Prior notification of a concentration (Case M.12261 – CD&R / SEALED AIR) – Candidate case for simplified procedure
Date: 2026-01-28
Institutions: Directorate-General for Competition, European Commission
Subjects: automation, company with share capital, economic concentration, foodstuff, merger control, packaging, provision of services, supplier








C_202600683EN.000101.fmx.xml












Official Journal of the European Union


EN
C series













C/2026/683


28.1.2026






Prior notification of a concentration
(Case M.12261 – CD&R / SEALED AIR)
Candidate case for simplified procedure
(Text with EEA relevance)
(C/2026/683)


1.   
On 19 January 2026, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1).
This notification concerns the following undertakings:






—


CD&R Fund XII, L.P. (‘CD&R Fund XII’, United States) controlled by Clayton, Dubilier & Rice, LLC (‘CD&R’, United States),










—


Sealed Air Corporation (‘Sealed Air’, United States).




CD&R will acquire within the meaning of Article 3(1)(b) of the Merger Regulation indirect sole control of Sealed Air.
The concentration is accomplished by way of public bid announced on 17 November 2025.


2.   
The business activities of the undertakings concerned are the following:






—


CD&R Fund XII is a private equity fund, and CD&R is a private equity investment firm based in the United States, which originates, structures and frequently acts as lead equity investor in management buyouts, strategic minority equity investments and other strategic investments,










—


Sealed Air is a global provider of packaging solutions that integrates sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes.






3.   
On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.
Pursuant to the Commission Notice on a simplified treatment for certain concentrations under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (2), it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.


4.   
The Commission invites interested third parties to submit their possible observations on the proposed concentration to the Commission.
Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:
M.12261 – CD&R / SEALED AIR
Observations can be sent to the Commission by email or by post. Please use the contact details below:
Email: COMP-MERGER-REGISTRY@ec.europa.eu

Postal address:





European Commission




Directorate-General for Competition




Merger Registry




1049 Bruxelles/Brussel




BELGIQUE/BELGIË







(1)  
            OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2)  
            OJ C 160, 5.5.2023, p. 1.


ELI: http://data.europa.eu/eli/C/2026/683/oj
ISSN 1977-091X (electronic edition)