets , including, […];  
(iv) the ownership of, or right to use, any IP rights currently used by DSS 
Normandie that are not necessary for either the operation of or the viability of 
DSS Normandie’s business;  
(v) any brands or logos currently held, as owner or licensee, by DSS;  
(vi) any rights to websites or domain names;  
(vii) books and records required to be retained pursuant to any law provided that the 
Purchaser shall on request receive a copy of the same;   
(viii) […]; or 
(ix) contracts  or understandings  in relation to customers listed in Annex 2. 
4. If there is any asset or personnel which is not covered by paragraph 2 of this Schedule 
but which is both used (exclusively or not) in DSS Normandie and necessary for the 
continued viabili ty and competitiveness of DSS Normandie, that asset or adequate 
substitute will be offered to potential purchasers.  
17 
EC  555616647  DSS Normandie (Cabourg)  
5. In accordance with paragraph 5 of these Commitments, DSS Normandie (Cabourg) 
includes, but is not limited to:  
(i) the following main tangible assets: save as stated below, all tangible assets 
owned by DSS and necessary for the production, servicing and sale of all 
products and product lines manufactured at DSS Normandie (Cabourg) , 
specifically including:  
(a) the plant located at the above address, including […];  
(b) all manufacturing and sales assets including […]: 
(ii) the following ma in intangible assets : save as stated below, a non -exclusive, 
non-transferrable, royalty -free, perpetual licence (without the right to sub -
licence) for the benefit of the business currently carried on by DSS Normandie  
(Cabourg) for any intangible asset that is necessary for  the development, 
production, servicing and sale of the products  currently  manufactured at DSS 
Normandie (Cabourg) .  Nothing in this licence shall restrict the ability of the 
Purchaser to transfer or sub -licence the benefit of this licence  as a result of: (a) 
an intra -group transfer; or (b) a subsequent sale of DSS Normandie (Cabourg) ; 
(iii) the following main licences, permits and authorisations : all licences, 
permits and authorisations necessary to produce the produc ts manufactured at  
DSS Norma ndie (Cabourg)  to the extent transferrable under applicable law .  
DSS shall use its best efforts to assign the applicable aspects  of such relevant 
licences, permits and authorisations to the Purchaser ; 
(iv) the following main contracts, agreements, leases, comm itments and 
understandings : all external customer contracts relating to the products 
manufactured at DSS Normandie (Cabourg)  and all other external contracts, 
agreements , leases and  commitments necessary for  the business of DSS 
Normandie (Cabourg) .  […]; 
(v) the following customer, credit and other records : all customer accounts, 
orders and credit records or portions thereof relating to the products 
manufactured at DSS Normandie (Cabourg) ; 
(vi) the following Personnel : the Personnel listed in Annex  3, to th e extent  still 
employed on the Effective Date;  
(vii) the following Key Personnel : all Key Personnel listed in Annex 3, to the extent 
still employed on the Effective Date ; and  
(viii) […]  
6. DSS Normandie (Cabourg) shall not include:  
18 
EC  555616647  (i) the ownership of, or right to use, any IP right s currently used by DSS 
Normandie (Cabourg) that are not necessary for either the operation of or the 
viability of DSS Normandie (Cabourg) ’s business;  
(ii) any brands or logos currently held, as owner or licensee, by DSS;  
(iii) any rights to websites or domain names ; or 
(iv) books and records required to be retained pursuant to any law provided that the 
Purchaser shall on requ est receive a copy of the same.  
7. If there is any asset or personnel which is not covered by paragraph 5 of this Schedule 
but which is both used (excl usively or not) in DSS Normandie (Cabourg) and necessary 
for the continued viability and competitiveness of DSS Normandie (Cabourg), that asset 
or adequate substitute will be offered to potential purchasers.  
19 
EC  555616647  Europac Ovar  
8. In accordance with paragraph 5 of these Commitments, Europac Ovar includes, but is 
not limited to:  
(i) the following main tangible assets: save as stated below,  all tangible assets 
owned by Europac and necessary for the production, servicing and sale of all 
products and product lines manufactured at Europac Ovar, specifically 
including:  
(a) the plant located at the above address, including […];  
(b) the lease of the wareh ouse located at Rua de Cabo Verde, Zona 
Industrial de Ovar, Ovar ;  
(c) all manufacturing and sales assets including […]: 
(ii) the following main intangible assets : save as stated below, a non -exclusive, 
non-transferrable, royalty -free, perpetual licence (without th e right to sub -
licence) for the benefit of the business currently carried on by Europac Ovar , for 
any intangible asset that is necessary for the development, production, 
servicing and sale of the products  currently  manufactured at Europac Ovar .  
Nothing in  this licence shall restrict the ability of the Purchaser to transfer or 
sub-licence the benefit of this licence as a result of: (a) an intra -group transfer; 
or (b) a subsequent sale of Europac Ovar ; 
(iii) the following main licences, permits and authorisations : all licences, 
permits and authorisations necessary to produce the products manufactured at 
Europac Ovar  to the extent transferrable under applicable law .  DSS shall use 
its best efforts to assign the applicable aspects  of such relevant licences, 
permits and authorisa tions to the P urchaser ; 
(iv) the following main contracts, agreements, leases, commitments and 
understandings : all external customer contracts relating to the products 
manufactured at Europac Ovar and all other external contracts, agreements , 
leases  and commitments necessary for the business of Europac Ovar .  […];  
(v) the following customer, credit and other records : all customer accounts, 
orders and credit records or portions thereof relating to the products 
manufac tured at Europac Ovar;  
(vi) the following Personnel : the Personnel listed in Annex 5, to the extent still 
employed on the Effective Date ; 
(vii) the following Key Personnel : all Key Personnel listed in Annex 5, to the extent 
still employed on the  Effective Date; and  
(viii) […]. 
9. Europac Ovar shall not include:  
20 
EC  555616647  (i) The following personnel which do not form part of the business of Europac Ovar 
but which are currently located at the Europac Ovar site:  […] 
The names of these personnel are therefore not included in the Personnel or 
Key Personnel o f Europac Ovar listed in Annex 5 and all hardware and 
equipment used primarily by those personnel (including office and IT 
equipment) shall not be transferred;  
(ii) the ownership of, or right to use, any IP rights currently used by Europac Ovar 
that are not necessary for either the operation of or the viability of Europac 
Ovar’s business;  
(iii) any brands or logos currently held, as owner or lic ensee, by Europac ;  
(iv) any rights to websites or domain names;  or 
(v) books and records required to be retained pursuant  to any law provided that the 
Purchaser shall on requ est receive a copy of the same.  
10. If there is any asset or personnel which is not covered by paragraph 8 of this Schedule 
but which is both used (exclusively or not) in Europac Ovar and necessary for the 
continued viability and competitiveness of Europac Ovar, that asset or adequate 
substitute will be offered to potential purchasers.  
21 
EC  555616647  LIST OF ANNEXES  
Annex 1  DSS Normandie plants  
Annex 2 Excluded customers  
Annex 3 DSS Normandie plants personnel  
Annex 4  Europac Ovar  
Annex 5  Europac Ovar personnel  
 
22 
EC  555616647  ANNEX 1  
DSS Normandie Plants  
 
1. DSS Normandie  
[…] 
2. DSS Normandie (Cabourg)  
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23 
EC  555616647  ANNEX 2  
DSS Normandie – Excluded centrally managed customers  
Customer  
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24 
EC  555616647  ANNEX 3 
DSS Normandie Plants – Personnel  
Details of Personnel employed at DSS Normandie  
Job description  Number  
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Details of Key Personnel employed at DSS Normandie  
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EC  555616647  Details of Personnel employed at DSS Normandie (Cabourg)  
Job description  Number  
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EC  555616647  ANNEX 4  
Europac Ovar  
[…] 
27 
EC  555616647  ANNEX 5 
Europac Ovar – Personnel  
Details of Personnel employed at Europac Ovar  
Job description  Number  
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