Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 15.3.2018  
C(2018 ) 1659  final 
In the published version of this decision, some 
information has been omitted pursuant to 
Article 17(2 ) of Council Regulation (EC) 
No 139/2004 concerning non -disclosure of 
business secrets and other confidential 
information. The omissions are shown thus 
[…]. Where possible the information omitted 
has been replaced by ranges of figures or a 
general description.   
PUBLIC VERSION  
To the notifying parties  
Subject : Case M. 8795 — Brookfield/ Schoeller Industries/Schoeller Allibert  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 08 February 2018 , the European Commission received a notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) 
No 139/20043 by which the undertakings Brookfield Asset Management Inc. 
('Brookfield ', Canada) and Schoeller Industries B.V. ( 'Schoeller Industries ', the 
Netherlands) acquire within the meaning of Article 3(1)(b) and 3(4) of the 
Merger Regulation joint control of REMA Investments B.V. ( 'REMA 
Investments ', the Netherlands), the holding company of Schoeller Allibert B.V 
('Schoeller Al libert ', the Netherlands) by way of purchase of shares and other 
means ('the Transaction ').4 Brookfield, Schoeller In dustries  and Schoeller 
Allibert will be hereinafter referred as 'the Parties '. Brookfield and Schoeller 
Industries  will be referred as 'the  Notifying Parties'.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty 
on the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of  'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology 
of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3 OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation").  
4  Publication in the Official Journa l of the European Union No C 57, 15.2.2018 , p. 5. 

2 1. THE PARTIES  
(2) Brookfield is a Canadian global asset manager whose portfolio is focused on 
property, renewable power, infrastructure and p rivate equity with over 
USD  250 billion of assets under management, either for its own account or for 
investors including pension funds, insurance companies, financial institutions 
and corporations. Brookfield is publicly listed on the New York Stock 
Exchange, the Toronto Stock exchange and on Euronext Amsterdam.  
(3) Schoeller Industries belongs to the Sch oeller group, which is active in the areas 
of returnable packaging solutions, supply chain systems and intellectual 
property services.  
(4) Schoeller Allibert5 is a manufacturer of returnable plastic packaging for material 
handling. Schoeller Allibert offers a range of standard and tailor made 
returnable plastic packaging solutions including foldable containers, beverage 
crates and trays, handheld boxes, and pallets. Its customers are active in the 
agriculture, automotive, beverage, food, industrial manufacturin g, pooling and 
retail sectors. Schoeller Allibert is currently indirectly controlled by J.P. Morgan 
Chase & Co. ( 'the Seller '), which holds 75% of the shares in and sole control 
over Schoeller Allibert via REMA Investments. The remaining 25% of the 
shares in Schoeller Allibert are indirectly owned by Schoeller Industries. 
Schoeller Industries does currently not own any rights that give it the possibility 
to exercise decisive influence over Schoeller Allibert.  
(5) On 4 January 2018, the Seller and Brookfield sig ned a share and purchase 
agreement, pursuant to which Brookfield intends to purchase 75% of the share 
capital of REMA Investments from the Seller. Schoeller Industries intends to 
retain its current shareholding of 25% and enter into a shareholder agreement  
('SHA ') with Brookfield.  
(6) Pursuant to the SHA, Schoeller Industries will have certain rights, which go 
beyond the usual rights protecting the financial interests of a minority 
shareholder. In particular, Schoeller Industries will have the right to [contra ctual 
relationship between the Parties] . Accordingly, the Transaction would result in 
the acquisition of joint control by Brookfield and Schoeller Industries over 
REMA Investments.  
(7) Schoeller Allibert as a joint -venture has sufficient own staff, financial r esources 
and dedicated management for its operation and for the management of its 
business interests. Furthermore it is already operating on the market, is intended 
to continue to operate and does not have sale or purchase relationships with its 
parents. T herefore, the JV is full functional.  
(8) Accordingly, the Transaction constitutes a con centration pursuant to 
Articles  3(1)(b) and 3(4) of the Merger Regulation.  
                                                 
5  Schoeller Allibert was created as the result of the merger of Schoeller Arca Systems, and French 
Company Linpac Allibert in 2012. Schoeller Industries […] of Schoeller Arca Systems when the 
merger was im plemented. Its share in the new company was diluted to 25% as a result of the merger 
with JP Morgan as a majority owner with 75% of the shares . 
3 2. EU DIMENSION  
(9) The undertakings concerned have a combined aggregate world -wide turnover of 
more than  EUR 5 000 million6 (Brookfield: EUR […] million, Schoeller 
Industries: EUR […] million, Schoeller Allibert: EUR [...] million) . Each of 
them has an EU -wide turnover in excess of EUR 250 million  
(Brookfield:  EUR  […] million, Schoeller Industries: EUR […] million, 
Schoeller Allibert: EUR […] million) , but th ey do not achieve more than 
two-thirds of their aggregate EU -wide turnover within one and the same 
Member State. The notified operation therefore has an EU dimension.  
3. COMPETITIVE ASSESSME NT 
(10) The Transactio n will result in horizontal overlaps between Schoeller Industries 
and Schoeller Allibert because one subsidiary of Schoeller Industries, Schoeller 
Plast, and Schoeller Allibert are active in the same potential segment for 
returnable plastic transport packa ging, notably stackable containers and stack 
nest containers.  
3.1. Relevant markets  
3.1.1.  Product markets  
(11) Following the Commission’s decisional practice, the segment for transportation 
packaging could be further divided based on (i) the packaging material, and/or 
(ii) the end -use industries.7 In addition, one could potentially further distinguish 
between returnable packaging and one -way packaging.  
(12) Following these principles, the Notifying Parties submit that Schoeller Allibert 
and Schoeller Industries are active in  the segment for returnable plastic transport 
packaging for the following  end-use industries: (i) agriculture, (ii) automotive, 
(iii) beverage, (iv) food processing, (v) industrial manufacturing, (vi) pooling 
services, and (vii) retail.   
(13) In another previou s case, the Commission also considered a n additional 
segmentation by type of plastic returnable product, namely in particular 
(i) stackable containers, (ii) stack -nest containers and (iii) bottle trays.8  
(14) Stackable containers are used primarily in the manufacturing industry for in -
house materials/components handling. Stack -nest containers are mainly used for 
the handling and transport of food. They are  available either with or without a 
cover in different sizes. Bottle trays are used for the transport o f beverage 
bottles to the retail outlet and for the display of these bottles in the place of sale.  
                                                 
6  Turnover calculated in accordance with Arti cle 5 of the Merger Regulation.  
7  See decisions IV/M.603 – Crown Cork & Seal/Carnaud Metal Box, paras 9 and following , and 
COMP/M.2441 – Amcor/Danisco/Ahlstrom, para. 12 . 
8  See COMP/M.1813 – Industri Kapital (Nordkem)/DYNO, paras. 39 and 82 -84. 
4 (15) Respondents to the market investigation have in general indicated that they 
source containers needed to fit to the respective conveyor system they are used 
for, the application and the specific features of usage (weight, width, 
height,  etc).9 For example, customers selecting stackable containers for storage 
and transportation of industrial components do not use stack -nest containers 
rather designed for food tr ansportation.  
(16) For the purpose of this decision , the Commission assess es the impact of the 
Transaction on the narrowest plausible, distinct, product market s, for stackable 
containers, stack -nest containers and bottle trays.  The competitive assessment 
would  not change if a wider  market definition  is adopted . 
3.1.2.  Geographic markets  
(17) Schoeller Allibert is active in most  European countries, with some limited 
exceptions (such as Denmark)  with plants in Germany, the UK, Latvia, Poland 
and the Netherlands . Schoeller  Industries through Schoeller Plast is mainly 
active in Denmark and Germany  from its plant in Denmark .10 The Notifying 
Parties  submit that the relevant geographic market is at least EU -wide . This 
view is based on previous decisions in the packaging sector11 and the fact that 
they see customers sourcing from different countries in Europe  irrespective of 
the location of the plants they source from.  
(18) In M.1813 – Industri Kapital (Nordkem)/DYNO, the Commission considered a 
regional geographic market (Sweden, Norwa y, Finland) or even a national one, 
due to relevance of transport costs and the importance of proximity of the 
suppliers.  
(19) The market investigation did not provide a conclusive feedback on the scope of 
the geographic markets. Customers based in Germany ind icated in general that 
they source their products from Germany whereas customers based in the 
Nordics may also buy from suppliers located in Germany or the UK, reflecting 
the lower density of local suppliers of returnable packaging in the Nordic 
countries.12 
(20) For the purpose of this decision , the Commission assess ed the impact of the 
Transaction at national level and regional ly for Sweden, Norway  and Finlan d. 
The competitive assessment would not change under a wider geographic market 
definition.  
                                                 
9  See Replies to Q3 to questionnaire to customers . 
10  Schoeller Plast  is also active in Czech Republic, France, Hungary, Netherlands, Poland and the UK 
but with very low turnovers (below EUR […] million in Hungary, Poland and the UK and below 
EUR […] in the Czech Republic, France and the Netherlands).  
11  See COMP/M.5906 One  Equity Partners/Constantia, COMP/M.5 599 – Amcor/Alcan, para. 46 
and following.  
12  See Replies to Q4 -6 to questionnaire to customers . 
5 3.2. Competitive assessment  
(21) Schoeller Allibert is the market leader in the EU  for plastic returnable 
transportation packaging products with a market share around [20-30]%. The 
parties submit that Schoeller Plast achieved an EU -wide turnover of only 
approx. EUR  […] million.  Considering an EU -wide total demand of EUR […] 
billion for plastic returnable transportation packaging products, this amounts to 
an estimated share of Schoeller Plast in Europe of [0-5]%. A further 
segmentation of the market according to end -use industrie s would not result in 
significantly higher increments . 
(22) As regards a potential sub -segmentation by type of product, Schoeller Allibert’s 
share in the EU is estimated between [20-30]% for both stackable containers and 
stack -nest containers, while Schoeller P last’s estimated share is less than  [0-5]% 
in each of these markets. Important competitors include George UTZ with an 
estimated share of [20-30]% in both markets, as well as Bekuplast and SSI 
Schäfer with an estimated share of  [10-20]% each. As regards bot tle trays, 
Schoeller Allibert and Schoeller Plast estimate their respective share  in the EU 
to be below  [5]%. 
(23) In a Nordic market  (Finland, Norway, Sweden) , the combined market share of 
the merged entity would be [30-40]% with an increment of [5-10]% in sta ckable 
containers and [20-30]% with an increment of [0-5]% in stack -nest containers 
while the bottle trays market would not be affected. Competitive pressure would 
be exerted by different local players, such as N  orplasta for example 
(approx.  5-10% in stac kable and stack -nest containers respectively), and 
intern ational companies such as George Utz (approx. [10-20]% in stackable and 
stack -nest containers respectively), Bekuplast  (approx. 5 -10% in stackable and 
stack -nest containers respectively) and SSI Schaefer (approx. 5 -10% in 
stackable and stack -nest containers respectively) . 
(24) At national level, t here are no overlaps in national markets in the Nordics where 
Schoeller Allibert is present (Sweden, Norway, Finland) as Schoeller Plast is not 
active in these Member States . Conversely, Schoeller Allibert is not active in 
Denmark, where Schoeller Plast is present.  
(25) In Germany, Schoeller Allibert would estimate its shares between [20-30]% in 
both stackable containers and stack -nest containers with George UTZ , Bekuplast 
and SSI Schaefer being its most important competitors  (the bottle trays market 
would not be affected ).The Notifying Parties  have not provided detailed market 
share  figures  as regards Schoeller Plast in Germany. They estimate however that 
Schoeller Plast’s share would be in any case below 10% for both stackable 
containers and stack -nest containers.  
(26) Customers having responded to the market investigation did not express 
concer ns as regards the impact of the transaction for stackable containers or 
stack -nest containers in the Nordic countries or in Germany. While they 
consider that Schoeller Allibert has become market leader through an 
acquisition policy, they also stated that S choeller Plast played in general a minor 
6 role in the competitive process and that they have alter native suppliers to 
source  from.13 
(27) In the light of the above, the Transaction does not raise serious doubts as regards 
its impact on competition, either through  non-coordinated or coordinated effects.  
4. CONCLUSION  
(28) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted i n application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
                                                 
13  See Replies  to Q11 -12 to questionnaire to customers .