CELEX: 32014M7104
Language: en
Date: 2014-03-14 00:00:00
Title: Commission Decision of 14/03/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7104 - CROWN HOLDINGS / MIVISA) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 14.3.2014
C(2014) 1791 final

|In the published version of this decision, some information |           |Public version                                                 |
|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|omitted has been replaced by ranges of figures or a general |           |                                                               |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.                                                |           |                                                               |
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|                                                            |           |MERGER PROCEDURE                                               |

|                                                                       |To the notifying party                                                 |

Dear Sirs,

Subject:    Case No M.7104 - CROWN HOLDINGS/ MIVISA
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

   1) On 24 January 2014 the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council  Regulation
      (EC) No 139/2004 by which the undertaking Crown Holdings, Inc. ('Crown', USA) intends to acquire, within the meaning of Article 3(1)(b)  of
      the Merger Regulation, sole control over Mivisa Envases, S.A.U. ('Mivisa', Spain) by way of  purchase  of  shares.[2]  Crown  is  hereafter
      referred to as the 'Notifying Party', Crown and Mivisa are hereafter collectively referred to as the 'Parties' or the 'Merged Entity'.

THE PARTIES

   2) Crown is a multinational company headquartered in Philadelphia, Pennsylvania, active in the design, manufacturing  and  sale  of  packaging
      products for consumer goods. The main business areas where Crown is  present  include:  (i)  aerosol  packaging;  (ii)  beverage  packaging
      (including cans, can ends and crowns); (iii) rigid metal packaging for  fruit,  fish,  pet  food  and  vegetables  (including  steel  cans,
      aluminium cans, 2-piece and 3-piece food cans in a variety of shapes as  well  as  can  ends);  (iv)  metal  closures  and  (v)  speciality
      packaging. Crown operates 149 production plants in Europe, the Middle East, Africa, the Americas, China and Southeast Asia. Crown is listed
      on the New York Stock Exchange.

   3) Mivisa, headquartered in Murcia, Spain, is primarily active in tinplate food can manufacturing, including 2-piece and  3-piece  food  cans,
      metal closures and stand-alone can ends. Mivisa operates through its  manufacturing  and  assembling  facilities  in  Spain,  Hungary,  the
      Netherlands, Morocco and Peru. Mivisa is currently controlled by The Blackstone Group L.P. ('Blackstone'), a global  investment  firm  with
      participations in companies active in various sectors.

THE OPERATION

   4) The proposed transaction (hereafter referred to as the 'Transaction') entails the acquisition of sole control of Mivisa  by  Crown  through
      the purchase by Crown of 100% of the shares of Lata Lux Holdings S.à.r.l., a company that owns 100% of the shares of  Adularia  Inversiones
      2010, S.L.U., which in turn owns 100% of Mivisa’s shares.

   5) The Transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

EU DIMENSION

   6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR  5,000  million[3]  (Crown:  EUR  6,585  million,
      Mivisa EUR […]). Each of them has an EU-wide turnover in excess of EUR 250 million (Crown: EUR […], Mivisa:  EUR  […]),  but  they  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.

COMMISSION'S ASSESSMENT

1 Relevant product markets

   7) The activities of the Parties overlap mainly in the manufacturing and sale of: metal food cans, stand-alone can ends and metal closures.[4]

1 Metal food cans

The Notifying Party's view

   8) The Notifying Party submits that, in line with past Commission decisions, metal  food  cans  constitute  a  separate  product  market  from
      beverage food cans[5] and from other glass or plastic food containers.[6]

   9) In addition to metal food cans, Crown also produces general line cans and speciality packaging cans. According to the Notifying Party  both
      types refer to straight walled or conical cans (with associated lids) but the former  are  used  for  packaging  decorative  paints,  inks,
      lacquers, coatings, industrial chemicals, industrial solvents, industrial lubricants or household chemicals, while speciality cans are used
      for fast-moving consumer goods, such as confectionery, biscuits, tobacco, coffee, edible oil fragrances, wines and spirits.  The  Notifying
      Party argues that these types of cans are not substitutable with ordinary metal food cans due to supply and demand side considerations.  In
      particular the Notifying Party claims that (i) the production lines used to manufacture these types of cans are technically different  from
      those used for metal food cans, (ii) general line and speciality cans are not used for the same types of products as those put  into  metal
      food cans and (iii) different filling lines are needed for the general line and speciality cans.

The Commission's market investigation

  10) The vast majority of customers consider that it is not possible to replace metal food cans by another packaging product  (e.g.  plastic  or
      glass) in their production process.[7] The main reasons for this lack of substitutability are the  habits  and  preferences  of  the  final
      consumers[8] and the long time and high costs of adjusting can fillers' production processes, including the sterilization lines, to the new
      type of packaging. Amongst the few customers who replied that it would be possible to replace metal food cans  with  other  products,  many
      specified that such a possibility is merely theoretical and in practice they have to use metal cans  due  to  consumer  preferences,  price
      differences between metal and glass packaging or the physical properties of glass packaging (i.e. it being more prone to damage).[9] On the
      other hand, the majority of competitors consider that it is possible for their customers to replace metal food cans by other products  such
      as plastic bags, trays, carton packing or glass jars.[10] However, competitors also recognise that such a switch would  require  investment
      in new machinery and that for products which require sterilisation, finding a replacement to  metal  food  cans  is  not  easy.[11]  Taking
      account of the market investigation, the Commission considers metal food cans constitute a distinct product  market  from  other  packaging
      products, such as plastic packaging or glass jars.

  11) The products put into metal food cans are usually: fruit and vegetables, fish, pet food and ready-made meals.  The  majority  of  customers
      believe that there are differences between metal food cans used for these different types of food products. Such differences relate  mainly
      to sizes, lacquering (resulting from different pH levels and various food safety legislation), thickness of the can and  ultimately,  final
      consumer preferences.[12] Competitors also point to some differences between cans used for pet food, seafood, fish, fruit or vegetables (in
      particular in terms of their shape, size or inside coating) but they admit that these differences have limited impact on production, due to
      a high level of supply-side substitutability, since manufacturers of metal food cans are in general able to adjust their  production  lines
      to different shapes or sizes or to apply different coatings.[13] For  the  purposes  of  this  case,  it  is  therefore  not  necessary  to
      distinguish between various metal food cans according to the type of product with which they are filled.

  12) There is also no need to sub-segment metal food cans according to the ultimate customer group to which the filled cans are sold,  i.e.  the
      retail or the food service sector. The only difference between cans destined for retail and cans  destined  for  the  food  service  sector
      relates to the size of the can with larger cans (i.e. of 800 g., 1 kg., 2.5  kg.,  3  kg.)  being  mainly  sold  to  the  latter  group  of
      customers[14].

1 Aluminium and tinplate food cans

The Notifying Party's view

  13) According to the Notifying Party there are no relevant differences between aluminium and tinplate food  cans  since  all  products  can  be
      canned in both. Nevertheless, the Notifying Party admits that there are countries where aluminium has  traditionally  been  used  for  more
      premium products, as well as other countries where sales of aluminium food cans are non-existent. The Notifying Party argues that, as  long
      as the can customers do not use production lines based on magnetic handling[15], the same machines can be used for filling  both  aluminium
      and tinplate cans. It also cites examples of switching between aluminium and tinplate cans. As a result the Notifying  Party  submits  that
      aluminium and tinplate cans should be considered as belonging to the same relevant market.

Previous Commission case-practice

  14) The Commission has previously considered that aluminium cans constitute a distinct market from tinplate cans.[16]

The Commission's market investigation

15) Despite the fact that aluminium cans are not commonly used by the respondents to the market investigation (i.e. the  majority  of  customers
    does not use them[17]), both customers and competitors consider that aluminium and tinplate cans are in general comparable in terms of their
    preservation properties (although some note that aluminium is less prone to rust but at the same time less resistant and thus  not  suitable
    for all food products).[18] On the other hand, many customers note that switching from tinplate to aluminium would require a change in their
    filling process (due to the necessary modification of the customers' magnetic filling lines and the fact that aluminium is  less  rigid  and
    thus could require different handling than tinplate[19]) and, it would  necessitate  investment.[20]  Most  competitors  also  confirm  that
    filling lines for tinplate and aluminium cans are indeed different.[21] Similarly, the prices for tinplate and aluminium cans appear  to  be
    different, as a result of the differences and volatility in raw material prices.[22] A few customers,  including  those  who  use  aluminium
    cans, stated that not all can sizes are available in both tinplate and aluminium.[23] The  market  investigation  was  inconclusive  on  the
    question of whether these two types of cans are comparable in terms of  final  consumer  preferences.  Some  respondents  noted  that  final
    customers appreciate the ease of opening characteristic of aluminium cans and that lithography  looks  better  on  these  cans  while  other
    respondents consider that final consumers see no difference between the two metals.[24]

16) The activities of the Parties overlap only in the manufacturing and sale of tinplate food cans since Mivisa does not produce aluminium cans.

3 2-piece and 3-piece metal food cans

The Notifying Party's view

  17) 2-piece cans have a top lid (can end) and a seamless body, of which the bottom is an integral part, with a typically rectangular  or  round
      base. 2-piece cans are produced through two main technologies: draw and redraw ("DRD") and draw and wall ironing ("DWI"), both described in
      paragraph (23) below.

  18) 3-piece cans are assembled through a welding process and composed of a cylindrical body to which a bottom lid and a top lid (can ends)  are
      attached.

  19) According to the Notifying Party, both 2-piece and 3-piece metal food cans should be considered  as  part  of  the  same  relevant  product
      market. To support this conclusion the Notifying Party claims that producers manufacture both types of cans and from the perspective of the
      customers they are easily interchangeable because adapting the filling lines takes minimal time and cost. On the other hand, the  Notifying
      Party admits that certain fish products (e.g. sardines) are packed in small rectangular 2-piece cans since these  cans  naturally  fit  the
      shape of the fish; while certain fruit and vegetables are, due to their size, better suited for taller 3-piece cans.

  20) The Notifying Party also submits that the overlap between the Parties in 2-piece cans is more limited because Mivisa's production of  these
      cans is smaller and sales of 2-piece cans are limited or non-existent in countries such as Hungary or regions such as the Benelux.

Previous Commission case-practice

  21) The previous decisions of the Commission are not decisive as to whether 2-piece and 3-piece cans belong to the same market. In one case the
      Commission noted that these two types of cans compete with each other,[25] while in another case the market investigation was  inconclusive
      (albeit suggesting substitutability).[26]

The Commission's market investigation

  22) The majority of customers and competitors consider 2-piece and 3-piece cans to be comparable in terms of preservation  properties  and  the
      majority of customers find them comparable also in terms of preferences of  their  final  customers  (although  one  customer  referred  to
      differences in national preferences).[27] The market investigation was inconclusive as to the existence of  differences  in  price  between
      these two types of cans.[28] However one of the differences the customers note is that  not  all  sizes  are  available  as  2-piece  cans.
      Regarding filling technology, the respondents were divided with some customers and competitors claiming that 2-piece and 3-piece  cans  can
      be filled with the same lines and others claiming that there are differences mainly because 2-piece cans are more  fragile  and  thus  more
      prone to damage during that process and 3-piece being thus easier to fill.[29] Generally, however, the  vast  majority  of  customers  have
      never switched between 3-piece and 2-piece cans in the last 10 years.[30] Those customers that have  switched  explain  that  they  did  so
      because of price difference between 3-piece and 2-piece cans. According to the majority of competitors, it would take more than one year to
      switch their production from 2-piece to 3-piece cans or vice versa, since they would need to invest in new technology (welding for 3-piece,
      while seaming for 2-piece).[31]

4 DRD and DWI metal food cans

The Notifying Party's view

  23) In the DRD process a metal sheet is shaped in a single draw into a cup, the sides of which preserve the  same  thickness  as  that  of  the
      original plate and the enamel coating remains intact. As a result 2-piece DRD cans are typically relatively shallow. In the DWI process the
      walls of the cup are stretched and thinned by ironing and as a result they are 25% thinner than the original  un-lacquered  plate.  2-piece
      DWI cans are taller and therefore, according to the Notifying Party, are in the industry considered as substitutes to 3-piece cans and that
      there is evidence of customers switching between these two types of cans. Aluminium is only used in the production of 2-piece DRD cans.

  24) The Notifying Party claims that, since the relevant product market should comprise  all  metal  food  cans,  due  to  the  high  degree  of
      substitutability between all the types of metal food cans, the distinction between 2-piece DWI cans and  2-piece  DRD  cans  would  not  be
      appropriate.

Previous Commission case-practice

  25) While the DWI and DRD technologies were mentioned in a recent Commission decision[32], the issue  whether  cans  made  according  to  these
      different technologies belong to the same relevant market was left open.

The Commission's market investigation

  26) An overwhelming majority of competitors contacted in the course of the market investigation do not produce DWI cans. However, the  majority
      of competitors consider DWI and DRD cans as comparable in terms of their  preservation  properties  and  product  characteristics.[33]  The
      responses as to the differences  in  prices,  in  filling  lines  or  preferences  of  final  customers  between  DRD  and  DWI  cans  were
      inconclusive.[34]

  27) Regarding the comparison between DWI 2-piece and 3-piece cans, the majority of customers considers these two types of cans to be comparable
      in terms of preservation properties and final customer preferences.[35] However, DWI 2-piece cans  are  generally  regarded  non-comparable
      with 3-piece cans in terms of price (customers estimate that DWI 2-piece  cans  are  approximately  3-8%  cheaper).[36]  Regarding  filling
      technology[37] and characteristics of the product, the customer responses were inconclusive, although some stated that DWI 2-piece cans are
      less prone to leakage.[38]

  28) The activities of the Parties overlap only in the manufacturing and sale of 2-piece DRD cans since Mivisa  does  not  produce  2-piece  DWI
      cans.

5 Conclusion on whether various sub-segments of metal food cans constitute distinct product markets

  29) On the basis of the above considerations, it is likely that there are separate product markets for (i) tinplate and aluminium cans, (ii) 3-
      piece and 2-piece cans, and (iii) 3-piece and DWI 2-piece cans as opposed to DRD 2-piece cans. However, for the purposes of this  Decision,
      the question of whether or not these various sub-segments of metal food cans ultimately constitute separate product  markets  can  be  left
      open since the commitments proposed by the Parties would eliminate any serious doubts as regards the compatibility of the Transaction  with
      the internal market under any plausible market definition.

2 Stand-alone can ends

The Notifying Party's view

  30) The Notifying Party submits that there are three types of food can ends: (i) standard ends (NEOs), for which a  can  opener  is  necessary,
      (ii) easy-open ends (EOEs), which incorporate a ring-pull allowing manual opening without a can opener, and (iii) peelable  ends,  where  a
      small tab on the lid is pulled to open. The latter are typically used for wet pet  food,  certain  small  fish  cans  and  salad  cans.  In
      addition, the Notifying Party states that most of the can ends are sold by the Parties together with the can body,  as  a  single  combined
      product.

Previous Commission case-practice

  31) EOEs were mentioned in a previous decision of the Commission but no conclusion as to the relevant market was reached.[39]

The Commission's market investigation

  32) The vast majority of customers consider that NEO, EOE and peelable ends are not comparable in terms of prices, product characteristics  and
      final customer preferences.[40] From the competitors' point of view, EOEs, NEOs and peelable ends are not comparable in  terms  of  product
      characteristics due to the different level of ease of opening and thus convenience and safety (no sharp edges) for the end-customer.[41] As
      one of the competitors noted, these are "completely different product[s] for different use  and  application  [and]  with  different  price
      range".[42] Others have also pointed to differences in prices between different can ends with peelable ends being the  most  expensive  and
      NEOs the least expensive.

  33) Customers for stand-alone can ends tend to be different from those for can ends sold  together  with  the  cans  in  that  the  former  are
      generally competitors of the Parties, while the latter are food processors (customers of the Parties).

  34) In fact, the vast majority of customers always buy can ends together with the metal can (i.e. as a package)  from  the  same  supplier,  in
      order to ensure the safety of their product, track  possible  problems  in  their  cans  and  avoid  uncertainties  as  to  the  supplier's
      responsibility.[43] The vast majority of customers also consider that there are significant risks in  buying  can  ends  from  a  different
      supplier than the one who supplies the actual cans.[44] Morever, the majority of customers would not switch to separate  purchases  of  can
      ends even in case of a permanent 5-10% price increase[45]. Finally, the majority of customers would not purchase metal food cans from a can
      manufacturer if that manufacturer would not be able to provide them with can ends.[46]

  35) Almost all competitors purchase some stand-alone can ends which they later resell to their customers together with  the  actual  cans  they
      produce. The competitors purchase at least 5% and, in the most extreme case, 70% of their total needs of can ends.[47]

  36) The market investigation among competitors was inconclusive as to the compatibility of can ends  purchased  from  one  supplier  with  cans
      manufactured by another supplier. One of the competitors stated that compatibility depends also on quality (i.e. first quality  can  bodies
      would not be compatible with "acceptable" can ends).[48] However, one of those competitors who did not confirm  full  compatibility  stated
      that differences are in fact minor due to the existence of industry standards.[49]

Conclusion

  37) Given the above, it appears that a separate market exists for stand-alone can ends as opposed to can ends sold jointly with can bodies as a
      package. However, for the purpose of this Decision, it can be left open whether stand-alone can ends should be sub-segmented further  since
      no competition concerns arise even under the narrowest product market definitions distinguishing  between  stand-alone  (i)  standard  ends
      (NEOs), (ii) easy-open ends (EOEs) and (iii) peelable ends.

3 Metal closures

  38) According to the Notifying Party, metal closures are used primarily for glass containers in the food and beverage industry. They consist of
      a metal piece, which seals glass jars and bottles through a twist-off mechanism. There are two types of metal closures: (i) ordinary twist-
      off, and (ii) press-on twist-off, with the latter being mainly used for baby food due to their superior resistance and better  preservation
      of the product.

  39) The Commission has previously only investigated beverage bottle closures but not metal closures for jars.[50]

  40) In the present case, there is no need to determine if metal closures should be segmented further due to the  limited  overlap  between  the
      Parties.

2 Relevant geographic markets

1 Metal food cans

  41) The activities of the Parties with respect to metal food cans overlap in the following EEA countries: Belgium,  France,  Germany,  Hungary,
      the Netherlands, Portugal and Spain.

The Notifying Party's view

  42) According to the Notifying Party, the market for food cans should be considered at least trans-border regional[51] and in any  event  wider
      than national, due to: (i) the fact that proximity  to  customers  is  no  longer  a  limiting  factor  for  establishing  a  can  factory,
      (ii) increased cross-border trade, (iii) lack of regulatory barriers, and (iv) decreasing transport costs.

Previous Commission case-practice

  43) In the most recent decision concerning metal food cans, while leaving the geographic market definition open, the Commission referred to the
      previous decisions,[52] in which the scope of the relevant geographic market was considered national and/or trans-border regional.[53]

The Commission's market investigation

  44) On the basis of the market investigation the Commission observes that the maximum distances of actual  purchases  by  customers  in  Spain,
      Portugal and Hungary are generally below 450 km. Customers in Germany, France and the Benelux appear to purchase  from  several  countries,
      although the maximum distance of sourcing is approximately 400-600 km from their facilities.

  45) In particular, customers in Spain appear to purchase metal food cans only from plants  in  Spain  and  from  distances  below  600  km.[54]
      Customers in Hungary also appear to purchase metal food cans domestically and from distances that  generally  do  not  exceed  400  km.[55]
      Customers in Portugal appear to purchase metal food cans only from Portugal and Spain and from distances below a 400 km radius.[56] On  the
      other hand, customers in the Benelux appear to purchase metal food cans from France, Germany, the Netherlands, Spain and the  UK.  However,
      most of these customers source from distances that do not exceed  400  km.[57]  Customers  in  France  purchase  from  France,  Italy,  the
      Netherlands, Spain and the UK (depending on where in France the customer is located), although the distance of these purchases varies: most
      customers purchase from distances below 600 km.[58] Customers in Germany purchase metal food cans from Germany, the  UK,  the  Netherlands,
      Italy and France (again, depending on where in Germany the customer is located). The maximum  distance  of  these  purchases  is  generally
      around 500-600 km.[59]

  46) In general, the majority of customers state that they would consider sourcing from a different geographic area than they  currently  do  if
      the price of their current purchases increased permanently by 5-10%.[60] However,  customers  in  Portugal  indicated  that  sourcing  from
      another area could be difficult in practice. Moreover, some customers in Spain stated that they would consider sourcing from  another  area
      but still in Spain. The vast majority of customers have never actually purchased metal food cans from a different area than  the  one  from
      which they currently purchase. This is particularly the case for customers in Hungary, Germany and France.[61]

  47) Customers estimate that the maximum distance which would allow a supplier to make a competitive offer in Spain ranges between 200  and  600
      km. In Portugal this distance is estimated by most customers at between 200 and 600 km, whereas  in  the  Benelux  and  in  Hungary  it  is
      estimated in the range of 200-500 km.[62] In France, the maximum distance which would allow a supplier  to  make  a  competitive  offer  is
      estimated in the range of 200-600 km, although for small sizes it could reach  1200 km  or  even  2000 km.  In  Germany,  the  majority  of
      customers estimate that distance which would allow a supplier to make a competitive offer would not exceed 600 km.[63]

  48) The majority of customers consider that there are no obstacles that preclude them from purchasing metal food cans from a plant which is not
      located in the same country as their filling plant. However, the majority of customers in Spain consider that it is difficult  to  purchase
      from plants located abroad.[64] On the other hand, competitors stated that in general they deliver their cans at an average distance in the
      range of 200-600 km.[65]

  49) The vast majority of customers states that there are significant price differences between different countries or clusters of countries  in
      the EEA. The main reasons would appear to be labour and energy costs, as well as transport costs. Prices appear to be generally cheaper  in
      Eastern Europe.[66] The majority of competitors also note that prices generally differ between different regions in the EEA.[67]

  50) This is not contradicted by the information provided by the Parties. In fact, the Parties' average prices and gross margin percentages tend
      to be significantly different between the different regions/countries, even taking into account the different can sizes. This is  evidenced
      by the example of Crown's average price for 73x109 diameter can in 2012 presented in Figure 1 below.

   Figure 1: Crown's average prices and gross margin percentage of the 73x109 diameter cans in 2012 in Spain, Portugal, France, Germany and the
                                                                     Benelux

                                                                       […]

  51) The information submitted by the Parties is also in line with the abovementioned patterns. Mivisa's sales in Spain are  mainly  (more  than
      […]) concentrated in a radius of 400 km around its Spanish plants, with the exception of La  Rioja  from  where  Mivisa  supplies  southern
      France. Similarly, Mivisa's plants in Hungary and in the Netherlands supply almost […] of their products  within  a  400  km  radius.  With
      respect to Crown, most of its sales (more than […]) from the plants located in Iberia, France, the Benelux and Hungary are  made  within  a
      radius of 400 km.[68]

  52) The main reason why delivery is generally profitable within a radius of around 200-600 km appears to be the high transport costs due to the
      high volume occupied by empty cans. The transport cost depends on the size of the can, since it is higher the higher the  volume  that  the
      can occupies. Essentially, transporting large volume empty metal food  cans  consists  of  transporting  large  amounts  of  air.  Although
      estimations of transport costs by customers vary significantly according to the volume of the  transported  can,  most  customers  estimate
      transport costs to fall in the range of 1.5-4% (of the price of the can) per 100 km. For some large sizes  transport  costs  may  represent
      more than 5% per 100 km.[69] Competitors estimate transport costs to be in the range of 1-3% per 100 km.[70] The data  on  transport  costs
      submitted by the Parties confirms that transport costs depend on the size of the can. The Parties' estimations are around […] of the  price
      of a can per 100 km, although in […] transport costs appear to be higher.

  53) Although the Parties claim that transport costs have decreased over the recent years, the majority of customers  and  competitors  consider
      that transport costs have increased in the last five years.[71]

  54) On-time delivery is an important factor in the metal food cans business. This is an element that also limits the distances that  the  empty
      cans generally travel. Customers place significance on the reliability of supply and the farther away the supplier's plant is located,  the
      higher the probability of delays in the delivery of the cans. This in turn may cause problems to customers in  managing  effectively  their
      production process. This is particularly the case for customers subject to seasonality in their production, since they  need  to  fill  the
      cans in the moment of the harvest/fishing, and they usually do not take deliveries of cans out of season to stock.[72]

1 Conclusion

  55) In view of the above, the geographic scope of the markets for metal food cans appears to be at least national or cross-border regional.

  56) However, the precise definition of the relevant geographic markets regarding metal food cans can be left open, as serious doubts arise both
      at national and at cross-border regional level and as the commitments proposed by the Parties eliminate all the serious  doubts  identified
      by the Commission as regards the compatibility of the transaction with the internal market.

2 Stand-alone can ends

The Notifying Party's view

  57) The Notifying Party claims that the market for stand-alone can ends is wider than EEA, possibly even global.

Previous Commission case-practice

  58) In its previous decisions the Commission has stated that the geographic scope of the market for bottle closures and can ends (for  beverage
      cans) is EEA-wide.[73]

    The Commission's market investigation

  59) Approximately half of the food processors who also purchase stand-alone can ends source them from across the EEA or  worldwide,  while  the
      vast majority of them purchases stand-alone can ends at a wider than national level (at least cross-border regional).[74] The vast majority
      of competitors sell stand-alone can ends at an EEA or even worldwide level.[75]

1 Conclusion

  60) In line with the Commission's findings in previous cases, the geographic scope of the markets for stand-alone can ends  is  at  least  EEA-
      wide.

3 Metal closures

The Notifying Party's view

  61) The Notifying Party claims that the market for metal closures is EEA-wide.

Previous Commission case-practice

  62) In its previous decisions the Commission has stated that the geographic scope of the market for bottle closures and can ends (for  beverage
      cans) is EEA-wide.[76]

The Commission's market investigation

  63) Half of the competitors stated that they sell metal closures at a worldwide level.[77] Most customers purchase metal closures at an EEA  or
      worldwide level, while the vast majority of customers purchase metal closures at  a  wider  than  national  level  (at  least  cross-border
      regional).[78]

1 Conclusion

  64) In line with the Commission's findings in previous cases, the geographic scope of the market for metal closures is at least EEA-wide.

      3 Competitive assessment

1 Metal food cans

Introduction

  65) The Transaction gives rise to horizontally affected markets in the market for metal food cans and more particularly in the  potential  sub-
      segments of: (i) all metal 3-piece food cans, (ii) all metal 2-piece food cans, (iii) 2-piece DRD, (iv) tinplate  food  cans,  (v)  3-piece
      tinplate food cans, (vi) 2-piece tinplate food cans, (vii) 2-piece DRD tinplate food cans and (viii) 3-piece food  cans  plus  2-piece  DWI
      food cans. As regards the geographic dimension of the relevant market the Transaction gives rise to horizontally affected markets  in:  the
      Benelux, France, Germany, Hungary, Spain and Portugal. Affected markets also arise in the  cross-border  regional  markets  of:  (i) Spain,
      Portugal and southern France; (ii) France, the Benelux, and adjacent areas in  Spain,  Italy,  Germany  and  southern  England;  (iii)  the
      Benelux, northern France and the adjacent areas of Germany; (iv) Germany and areas in certain  Member  States  in  proximity[79];  and  (v)
      Hungary and areas in certain countries in proximity[80].

  66) Although the relevant markets in metal food cans are not EEA-wide, it is worth presenting an overall picture at the EEA-wide level  to  put
      the market position of the Parties in a wider context. It should be noted that even at an EEA-wide level, as shown in Table 1,  the  Merged
      Entity would become by far the largest player, with a combined share of supply of around [50-60]% for  all  metal  food  cans.  The  second
      largest player in the EEA, under most of the potential product segmentations,[81] would be Ardagh, a producer of glass and metal  packaging
      solutions based in Luxembourg.

  67) Under most of the potential product segmentations the combined shares of supply of the Parties exceed 50% at the EEA level. The  exceptions
      concern only the potential narrower segments of all 2-piece cans and 2-piece DRD cans, where the overlap between  the  Parties  is  smaller
      (i.e. below [5-10]%) and where Ardagh would remain the supplier with the largest share of supply in the EEA. Under most  of  the  potential
      product segmentations the Transaction would essentially reduce the competitors from three to two at the EEA-wide level,  since  the  fourth
      player (after Ardagh)[82] in most cases[83] has a share of supply not exceeding [0-5]%.

                                         Table 1: Shares of supply in 2013 for metal food cans in the EEA

|                                    |All metal food  |3-piece         |2-piece         |2-piece DRD     |
|                                    |cans            |                |                |                |
|Crown                               |[20-30]%        |[20-30]%        |[20-30]%        |[20-30]%        |
|Mivisa                              |[40-50]%        |[40-50]%        |[40-50]%        |[40-50]%        |
|Combined                            |[60-70]%        |[60-70]%        |[70-80]%        |[70-80]%        |

       Source: Notifying Party

       The Notifying Party's view

  68) According to the Notifying Party, there are several players supplying the market in Spain, namely Ardagh, Auxiliar, Massilly and  G&M[138],
      all of them having high levels of spare capacity. The Notifying Party argues that this would limit the Merged  Entity's  ability  to  raise
      prices. The Notifying Party further argues that even in high season there is still spare  capacity  and  that  it  is  always  possible  to
      increase supply during high season by producing in the low season and inventorying this production or by increasing the number of shifts.

  69) The Notifying Party also considers that the threat of self-manufacturing in Spain poses a strong competitive constraint  on  suppliers.  It
      does not however provide examples of customers who produce metal food cans in-house.

  70) The Notifying Party further submits that the cost of switching to  alternative  suppliers  is  low  and  that  customers  multi-source.  In
      particular, it claims that prices in Spain are often negotiated for  each  individual  order  for  a  year,  which  facilitates  switching.
      Moreover, the Notifying Party argues that entry and expansion is easy since there are no relevant entry barriers and moving  lines  between
      different regions is common practice.

The Commission's market investigation and assessment

  71) On the basis of the market reconstruction carried out by the Commission it can be concluded that in  3-piece,  Crown  and  Mivisa  are  the
      players with the highest spare capacity levels in Spain, and in particular Mivisa whose spare capacity  is  similar  to  the  total  market
      demand of 3-piece cans in Spain. The spare capacity of the alternative players with production plants in Spain, namely Ardagh, Auxiliar and
      Massilly, is well below these of the Parties and in total below the combined sales of the Parties in Spain (and these  combined  sales  are
      more than [1-1.5] times higher than the combined spare capacity of the Parties' rivals).

  72) With respect to 2-piece metal food cans, Mivisa is clearly the player with the highest spare capacity. The remaining three alternatives  to
      the Parties have substantially lower spare capacity levels, although their combined spare capacity  amounts  to  a  similar  value  to  the
      Parties' combined sales. However, taking seasonality into account, the remaining spare capacity in the high season for 2-piece  cans  would
      not be enough to cover the Parties' combined sales in this period.

  73) After the Transaction, Crown would internalize the spare capacity of Mivisa, reducing the pressure on prices. Moreover, the potential gains
      resulting from a strategy to increase prices would be capitalised not only on Crown's sales volumes but also on Mivisa's sales. Hence,  the
      ability and the incentives for price increase are clearly higher after the Transaction. This is confirmed by customers  who  expressed  the
      view, in the course of market investigation, that the elimination of Mivisa would lead to higher prices in Spain.[139]

  74) Based on information provided by the Notifying Party, in 3-piece cans [70-80]% of Crown's sales and [80-90]% of  Mivisa's  sales  in  Spain
      correspond to customers that multi-source. Moreover, around [50-60]% of Crown's sales are to customers that also source from Mivisa and [40-
      50]% of Mivisa's sales are to customers of Crown.[140] This is not only evidence that customers  in  Spain  generally  need  at  least  two
      suppliers, but also that the majority of customers of each of the Parties  who  multi-source  buy  from  the  other  Party.  Following  the
      implementation of the Transaction this possibility would be eliminated. According to the majority of customers, the only  alternative  left
      would be Auxiliar. [141] One of the Spanish respondents to the market investigation claimed that it would no longer  have  any  alternative
      suppliers, because other players in the Spanish market are too small and not able to offer the volume levels required.[142] It should  also
      be noted that customers report that distance and transport costs play a major role in identifying alternative suppliers of metal food cans,
      due to the fact that moving empty cans over large distances is expensive and influences the reliability of supply.[143]

  75) Moreover, Spain is Mivisa's home market, where it is viewed by customers as a particularly efficient company, an aggressive competitor  (in
      terms of price) and one which is able to supply high volumes of high quality metal food cans in various sizes.[144] This  is  confirmed  by
      the internal documents of Crown where it is stated that […].[145]

  76) Taking into account the arguments of the Notifying Party as to the competitive constraints originating from the areas  neighbouring  Spain,
      the competitive landscape on a wider cross-border regional market was also analysed. In an area consisting of Spain, Portugal and  southern
      France, the combined market share of the Parties would still amount to [60-70]% in the market for all  metal  food  cans.  In  the  various
      segments, the combined market shares would be at least [50-60]% (in 2-piece cans with an  increment  of  [10-20]%  and  only  one  sizeable
      competitor remaining, i.e. Ardagh with a significantly lower market share of [30-40]%) and at most [70-80]% (in 2-piece tinplate cans, with
      an increment of [20-30]% and the next player Massilly holding a market share of only [5-10]%).

             Table 4: Market shares in 2013 for metal food cans in the region consisting of Spain, Portugal, and southern France[146]

|                                    |All metal food  |3-piece         |2-piece         |2-piece DRD     |
|                                    |cans            |                |                |                |
|Crown                               |[60-70]%        |[40-50]%        |[50-60]%        |[50-60]%        |
|Mivisa                              |[20-30]%        |[40-50]%        |[30-40]%        |[30-40]%        |
|Combined                            |[90-100]%       |[90-100]%       |[90-100]%       |[80-90]%        |

       Source: Notifying Party

       The Notifying Party's view

  77) The Notifying Party argues, as far as Portugal is concerned, that (i) there are high levels of spare capacity (originating  from  Ardagh's,
      Auxiliar's and Massilly's Spanish plants located near the Portuguese border and Colep's plant in Portugal), which would  limit  the  Merged
      Entity's ability to raise prices, (ii) the costs of switching to alternative suppliers are low and customers multi-source, (iii)  entry  is
      easy since there are no relevant entry barriers and  moving  lines  between  different  regions  is  a  common  practice,  and  (iv)  self-
      manufacturing poses a strong competitive constraint on suppliers.

  78) Moreover, the Notifying Party submitted a memorandum  on  the  competitive  constraints  in  Portugal  post-merger  where  it  argues  that
      competitors would find it profitable selling into Portugal from their plants in Spain.[148] The potential average margins of  a  competitor
      as efficient as Crown's Vigo plant would be around […]% for a supplier located in Vigo. Even if the supplier were not able  to  obtain  raw
      materials at prices comparable to those at which Crown procures them, the margins, according to the calculations of  the  Notifying  Party,
      would still remain at a minimum of […]% (if raw materials were […]% more expensive). Thus, Crown  concludes  that  competitors  located  in
      Spain would pose a constraint on the Merged Entity's incentives to raise prices in Portugal.

       The Commission's market investigation and assessment

  79) In Portugal the Transaction would create a quasi-monopolist for 3-piece metal food cans since the remaining player with plants in Portugal,
      Colep, has very limited spare capacity and is not viewed as a viable competitor by some of the Portuguese customers.[149]

  80) Most competitors and customers believe that Crown and Mivisa are each other's closest competitors  in  Portugal.[150]  Although  there  are
      alternative players in Spain located in the radius of 400 km that may be able to supply the Portuguese market  with  3-piece  cans,  namely
      Auxiliar, Ardagh and Massilly, they have low spare capacity levels (combined sales of the Parties would be [1-1.5] times higher than  total
      spare capacity), and are mostly concentrated on small sizes, while Portuguese customers, in particular  those  in  the  vegetable  industry
      mostly buy large size cans.

  81) For instance, one of the competitors located in Spain mentions that it could not serve Portugal from its Spanish plant since the Portuguese
      customers' demand is directed to large-size cans the transport of which would be too expensive.[151]

  82) In total the spare capacity of alternative players in the radius of 400 km is still lower than the Parties'  combined  sales  in  Portugal.
      Mivisa, on the other hand, is the player with […] spare capacity to supply Portugal, from its plants located within the 400 km  radius.  In
      fact Mivisa's spare capacity is […] in the Portuguese market for 3-piece cans.

  83) Similar to Spain, after the Transaction, Crown would internalize Mivisa's spare capacity thus  reducing  the  pressure  on  price  and  the
      potential gains of a price increase strategy would be capitalised not only on its own sales volumes but also  on  Mivisa's  sales  volumes.
      Hence, the ability and the incentives for price increase would be higher after the Transaction.

  84) Moreover, given the current structure of the Portuguese market (with only two sizeable players) and the  customers'  clear  preference  for
      multi-sourcing (also in order to have a quality back-up),[152] after the Transaction customers would not have any alternative  in  case  of
      quality problems with the products of the Merged Entity.

  85) With respect to 2-piece cans, the overlap is smaller and there is an alternative supplier, Ardagh, with a significant  market  share  ([30-
      40]%). Moreover, spare capacity of rivals, namely of Ardagh, Auxiliar and Massilly is well above the market demand, and thus sufficient  to
      supply the equivalent to the combined sales of the Parties even in the high season.

7 Benelux

  86) In the Benelux the Parties' combined market share in all metal food cans is [40-50]%, with the second player Ardagh  having  [40-50]%.  For
      the various possible segmentations, the combined market shares would vary between [40-50]% and [70-80]%,[153] with the next player  in  the
      market after Ardagh, i.e. CanPack, having market shares not exceeding [5-10]%.

                                        Table 7: Market shares in 2013 for metal food cans in the Benelux

|                                    |All metal food |3-piece        |2-piece        |2-piece DRD    |
|                                    |cans           |               |               |               |
|Crown                               |[30-40]%       |[20-30]%       |[30-40]%       |[30-40]%       |
|Mivisa                              |[10-20]%       |[20-30]%       |[10-20]%       |[10-20]%       |
|Combined                            |[40-50]%       |[40-50]%       |[40-50]%       |[40-50]%       |
|G&M                                 |[5-10]%        |[5-10]%        |[5-10]%        |[5-10]%        |
|CanPack                             |-              |-              |[5-10]%        |[5-10]%        |
|V&N                                 |[0-5]%         |[0-5]%         |[0-5]%         |-              |
|Kleeman                             |[0-5]%         |[0-5]%         |-              |-              |

         Source: Notifying Party

       The Notifying Party's view

  87) The Notifying Party presented a memorandum on the competitive constraints existing in the area of the Benelux.[155] Crown argues that in 2-
      piece cans the presence of Mivisa is marginal and while Mivisa sells 2-piece DRD only, Crown is focused on 2-piece  DWI  cans.  In  3-piece
      cans, Crown states that the vast majority of Mivisa's sales in the region (i.e. […]%) are made to one single client, […].

  88) Additionally, the Notifying Party argues that there are high levels of  spare  capacity  from  players  located  outside  the  Benelux  but
      supplying this area (namely, CanPack in Poland, G&M in Denmark, Ardagh in Germany, Kleeman in Germany and Silgan in Austria  and  Germany).
      The Notifying Party also refers to the fact that Massilly, although currently not supplying the Benelux, has plants located in France  with
      spare capacity and from which it could serve this region. According to the Notifying Party, given that transport costs have  decreased  and
      cross-border trade is more common, it is now possible for these players to make competitive offers in the Benelux region.

  89) The Notifying Party adds that customers in the Benelux multi-source and the costs of  switching  to  alternative  suppliers  are  low.  The
      Notifying Party also argues that self-manufacturing is more common in this area (naming […] as self-manufacturing customers of the Parties)
      and entry/expansion is easy. It also states that demand in the Benelux is highly concentrated which gives food  can  customers  significant
      countervailing buyer power.

  90) Finally the Notifying Party argues that Crown and Mivisa are not close competitors since Mivisa has focused  its  activity  mostly  on  one
      customer and the prices of the two firms have diverged in recent years.

       The Commission's market investigation and assessment

  91) In the Benelux, the overlap between the Parties in 2-piece cans is minimal ([0-5]% in the overall market for 2-piece cans and  maximum  [0-
      5]% in the potential segment of 2-piece DRD tinplate cans). Therefore the Transaction would not lead to a material change  to  the  current
      duopoly between Crown and Ardagh in 2-piece cans. Furthermore Crown's sales relate mostly to DWI 2-piece cans, Mivisa's  relate  solely  to
      DRD 2-piece cans.

  92) In 3-piece cans, although the Merged Entity would have a market share below 50% ([40-50]%), the only large competitor left would be  Ardagh
      ([40-50]%). The two fringe competitors jointly hold [10-20]% of the market but are located farther than 400 km away from the  Benelux  i.e.
      in Denmark (G&M) and Poland (CanPack). Moreover in the past four years G&M has not been able to increase its market share  in  the  Benelux
      and CanPack supplies only one customer in the Benelux.

  93) As regards the spare capacity levels of alternative players for 3-piece cans in the Benelux region (within the 400 km radius), it is all in
      the hands of Ardagh. The only exception is Kleeman, a small operator in Germany whose level of spare capacity is very limited.

  94) All the other players are located beyond the 400 km radius. In particular for the players located farther away  (Denmark  and  Poland),  it
      cannot be assumed that they are ready to dedicate all their spare capacity only to the Benelux. In fact, since Crown has a wide  geographic
      coverage, hypothetically if competitors dedicated their entire spare capacity to the Benelux, Crown could profitably raise  prices  in  the
      other areas, while these competitors would not be able to respond in these other regions with increased sales.

  95) Ardagh's spare capacity is large enough to supply the sum of Crown and Mivisa's sales in the Benelux. Thus any attempt to  increase  prices
      by the Merged Entity could theoretically be constrained by Ardagh since Ardagh would have the ability to supply all of the Merged  Entity's
      customers in the Benelux. However, in a duopolistic market it is highly questionable whether Ardagh would have any incentive to undercut  a
      price rise initiated by the Merged Entity (in particular as there is no evidence that Ardagh has to date tried to aggressively undercut the
      Parties[156]). It is more likely that Ardagh would have the incentive to follow the Merged Entity's price rise given  that  most  customers
      need two suppliers and there are no other alternatives within the radius of 400 km.

  96) In fact, in the Benelux, according to the Notifying Party, […]% of Crown's sales correspond to customers that multi-source, half  of  those
      using Mivisa as the alternative supplier.[157] The Transaction would eliminate this  possibility,  and  only  Ardagh  would  remain  as  an
      alternative to the Merged Entity.[158] This is confirmed by customers who refer that their only alternative in case they would no longer be
      able to purchase from the Parties would be Ardagh.[159] For Mivisa the number of multi-sourcing customers is substantially lower ([…]%)  as
      a result of the exclusivity agreement with its main customer […] (this exclusivity was in force during the period between  2007-2011).[160]
      Currently […] continues to single source from Mivisa.[161]

  97) Furthermore, Mivisa is viewed by customers as a particularly aggressive player in the Benelux[162] and customers  have  used  a  threat  to
      switch to Mivisa in their negotiations to put pricing pressure on Crown. In fact, one may argue that Mivisa's market share in  the  Benelux
      is not representative of the competitive pressure it poses given that it is a relatively recent entrant  (it  started  supplying  from  its
      plant in the Netherlands in 2007) and still fighting for a higher market share. The fact that Mivisa has one strong  customer  ([…]),  does
      not imply that Mivisa has not been able to gain other customers. To the contrary, Mivisa is, on the back of this one major  customer,  able
      to operate aggressively in the Benelux market. Moreover, the guaranteed volumes from […] enabled  it  to  justify  its  investment  in  the
      Benelux, something other potential entrants have not yet achieved.

  98) The majority of customers consider that Mivisa and Crown are each other's closest competitors in the Benelux area.[163]  The  evolution  of
      market shares (see Table 8) for 3-piece cans between Mivisa and Crown in the Benelux confirms closeness of competition:  when  one  of  the
      Parties loses market share the other one gains it. The tipping client was […], which switched from Crown to  Mivisa,  then  back  to  Crown
      (this is reflected in the market share fluctuations). CanPack has won a client from Ardagh (in 3-piece cans) and  G&M  market  shares  have
      been decreasing over the last four years.

  99) As regards the arguments of the Notifying Party concerning self-manufacturing and easy of entry/expansion refer to paragraphs (96) to (105)
      above. It should be also added that Crown notes in its internal documents[164] […]. The  Notifying  Party  also  admitted,  when  providing
      clarifications to this internal documents, that it still views self-manufacturing clients as potential  opportunities.  This  implies  that
      even those (few) customers who produce food cans in-house are still viewed as potential customers and thus the constraint  posed  by  self-
      manufacturing is not sufficient to remove competition concerns.

 100) The above analysis is also valid for the wider the region around the Benelux, including Benelux, northern France and the adjacent areas  of
      Germany. In this area the combined market share of the Parties would still be [40-50]% in the market for  all  metal  food  cans  (with  an
      overlap of [5-10]%) and [60-70]% in the market for 3-piece metal food cans. The only significant alternative would be  Ardagh.  In  2-piece
      cans the overlap between the Parties is minimal ([0-5]% in the overall 2-piece market and maximum [0-5]% in the  potential  segment  of  2-
      piece DRD tinplate).

              Table 9: Market shares in 2013 for metal food cans in the Benelux, northern France and adjacent areas of Germany[165]

|                                    |All metal food |3-piece        |2-piece        |2-piece DRD    |
|                                    |cans           |               |               |               |
|Crown                               |[40-50]%       |[30-40]%       |[40-50]%       |[40-50]%       |
|Mivisa                              |[20-30]%       |[20-30]%       |[20-30]%       |[20-30]%       |
|Combined                            |[60-70]%       |[60-70]%       |[60-70]%       |[60-70]%       |
|Massilly                            |[5-10]%        |[5-10]%        |[5-10]%        |[5-10]%        |
|Others                              |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |

        Source: Notifying Party

       The Notifying Party's view

 101) According to the Notifying Party there are high levels of spare capacity to supply the French market. In southern France there are at least
      three alternative players to the Parties, namely Ardagh, Massilly and Auxiliar that can supply from their plants in France  and  Spain  (La
      Rioja). In northern France there are at least three additional players, namely Ardagh, Massilly and Kleeman  that  can  supply  from  their
      plants in France and Germany.

 102) The Notifying Party also raises the following arguments (i) the costs of switching to alternative suppliers are low  and  customers  multi-
      source, (ii) entry is easy since there are no relevant entry barriers and moving lines between different regions is a common practice,  and
      (iii) self-manufacturing poses a strong competitive constraint on suppliers.

       The Commission's market investigation and assessment

 103)  In France, the Transaction would essentially lead to a duopoly on the overall market for metal food cans between the Merged  Entity  (with
      market shares around [40-50]%) and Ardagh (with market share around [40-50]%). The other remaining competitor, Massilly, has only a limited
      market share (around [5-10]%). As regards potential further segmentations, the overlap is  significant  for  3-piece  cans  ([20-30]%)  and
      rather minimal for 2-piece cans ([0-5]%).

 104) According to the market investigation, the Transaction would raise (i) competition concerns in southern France similar to those  raised  in
      Spain, and (ii) competition concerns in northern France similar to those raised in the Benelux.

 105) In fact, for 3-piece cans, most of the spare capacity to serve the market in France is in the hands of Mivisa, namely in its plants in  the
      Benelux and in Spain (La Rioja). In France, the only alternative players with spare capacity are Ardagh and Massilly. However, their  total
      spare capacity located in France is substantially lower than the combined sales of the Parties (the combined sales of the Parties  is  more
      than 1.8 higher than the combined spare capacity of rivals).

 106) If the regions around France are taken into account, then spare capacity for 3-piece cans increases (namely as a result  of  including  the
      plants of Massilly and Auxiliar in La Rioja and Ardagh in Germany). If all these players dedicate their spare capacity to serve the  French
      market the Merged Entity may not have the ability to implement a successful strategy of price increases in France. However,  it  cannot  be
      assumed that all these players are ready to dedicate all their spare capacity only to France. Moreover, all these plants are  spread  in  a
      large region surrounding France not being able to supply with the same profitability all the regions in France.

 107) Additionally for customers that multi-source, there are fewer alternatives since most of the spare  capacity  is  again  in  the  hands  of
      Ardagh. Similar to the Benelux, the incentives of Ardagh to compete against a price rise implemented by the Merged Entity are questionable.
      It is more likely that Ardagh would have the incentive to follow the Merged  Entity's  price  rise  given  that  most  customers  need  two
      suppliers and there are very few other alternatives in the radius of 400 km.

 108) In fact, […]% of Crown's sales in France are to clients that multi-source. […]% of these clients are common customers with Mivisa and  thus
      they would lose their alternative supplier after the Transaction. As regards Mivisa, all of its customers multi-source and more  than  […]%
      of Mivisa's sales are to customers that also source from Crown.[168] Regarding other suppliers,  most  customers  only  use  Ardagh  as  an
      alternative to the Parties, although Massilly is also referred to as a possible alternative.[169]

 109) The analysis of market share evolution, presented in Table 11, shows that Crown lost market share  to  Mivisa  in  2011  in  3-piece  cans.
      However, in 2013 Mivisa lost market share, mainly to Ardagh. In 2012 Crown gained market share in 3-piece cans from  Ardagh,  and  then  it
      lost market share to Ardagh in 2013. Thus it seems that the main competition has occurred between Crown, Mivisa and Ardagh.

 110) In the area around France, including France, Benelux and the adjacent areas in Spain, Italy, Germany and  southern  England,  the  combined
      market share of the Parties would still amount to [50-60]% in the market for all metal food  cans.  In  the  various  market  segments  the
      combined market shares would be at least [40-50]%[170] and at most [60-70]%, while the market shares of Ardagh range between  [10-20]%  and
      [50-60]% and the market shares of Massilly range between [0-5]% and [30-40]% (the latter only relating to 2-piece DRD tinplate).

         Table 12: Market shares in 2013 for metal food cans in France, Benelux and adjacent areas in Spain, Italy, Germany and southern
                                                                   England[171]

|                                            |All metal food cans                      |
|Crown                                       |[40-50]%                                 |
|Mivisa                                      |[10-20]%                                 |
|Combined                                    |[60-70]%                                 |
|Ardagh                                      |[10-20]%                                 |
|CanPack                                     |[0-5]%                                   |
|PikoPack                                    |[10-20]%                                 |
|Sarten                                      |[0-5]%                                   |
|Silgan                                      |[0-5]%                                   |

            Source: Notifying Party

 111) As shown in Table 14, during the period 2010-2013 the Parties' market shares remained constant except in 2012 when Crown seems to have lost
      one client to Mivisa, which it then regained in 2013. The combined market share of the Parties decreased by [0-5] percentage points  during
      this period (in favour of Ardagh, PikoPack and Silgan).

                              Table 14: Market shares in the period 2010-2013 for 3-piece metal food cans in Hungary

|                                    |2010           |2011           |2012           |2013           |
|Crown                               |[40-50]%       |[40-50]%       |[30-40]%       |[40-50]%       |
|Mivisa                              |[20-30]%       |[20-30]%       |[20-30]%       |[10-20]%       |
|Combined                            |[60-70]%       |60-70]%        |[60-70]%       |[60-70]%       |
|CanPack                             |-              |-              |[0-5]%         |[0-5]%         |
|PikoPack                            |[10-20]%       |[10-20]%       |[10-20]%       |[10-20]%       |
|Sarten                              |-              |-              |[0-5]%         |[0-5]%         |
|Silgan                              |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |

         Source: Notifying Party

       The Notifying Party's view

 112) The Notifying Party submitted a memorandum[172] on the  competitive  pressures  present  in  Hungary,  in  which  it  argues  that  several
      competitors would remain active after the Transaction, namely PikoPack and Ardagh with plants in Hungary and  CanPack,  Silgan  and  Sarten
      with plants outside Hungary but still within the radius of 400 km. According to the Notifying Party, these  players  have  high  levels  of
      spare capacity and are able to produce all sizes of cans sold in Hungary.

 113) Moreover, the Notifying Party claims that there are high flows of cross-border trade in Hungary and  that  margins  are  sufficient  to  be
      profitable for a supplier outside Hungary to start supplying customers in Hungary. According to Crown the potential margins of  a  supplier
      located outside Hungary would be at least […]%, (for Silgan in Austria, assuming transport costs of […]% and on the basis  of  the  highest
      labour cost), and for the remaining suppliers above […]%.

       The Commission's market investigation and assessment

 114) Although the Merged Entity would have a market share above [60-70]% in Hungary and customers currently  purchase  metal  food  cans  mainly
      domestically, there seems to be significant potential for imports by several important players from neighbouring countries. In  particular,
      the plants of Silgan (Slovakia and Austria), Ardagh (Hungary and the Czech Republic), PikoPack (Hungary) and CanPack (southern Poland)  are
      all located within a 400 km radius from the centre of Hungary.[173] In fact,  most  of  the  customers  mention  alternative  suppliers  in
      neighbouring countries. As such, in contrast to Spain, the Benelux and France, the Transaction would not reduce the number of  key  players
      to two.

 115) When analysing multi-sourcing in Hungary, […] Mivisa's customer's multi-source and […]% of Crown' sales are to customers who  multi-source,
      most of them not only from Crown/Mivisa but also from Ardagh, PikoPack and Silgan.[174] In fact, the majority of customers in Hungary refer
      not only to Ardagh as an alternative to the Parties but also to Silgan in  case  they  would  no  longer  be  able  to  purchase  from  the
      Parties.[175] Also, according to the Notifying Party, one of its large customers in Hungary will launch  in-house  can  production  in  the
      first half of 2014.[176] This was confirmed by the customer in question in the course of market investigation.

 116) The total spare capacity of alternative players within the radius of 400 km around Hungary is about [1-1.5] times higher than the  combined
      sales of the parties in Hungary, and almost equivalent to the total demand of the Hungarian market. In a 600 km radius, there are also  the
      plants of Sarten (Bulgaria) and Silgan (Slovenia) with significant spare capacities.

 117) Taking into account seasonality, rivals' spare capacity in the high season (April to September) in  the  radius  of  400  km,  (assuming  a
      pattern of 6 working days per week), is still enough to cover the combined sales of the Parties in Hungary and even in the radius of 400 km
      around Hungary.

 118) It is therefore likely that rivals would have the ability to increase supply to customers located in Hungary to such an  extent  that  they
      could defeat attempts by the Merged Entity to increase prices. Moreover, given that there remain a number of  alternatives  on  the  market
      after the Transaction for multi-sourcing customers, including relatively new entrants to the Hungarian market such as  Silgan,  Sarten  and
      CanPack, it is more likely than not that these competitors would have the incentive to compete rather than simply  follow  any  price  rise
      attempts.

 119) Mivisa was also not seen as a very aggressive competitor in Hungary[177] as opposed to other regions.[178] It has just three main customers
      which include the two firms that sponsored its entry into Hungary in 2007 and a third one that started being supplied after the move to the
      new location in Hungary in 2012,[179] and since then it has not expanded much. These facts are confirmed by the market share evolution (see
      Table 14).

 120) In a potential wider market including Hungary and adjacent areas the situation would be  somewhat  different,  since  the  combined  market
      shares of the Parties would be substantially lower. In the broader market including all metal food cans the combined market shares would be
      [30-40]%, with an overlap of [5-10]%. In the other potential segmentations the combined market share would be of  similar  magnitude,  with
      three other players with market shares above [10-20]%, although the Merged Entity would still be the largest player in the  market  on  the
      basis of almost all market segmentations. This seems to confirm that the effects of the Transaction in Hungary would not be significant.

     Table 15: Market shares in 2013 for metal food cans in Hungary and adjacent areas in Austria, Bosnia, Bulgaria, Croatia, Czech Republic,
                                   Moldova, Poland, Serbia, Slovak Republic, Slovenia, Romania and Ukraine[180]

|                  |All metal food  |3-piece         |All tinplate    |3-piece tinplate|3-piece +       |
|                  |cans            |                |                |                |2-piece DWI     |
|Crown             |[30-40]%        |[30-40]%        |[30-40]%        |[30-40]%        |[30-40]%        |
|Mivisa            |[5-10]%         |[5-10]%         |[5-10]%         |[5-10]%         |[5-10]%         |
|Combined          |[30-40]%        |[30-40]%        |[30-40]%        |[30-40]%        |[30-40]%        |
|G&M               |[0-5]%          |-               |[0-5]%-         |-               |-               |
|CanPack           |[10-20]%        |[10-20]%        |[10-20]%        |[10-20]%        |[10-20]%        |
|PikoPack          |[0-5]%          |[5-10]%         |[5-10]%         |[5-10]%         |[5-10]%         |
|FMP               |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Sarten            |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Silgan            |[10-20]%        |[20-30]%        |[20-30]%        |[20-30]%        |[20-30]%        |
|MGK               |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Argo              |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |

        Source: Notifying Party

 121) These values are not significantly different from the Merger Entity's share of total capacity for 3-piece metal food cans in  a  radius  of
      400 km around Hungary. The Parties would jointly control under [40-50]% of the capacity available and three  competitors  (Ardagh,  CanPack
      and Silgan) would each still hold more than [10-20]% of the capacity in the region[181]

18 Germany

 122) In Germany, the market structure is to a certain extent different than in the other  geographic  areas  described  in  this  Decision.  The
      Parties' combined market share would amount to almost [30-40]%  in  the  market  for  all  metal  food  cans.  Although,  in  some  of  the
      segmentations the combined market share would amount at most to [60-70]% (in the segment of 3-piece tinplate cans), the overlap between the
      Parties would be at most [0-5]%.[182]

                                          Table 16: Market shares in 2013 for metal food cans in Germany

|                                |All metal food cans      |3-piece              |2-piece                  |
|Crown                           |[20-30]%                 |[5-10]%              |[20-30]%                 |
|Mivisa                          |[5-10]%                  |[10-20]%             |[5-10]%                  |
|Combined                        |[30-40]%                 |[20-30]%             |[10-20]%                 |
|Ardagh                          |[50-60]%                 |[70-80]%             |[60-70]%                 |
|Sonoco                          |[0-5]%                   |-                    |[0-5]%                   |
|Others                          |[0-5]%                   |[0-5]%               |[0-5]%                   |

       Source: Notifying Party

 123) The majority of the Parties' competitors, which are the potential customers of stand-alone can ends, believes that  the  Transaction  would
      have no impact on stand-alone can ends, since the market is at least EEA-wide (if not global) with many alternative sources of supply.[185]
      Some of the competitors claimed that since stand-alone can ends can travel farther, they can be sourced even from outside the EEA.[186]

2 Metal closures

 124) In the potential market for metal closures the combined market share of the Parties would amount to approximately [30-40]%, with an overlap
      of [0-5]%.

                                            Table 19: Market shares in 2012 for metal closures in EEA

|Crown                           |[20-30]%                 |
|Mivisa                          |[0-5]%                   |
|Combined                        |[30-40]%                 |
|Silgan                          |[30-40]%                 |
|Tecnocap                        |[5-10]%                  |
|Massilly                        |[5-10]%                  |
|V&N                             |[0-5]%                   |
|Pano                            |[0-5]%                   |
|TOKK                            |[0-5]%                   |
|Bemasa                          |[0-5]%                   |
|Others                          |[5-10]%                  |

                   Source: Notifying Party

 125) All competitors and the majority of customers consider that the Transaction would have no impact in the market for  metal  closures,  since
      the market is at least EEA-wide (if not global) with many alternative sources of supply.[187] Examples of  possible  alternative  suppliers
      are Silgan (the market leader with a market share of [30-40]%), Tecnocap (with [5-10]%) and Massilly (with [5-10]%).

4 Conclusion

 126) The Commission has found that the Transaction results in very high market shares for the Merged Entity in Spain  ([70-80]%  for  all  metal
      food cans) and Portugal ([80-90]% for 3-piece cans). After the Transaction  an  important  and  aggressive  competitor,  Mivisa,  would  be
      eliminated. In Portugal there is no other credible supplier to the Merged Entity, while in Spain only Auxiliar would remain as  a  sizeable
      player. Spare capacity in both Portugal and Spain would mostly be in the hands of the Merged Entity. Therefore  other  players  would  have
      limited ability to supply customers with required volumes and product ranges. As a result,  after  the  Transaction,  the  Merged  Entity's
      market power would be increased and it would have the ability and incentive to engage in a strategy to  increase  prices  in  Portugal  and
      Spain (and potential wider cross-border regional markets).

 127) The Commission has also found that the Transaction results in high market shares for the Merged Entity in the Benelux ([40-50]% in  3-piece
      cans) and France ([60-70]% in 3-piece cans). The Transaction would remove Mivisa as a relatively recent and  aggressive  entrant  from  the
      Benelux and the French markets. In both the Benelux and France only one sizeable competing supplier would remain (namely Ardagh).  Most  of
      the remaining spare capacity would also be held by this same one competitor. In this duopolistic market Ardagh  would  have  incentives  to
      follow Merged Entity's strategy to increases prices.

 128) Taking into account the results of market investigation, the Commission concludes that Crown and Mivisa are viewed by the majority of  both
      their rivals and customers as close competitors. The Parties' rivals have identified various restrictions to their spare capacity  (related
      to seasonality and the need to keep buffer capacity). Moreover customers submitted that quality is the most important factor when selecting
      a new metal food cans supplier and therefore they carry  homologation  procedures  before  making  their  decision.  The  length  of  these
      procedures implies that there may be difficulties in switching to a new supplier. While multi-sourcing appears to be a common  strategy  of
      the customers, it takes place mostly among the two or three main players and therefore these market players may have more market power than
      what results only from their market shares. Additionally self-manufacturing is of much lesser importance as a  competitive  constraint  and
      only available to particularly large customers. It can also be concluded that entry through the establishment of production facilities in a
      new country is relatively difficult and requires finding large volume customer commitments.

 129) On this basis the Commission has serious doubts that the Transaction is  likely  to  significantly  impede  effective  competition  in  the
      internal market through non-coordinated effects, in particular as a result of creation of a dominant position in Spain  and  Portugal  (and
      potential wider cross-border regional markets) and by eliminating  important  competitive  constraints  in  the  Benelux  and  France  (and
      potential wider cross-border regional markets).

 130) On the other hand the Commission does not consider serious doubts to arise in respect of Hungary (and potential wider cross-border regional
      markets), mainly because of the presence of significant alternative suppliers in addition to Ardagh (such as: Silgan, CanPack and PikoPack)
      with sufficient capacity to counteract potential attempts by the Merged Entity to increase prices.

 131) Likewise the Commission does not consider serious doubts to arise in respect of Germany, mainly because of the small  overlap  between  the
      Parties and the presence of significant alternative suppliers in addition to Ardagh (such as  Silgan,  G&M  and  CanPack)  with  sufficient
      capacity to counteract potential attempts by the Merged Entity to increase prices.

 132) For the reasons summarised above the Commission concludes that the Transaction raises serious doubts  as  to  its  compatibility  with  the
      internal market and the EEA Agreement regarding the markets for metal food cans and its potential segmentations in:

   a) Spain,

   b) Portugal,[188]

     c) the Benelux,[189] and in

     d) France.[190]

 133) Equally, under a wider definition of the relevant geographic market(s), i.e. cross-border regional, the  Transaction  gives  also  rise  to
      serious doubts as to its compatibility with the internal market and the EEA Agreement regarding the markets for metal  food  cans  and  its
      potential segmentations in the following areas:

   a) Spain, Portugal and southern France;

   b) France, the Benelux and adjacent areas in Spain, Italy, Germany and southern England;[191]

   c) the Benelux, northern France and the adjacent areas of Germany.[192]

REMEDIES

1 Description of the proposed commitments

 134) In order to render the concentration compatible with the internal market, the  Notifying  Party  modified  the  notified  concentration  by
      proposing commitments on 21 February 2014, Following the market test of these proposed commitments, the final and improved version  of  the
      commitments (the 'Commitments') as described below, was submitted on 11 March 2014. The Commitments are annexed to this Decision  and  form
      an integral part thereof.

 135) The Commitments include the following two divestment businesses:

      1) The divestment of Crown's metal cans business in Spain, which consists of five plants located in: La Rioja, Murcia,  Coruxo-Vigo,  Ugao-
         Miravalles and Montmeló (the "Spanish Divestment Business"). The divestment  will  include  personnel  (including  sales  and  marketing
         personnel), existing contracts with customers and suppliers, machinery and in general all assets associated with the  operation  of  the
         plants. In addition Crown is also prepared to provide the purchaser with: (i) any can ends that it cannot produce internally;  (ii)  any
         cutting, lacquering and/or printing plate services; and (iii)  support  for  sourcing  raw  materials  (tinplate,  aluminium,  lacquers,
         coatings, compounds) for a transitional period of up […]. The purchaser may also opt to acquire all of these materials and services from
         third party suppliers present in the market. Moreover in order to better address competition concerns  in  the  area  of  Portugal,  the
         Spanish Divestment Business also includes:

           a) The installation of an additional production line at the Vigo plant in order to enable it to manufacture 3-piece food cans of 99mm
              diameter (the one type of diameter that the Vigo plant cannot  currently  produce  and  which  is  currently  sold  to  Portuguese
              customers by Crown's Portuguese plant and by Mivisa's plant in Extremadura) with the capacity to produce […] per  year.[193]  This
              line will be transferred from another non-Spanish plant of Crown.

           b) The assignment to the purchaser of Crown's metal food can business in Spain of either (i)  contracts  with  Mivisa’s  3-piece  can
              Portuguese customers; or (ii) contracts with Crown’s 3-piece can Portuguese customers representing a market  share  equivalent  to
              that of Mivisa’s customers under (i). After the transfer these customers would be served by the purchaser from the Vigo plant.

      2) The divestment of Mivisa's metal food can business in the Netherlands, which  consists  of  one  plant  located  in  Horst  (the  "Dutch
         Divestment Business"). The divestment would include the plant's assets, contracts and customers. To the extent that the  purchaser  does
         not have cutting, lacquering and/or printing capacity, Crown would be available, at the purchaser's request, to  supply  these  services
         for a transitional period of up to […] until the purchaser is able to provide them independently or to source them from the market.

 136) Finally, the Commitments foresee that the purchaser must be independent and unconnected to the Parties and have  the  financial  resources,
      proven expertise (in particular it should have experience in the manufacture of metal food cans) and incentive to maintain and develop  the
      Divestment Businesses as a viable and competitive force in competition with the Parties and other competitors.

 137) It is noted that the Notifying Party […]. However, for the reasons set out in  section  V.3.2  of  the  present  Decision,  the  Commission
      concluded that the Commitments were sufficient to remove its serious doubts.

2 The Notifying Party's view on the Commitments

 138) Crown considers that the proposed divestment addresses any competition concerns in the Benelux, France, Portugal and Spain by significantly
      reducing the overlap between Crown and Mivisa.

 139) With particular regard to southern France, Crown argues that the purchaser of  the  Spanish  Divestment  Business  could  exert  a  similar
      competitive pressure as Mivisa is currently exerting from its plant in La Rioja. According to the memorandum  presented  by  the  Notifying
      Party on the suitability of the La Rioja plant to address competition concerns in southern France,[194]  Crown’s  plant  in  La  Rioja  has
      enough spare capacity to cover Mivisa’s sales in southern France and nearly [90-100]% of the combined sales of the Parties in this  region.
      Even taking into account seasonality, there would still be enough spare capacity to cover Mivisa's sales.

 140) Moreover, Crown estimates the potential margins that the purchaser of the Spanish Divested Business  could  obtain  from  serving  southern
      France from La Rioja to be approximately […]%. This is only slightly below the value that Crown is earning by serving this same region from
      its plant in France ([…]%). Considering alternative scenarios with higher  transport  costs  or  higher  costs  of  raw  material  for  the
      purchaser, Crown estimates that margins would still be above […]%, and thus enough to make it profitable for the purchaser to  supply  this
      market and exert competitive pressure over Crown after the Transaction.

 141) Regarding Portugal Crown submits that after the installation of the 99mm diameter production line the plant in Vigo the Spanish  Divestment
      Business would be able to supply all can specifications currently sold in Portugal and would then have spare  capacity  to  serve  all  the
      needs of the Portuguese customers in 3-piece cans. Crown also estimates that the purchaser of the Spanish Divestment Business could  obtain
      an average margin of […]% by serving Portugal, comparable with the margin of […]% obtained by  Crown  when  serving  these  customers  from
      Alcochete in Portugal. It therefore concludes that the purchaser of the Spanish Divestment Business  would  still  find  it  profitable  to
      supply Portugal thus exerting competitive pressure over Crown after the Transaction.

3 The Commission's assessment of the Commitments

1 Framework for the Commission's assessment of the Commitments

 142) Where a concentration raises serious doubts as to its compatibility with the internal market, the  parties  may  undertake  to  modify  the
      operation so as to remove the grounds for the serious doubts identified by the Commission with a view to having the transaction approved in
      phase I of the merger review procedure.

 143) As set out in the Commission Notice on Remedies[195] the commitments have to eliminate the competition concerns entirely, they have  to  be
      comprehensive and effective from all points of view and they must be capable of being implemented effectively  within  a  short  period  of
      time, as the conditions of competition on the market will not be maintained until the commitments have been fulfilled.[196]

 144) In assessing whether or not the remedies will restore effective competition, the Commission considers the type,  scale  and  scope  of  the
      remedies by reference to the structure and the particular characteristics of the market in which the competition concerns arise.[197]

 145) Divestiture commitments are the best way to eliminate competition concerns resulting from horizontal overlaps.[198] Other commitments (such
      as licensing) may be suitable to resolve competitive concerns if those remedies are  equivalent  to  divestitures  in  their  effects.  The
      divested activities must consist of a viable business that, if operated by a suitable purchaser, can compete effectively  with  the  Merged
      Entity on a lasting basis and that is divested as a going concern.[199]

 146) The business must include all the assets which contribute to its current operation or which are  necessary  to  ensure  its  viability  and
      competitiveness and  all  personnel  which  are  currently  employed  or  which  are  necessary  to  ensure  the  business'  viability  and
      competitiveness. Personnel and assets which are currently shared between the business to be divested and other businesses of  the  parties,
      but which contribute to the operation of the business or which are necessary to ensure its viability  and  competitiveness,  must  also  be
      included. Otherwise, the viability and competitiveness of the business to be divested would be endangered. Therefore, the divested business
      must contain the personnel providing essential functions for the business, at least in a sufficient proportion to meet the  on-going  needs
      of the divested business.[200]

 147) Furthermore, the intended effect of the divestiture will only be achieved if and once the business is transferred to a  suitable  purchaser
      with proven relevant expertise and ability to maintain and develop the divested business as a viable and active competitive undertaking.

2 The Commission's market test and assessment of the Commitments

 148) The Commission launched a market test of the commitments on 24 February 2014. In general, no substantiated concerns were  expressed  as  to
      the appropriateness of the commitments as a whole,[201] although the market test identified specific elements of the commitments that  were
      subsequently improved by the final version submitted on 11 March 2014.[202]

1 The Spanish Divestment Business

 149) The Commission concludes that the Commitments remove almost entirely[203] the overlap in Spain, both in 2-piece and 3-piece cans. In  fact,
      the purchaser would become the market leader in Spain in respect of 2-piece cans. Since the transfer of the Spanish Divestment Business  is
      structured as a sale of shares, there will be a direct substitution of Crown by the purchaser,  which  could  continue  exerting  the  same
      competitive pressure as Crown is exerting currently in that region.

 150) The proposed commitments also remove the serious doubts identified in Portugal. Taking into account the positive gross margins presented by
      the Notifying Party the purchaser of the Spanish Divestment Business could profitably serve Portuguese customers from the  plant  in  Vigo.
      Even if the assumptions of these margin analyses are modified to include further incremental costs (for instance resulting  from  the  need
      for warehousing or for additional shifts), which the purchaser might have to incur, it appears that the gross margins  would  still  remain
      significantly positive. Additionally, the assignment of Crown's and/or Mivisa's contracts with Portuguese customers to the purchaser of the
      Spanish Divestment Business will further increase the latter's incentives to supply Portugal from Spain, and Vigo in particular.

 151) Finally, the purchaser could exert similar competitive pressure in southern France from La Rioja as Mivisa is currently exerting  from  its
      plant also in La Rioja.[204] The analyses presented by the Notifying Party show that the gross margins from supplying cans from La Rioja to
      southern France are positive, approximately […]%. This would allow even a less efficient supplier than Crown to make profitable  sales  and
      thus be incentivised to serve customers in southern France from La Rioja.

 152) With regard to the analysis of the commitments from a customer's viewpoint customers did not specifically identify  any  additional  assets
      nor propose any modifications to the divestment assets, which could increase the viability of the Spanish Divestment Business.[205] Nor did
      customers or competitors identify any elements of the commitments that could create uncertainties or delays to the purchaser of the Spanish
      Divestment Business in establishing itself as a competitive force in the market.[206]

 153) Customers submitted that whether the purchaser of this business would be able to compete effectively and on a lasting basis with the Merged
      Entity would depend on the identity of the purchaser, its business plan and its willingness to  invest  in  upgrading  and  developing  the
      divestment plants in Spain.[207]

 154) Furthermore, one competitor noted that customers approve and then  establish  commercial,  technical  and  operational  relationships  with
      particular plants.[208] However, since the sale of the Spanish Divestment Businesses will be structured as a transfer of shares (as opposed
      to a transfer of assets), the Commission considers that the transfer of the respective customers would not entail significant risks,  since
      customers will continue to be served by the same plants and even the same legal entity (only with a  new  shareholder),  and  thus  no  new
      homologation procedures should be required.

 155) The vast majority of both customers and competitors considered that the purchaser should be already active in metal food cans so as to gain
      critical size and to possess already the necessary know-how.[209] Some customers noted that  being  active  in  non-food  metal  cans  (for
      instance beverage cans) could also be helpful, but others considered them to be two  different  markets,[210]  and  more  particularly  one
      competitor stated that a beverage can manufacturer would not be familiar with the tinplate specifications.[211] Some customers also  stated
      that it would not be sufficient for the viability of the Spanish Divestment Business if the purchaser  is  only  active  in  the  packaging
      business in general.[212] Moreover, only a minority of customers considered that a financial investor would be a suitable purchaser for the
      Spanish Divestment Business, while several customers stated that a financial investor would not be a suitable purchaser.[213]  In  response
      to these concerns, the Parties clarified in the purchaser criteria of the Commitments that the purchaser of the Spanish Divestment Business
      should have experience in manufacture of metal food cans.

 156) As to the transitional agreements, competitors stated that can ends as well as services such as cutting, lacquering  and  printing  can  be
      obtained from many independent sources in the market and that that these types of agreements are standard in the industry.[214]

 157) Overall, only a minority of both customers and competitors considered that the Spanish Divestment Business in not sufficiently  interesting
      to attract suitable purchasers.[215] Furthermore, certain competitors  expressed  their  interest  in  purchasing  the  Spanish  Divestment
      Business.[216]

 158) In any event, the Parties have included an ‘upfront buyer’ clause in the Commitments, which would safeguard against any such  risk  and  to
      allow the Commission to conclude with the requisite degree of certainty that the business would  be  effectively  divested  to  a  suitable
      purchaser.

 159) With particular regard to Portugal, five out of the six Portuguese customers who responded to the market  investigation  stated  that  they
      would consider buying metal food cans from the plant in Vigo after its divestment.[217] Four out of these six  Portuguese  customers  would
      also be ready to switch to the purchaser of the Spanish Divestment Business (offering cans from Vigo) even in the course of  their  current
      contracts with Mivisa or Crown, if they were allowed to exit them before their expiry. The two remaining  Portuguese  customer  noted  that
      they would first need to test the new player and ensure they can obtain similar conditions compared to the ones they  currently  have  from
      Crown from the Alcochete plant.[218]

 160) In view of the above, the Commission considers that the Commitments are suitable and sufficient to eliminate the serious doubts  raised  by
      the Transaction as to its compatibility with the internal market and the EEA agreement regarding the markets for metal food cans  in  Spain
      and Portugal as well as in the cross-border regions identified in para. (191) point a) of this Decision.

2 The Dutch Divestment Business

 161) The Commission concludes that the Commitments would remove the overlap between the Parties in the Benelux  as  the  purchaser  of  Mivisa’s
      plant would assume its position and become a new alternative supplier in this region. Since the transfer of the Dutch  Divestment  Business
      is structured as a sale of shares, there will be a direct substitution of Mivisa's Dutch business by the purchaser,  which  could  continue
      exerting the same competitive pressure as Mivisa is exerting currently in that region.

 162) Furthermore regarding northern France, since Mivisa is currently supplying this  area  mostly  from  its  plant  in  the  Netherlands,  the
      purchaser of the Dutch Divestment Business will also take Mivisa’s position.

 163) In the course of the market test several customers and competitors expressed concerns regarding  the  viability  of  the  Dutch  Divestment
      Business on the basis that it is merely an assembly plant.[219] However, only a minority of competitors and customers considered  that  the
      purchaser of the Spanish and the Dutch Divestment Businesses should necessarily be the same.[220]

 164) The vast majority of both customers and competitors considered that the purchaser of the Dutch Divestment  Business  should  be  active  in
      metal food cans, inter alia in order to gain critical size and to have the required know-how and  expertise.[221]  Some  of  the  customers
      noted that being active in non-food metal cans (for instance beverage cans) could also be helpful, but  others  considered  these  are  two
      different markets,[222] while one  competitor  stated  that  a  beverage  cans  manufacturer  would  not  be  familiar  with  the  tinplate
      specifications.[223] Some customers also stated that it would not be sufficient for the viability of the Dutch Divestment Business  if  the
      purchaser is only active in the packaging business in general.[224] Almost 40% of the competitors  and  more  than  40%  of  the  customers
      considered that a financial investor would not be a suitable purchaser for the Dutch Divestment Business, because it is merely an  assembly
      plant.[225]

 165) In response to the concerns expressed during the market test on the Dutch Divestment Business being merely an assembly plant,  the  Parties
      clarified in the purchaser criteria of the Commitments that the purchaser of the Dutch Divestment Business  should  have  metal  food  cans
      manufacturing activity in the EEA, either prior to the acquisition of the Dutch Divestment Business or as a result of  the  acquisition  of
      the Spanish Divestment Business. Therefore, the purchaser of the Dutch Divestment Business will incorporate that assembly  plant  into  its
      EEA business in the same way that this plant is currently incorporated in Mivisa's business. In view of that clarification of the purchaser
      criteria of the Commitments, the competitiveness and independence of the Dutch Divestment Business is safeguarded.

 166) As to the transitional agreements, customers mentioned that quality issues could threaten the independence and competitiveness of the Dutch
      Divestment Business, because the supplier of can ends would be different than the supplier of cans, while Crown  as  a  competitor  of  the
      purchaser of the Dutch Divestment Business may not be interested in  resolving  these  issues  or  providing  the  information  potentially
      necessary to resolve them to the purchaser. Moreover, customers and competitors mentioned the high level of dependence on Crown  since  the
      Dutch Divestment Business is only an assembly plant.[226] A competitor, however, noted that, if firewalls are in place,  such  transitional
      agreements appear reasonable in the industry.[227] While the transitional agreement for the supply of can ends in the  initial  version  of
      the commitments was to last for up to […], in the modified version, submitted on 11 March 2014, the Notifying Party shortened  this  period
      to […] after the date of transfer of the Dutch Divestment Business to the purchaser, with a possible extension of further […]. In  view  of
      shortening this period and as a result of including in the purchaser criteria a condition  that  the  purchaser  of  the  Dutch  Divestment
      Business should have metal food cans manufacturing activities in the EEA, it can be concluded that the competitiveness and independence  of
      the Dutch Divestment Business will be safeguarded.

 167) Furthermore, competitors in the EEA and customers in the Benelux generally considered that  the  transfer  of  customer  contracts  to  the
      purchaser of the Dutch Divestment Business would be feasible.[228] Moreover, since the sale of the  Dutch  Divestment  Businesses  will  be
      structured as a transfer of shares (as opposed to a transfer of assets),  the  transfer  of  the  respective  customers  would  not  entail
      significant risks, since customers will continue to be served by the same  plants  and  even  the  same  legal  entity  (only  with  a  new
      shareholder), and thus no new homologation procedures should be required.

 168) Overall, half of the competitors considered the Dutch Divestment Business to be sufficiently interesting to attract suitable purchasers and
      two of them expressed their interest in purchasing it.[229] In any event, the Parties have  included  an  ‘upfront  buyer’  clause  in  the
      Commitments, which would safeguard against any such risk and allows the Commission to conclude with the requisite degree of certainty  that
      the business would be effectively divested to a suitable purchaser.

 169) Finally, none of the competitors identified any elements of the proposed commitments that could raise uncertainties and/or  delays  to  the
      buyer of the Dutch Divestment Business establishing itself as a competitive force in the market.[230] Although a  few  customers  mentioned
      the fact that the Dutch Divestment Business is only an assembly plant as a possible threat to its competiveness and independence,[231] this
      concern has been remedied following the clarification of the purchaser criteria of the Commitments mentioned  in  paragraph  (222)  of  the
      present Decision.

4 Conclusion on the Commitments

 170) In view of the above, the Commission concludes that the Commitments are suitable and sufficient to eliminate the serious doubts  raised  by
      the Transaction in the markets for the supply of metal food cans in the areas of the Benelux, France, Spain and Portugal,  irrespective  of
      whether these areas as considered national markets or cross-border regional markets.[232]

CONDITIONS AND OBLIGATIONS

 171) Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may  attach  to  its  decision
      conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered into  vis-à-vis
      the Commission with a view to rendering the concentration compatible with the internal market.

 172) The achievement of the measure that gives rise to the structural change of the market is a condition, whereas the implementing steps  which
      are necessary to achieve this result are generally obligations on the parties.  Where  a  condition  is  not  fulfilled,  the  Commission’s
      decision declaring the concentration compatible with the internal market and the EEA Agreement no longer  stands.  Where  the  undertakings
      concerned commit a breach of an obligation, the Commission may revoke the clearance decision in accordance  with  Article  8(6)(b)  of  the
      Merger Regulation. The undertakings concerned may also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1)  of
      the Merger Regulation.

 173) In accordance with the basic distinction between conditions and obligations, the decision in this case is conditional  on  full  compliance
      with the requirements set out in Section B of the final Commitments, which constitute conditions. The remaining requirements set out in the
      other Sections of the said Commitments are considered to constitute obligations.

 174) The full text of the final Commitments is annexed to this Decision as Annex I and forms an integral part thereof.

CONCLUSION

 175) For the above reasons, the Commission has decided not to oppose the notified operation as modified 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  obligations  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.

For the Commission
(signed)
Joaquín ALMUNIA
Vice-President

Annex I

European Commission
DG COMP
Place Madou, Madouplein 1
1210 Saint-Josse-ten-Noode /Sint-Joost-ten-Node
Belgium

                                                      Case No M.7104 – Crown Holdings/Mivisa

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), Crown  Holdings,  Inc.  (“Crown”,  or  the  “Notifying
Party”) hereby enters into the following Commitments (the “Commitments”) vis-à-vis the European Commission (the  “Commission”)  with  a  view  to
rendering the proposed acquisition by Crown of sole control over Mivisa Envases,  S.A.U.  (the  “Concentration”)  compatible  with  the  internal
market and the functioning of the EEA Agreement.

This text shall be interpreted in light of the Commission’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  framework  of
European Union law, in particular in light of the Merger Regulation, 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following 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 and 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 operation or are necessary to ensure the viability and  competitiveness  of  the  Divestment
   Businesses as indicated in Section B, paragraph 6 (a), (b) and (c) and described more in detail in the Schedule.

   Closing: the transfer of the legal title to the Divestment Businesses to the Purchaser.

   Closing Period: the period of […] months from the approval of the Purchaser 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 conflict of interest that impairs the Trustee's objectivity and independence in discharging  its  duties  under  the
   Commitments.

   Crown: Crown Holdings, Inc. is a Pennsylvania corporation, whose principal executive offices are at One Crown Way, Philadelphia,  Pennsylvania
   19154-4599, United States of America.

   Crown Embalajes: Crown Embalajes España, S.L.U, a company incorporated in Spain, with legal address in Agoncillo  (La  Rioja),  Pol.  Ind.  El
   Sequero, Avda. del Ebro 9, Spain. Crown Embalajes is currently the owner of Crown’s Spanish Business.

   Divestment Businesses: the businesses as defined in Section B and in the Schedules which the Notifying Party commits to divest.

   Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed  by  Crown  and  who  has/have
   received from Crown the exclusive Trustee Mandate to sell the Divestment Businesses to a Purchaser at no minimum price

   Effective Date: the date of adoption of the Decision.

   First Divestiture Period: the period of […] months from the Effective Date.

   Hold Separate Manager: the person appointed by Crown for the Divestment Businesses 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 Businesses, as listed in the Schedules,
   including the Hold Separate Manager.

   Mivisa: Mivisa Envases S.A.U. is a company incorporated in Spain, with legal address in Las Torres de Cotillas (Murcia), Pol. Ind. Los  Pinos,
   Carretera de Mula s/n, 30565, Spain.

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by Crown, and who has/have  the
   duty to monitor Crown’s compliance with the conditions and obligations attached to the Decision.

   Parties: the Notifying Party and the undertaking that is the target of the concentration.

   Personnel: all staff currently employed by the Divestment Businesses, including staff seconded to the Divestment Businesses, shared personnel,
   except for the employees expressly excluded.

   Purchaser: the entity approved by the Commission as acquirer of the Divestment Businesses in accordance with the criteria set out  in  Section
   D.

   Purchaser Criteria: the criteria laid down in paragraph 19 of these Commitments that the Purchaser must fulfil in order to be approved by  the
   Commission.

   Schedule: the schedule to these Commitments describing more in detail the Divestment Businesses.

   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

   Trustee Divestiture Period: the period of […] months from the end of the First Divestiture Period.

Section B.  The commitment to divest and the Divestment Businesses

      Commitment to divest

2. In order to maintain effective competition, Crown commits to divest, or procure the divestiture of the Divestment Businesses  by  the  end  of
   the Trustee Divestiture Period as a going concern to a purchaser and on terms of sale approved  by  the  Commission  in  accordance  with  the
   procedure described in paragraph 20 of these Commitments. To carry out the divestiture, Crown commits to find a purchaser and to enter into  a
   final binding sale and purchase agreement for the sale of the Divestment Businesses within the First Divestiture  Period.  If  Crown  has  not
   entered into such an agreement at the end of the First Divestiture Period, Crown shall grant the Divestiture Trustee an exclusive  mandate  to
   sell the Divestment Businesses in accordance with the procedure described in paragraph 32 in the Trustee Divestiture Period.

3. The proposed concentration shall not be implemented before Crown or the Divestiture  Trustee  has  entered  into  a  final  binding  sale  and
   purchase agreement for the sale of the Divestment Business and the Commission has approved the purchaser and the terms of sale  in  accordance
   with paragraph 20.

4. Crown shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, Crown or the Divestiture Trustee has entered into a final  binding  sale  and  purchase
           agreement and the Commission approves the proposed purchaser and the terms of sale  as  being  consistent  with  the  Commitments  in
           accordance with the procedure described in paragraph 20; and

      (b)   the Closing of the sale of the Divestment Businesses to the Purchaser takes place within the Closing Period.

5. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a period of  […]  after  Closing,  not  acquire,
   whether directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote  3)  over
   the whole or part of the Divestment Businesses, 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 46 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 Businesses is no longer  necessary
   to render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Businesses

6. The Divestment Businesses consist of

      i) Crown’s Food and Speciality Packaging business in Spain (“Crown’s Spanish Business”). As part of Crown’s Spanish Business, Crown commits
         to include the following: (A) the installation of an additional production line at the Vigo plant to manufacture three-piece  food  cans
         of 99mm diameter with the capacity to produce […][233]. This line will be transferred from another non-Spanish Crown plant; and (B)  the
         assignment to Crown’s Spanish Business, so that they can be served  from  Vigo,  of  either  (a)  Mivisa’s  three-piece  can  Portuguese
         customers (“Mivisa’s Customers”) ; or (b) Crown’s three-piece can Portuguese customers representing a market share equivalent to that of
         Mivisa’s customers under (a) (“Crown’s Customers”); and

     ii) Mivisa’s plant located in Horst, The Netherlands (the “Horst Plant”).

   The legal and functional structure of the Divestment Businesses as operated to date is described in the Schedules. The Divestment Businesses,
   described in more detail in the Schedules, include all assets and staff that contribute to the current operation or are necessary  to  ensure
   the viability and competitiveness of the Divestment Businesses, in particular:

      (a)   all tangible assets;

      (b)   all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Businesses;

      (c)   all contracts, leases, commitments and customer orders of the Divestment Businesses; all customer, credit and other  records  of  the
           Divestment Businesses; and

      (d)   the Personnel.

7. In addition, the Divestment Businesses include, at the option of the Purchaser, the benefit, for  a  transitional  period  after  Closing  (as
   detailed in the Schedule), of certain supply and transitional services agreements on a reasonable  cost-plus  basis  to  be  agreed  with  the
   Purchaser and with the consent of the Monitoring Trustee in order to  ensure  the  viability  of  the  Divestment  Business.  Strict  firewall
   procedures will be adopted, in particular in relation to any transitional agreements for the supply of raw materials or can  ends,  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 units providing the service.

8. For the avoidance of doubts, the following shall not be included in the Divestment Businesses:
   (a)      Any manufacturing facilities of the Parties different than the plants indicated above, and in particular the metal  closure  business
           of Crown in Spain (including the metal closures plant located in Seville);
   (b)      The ownership of, or right to use, any IP rights currently used by the Divestment Businesses, not necessary for either the  operation
           or the viability of the Divestment Businesses[234];
   (c)      Any brands or logos currently held, as owner or licensee, by Crown or Mivisa or any rights to sell the products manufactured  in  the
           plants included in the Divestment Businesses with the Crown or Mivisa names;
   (d)      Any rights to the www.crowncork.com, www.mivisa.es, www.mivisa.com websites or domain names;
   (e)      Books and records required to be retained pursuant to any statute, rule, regulation or  ordinance,  provided  that  the  Purchaser(s)
           shall obtain a copy of the same and shall be permitted access to the original of such  books  and  records  upon  reasonable  request
           during normal business hours;
   (f)            General books of account and books of original entry that comprise Crown’s or Mivisa’s or an Affiliated Undertaking’s permanent
           accounting or tax records;
   (g)      Any customers not specifically listed in Schedules A and B below[235];
   (h)      Certain employees currently employed by Crown Embalajes who are not essential for  the  viability  of  Crown’s  Spanish  Business  as
           indicated in Schedule A; and
   (i)            Certain shareholdings that Crown Embalajes currently has in certain companies located outside of Spain or which are not related
           to Crown’s Food and Speciality Packaging business in Spain.

 Section C.  Related commitments

      Preservation of viability, marketability and competitiveness

9. 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 Businesses, in accordance with good business  practice,  and  shall  minimise  as  far  as
   possible any risk of loss of competitive potential of the Divestment Businesses. In particular Crown undertakes:

    (a)    not to carry out any action that might have a significant  adverse  impact  on  the  value,  management  or  competitiveness  of  the
           Divestment Businesses or that might alter the nature and scope  of  activity,  or  the  industrial  or  commercial  strategy  or  the
           investment policy of the Divestment Businesses;

    (b)    to make available, or procure to make available, sufficient resources for the development of the Divestment Businesses, on the  basis
           and continuation of the existing business plans;

    (c)    to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
           industry practice), to encourage all Key Personnel to remain with the Divestment Businesses, and not to solicit or move any Personnel
           to Crown’s remaining business. Where, nevertheless, individual members of  the  Key  Personnel  exceptionally  leave  the  Divestment
           Businesses, Crown shall provide a reasoned proposal to replace the person or persons concerned to the Commission and  the  Monitoring
           Trustee. Crown must be able to demonstrate to the Commission that the replacement is well suited to carry out the functions exercised
           by those individual 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

10. The Notifying Party commits, from the Effective Date until Closing, to procure that  the  Divestment  Business  is  kept  separate  from  the
   business(es) that the Notifying Party will be retaining and, after closing of the notified transaction, to keep  as agreed with the Monitoring
   Trustee the Divestment Businesses separate from the businesses it is retaining and to ensure that  unless  explicitly  permitted  under  these
   Commitments: (i) management and staff of the businesses retained by Crown have no involvement in  the  Divestment  Businesses;  (ii)  the  Key
   Personnel and Personnel of the Divestment Businesses have no involvement in any business retained by Crown and do not report to any individual
   outside the Divestment Businesses.

11. Until Closing, Crown shall assist the Monitoring Trustee in ensuring that the Divestment Businesses are managed as a  distinct  and  saleable
   entity separate from the businesses which Crown is retaining. Immediately after the adoption of the  Decision,  Crown  shall  appoint  a  Hold
   Separate Manager. The Hold Separate Manager, who shall be part of the Key Personnel, shall manage the Divestment Businesses independently  and
   in the best interest of the businesses with a view to ensuring its continued economic viability, marketability  and  competitiveness  and  its
   independence from the businesses retained by Crown. 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 9(c) of these Commitments. The Commission may, after having heard Crown, require Crown to replace the Hold Separate Manager.

12. To ensure that the Divestment Businesses are held and managed as a separate entity the Monitoring Trustee shall exercise  Crown’s  rights  as
   shareholder in the legal entity or entities that constitute the Divestment Businesses (except for its rights in respect of dividends that  are
   due before Closing), with the aim of acting in the best interest of the businesses, which shall be determined on a stand-alone  basis,  as  an
   independent financial investor, and with a view to fulfilling Crown’s obligations under the Commitments. Furthermore, the  Monitoring  Trustee
   shall have the power to replace members of the supervisory board or non-executive directors of the board of directors, who have been appointed
   on behalf of Crown. Upon request of the Monitoring Trustee, Crown shall resign as a member of the boards or shall cause such  members  of  the
   boards to resign.

      Ring-fencing

13. Crown shall implement, or procure to implement, all necessary measures to ensure that it does not,  after  the  Effective  Date,  obtain  any
   Confidential Information relating to the Divestment Businesses and that any  such  Confidential  Information  obtained  by  Crown  before  the
   Effective Date will be eliminated and not be used by Crown. This includes measures vis-à-vis  Crown’s  appointees  on  the  supervisory  board
   and/or board of directors of the Divestment Businesses. In  particular,  the  participation  of  the  Divestment  Businesses  in  any  central
   information technology network shall be severed to the extent possible, without compromising the viability of the Divestment Businesses. Crown
   may obtain or keep information relating to the Divestment Businesses which is reasonably necessary  for  the  divestiture  of  the  Divestment
   Businesses or the disclosure of which to Crown is required by law.

      Non-solicitation clause

14. 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 Businesses for a period of […] after Closing.

      Due diligence

15. In order to enable potential purchasers to carry out a reasonable due diligence  of  the  Divestment  Businesses,  Crown  shall,  subject  to
   customary confidentiality assurances and dependent on the stage of the divestiture process:
    (a)    provide to potential purchasers sufficient information as regards the Divestment Businesses;
    (b)    provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

   Procedure for the selection of customers to be assigned to Crown’s Spanish Business

16. The assignment to Crown’s Spanish Business, so that they can be served from Vigo, of either (a) Mivisa’s Customers; or (b) Crown’s  Customers
   representing a market share equivalent to that of Mivisa’s customers under (a), shall be completed within […]  from  the  date  on  which  the
   Purchaser is approved by the Commission in accordance with para. 20 below, which can be extended by […], with the consent  of  the  Monitoring
   Trustee, if the date on which the Purchaser is approved by the Commission takes place within […]. Crown shall, in close cooperation  with  the
   Monitoring Trustee, undertake its best effort to make the necessary adjustments to  the  lines  in  Vigo  to  ensure  the  assignment  of  the
   customers. The procedure according to which the assignment will be carried out will be agreed with the Monitoring Trustee not only  to  ensure
   the effective assignment of customers but also to limit the exchange of any sensitive information between Crown, Mivisa and the Purchaser.

      Reporting

17. Crown shall submit written reports in English on potential purchasers of the Divestment Businesses 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). Crown shall submit a list of all potential purchasers having expressed interest  in
   acquiring the Divestment Businesses 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 within five days of their receipt.

18. Crown 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 Monitoring Trustee before sending the memorandum out
   to potential purchasers.

Section D.  The Purchaser

19. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:

    (a) The Purchaser shall be independent of and unconnected to the Notifying Party and its Affiliated Undertakings (this being assessed having
    regard to the situation following the divestiture).
    (b) The Purchaser shall have the financial resources, proven expertise and incentive to maintain and develop the Divestment Businesses as  a
    viable and active competitive force in competition with the Parties and other competitors and, in particular, it shall  have  experience  in
    the manufacture of metal food cans[236];
    (c) The acquisition of the Divestment Businesses by the Purchaser 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 must reasonably be expected to obtain all necessary approvals from the relevant  regulatory  authorities  for  the
    acquisition of the Divestment Businesses.

20. The final binding sale and purchase agreement (as well as ancillary agreements) relating to  the  divestment  of  the  Divestment  Businesses
   shall be conditional on the Commission’s approval. When Crown has reached an agreement with a purchaser, 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. Crown must be
   able to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and that the Divestment Businesses 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 fulfils
   the Purchaser Criteria and that the Divestment Businesses 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 Businesses 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 Businesses after the sale, taking account  of
   the proposed purchaser.

Section E.  Trustee

      I.    Appointment procedure

21. Crown shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring  Trustee.  The  Notifying
   Party commits not to close the Concentration before the appointment of a Monitoring Trustee.

22. If Crown has not entered into a binding sale and purchase agreement regarding the Divestment Businesses one  month  before  the  end  of  the
   First Divestiture Period or if the Commission has rejected a purchaser proposed by Crown at that time or thereafter,  Crown  shall  appoint  a
   Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

23. The Trustee shall:
    (i) at the time of appointment, 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.

24. 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 Trustee includes a success premium linked to the final sale  value  of
   the Divestment Businesses, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.

            Proposal by Crown

25. No later than two weeks after the Effective Date, Crown shall submit the name or names of one or more natural or  legal  persons  whom  Crown
   proposes to appoint as the Monitoring Trustee to the Commission for approval. No later than one month before the end of the First  Divestiture
   Period or on request by the Commission, Crown shall submit a list of one or more persons whom Crown 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 23 and shall include:

    (a)    the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under
           these Commitments;

    (b)    the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;

    (c)    an indication 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

26. The Commission 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, Crown shall appoint or cause  to  be
   appointed the person or persons concerned as Trustee, in accordance with the mandate approved by the Commission. If  more  than  one  name  is
   approved, Crown shall be free to choose the Trustee to be appointed from among the names approved. The Trustee shall be appointed  within  one
   week of the Commission’s approval, in accordance with the mandate approved by the Commission.

            New proposal by Crown

27. If all the proposed Trustees are rejected, Crown shall submit the names of at least two more natural or legal  persons  within  one  week  of
   being informed of the rejection, in accordance with paragraphs 21 and 26 of these Commitments.

            Trustee nominated by the Commission

28. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom Crown shall appoint, or  cause
   to be appointed, in accordance with a trustee mandate approved by the Commission.

      II.   Functions of the Trustee

29. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on  its
   own initiative or at the request of the Trustee or Crown, 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

30. The Monitoring 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 Manager, the on-going management of the  Divestment  Businesses  with  a  view  to
        ensuring their continued economic viability, marketability and competitiveness and monitor compliance by Crown 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  Businesses,  and  the
             keeping separate of the Divestment Businesses from the business retained by the Parties, in accordance with paragraphs 9 and 10  of
             these Commitments;

            (b)   supervise the management of the Divestment Businesses as a distinct and saleable entity, in accordance  with  paragraph  11  of
             these Commitments;

            (c)   with respect to Confidential Information:

               – determine all necessary measures to ensure that Crown does not after the Effective Date  obtain  any  Confidential  Information
                 relating to the Divestment Businesses,
               – in particular strive for the severing of the Divestment Businesses’ participation in a central information  technology  network
                 to the extent possible, without compromising the viability of the Divestment Businesses,
               – make sure that any Confidential Information relating to the Divestment Businesses obtained by Crown before the  Effective  Date
                 is eliminated and will not be used by Crown and
               – decide whether such information may be disclosed to or kept by Crown as the disclosure is reasonably necessary to  allow  Crown
                 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  Businesses  and  Crown  or  Affiliated
             Undertakings;

   iii) propose to Crown such measures as the Monitoring Trustee considers necessary to  ensure  Crown’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 Businesses, the holding separate  of  the  Divestment  Businesses  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  Businesses  and  the  Personnel  in
             particular by reviewing, if available, the data 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 relation to the Commitments;

    vi) provide to the Commission, sending Crown 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 Businesses as well  as  the  splitting  of  assets  and  the
        allocation of Personnel so that the Commission can assess whether the businesses are 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 Crown a non-confidential copy at the same time,  if  it  concludes  on  reasonable
        grounds that Crown is failing to comply with these Commitments;

  viii) within one week after receipt of the documented proposal referred to in paragraph 20 of these Commitments,  submit  to  the  Commission,
        sending Crown a non-confidential copy at the same time, a reasoned opinion as to  the  suitability  and  independence  of  the  proposed
        purchaser and the viability of the Divestment Businesses after the Sale and as to whether the Divestment Businesses 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
        Businesses without one or more Assets or not all of the Personnel affects the viability of the Divestment  Businesses  after  the  sale,
        taking account of the proposed purchaser;

    ix) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

31. If the Monitoring and Divestiture 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

32. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price  the  Divestment  Businesses  to  a  purchaser,
   provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary  agreements)  as
   in line with the Commission's Decision and the Commitments in accordance with paragraphs 18 and  20  of  these  Commitments.  The  Divestiture
   Trustee shall include in the sale and purchase agreement (as well as in any ancillary agreements) such terms and conditions  as  it  considers
   appropriate for an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture  Trustee  may  include  in  the  sale  and
   purchase agreement such customary representations and warranties  and  indemnities  as  are  reasonably  required  to  effect  the  sale.  The
   Divestiture Trustee shall protect the legitimate financial interests of Crown, subject to the Notifying Party’s  unconditional  obligation  to
   divest at no minimum price in the Trustee Divestiture Period.

33. In the Trustee Divestiture Period (or otherwise at the Commission’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 simultaneous copy to the Monitoring Trustee and a non-confidential copy to the Notifying Party.

      III.  Duties and obligations of the Parties

34.  Crown 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  Crown’s  or  the  Divestment
   Businesses’ books, records, documents, management or other personnel, facilities, sites and technical information necessary for fulfilling its
   duties under the Commitments and Crown and the Divestment Businesses shall provide the Trustee upon request with copies of any document. Crown
   and the Divestment Businesses 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.

35. Crown shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request  on  behalf  of  the
   management of the Divestment Businesses. This shall include all administrative support functions relating to the Divestment  Businesses  which
   are currently carried out at headquarters level. Crown 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 and all other information granted to potential purchasers in the due diligence procedure.  Crown  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.

36. Crown shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly executed, to the Divestiture 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 assist  with  the  sale  process.  Upon
   request of the Divestiture Trustee, Crown shall cause the documents required for effecting the sale and the Closing to be duly executed.

37. Crown 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 Crown for, any liabilities arising out of the  performance  of
   the Trustee’s duties under the Commitments, except to the extent that such liabilities result from the  wilful  default,  recklessness,  gross
   negligence or bad faith of the Trustee, its employees, agents or advisors.

38. At the expense of Crown, the Trustee may appoint advisors (in particular for corporate finance or legal advice), subject to Crown’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 and other expenses incurred  by  the  Trustee  are
   reasonable. Should Crown refuse to approve the advisors proposed by the Trustee the Commission may approve the appointment  of  such  advisors
   instead, after having heard Crown. Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph 37 of these Commitments
   shall apply mutatis mutandis. In the Trustee Divestiture Period, the Divestiture  Trustee  may  use  advisors  who  served  Crown  during  the
   Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

39. Crown agrees that the Commission may share Confidential Information proprietary to Crown 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.

40. The Notifying Party agrees that the contact details of the Monitoring Trustee are published on the website 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.

41. 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

42. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee to  a
   Conflict of Interest:

   (a)      the Commission may, after hearing the Trustee and Crown, require Crown to replace the Trustee; or

   (b)      Crown may, with the prior approval of the Commission, replace the Trustee.

43. If the Trustee is removed according to paragraph 42 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 21-28 of these Commitments.

44. Unless removed according to paragraph 42 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 the  Trustee  has  been  entrusted  have  been  implemented.  However,  the
   Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not
   have been fully and properly implemented.

Section F.  The review clause

45. The Commission may extend the time periods foreseen in the Commitments in response to a request from Crown or, in appropriate cases,  on  its
   own initiative. Where Crown 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 the Notifying Party. Only in exceptional circumstances  shall  Crown  be
   entitled to request an extension within the last month of any period.

46. The Commission may further, in response to a reasoned request from the Notifying Party  showing good cause 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 force

47. The Commitments shall take effect upon the date of adoption of the Decision.

Brussels, 11 March 2014

      duly authorised for and on behalf of
      Crown Holdings, Inc.

                                 SCHEDULE A - CROWN’S SPANISH BUSINESS (AND PORTUGUESE THREE-PIECE CAN CUSTOMERS)

      1. The Divestment Business consists of Crown’s Food and Speciality Packaging business in Spain. This business includes the following:

            - Plant in Agoncillo, La Rioja, manufacturing three-piece food cans and can ends;
            - Plant in Molina de Segura, Murcia, manufacturing three-piece food cans;
            - Plant in Coruxo-Vigo, Galicia, manufacturing three-piece food cans,  two-piece  food  cans  and  can  ends.  This  plant  will  be
              supplemented with an additional line to manufacture three-piece food cans of 99mm diameter with the capacity to  produce  […]  per
              year[237]. This line will be transferred from another non-Spanish Crown plant;
            - Plant in Ugao-Miravalles, Basque Country, producing general line and speciality cans;
            - Plant in Montmeló, Catalonia, producing speciality cans; and
            - the assignment to Crown’s Spanish Business, so that they can  be  served  from  Vigo,  of  either  (a)  Mivisa’s  three-piece  can
              Portuguese customers; or (b) Crown’s three-piece can Portuguese customers representing  a  market  share  equivalent  to  that  of
              Mivisa’s customers under (a).

      2. In accordance with paragraph 6 of these Commitments, Crown’s Spanish Business includes, but is not limited to:

      (a)   The main tangible assets listed in Annex 1.a (including the know-how for the operation of the production lines);

      (b)   All contracts, commitments and customer orders relating to the customers of Crown’s Spanish Business in each of the plants listed  in
           Annex 2a;

      (c)   All contracts, commitments and customer orders relating to the customers of Mivisa of three-piece cans in Portugal  listed  in  Annex
           2a.bis[238], or alternatively, Crown’s customers of three-piece cans in Portugal representing a market share in the  three-piece  can
           segment in Portugal equivalent to that of Mivisa. Crown is ready to identify these customers at the request of the Commission;

      (d)   All customers lists, sales, marketing and promotional information (in particular the customer base of  Crown’s  Spanish  Business  in
           Spain and abroad and of the customers of Mivisa of three-piece cans in Portugal listed in Annex 2a.bis, i.e. details of all customers
           in Spain and abroad and of all Mivisa’s three-piece can customers located in Portugal that have purchased any  products  manufactured
           at the Spanish Plants or at the Mivisa plants, as applicable, during the 12 month period prior to the Effective Date);

      (e)   All raw materials, stocks, work in progress and semi-finished and finished goods held at the date of closing;

      (f)   The main licences, permits and authorisations;

      (g)   All Personnel (as further described in Annex 3.a);

      (h)   The goodwill relating to Crown’s Spanish Business at the time of the divestment together with the exclusive right for  the  Purchaser
           to represent itself as carrying on Crown’s Spanish Business in succession to Crown.

      3. Crown’s Spanish Business shall not include, inter alia:

      (a)   Any manufacturing facilities of the Parties different than the plants indicated above, and in particular the metal  closure  business
           of Crown in Spain (including the metal closures plant located in Seville);

      (b)   The ownership of any IP rights currently used by Crown’s Spanish Business[239];

      (c)   Any brands or logos currently held, as owner or licensee, by Crown or Mivisa or any rights to sell the products manufactured  in  the
           plants included in Crown’s Spanish Business with the Crown or Mivisa names;

      (d)   Any rights to the www.crowncork.com, www.mivisa.es, www.mivisa.com websites or domain names;

      (e)   Books and records required to be retained pursuant to any statute, rule, regulation, or ordinance, provided that the Purchaser  shall
           obtain a copy of the same and shall be permitted access to the original of such books and  records  upon  reasonable  request  during
           normal business hours;

      (f)   General books of account and books of original entry that comprise the Crown’s or Mivisa’s or any Affiliated Undertaking’s  permanent
           accounting or tax records;

      (g)   Any customers not specifically listed in Annex 2.a or Annex 2.bis[240];

      (h)   Certain employees currently employed by Crown Embalajes and are not essential for  the  viability  of  Crown’s  Spanish  Business  as
           indicated in Annex 3.a.

      (i)   Certain shareholdings that Crown Embalajes currently has in certain companies located outside Spain  or  which  are  not  related  to
           Crown’s Food and Speciality Packaging Business in Spain.

      4. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule but which is both used (exclusively  or  not)
         in Crown’s Spanish Business and indispensable for the continued viability and competitiveness of Crown’s Spanish Business, that asset or
         adequate substitute will be offered to potential purchasers.

      5. Crown proposes to offer the Purchaser of Crown’s Spanish Business, at the option of the Purchaser and on a reasonable cost plus basis as
         agreed with the Purchaser and with the consent of the Monitoring Trustee in order to ensure the viability of Crown’s  Spanish  Business,
         transitional services to replicate the essential functions currently in place in order  to  ensure  the  viability  of  Crown’s  Spanish
         Business.

      6. In particular, where required by the Purchaser, Crown shall provide reasonable technical assistance to the Purchaser to  facilitate  the
         procurement of raw materials necessary for the manufacture of the products manufactured at the plants of Crown’s  Spanish  Business.  If
         the Purchaser is not able to source such raw materials, Crown commits to enter, at the option of the Purchaser, into  supply  agreements
         with certain raw material suppliers and to make such raw materials available to the Purchaser on a reasonable cost plus basis as  agreed
         with the Purchaser and with the consent of the Monitoring Trustee in order to ensure the viability of Crown’s Spanish Business, for such
         period as is required by the Purchaser to establish Crown’s Spanish Business as a viable and independent business, but not exceeding […]
         from the date of Closing, which can be extended by […] if such extension is  necessary to ensure the viability of the  business.  Strict
         firewall procedures will be adopted in relation to this agreement, so as to ensure that any competitively sensitive information  related
         thereto (in particular, information concerning prices and volumes) will not be shared with, or passed on to, anyone  outside  the  Crown
         units providing the supply service.

      7. Where required by the Purchaser, Crown shall also enter into agreements for the supply of  the  can  ends  (NEO,  EOE  and  peelable  as
         required by the Purchaser) that Crown’s Spanish Business cannot produce by itself to make such ends available  to  the  Purchaser  on  a
         reasonable cost plus basis as agreed with the Purchaser and with the consent of the Monitoring Trustee in order to ensure the  viability
         of Crown’s Spanish Business, for such period as is required by the Purchaser to establish Crown’s  Spanish  Business  as  a  viable  and
         independent business, but not exceeding […] from the date of Closing, which can be extended by […] if such extension  is   necessary  to
         ensure the viability of the business. Strict firewall procedures will be adopted in relation to this agreement, so as to ensure that any
         competitively sensitive information related thereto (in particular, information concerning prices and volumes) will not be shared  with,
         or passed on to, anyone outside the Crown units providing the supply service.

      8. Where required by the Purchaser, Crown shall enter into transitional arrangements on a reasonable cost plus basis to be agreed with  the
         Purchaser and with the consent of the Monitoring Trustee for the continuation of current IT/systems support for a period  determined  by
         the Purchaser but limited to a maximum period of […] from the date of Closing.

      9. Where required by the Purchaser, Crown shall enter into transitional arrangements on a reasonable cost plus basis to be agreed with  the
         Purchaser and with the consent of the Monitoring Trustee for the continuation of current  logistics  and  distribution  services  for  a
         period determined by the Purchaser but limited to a maximum period of […] from the date of Closing.

     10. The scope and terms of the transitional agreements and of the technical assistance referred to at the above paragraphs will have  to  be
         negotiated with the Purchaser, as this will largely depend on the requirements of the Purchaser.  These  agreements  shall  include  the
         appropriate provisions to ensure that Crown provides the services to the Purchaser expeditiously. Crown shall carry out  these  services
         in accordance with good industry practice including as regards the timing and responsiveness with  which  this  assistance  is  provided
         through the different stages of the transfer.

                                                                    Annex 1.a

                                                   Tangible assets of Crown’s Spanish Business

The following tables show the production lines to be transferred with the Crown’s Spanish Business, as well as  information  about  the  property
regime of the plants.

Production lines

|La Rioja plant                                                                                                                        |
|Line                             |Type of product                  |Diameter/Type                    |Owned/Leased                     |
|Line 1                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 2                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 3                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 4                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 5                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 6                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 7                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 8                           |Three-piece cans                 |[…]                              |Owned                            |
|725PD11                          |NEO/ Standard End                |[…]                              |Owned                            |
|725PD21                          |NEO/ Standard End                |[…]                              |Owned                            |
|725PD31                          |NEO/ Standard End                |[…]                              |Owned                            |
|725PD41                          |NEO/ Standard End                |[…]                              |Owned                            |
|725PD50                          |NEO/ Standard End                |[…]                              |Owned                            |
|Murcia plant                                                                                                                          |
|Line 2                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 4                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 6                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 7                           |Three-piece cans                 |[…]                              |Owned                            |
|Vigo plant                                                                                                                            |
|Line 1                           |Metal Preparation                |Coil Cutting Line                |Owned                            |
|Line 1                           |Metal Preparation                |Lacquer/ Coating Line            |Owned                            |
|Line 3                           |Metal Preparation                |Lacquer/ Coating Line            |Owned                            |
|Line 6                           |Metal Preparation                |Lacquer/ Coating Line            |Owned                            |
|Line 7                           |Metal Preparation                |Lacquer/ Coating Line [Recto     |Owned                            |
|                                 |                                 |Verso]                           |                                 |
|Line 2                           |Metal Preparation                |2-Colour Litho Line [FOV]        |Owned                            |
|Line 4                           |Metal Preparation                |2-Colour Litho Line [FOV]        |Owned                            |
|Line 5                           |Metal Preparation                |2-Colour Litho Line [FOV]        |Owned                            |
|Line 1                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 2                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 3                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 4                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 5                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 6                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 7                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 8                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 9                           |Two-piece cans                   |[…]                              |Owned                            |
|Line 10                          |Two-piece cans                   |[…]                              |Owned                            |
|Line 1                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 2                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 3                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 4                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 1                           |EOE                              |[…]                              |Owned                            |
|Line 2                           |EOE                              |[…]                              |Owned                            |
|Line 3                           |EOE                              |[…]                              |Owned                            |
|Line 4                           |EOE                              |[…]                              |Owned                            |
|Line 1                           |NEO/ Regular                     |[…]                              |Owned                            |
|Line 2                           |NEO/ Regular                     |[…]                              |Owned                            |
|Line 3                           |NEO/ Regular                     |[…]                              |Owned                            |
|Line 4                           |NEO/ Regular                     |[…]                              |Owned                            |
|Line 6                           |NEO/ Regular                     |[…]                              |Owned                            |
|Line 1                           |Peelable                         |[…]                              |Owned                            |
|Line 2                           |Peelable                         |[…]                              |                                 |
|Line 2                           |Peelable                         |[…]                              |Owned                            |
|Miravalles plant                                                                                                                      |
|Line 1                           |Metal Preparation                |Coil Cutting Line                |Owned                            |
|Line 21                          |Metal Preparation                |Lacquer/ Coating Line            |Owned                            |
|Line 23                          |Metal Preparation                |Lacquer/ Coating Line            |Owned                            |
|Line 25                          |Metal Preparation                |Lacquer/ Coating Line            |Owned                            |
|Line 24                          |Metal Preparation                |2-Colour Litho Line [FOV]        |Owned                            |
|Line 22                          |Metal Preparation                |1-Colour Litho Line              |Owned                            |
|Line 26                          |Metal Preparation                |1-Colour Litho Line              |Owned                            |
|Line 27                          |Metal Preparation                |1-Colour Litho Line              |Owned                            |
|Line 1                           |General Line Cans                |[…]                              |Owned                            |
|Line 5                           |General Line Cans                |[…]                              |Owned                            |
|Line 7                           |General Line Cans                |[…]                              |Owned                            |
|Line 8                           |General Line Cans                |[…]                              |Owned                            |
|Line 4                           |General Line Ends                |[…]                              |Owned                            |
|Line 5                           |General Line Ends                |[…]                              |Owned                            |
|Line 6                           |General Line Ends                |[…]                              |Owned                            |
|Line 7                           |General Line Ends                |[…]                              |Owned                            |
|Line 9                           |General Line Ends                |[…]                              |Owned                            |
|Line 10                          |General Line Ends                |[…]                              |Owned                            |
|Line 11                          |General Line Ends                |[…]                              |Owned                            |
|Line 12                          |General Line Ends                |[…]                              |Owned                            |
|Line 13                          |General Line Ends                |[…]                              |Owned                            |
|Line 14                          |General Line Ends                |[…]                              |Owned                            |
|Line 15                          |General Line Ends                |[…]                              |Owned                            |
|Line 16                          |General Line Ends                |[…]                              |Owned                            |
|Line 17                          |General Line Ends                |[…]                              |Owned                            |
|Line 19                          |General Line Ends                |[…]                              |Owned                            |
|Line 20                          |General Line Ends                |[…]                              |Owned                            |
|Line 21                          |General Line Ends                |[…]                              |Owned                            |
|Montmeló plant                                                                                                                        |
|Line 1                           |General Line Cans                |[…]                              |Owned                            |
|Line 2                           |General Line Cans                |[…]                              |Owned                            |
|Line 5                           |General Line Cans                |[…]                              |Owned                            |
|Line 7                           |General Line Cans                |[…]                              |Owned                            |
|Line 8                           |General Line Cans                |[…]                              |Owned                            |
|Line 1                           |General Line Ends                |[…]                              |Owned                            |
|Line 3                           |General Line Ends                |[…]                              |Owned                            |
|Line 4                           |General Line Ends                |[…]                              |Owned                            |
|Line 5                           |General Line Ends                |[…]                              |Owned                            |
|Line 6                           |General Line Ends                |[…]                              |Owned                            |
|Line 7                           |General Line Ends                |[…]                              |Owned                            |
|Line 8                           |General Line Ends                |[…]                              |Owned                            |
|Line 10                          |General Line Ends                |[…]                              |Owned                            |
|Line 11                          |General Line Ends                |[…]                              |Owned                            |
|Line 12                          |General Line Ends                |[…]                              |Owned                            |
|Line 13                          |General Line Ends                |[…]                              |Owned                            |
|Line 14                          |General Line Ends                |[…]                              |Owned                            |
|Line 15                          |General Line Ends                |[…]                              |Owned                            |
|Line 17                          |General Line Ends                |[…]                              |Owned                            |
|Line 18                          |General Line Ends                |[…]                              |Owned                            |
|Line 20                          |General Line Ends                |[…]                              |Owned                            |
|Line 22                          |General Line Ends                |[…]                              |Owned                            |
|Line 23                          |General Line Ends                |[…]                              |Owned                            |
|Line 24                          |General Line Ends                |[…]                              |Owned                            |
|Line 25                          |General Line Ends                |[…]                              |Owned                            |

Crown will also install an additional production line at the Vigo plant to manufacture three-piece food cans of 99mm diameter with  the  capacity
to produce […] cans per year)[241]. This line will be transferred from another non-Spanish Crown plant.

Land/Building

|Land/Building                                                      |Owned/Leased                                                       |
|La Rioja plant                                                                                                                        |
|Land & Buildings                                                   |Leased                                                             |
|Murcia plant                                                                                                                          |
|Land & Buildings                                                   |Owned                                                              |
|Vigo plant                                                                                                                            |
|Land & Buildings                                                   |Owned                                                              |
|Miravalles plant                                                                                                                      |
|Land & Buildings                                                   |Owned                                                              |
|Montmeló plant                                                                                                                        |
|Land & Buildings                                                   |Owned                                                              |

                                                                    Annex 2.a

                                                      Customers of Crown’s Spanish Business

   A. Logroño Plant

|Crown Reference         |Customer                                      |2013 Net (€ million)         |Percentage of the total turnover    |
|1                       |[…]                                           |[…]                          |[…]                                 |
|2                       |[…]                                           |[…]                          |[…]                                 |
|3                       |[…]                                           |[…]                          |[…]                                 |
|4                       |[…]                                           |[…]                          |[…]                                 |
|5                       |[…]                                           |[…]                          |[…]                                 |
|6                       |[…]                                           |[…]                          |[…]                                 |
|7                       |[…]                                           |[…]                          |[…]                                 |
|8                       |[…]                                           |[…]                          |[…]                                 |
|9                       |[…]                                           |[…]                          |[…]                                 |
|10                      |[…]                                           |[…]                          |[…]                                 |
|11                      |[…]                                           |[…]                          |[…]                                 |
|12                      |[…]                                           |[…]                          |[…]                                 |
|13                      |[…]                                           |[…]                          |[…]                                 |
|14                      |[…]                                           |[…]                          |[…]                                 |
|15                      |[…]                                           |[…]                          |[…]                                 |
|16                      |[…]                                           |[…]                          |[…]                                 |
|17                      |[…]                                           |[…]                          |[…]                                 |
|18                      |[…]                                           |[…]                          |[…]                                 |
|19                      |[…]                                           |[…]                          |[…]                                 |
|20                      |[…]                                           |[…]                          |[…]                                 |
|21                      |[…]                                           |[…]                          |[…]                                 |
|22                      |[…]                                           |[…]                          |[…]                                 |
|23                      |[…]                                           |[…]                          |[…]                                 |
|24                      |[…]                                           |[…]                          |[…]                                 |
|25                      |[…]                                           |[…]                          |[…]                                 |
|26                      |[…]                                           |[…]                          |[…]                                 |
|27                      |[…]                                           |[…]                          |[…]                                 |
|28                      |[…]                                           |[…]                          |[…]                                 |
|29                      |[…]                                           |[…]                          |[…]                                 |
|30                      |[…]                                           |[…]                          |[…]                                 |
|31                      |[…]                                           |[…]                          |[…]                                 |
|32                      |[…]                                           |[…]                          |[…]                                 |
|33                      |[…]                                           |[…]                          |[…]                                 |
|34                      |[…]                                           |[…]                          |[…]                                 |
|35                      |[…]                                           |[…]                          |[…]                                 |
|36                      |[…]                                           |[…]                          |[…]                                 |
|44                      |[…]                                           |[…]                          |[…]                                 |

   B. Murcia Plant

|Crown Reference         |Customer                                      |2013 Net (€ million)         |Percentage of the total turnover    |
|1                       |[…]                                           |[…]                          |[…]                                 |
|2                       |[…]                                           |[…]                          |[…]                                 |
|3                       |[…]                                           |[…]                          |[…]                                 |
|4                       |[…]                                           |[…]                          |[…]                                 |
|5                       |[…]                                           |[…]                          |[…]                                 |
|6                       |[…]                                           |[…]                          |[…]                                 |
|7                       |[…]                                           |[…]                          |[…]                                 |
|8                       |[…]                                           |[…]                          |[…]                                 |
|9                       |[…]                                           |[…]                          |[…]                                 |
|10                      |[…]                                           |[…]                          |[…]                                 |
|11                      |[…]                                           |[…]                          |[…]                                 |
|12                      |[…]                                           |[…]                          |[…]                                 |
|13                      |[…]                                           |[…]                          |[…]                                 |
|14                      |[…]                                           |[…]                          |[…]                                 |
|15                      |[…]                                           |[…]                          |[…]                                 |
|16                      |[…]                                           |[…]                          |[…]                                 |
|17                      |[…]                                           |[…]                          |[…]                                 |
|18                      |[…]                                           |[…]                          |[…]                                 |
|19                      |[…]                                           |[…]                          |[…]                                 |
|20                      |[…]                                           |[…]                          |[…]                                 |
|21                      |[…]                                           |[…]                          |[…]                                 |
|22                      |[…]                                           |[…]                          |[…]                                 |
|23                      |[…]                                           |[…]                          |[…]                                 |
|24                      |[…]                                           |[…]                          |[…]                                 |
|25                      |[…]                                           |[…]                          |[…]                                 |
|26                      |[…]                                           |[…]                          |[…]                                 |
|27                      |[…]                                           |[…]                          |[…]                                 |
|28                      |[…]                                           |[…]                          |[…]                                 |

   C. Vigo Plant

|Crown Reference         |Customer                                      |2013 Net (€ million)         |Percentage of the total turnover    |
|1                       |[…]                                           |[…]                          |[…]                                 |
|2                       |[…]                                           |[…]                          |[…]                                 |
|3                       |[…]                                           |[…]                          |[…]                                 |
|4                       |[…]                                           |[…]                          |[…]                                 |
|5                       |[…]                                           |[…]                          |[…]                                 |
|6                       |[…]                                           |[…]                          |[…]                                 |
|7                       |[…]                                           |[…]                          |[…]                                 |
|8                       |[…]                                           |[…]                          |[…]                                 |
|9                       |[…]                                           |[…]                          |[…]                                 |
|10                      |[…]                                           |[…]                          |[…]                                 |
|11                      |[…]                                           |[…]                          |[…]                                 |
|12                      |[…]                                           |[…]                          |[…]                                 |
|13                      |[…]                                           |[…]                          |[…]                                 |
|14                      |[…]                                           |[…]                          |[…]                                 |
|15                      |[…]                                           |[…]                          |[…]                                 |
|16                      |[…]                                           |[…]                          |[…]                                 |
|17                      |[…]                                           |[…]                          |[…]                                 |
|18                      |[…]                                           |[…]                          |[…]                                 |
|19                      |[…]                                           |[…]                          |[…]                                 |
|20                      |[…]                                           |[…]                          |[…]                                 |
|21                      |[…]                                           |[…]                          |[…]                                 |
|22                      |[…]                                           |[…]                          |[…]                                 |
|23                      |[…]                                           |[…]                          |[…]                                 |
|24                      |[…]                                           |[…]                          |[…]                                 |
|25                      |[…]                                           |[…]                          |[…]                                 |
|26                      |[…]                                           |[…]                          |[…]                                 |
|27                      |[…]                                           |[…]                          |[…]                                 |
|28                      |[…]                                           |[…]                          |[…]                                 |
|29                      |[…]                                           |[…]                          |[…]                                 |
|30                      |[…]                                           |[…]                          |[…]                                 |

   D. Ugao-Miravalles and Montmeló

      |Crown Reference         |Customer                                      |2013 Net (€ thousands)       |Percentage of the total turnover    |
|1                       |[…]                                           |[…]                          |[…]                                 |
|2                       |[…]                                           |[…]                          |[…]                                 |
|3                       |[…]                                           |[…]                          |[…]                                 |
|4                       |[…]                                           |[…]                          |[…]                                 |
|5                       |[…]                                           |[…]                          |[…]                                 |
|6                       |[…]                                           |[…]                          |[…]                                 |
|7                       |[…]                                           |[…]                          |[…]                                 |
|8                       |[…]                                           |[…]                          |[…]                                 |
|9                       |[…]                                           |[…]                          |[…]                                 |
|10                      |[…]                                           |[…]                          |[…]                                 |
|11                      |[…]                                           |[…]                          |[…]                                 |
|12                      |[…]                                           |[…]                          |[…]                                 |
|13                      |[…]                                           |[…]                          |[…]                                 |
|14                      |[…]                                           |[…]                          |[…]                                 |
|15                      |[…]                                           |[…]                          |[…]                                 |
|16                      |[…]                                           |[…]                          |[…]                                 |
|17                      |[…]                                           |[…]                          |[…]                                 |
|18                      |[…]                                           |[…]                          |[…]                                 |
|19                      |[…]                                           |[…]                          |[…]                                 |
|20                      |[…]                                           |[…]                          |[…]                                 |
|21                      |[…]                                           |[…]                          |[…]                                 |
|22                      |[…]                                           |[…]                          |[…]                                 |
|23                      |[…]                                           |[…]                          |[…]                                 |
|24                      |[…]                                           |[…]                          |[…]                                 |
|25                      |[…]                                           |[…]                          |[…]                                 |
|26                      |[…]                                           |[…]                          |[…]                                 |
|27                      |[…]                                           |[…]                          |[…]                                 |
|28                      |[…]                                           |[…]                          |[…]                                 |
|29                      |[…]                                           |[…]                          |[…]                                 |
|30                      |[…]                                           |[…]                          |[…]                                 |
|31                      |[…]                                           |[…]                          |[…]                                 |
|32                      |[…]                                           |[…]                          |[…]                                 |
|33                      |[…]                                           |[…]                          |[…]                                 |
|34                      |[…]                                           |[…]                          |[…]                                 |
|35                      |[…]                                           |[…]                          |[…]                                 |
|36                      |[…]                                           |[…]                          |[…]                                 |
|37                      |[…]                                           |[…]                          |[…]                                 |
|38                      |[…]                                           |[…]                          |[…]                                 |
|39                      |[…]                                           |[…]                          |[…]                                 |
|40                      |[…]                                           |[…]                          |[…]                                 |
|41                      |[…]                                           |[…]                          |[…]                                 |
|42                      |[…]                                           |[…]                          |[…]                                 |
|43                      |[…]                                           |[…]                          |[…]                                 |
|44                      |[…]                                           |[…]                          |[…]                                 |
|45                      |[…]                                           |[…]                          |[…]                                 |
|46                      |[…]                                           |[…]                          |[…]                                 |
|47                      |[…]                                           |[…]                          |[…]                                 |
|48                      |[…]                                           |[…]                          |[…]                                 |
|49                      |[…]                                           |[…]                          |[…]                                 |
|50                      |[…]                                           |[…]                          |[…]                                 |
|51                      |[…]                                           |[…]                          |[…]                                 |
|52                      |[…]                                           |[…]                          |[…]                                 |
|53                      |[…]                                           |[…]                          |[…]                                 |
|54                      |[…]                                           |[…]                          |[…]                                 |
|55                      |[…]                                           |[…]                          |[…]                                 |
|56                      |[…]                                           |[…]                          |[…]                                 |
|57                      |[…]                                           |[…]                          |[…]                                 |
|58                      |[…]                                           |[…]                          |[…]                                 |
|59                      |[…]                                           |[…]                          |[…]                                 |
|60                      |[…]                                           |[…]                          |[…]                                 |
|61                      |[…]                                           |[…]                          |[…]                                 |
|62                      |[…]                                           |[…]                          |[…]                                 |
|63                      |[…]                                           |[…]                          |[…]                                 |
|64                      |[…]                                           |[…]                          |[…]                                 |
|65                      |[…]                                           |[…]                          |[…]                                 |
|66                      |[…]                                           |[…]                          |[…]                                 |
|67                      |[…]                                           |[…]                          |[…]                                 |
|68                      |[…]                                           |[…]                          |[…]                                 |
|69                      |[…]                                           |[…]                          |[…]                                 |
|70                      |[…]                                           |[…]                          |[…]                                 |
|71                      |[…]                                           |[…]                          |[…]                                 |
|72                      |[…]                                           |[…]                          |[…]                                 |
|73                      |[…]                                           |[…]                          |[…]                                 |
|74                      |[…]                                           |[…]                          |[…]                                 |
|75                      |[…]                                           |[…]                          |[…]                                 |
|76                      |[…]                                           |[…]                          |[…]                                 |
|77                      |[…]                                           |[…]                          |[…]                                 |
|78                      |[…]                                           |[…]                          |[…]                                 |
|79                      |[…]                                           |[…]                          |[…]                                 |
|80                      |[…]                                           |[…]                          |[…]                                 |
|81                      |[…]                                           |[…]                          |[…]                                 |
|82                      |[…]                                           |[…]                          |[…]                                 |
|83                      |[…]                                           |[…]                          |[…]                                 |
|84                      |[…]                                           |[…]                          |[…]                                 |
|85                      |[…]                                           |[…]                          |[…]                                 |
|86                      |[…]                                           |[…]                          |[…]                                 |
|87                      |[…]                                           |[…]                          |[…]                                 |
|88                      |[…]                                           |[…]                          |[…]                                 |
|89                      |[…]                                           |[…]                          |[…]                                 |
|90                      |[…]                                           |[…]                          |[…]                                 |
|91                      |[…]                                           |[…]                          |[…]                                 |
|92                      |[…]                                           |[…]                          |[…]                                 |
|93                      |[…]                                           |[…]                          |[…]                                 |
|94                      |[…]                                           |[…]                          |[…]                                 |
|95                      |[…]                                           |[…]                          |[…]                                 |
|96                      |[…]                                           |[…]                          |[…]                                 |
|97                      |[…]                                           |[…]                          |[…]                                 |
|98                      |[…]                                           |[…]                          |[…]                                 |
|99                      |[…]                                           |[…]                          |[…]                                 |
|100                     |[…]                                           |[…]                          |[…]                                 |
|101                     |[…]                                           |[…]                          |[…]                                 |
|102                     |[…]                                           |[…]                          |[…]                                 |
|103                     |[…]                                           |[…]                          |[…]                                 |
|104                     |[…]                                           |[…]                          |[…]                                 |
|105                     |[…]                                           |[…]                          |[…]                                 |
|106                     |[…]                                           |[…]                          |[…]                                 |
|107                     |[…]                                           |[…]                          |[…]                                 |
|108                     |[…]                                           |[…]                          |[…]                                 |
|109                     |[…]                                           |[…]                          |[…]                                 |
|110                     |[…]                                           |[…]                          |[…]                                 |
|111                     |[…]                                           |[…]                          |[…]                                 |
|112                     |[…]                                           |[…]                          |[…]                                 |
|113                     |[…]                                           |[…]                          |[…]                                 |
|114                     |[…]                                           |[…]                          |[…]                                 |
|115                     |[…]                                           |[…]                          |[…]                                 |
|116                     |[…]                                           |[…]                          |[…]                                 |
|117                     |[…]                                           |[…]                          |[…]                                 |
|118                     |[…]                                           |[…]                          |[…]                                 |
|119                     |[…]                                           |[…]                          |[…]                                 |
|220                     |[…]                                           |[…]                          |[…]                                 |
|221                     |[…]                                           |[…]                          |[…]                                 |
|222                     |[…]                                           |[…]                          |[…]                                 |
|223                     |[…]                                           |[…]                          |[…]                                 |
|224                     |[…]                                           |[…]                          |[…]                                 |

                                                                   Annex 2a.bis

                                       Customers of Mivisa or Crown of three-piece cans located in Portugal

                                Mivisa’s customers of three-piece cans located in Portugal (“Mivisa’s Customers”)

|Mivisa        |Customer                                                    |2013 units              |2013 Net (€)       |
|Reference     |                                                            |                        |                   |
|1.002         |[…]                                                         |[…]                     |[…]                |
|1.015         |[…]                                                         |[…]                     |[…]                |
|1.659         |[…]                                                         |[…]                     |[…]                |
|1.893         |[…]                                                         |[…]                     |[…]                |
|3.119         |[…]                                                         |[…]                     |[…]                |
|4.368         |[…]                                                         |[…]                     |[…]                |
|4.807         |[…]                                                         |[…]                     |[…]                |
|5.526         |[…]                                                         |[…]                     |[…]                |
|6.181         |[…]                                                         |[…]                     |[…]                |
|6.522         |[…]                                                         |[…]                     |[…]                |
|6.604         |[…]                                                         |[…]                     |[…]                |
|6.952         |[…]                                                         |[…]                     |[…]                |
|7.669         |[…]                                                         |[…]                     |[…]                |
|7.814         |[…]                                                         |[…]                     |[…]                |
|8.458         |[…]                                                         |[…]                     |[…]                |
|8.796         |[…]                                                         |[…]                     |[…]                |
|8.797         |[…]                                                         |[…]                     |[…]                |
|8.971         |[…]                                                         |[…]                     |[…]                |
|9.011         |[…]                                                         |[…]                     |[…]                |
|9.101         |[…]                                                         |[…]                     |[…]                |
|9.233         |[…]                                                         |[…]                     |[…]                |
|9.398         |[…]                                                         |[…]                     |[…]                |
|              |                                                            |[…]                     |[…]                |

   *Not included in the Divestment Business

                                 Crown’s customers of three-piece cans located in Portugal (“Crown’s Customers”)

|Crown Reference|Customer                                                    |2013 units                               |
|S.16360        |[…]                                                         |[…]                                      |
|S.42637        |[…]                                                         |[…]                                      |
|S.49630        |[…]                                                         |[…]                                      |
|S.36813        |[…]                                                         |[…]                                      |
|S.16352        |[…]                                                         |[…]                                      |
|S.36826        |[…]                                                         |[…]                                      |
|S.43395        |[…]                                                         |[…]                                      |
|S.35255        |[…]                                                         |[…]                                      |
|S.42706        |[…]                                                         |[…]                                      |
|               |                                                            |[…]                                      |

                                                                    Annex 3.a

                                            Personnel organizational chart of Crown’s Spanish Business

Crown will transfer all Personnel to the Purchaser of the Spanish Business.

The current management of the Divestment Business is composed of the following individuals, all of them to be considered Key Personnel:

- Financial Director: […];

- Commercial Director: […]; and

- Operations Director: […].

The tables below show the current number of employees, per category and plant and the Key Personnel of each of the plants.

A. La Rioja

|Type                                                                                        |Employees                                |
|Permanents                                                                                  |[…]                                      |
|Temps & Agency                                                                              |[…]                                      |
|Average Employees 2012                                                                      |[…]                                      |
|Direct (S1-S2)                                                                              |[…]                                      |
|Indirect (S3)                                                                               |[…]                                      |
|Sales (S4)                                                                                  |[…]                                      |
|Permanent Headcount December 2012                                                           |[…]                                      |
|Key Personnel                                                                                                                         |
|Function                                                                                    |Name                                     |
|Plant Manager                                                                               |[…]                                      |
|Human Resources                                                                             |[…]                                      |
|Control                                                                                     |[…]                                      |
|Supply Chain                                                                                |[…]                                      |
|Maintenance                                                                                 |[…]                                      |
|Engineering                                                                                 |[…]                                      |

B. Murcia

|Type                                                                                        |Employees                                |
|Permanents                                                                                  |[…]                                      |
|Temps & Agency                                                                              |[…]                                      |
|Average Employees 2012                                                                      |[…]                                      |
|Direct (S1-S2)                                                                              |[…]                                      |
|Indirect (S3)                                                                               |[…]                                      |
|Sales (S4)                                                                                  |[…]                                      |
|Permanent Headcount December 2012                                                           |[…]                                      |
|Key Personnel                                                                                                                         |
|Function                                                                                    |Name                                     |
|Plant Manager                                                                               |[…]                                      |
|Human Resources / EHS                                                                       |[…]                                      |
|Control                                                                                     |[…]                                      |
|Supply Chain                                                                                |[…]                                      |
|Engineering                                                                                 |[…]                                      |

C. Vigo

|Type                                                                                        |Employees                                |
|Permanents                                                                                  |[…]                                      |
|Temps                                                                                       |[…]                                      |
|Average Employees 2012                                                                      |[…]                                      |
|Direct (S1-S2)                                                                              |[…]                                      |
|Indirect (S3)                                                                               |[…]                                      |
|Sales (S4)                                                                                  |[…]                                      |
|Permanent Headcount December 2012                                                           |[…]                                      |
|Key Personnel                                                                                                                         |
|Function                                                                                    |Name                                     |
|Plant Manager                                                                               |[…]                                      |
|Human Resources Manager                                                                     |[…]                                      |
|Control                                                                                     |[…]                                      |
|Supply Chain                                                                                |[…]                                      |
|Production / Maintenance                                                                    |[…]                                      |

D. Ugao-Miravalles and Montmeló

|Ugao-Miravalles                                                                                                                       |
|Type                                                                                        |Employees                                |
|Permanents                                                                                  |[…]                                      |
|Temps                                                                                       |[…]                                      |
|Average Employees 2012                                                                      |[…]                                      |
|Direct (S1-S2)                                                                              |[…]                                      |
|Indirect (S3)                                                                               |[…]                                      |
|Sales (S4)                                                                                  |[…]                                      |
|Permanent Headcount December 2012                                                           |[…]                                      |
|Montmeló                                                                                                                              |
|Type                                                                                        |Employees                                |
|Permanents                                                                                  |[…]                                      |
|Temps                                                                                       |[…]                                      |
|Average Employees 2012                                                                      |[…]                                      |
|Direct (S1-S2)                                                                              |[…]                                      |
|Indirect (S3)                                                                               |[…]                                      |
|Sales & GA (S4 & S5)                                                                        |[…]                                      |
|Permanent Headcount December 2012                                                           |[…]                                      |
|Key Personnel                                                                                                                         |
|Function                                                                                    |Name                                     |
|Plant Manager                                                                               |[…]                                      |
|Logistics Manager                                                                           |[…]                                      |
|Production / Maintenance Supervisor (Montmeló)                                              |[…]                                      |
|Controller                                                                                  |[…]                                      |

Excluded personnel

The only employee that will be excluded from Crown’s Spanish Business is one expatriate employee based in Spain in the finance department but
who is employed by another Crown entity.

The Purchaser will be able to propose the exclusion of any other employees that it considers unnecessary for the operation of the Divestment
Business.

                                                             SCHEDULE B - HORST PLANT

      1. The Divestment Business consists of Mivisa’s plant located in Horst, the Netherlands,  an  assembly  plant  currently  owned  by  Mivisa
         Envases, S.A.U. and which manufactures three-piece cans.

      2. In accordance with paragraph 6 of these Commitments, the Horst Plant includes, but is not limited to:

      (a)   The main tangible assets listed in Annex 1.b (including the know-how for the operation of the production lines);

      (b)   All contracts, commitments and customer orders relating to the customers of the Horst Plant listed in Annex 2.b;

      (d)   All customers lists, sales, marketing and promotional information (in particular  the  customer  base  of  the  Horst  Plant  in  the
           Netherlands and abroad, i.e. details of all customers in the Netherlands and abroad that have purchased any products manufactured  at
           the Horst Plant during the 12 month period prior to the Effective Date);

      (e)   All raw materials, stocks, work in progress and semi-finished and finished goods held at the date of closing;

      (f)   The main licences, permits and authorisations;

      (g)   All Personnel (as further described in Annex 3.b);

      (h)   The goodwill relating to the Horst Plant at the time of the divestment together  with  the  exclusive  right  for  the  Purchaser  to
           represent itself as carrying on the Horst Plant in succession to Crown.

      3. The Horst Plant shall not include, inter alia:

      (a)   Any brands or logos currently held, as owner or licensee, by Crown or Mivisa or any rights to sell the products manufactured  in  the
           Horst Plant with the Mivisa name;

      (b)   Any rights to the www.mivisa.es and www.mivisa.com websites or domain names;

      (c)   Books and records required to be retained pursuant to any statute, rule, regulation or  ordinance,  provided  that  the  Purchaser(s)
           shall obtain a copy of the same and shall be permitted access to the original of such  books  and  records  upon  reasonable  request
           during normal business hours;

      (d)   General books of account and books of original entry that comprise Mivisa’s or an Affiliated Undertaking’s  permanent  accounting  or
           tax records;

      4. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule but which is both used (exclusively  or  not)
         in the Horst Plant and indispensable for the continued viability and  competitiveness  of  the  Horst  Plant,  that  asset  or  adequate
         substitute will be offered to potential purchasers.

      5. Crown proposes to offer the Purchaser of the Horst Plant, at the option of the Purchaser and on a  reasonable  cost  plus  basis  to  be
         agreed with the Purchaser and with the consent of the Monitoring  Trustee  in  order  to  ensure  the  viability  of  the  Horst  Plant,
         transitional services to replicate the essential functions currently in place in order to ensure the viability of the Horst Plant.

      6. In particular, where required by the Purchaser, Crown shall provide reasonable technical assistance to the Purchaser to  facilitate  the
         procurement of raw materials necessary for the manufacture of the products manufactured at the Horst Plant. If the Purchaser is not able
         to source such raw materials, Crown commits to enter, at the option of the Purchaser, into supply agreements with certain  raw  material
         suppliers and to make such raw materials available to the Purchaser on a reasonable cost plus basis as agreed  with  the  Purchaser  and
         with the consent of the Monitoring Trustee in order to ensure the viability of the Horst Plant, for such period as is  required  by  the
         Purchaser to establish the Horst Plant as a viable and independent business, but not exceeding […] from the date of Closing,  which  can
         be extended by […] if such extension is necessary to ensure the viability of the business. Strict firewall procedures will be adopted in
         relation to this agreement, so as to ensure that any competitively sensitive information related  thereto  (in  particular,  information
         concerning prices and volumes) will not be shared with, or passed on to, anyone outside the Crown units providing the supply service.

      7. Crown will enter into an agreement with the Purchaser of the Horst Plant for the supply of can ends (EOE, NEO or peelable as required by
         the Purchaser) to the Horst Plant to make such ends available to the Purchaser on a reasonable  cost  plus  basis  as  agreed  with  the
         Purchaser and with the consent of the Monitoring Trustee in order to ensure the viability of the Horst Plant,  for  such  period  as  is
         required by the Purchaser to establish the Horst Plant as a viable and independent business, but not exceeding  […]  from  the  date  of
         Closing, which can be extended by […] if such extension is necessary to ensure the viability of the business. Strict firewall procedures
         will be adopted in relation to this agreement, so as to  ensure  that  any  competitively  sensitive  information  related  thereto  (in
         particular, information concerning prices and volumes) will not be shared with,  or  passed  on  to,  anyone  outside  the  Crown  units
         providing the supply service.

      8. Crown will also enter into agreements for the supply of plate cutting, lacquering or printing services on a reasonable cost  plus  basis
         to be agreed with the Purchaser and with the consent of the Monitoring Trustee, for such period to facilitate the establishment  of  the
         Horst Plant as a viable and independent business, but not exceeding […] from the date of Closing.

      9. Where required by the Purchaser, Crown shall enter into transitional arrangements on a reasonable cost plus basis to be agreed with  the
         Purchaser and with the consent of the Monitoring Trustee for the continuation of current IT/systems support for a period  determined  by
         the Purchaser but limited to a maximum period of […] from the date of Closing.

     10. Where required by the Purchaser, Crown shall enter into transitional arrangements on a reasonable cost plus basis to be agreed with  the
         Purchaser and with the consent of the Monitoring Trustee for the continuation of current  logistics  and  distribution  services  for  a
         period determined by the Purchaser but limited to a maximum period of […] from the date of Closing.

     11. The scope and terms of the transitional agreements and of the technical assistance referred to at the above paragraphs will have  to  be
         negotiated with the Purchaser, as this will largely depend on the requirements of the Purchaser.  These  agreements  shall  include  the
         appropriate provisions to ensure that Crown provides the services to the Purchaser expeditiously. Crown shall carry out  these  services
         in accordance with good industry practice including as regards the timing and responsiveness with  which  this  assistance  is  provided
         through the different stages of the transfer.

                                                                    Annex 1.b

                                                     Tangible Assets part of the Horst Plant

The following table shows the production lines to be transferred with the Horst Plant, as well as information about the property  regime  of  the
Horst Plant.

Production lines

|Horst plant                                                                                                                           |
|Line                             |Type of product                  |Diameter/Type                    |Owned/Leased                     |
|Line 1                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 2                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 3                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 4                           |Three-piece cans                 |[…]                              |Owned                            |
|Line 5                           |Three-piece cans                 |[…]                              |Owned                            |

Land/Building

|Land/Building                                                      |Owned/Leased                                                       |
|Land – […]                                                         |Owned                                                              |
|Buildings – […]                                                    |Owned                                                              |

                                                                    Annex 2.b

                                                             Customers in Horst Plant

|Mivisa Reference          |Customer                                            |2013 Net Sales          |Percentage of the total turnover|
|                          |                                                    |(€ million)             |                                |
|5985                      |[…]                                                 |[…]                     |[…]                             |
|3144                      |[…]                                                 |[…]                     |[…]                             |
|4141                      |[…]                                                 |[…]                     |[…]                             |
|8648                      |[…]                                                 |[…]                     |[…]                             |
|8186                      |[…]                                                 |[…]                     |[…]                             |
|4392                      |[…]                                                 |[…]                     |[…]                             |
|3502                      |[…]                                                 |[…]                     |[…]                             |
|6471                      |[…]                                                 |[…]                     |[…]                             |
|6138                      |[…]                                                 |[…]                     |[…]                             |
|3196                      |[…]                                                 |[…]                     |[…]                             |
|3072                      |[…]                                                 |[…]                     |[…]                             |
|5700                      |[…]                                                 |[…]                     |[…]                             |
|3418                      |[…]                                                 |[…]                     |[…]                             |
|9888                      |[…]                                                 |[…]                     |[…]                             |
|8899                      |[…]                                                 |[…]                     |[…]                             |
|3097                      |[…]                                                 |[…]                     |[…]                             |
|7074                      |[…]                                                 |[…]                     |[…]                             |
|6832                      |[…]                                                 |[…]                     |[…]                             |
|5073                      |[…]                                                 |[…]                     |[…]                             |
|3392                      |[…]                                                 |[…]                     |[…]                             |
|7116                      |[…]                                                 |[…]                     |[…]                             |
|3099                      |[…]                                                 |[…]                     |[…]                             |
|1994                      |[…]                                                 |[…]                     |[…]                             |
|6873                      |[…]                                                 |[…]                     |[…]                             |
|3223                      |[…]                                                 |[…]                     |[…]                             |
|3867                      |[…]                                                 |[…]                     |[…]                             |
|3335                      |[…]                                                 |[…]                     |[…]                             |
|5746                      |[…]                                                 |[…]                     |[…]                             |
|2988                      |[…]                                                 |[…]                     |[…]                             |
|3908                      |[…]                                                 |[…]                     |[…]                             |
|3811                      |[…]                                                 |[…]                     |[…]                             |
|3154                      |[…]                                                 |[…]                     |[…]                             |
|6109                      |[…]                                                 |[…]                     |[…]                             |
|3054                      |[…]                                                 |[…]                     |[…]                             |
|3859                      |[…]                                                 |[…]                     |[…]                             |
|3904                      |[…]                                                 |[…]                     |[…]                             |
|8638                      |[…]                                                 |[…]                     |[…]                             |
|4242                      |[…]                                                 |[…]                     |[…]                             |
|3534                      |[…]                                                 |[…]                     |[…]                             |
|6118                      |[…]                                                 |[…]                     |[…]                             |
|4667                      |[…]                                                 |[…]                     |[…]                             |
|336                       |[…]                                                 |[…]                     |[…]                             |
|8778                      |[…]                                                 |[…]                     |[…]                             |
|6776                      |[…]                                                 |[…]                     |[…]                             |
|6488                      |[…]                                                 |[…]                     |[…]                             |
|3946                      |[…]                                                 |[…]                     |[…]                             |
|209                       |[…]                                                 |[…]                     |[…]                             |
|9999                      |[…]                                                 |[…]                     |[…]                             |
|Total                     |                                                    |[…]                     |[…]                             |

                                                                    Annex 3.b

                                                Personnel organisational chart of the Horst Plant

All Personnel will be transferred to the Purchaser of the Horst Plant.

The following tables show the structure of the management of the Divestment Business as well as current number of  employees,  per  category  and
plant.

|Position                                     |Name                                              |
|Key Personnel                                                                                   |
|Director of the plant                        |[…]                                               |
|Chief Mechanic                               |[…]                                               |
|Quality control Director                     |[…]                                               |
|Chief of Personnel                           |[…]                                               |
|Commercial Department                        |[…]                                               |
|Chief of Administration                      |[…]                                               |

|Type                                                                                        |Employees                                |
|Manager                                                                                     |[…]                                      |
|Commercial, Administration and Reception Department                                         |[…]                                      |
|Production and Quality Management                                                           |[…]                                      |
|Electricians, technicians and other qualified personnel                                     |[…]                                      |
|Operators, quality control, and other non-qualified operators                               |[…]                                      |
|Total                                                                                       |[…]                                      |

-----------------------
[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]   Publication in the Official Journal of the European Union No C 28, 31.1.2014, p. 15.

[3]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated Jurisdictional  Notice  (OJ  C
95, 16.4.2008, p. 1.).

[4]   In addition Crown produces can-making machines; however, the last  external  sale  of  food  can-making  machinery  was  made  in  […]  and
represented around […] of Crown's total turnover.

[5]   COMP/M.6128 Blackstone/Mivisa, Commission Decision dated 25 March 2011, para. 9.

[6]   Cases: COMP/M.6025 Ardagh/Impress, Commission Decision dated 29 November  2010,  paras.  11,  13  and  15,  COMP/M.1109  Owens-Illinois/BTR
Packaging, Commission Decision dated 21 April 1998, paras. 11 and 19, COMP/M.3397 Owens-Illinois/BSN Glasspack, Commission Decision dated 9  June
2004, paras. 11 and 12, and COMP/M.603 Crown Cork & Seal/Carnaud Metalbox, Commission Decision dated 14 November 1995, paras. 27 and 28.

[7]   Responses to question 6 of "Questionnaire Q1 – Customers".

[8]   Throughout this Decision 'final customers' mean clients who purchase canned food products.

[9]   Responses to question 6 of "Questionnaire Q1 – Customers".

[10]  Responses to question 5 of "Questionnaire Q2 – Competitors".

[11]  Response to question 5.1 of "Questionnaire Q2 – Competitors".

[12]  Responses to question 7 of "Questionnaire Q1 – Customers".

[13]  Responses to question 7 of "Questionnaire Q2 – Competitors".

[14]  Responses to question 8 of "Questionnaire Q1 – Customers" and to question 8 of "Questionnaire Q2 – Competitors".

[15]  Magnetic handling cannot be used for aluminium cans.

[16]  COMP/M.2702 Norsk Hydro/VAW, Commission Decision dated 4 March 2002, para.12  and  COMP/M.3225  Alcan/Pechiney  (II),  Commission  Decision
dated 29 September 2003, para. 65.

[17]  Responses to question 12 of "Questionnaire Q1 – Customers".

[18]  Responses to question 17.1 of "Questionnaire Q1 – Customers" and to question 13.1 of "Questionnaire Q2 – Competitors".

[19]  Responses to question 17.4 of "Questionnaire Q1 – Customers".

[20]  Responses to question 13.2 of "Questionnaire Q1 – Customers".

[21]  Responses to question 13.4 of "Questionnaire Q2 – Competitors".

[22]  Responses to question 17.3 of "Questionnaire Q1 – Customers" and to question 13.2 of "Questionnaire Q2 – Competitors".

[23]  Responses to questions 12 and 13 of "Questionnaire Q1 – Customers".

[24]  Responses to question 17.2 of "Questionnaire Q1 – Customers".

[25]  M.603 Crown Cork & Seal/Carnaud Metalbox, ibidem, para. 30.

[26]  COMP/M.6128 Blackstone/Mivisa, ibidem, para. 10.

[27]  Responses to questions 16.1 and 16.2 of "Questionnaire Q1 – Customers" and to question 6.1 of "Questionnaire Q2 – Competitors".

[28]  Responses to question 16.3 of "Questionnaire Q1 – Customers" and to question 6.1 of "Questionnaire Q2 – Competitors".

[29]  Responses to question 16.4 of "Questionnaire Q1 – Customers" and to question 6.4 of "Questionnaire Q2 – Competitors".

[30]  Responses to question 11 of "Questionnaire Q1 – Customers".

[31]  Responses to question 9 of "Questionnaire Q2 – Competitors".

[32]  COMP/M.6128 Blackstone/Mivisa, ibidem, para. 11.

[33]  Responses to questions 18.1 and 18.5 of "Questionnaire Q2 – Competitors".

[34]  Responses to questions 18.2, 18.3 and 18.4 of "Questionnaire Q2 – Competitors".

[35]  Responses to questions 18.1, 18.2 of "Questionnaire Q1 – Customers".

[36]  Responses to question 18.3 of "Questionnaire Q1 – Customers".

[37]  Responses to question 18.4 of "Questionnaire Q1 – Customers".

[38]  Responses to question 18 of "Questionnaire Q1 – Customers".

[39]  COMP/M.6128 Blackstone/Mivisa, ibidem, para. 12.

[40]  Responses to question 19 of "Questionnaire Q1 – Customers".

[41]  Responses to question 23 of "Questionnaire Q3 – Competitors".

[42]  Response to question 23.1.1 of "Questionnaire Q3 – Competitors".

[43]  Responses to question 20 of "Questionnaire Q1 – Customers".

[44]  Responses to question 21 of "Questionnaire Q1 – Customers".

[45]  Responses to question 22 of "Questionnaire Q1 – Customers".

[46]  Responses to question 23 of "Questionnaire Q1 – Customers".

[47]  Responses to question 26 of "Questionnaire Q3 – Competitors".

[48]  Response to question 27.1 of "Questionnaire Q3 – Competitors".

[49]  Response to question 27.1 of "Questionnaire Q3 – Competitors".

[50]  COMP IV/M.603 Crown Cork &Seal/Carnaud/Metalbox, ibidem, paras 32 and ff.

[51]  The Notifying Party proposes to distinguish the following regions: (i) Spain/Portugal/southern France; (ii)  France/Benelux/adjacent  areas
in Spain, Italy, Germany and southern England; (iii) Benelux/North France/adjacent areas  of  Germany;  (iv)  Germany  and  adjacent  areas;  and
(v) Hungary and adjacent areas.

[52]  Such as COMP IV/M.603 Crown Cork &Seal/Carnaud/Metalbox, ibidem, para. 46, where the following trans-border markets were identified:  Spain
and Portugal; the UK and Ireland; Belgium and Netherlands and Luxembourg.

[53]  COMP/M.6128 Blackstone/Mivisa, ibidem, para. 13.

[54]  Responses to question 24.1 of "Questionnaire Q1 – Customers".

[55]  Responses to question 24.5 of "Questionnaire Q1 – Customers".

[56]  Responses to question 24.2 of "Questionnaire Q1 – Customers".

[57]  Responses to questions 24.3 and 24.4 of "Questionnaire Q1 – Customers".

[58]  Responses to question 24.6 of "Questionnaire Q1 – Customers". There are two exceptions to this pattern among the respondents to the  market
investigation, who buy metal food cans from maximum distances of 1000 and 1500 km.

[59]  Responses to question 24.7 of "Questionnaire Q1 – Customers".

[60]  Responses to question 25 of "Questionnaire Q1 – Customers".

[61]  Responses to question 26 of "Questionnaire Q1 – Customers".

[62]  However, regarding small metal food cans customers in Hungary estimated that this distance could reach 1500 km.

[63]  Responses to question 32 of "Questionnaire Q1 – Customers".

[64]  Responses to question 27 of "Questionnaire Q1 – Customers".

[65]  Responses to question 28 of "Questionnaire Q2 – Competitors".

[66]  Responses to questions 29 and 29.2 of "Questionnaire Q1 – Customers".

[67]  Responses to question 34 of "Questionnaire Q2 – Competitors".

[68]  Form CO, Annexes 6.5.a and 6.5.b.

[69]  Responses to question 30 of "Questionnaire Q1 – Customers".

[70]  Responses to question 30 of "Questionnaire Q2 – Competitors".

[71]  Responses to question 33 of "Questionnaire Q1 – Customers" and to question 33 of "Questionnaire Q2 – Competitors".

[72]  Responses to question 54 of  "Questionnaire Q1 – Customers".

[73]  COMP IV/M.603 Crown Cork &Seal/Carnaud/Metalbox, ibidem, para. 50.

[74]  Responses to question 36 of "Questionnaire Q1 – Customers".

[75]  Responses to question 38 of "Questionnaire Q1 – Competitors".

[76]  COMP IV/M.603 Crown Cork &Seal/Carnaud/Metalbox, ibidem, para. 50.

[77]  Responses to question 37 of "Questionnaire Q1 – Competitors".

[78]  Responses to question 35 of "Questionnaire Q1 – Customers".

[79]  Austria, the Benelux, Czech Republic, Denmark, northern France and western Poland.

[80]  Austria, Bosnia, Bulgaria, Croatia, Czech Republic, Moldova, Poland, Serbia, Slovak Republic, Slovenia, Romania and Ukraine.

[81]  With the exception of 2-piece DRD tinplate cans, where the second player would be French Massilly.

[82]  Under most product segmentations this fourth player would be Massilly.

[83]  With the exception of the potential narrower segments of 2-piece DRD cans, where G&M has a market share  of  [5-10]%  and  of  2-piece  DRD
tinplate cans, where Ardagh is the fourth player with a market share of [5-10]%.

[84]  Such as Ardagh's plants in Germany, the Netherlands, northern Italy and southern England, which allegedly exercise competitive  constraints
over suppliers in France or CanPack's plant in Poland, Sarten's plant in Bulgaria and Silgan's plants in Slovakia  and  Austria  which  allegedly
exercise competitive constraints over suppliers in Hungary.

[85]  Responses to question 41 of "Questionnaire Q1 – Customers" and to question 40 of "Questionnaire Q2 – Competitors".

[86]  Responses to question 41 of "Questionnaire Q1 – Customers".

[87]  Ibidem.

[88]  Responses to question 40 of "Questionnaire Q2 – Competitors".

[89]  Responses to questions 41 and 42 of "Questionnaire Q2 – Competitors" and questions 45 and 46 of the "Questionnaire Q1-Customers".

[90]  Ibidem.

[91]  Namely in Austria, Belarus, Bulgaria, Czech Republic, Denmark, Poland, Slovakia and Slovenia.

[92]  Seasonality is relevant to customers who fill cans with fruit, vegetables or fish. Seasonality is  not  so  important  for  e.g.  pet  food
producers.

[93]  Responses to questions 53 and 54 of "Questionnaire Q1 – Customers".

[94]  Responses to question 56 of "Questionnaire Q2 – Competitors".

[95]  Responses to question 57 of "Questionnaire Q2 – Competitors".

[96]  Responses to question 58 of "Questionnaire Q2 – Competitors".

[97]  Responses to question 59 of "Questionnaire Q2 – Competitors".

[98]  Minutes of conference call with a competitor of 20 January 2014.

[99]  Responses to question 63 of "Questionnaire Q2 – Competitors", minutes of conference call with a competitor of 20 January 2014.

[100] Responses to question 60 of "Questionnaire Q2 – Competitors".

[101] Minutes of a conference call with a competitor of 20 January 2014.

[102] Responses to question 62 of "Questionnaire Q2 – Competitors".

[103] Responses to question 37 of "Questionnaire Q1 – Customers".

[104] Responses to question 37 of "Questionnaire Q1 – Customers".

[105] Responses to question 5 of "Questionnaire Q1 – Customers".

[106] Responses to question 37.1 of "Questionnaire Q1 – Customers".

[107] Homologation is a quality check carried by the customers before they accept a new supplier of metal food cans.

[108] Minutes of conference call with a customer of 20 January 2014.

[109] Responses to questions 48 and 49 of "Questionnaire Q2 – Competitors".

[110] Responses to question 42.1 to "Questionnaire Q1 – Customers".

[111] Responses to question 43 of "Questionnaire Q1- Customers".

[112] Responses to question 40 of "Questionnaire Q1 – Customers".

[113] Minutes of conference call with a customer of 17 January 2014.

[114] Responses to question 38 of "Questionnaire Q1 – Customers".

[115] The Parties noted that they themselves often pay for the adjustment of seaming machines, however it has not been  shown  that  this  is  an
industry-wide practice.

[116] Responses to question 39 of "Questionnaire Q1-Customers".

[117] Winning volumes does not equate winning new customers given that volumes may be shifted between existing suppliers.

[118] Responses to question 43 of "Questionnaire Q2 – Competitors".

[119] Annexes 8A.6.e and 8A.6.f to the Form CO.

[120] Responses to question 44 of "Questionnaire Q1 – Customers".

[121] Responses to question 55.1 of "Questionnaire Q1-Customers".

[122] Responses to question 56 of "Questionnaire Q1-Customers".

[123] Responses to question 56 of "Questionnaire Q1-Customers".

[124] "Food Iberia Commercial Budget 2013 & Rfc3 2012", slide 25.

[125] Responses to question 50 of "Questionnaire Q2 – Competitors".

[126]       Responses to question 58 and 59 of "Questionnaire Q1 – Customers".

[127] Responses to question 54 of "Questionnaire Q2 – Competitors".

[128] Responses to question 52 of "Questionnaire Q2 – Competitors".

[129] Responses to question 54 of "Questionnaire Q2 – Competitors".

[130] Responses to question 48.1 of "Questionnaire Q1-Customers".

[131] Responses to question 60 of "Questionnaire Q1-Customers".

[132] Ibidem.

[133] A'wall-to-wall' project refers to a plant of cans supplier build in very close proximity to the customer's premises.

[134] Responses to question 51 of "Questionnaire Q2 – Competitors".

[135] Market shares are provided by volume. The Notifying Party stated it is not able to estimate market shares by value but  that  in  any  case
they should be very similar to those based on volume.

[136] With the exception of the potential segments of 2-piece cans, 2-piece DRD cans, 2-piece tinplate cans and 2-piece DRD tinplate cans,  where
it would be Ardagh.

[137] The evolution of market shares in the various potential sub-segments of the market for metal food cans in  Spain  has  followed  a  similar
pattern during the period 2010-2013.

[138]       G&M supplies Spain from its plants in Denmark and Sweden.

[139] Responses to question 61 of "Questionnaire Q1-Customers".

[140] Form CO, par. 389 and 404.

[141] Responses to question 44 of "Questionnaire Q1-Customers".

[142] Responses of a customer to questions 44, 63 of "Questionnaire Q1-Customers", minutes of conference call of 16 January 2014.

[143] Minutes of conference call with a customer of 16 January 2014.

[144] Responses to question 48 of "Questionnaire Q1-Customers", response of a customer to question 66 of "Questionnaire Q1-Customers".

[145] "Commercial BP-14", page 3.

[146] In the years 2010-2013 the evolution of market shares for metal food cans and its various potential sub-segments in the  region  consisting
of Spain, Portugal, and southern France followed a similar pattern as in Spain.

[147] For 2-piece cans the combined market share of the Parties has been slightly increasing over the period  2010-2013,  in  particular  due  to
Mivisa's growth between 2012 and 2013.

[148] 'Analysis of the competitive constraints in Portugal post-merger', submitted on 12 February 2014.

[149] Response to question 42 of "Questionnaire Q1-Customers".

[150] Responses to question 45 of "Questionnaire Q1-Customers".

[151] Minutes of conference call with a customer of 21 January 2014.

[152] Response to question 61.1 of "Questionnaire Q1-Customers".

[153] With the exception of the potential segments of 2-piece DRD cans, where it would amount to [0-5]% or [10-20]% restricting  to  2-piece  DRD
tinplate, with Ardagh as the only remaining player holding [90-100]% and [80-90]% of the market, respectively.

[154] For 2-piece cans the overlap between the Parties was below [0-5]% in the  years  2010-2013,  with  the  exceptional  year  of  2012,  where
Mivisa's market share amounted to [5-10]%.

[155] 'Note on the competitive constraints existing in the area of Benelux, North France', submitted on 3 February 2014.

[156] Response to question 63 of "Questionnaire Q1-Customers" of a customer from Benelux who claims Ardagh is not very competitive  for  some  of
the can sizes.

[157]       Form CO, footnote 76 and Annex 8A.6.g.

[158] For Mivisa this value is substantially lower ([…]%) as a result of the exclusivity agreement with their main client […]  in  force  in  the
period between 2007-2011. Currently […] seems to continue to single source from Mivisa.

[159] Responses to question 44 of the "Questionnaire Q1-Customers".

[160]       Form CO, par. 299.

[161]       Responses to question 37 of the "Questionnaire Q1-Customers".

[162] Responses to question 47 of the "Questionnaire Q1-Customers".

[163] Responses to questions 45 and 46 of "Questionnaire Q1-Customers".

[164] “2011 Europe RF 3 2011 BP 0 2012 - Part 1”, slide 4.

[165] In the years 2010-2013 the evolution of market shares for 3-piece metal food cans in the region consisting of the Benelux, northern  France
and adjacent areas of Germany has been following a similar pattern as in the Benelux.

[166] With the exception of the potential segment of 2-piece DRD cans, where it would amount to  [10-20]%,  with  Ardagh  as  the  second  player
holding [70-80]% of the market and in the segment of 2-piece cans, where it would amount to [20-30]% with Ardagh holding [60-70]%.

[167] In the overall market for 2-piece cans Mivisa's market share remained minimal during the period 2010-2013 and reached at most [0-5]%.

[168]       Form CO, par. 577 and Annex 8A.6.g.

[169] Responses to question 44 of the "Questionnaire Q1-Customers".

[170] With two exceptions; (i) in 2-piece cans, the combined market share would amount to [20-30]% (with a minimal  increment)  with  the  second
being Ardagh with [60-70]% and (ii) in 2-piece DRD cans the combined market share would amount  to  [20-30]%  (with  a  minimal  increment)  with
Ardagh holding [60-70]%.

[171] In the years 2010-2013 the evolution of market shares for 3-piece metal food cans in the region consisting of France, Benelux and  adjacent
areas in Spain, Italy, Germany and southern England has been following a similar pattern as in France.

[172] 'Note on the competitive pressures existing in the area of Hungary and adjacent territories', submitted on 13 February 2014.

[173] According to the Notifying Party also Crown until 2012 was supplying Hungarian customers from its plant in the Slovak Republic.

[174]       Form CO, par. 775 and 776.

[175] Responses to question 44 of "Questionnaire Q1-Customers".

[176] Form CO, par. 116.

[177] Minutes of conference call with a customer of 17 January 2014.

[178] Responses to question 47 of the "Questionnaire Q1-Customers".

[179] There is a 4th customer to whom the sales volume are very small.

[180] When assessing the evolution of market shares in the years 2010-2013 for 3-piece metal food cans in this region, it can be noted  that  the
market shares of each of the Parties has slightly decreased, while the market share of Ardagh has significantly increased (from [10-20]% to  [10-
20]%) and those of other players have remained relatively stable.

[181] Commission's analysis of the data collected from the market reconstruction and from the Form CO.

[182] In the period between 2010 and 2013 the overlap remained minimal.

[183] In any case this overlap will be removed as a result of the Commitments.

[184] With the exception of 2-piece DRD cans, where it would amount to [5-10]% and 2-piece cans, where it would amount to [10-20]%.

[185] Responses to question 67 of "Questionnaire Q2 – Competitors".

[186] Responses to question 67 of "Questionnaire Q2 – Competitors".

[187] Responses to question 68 of "Questionnaire Q2 – Competitors" and to question 65 of "Questionnaire Q1-Customers".

[188] With the exception of potential segment of: 2-piece cans, 2-piece DRD, 2-piece tinplate, 2-piece DRD tinplate.

[189] With the exception of potential segment of: 2-piece cans, 2-piece DRD, 2-piece tinplate, 2-piece DRD tinplate.

[190] With the exception of potential segment of: 2-piece cans, 2-piece DRD, 2-piece tinplate, 2-piece DRD tinplate.

[191] With the exception of potential segment of: 2-piece cans, 2-piece DRD, 2-piece tinplate, 2-piece DRD tinplate.

[192] With the exception of potential segment of: 2-piece cans, 2-piece DRD, 2-piece tinplate, 2-piece DRD tinplate.

[193] Considering three shifts per day and five days per week.

[194] 'Suitability of La Rioja divestment to address competition concerns in South France', dated 25 November 2013.

[195] Commission Notice on remedies acceptable under Council Regulation (EC) No  139/2004  and  under  Commission  Regulation  (EC)  No  802/2004
(2008/C 267/01), hereinafter the "Commission Notice on Remedies".

[196] Commission Notice on Remedies, paragraph 9.

[197] Commission Notice on Remedies, paragraph 12.

[198] Commission Notice on Remedies, paragraph 17.

[199] Commission Notice on Remedies, paragraph 23.

[200] Commission Notice on Remedies, paragraphs 25 and 26.

[201] Responses to question 1 of "Questionnaire Q3 – Competitors –Market test" and question 1 of "Questionnaire Q4 – Customers – Market test".

[202] The Parties implemented these specific improvements in the second and final version of the proposed commitments, which was submitted on  11
March 2014.

[203] Less than […]% of Crown's sales in Spain constitute metal food cans produced in other countries (i.e. France, Italy and Portugal).

[204] Mivisa is currently serving southern France from La Rioja.

[205] Responses to question 2.2 of "Questionnaire Q4 – Customers – Market test".

[206] Responses to question 6 of "Questionnaire Q4 – Customers – Market test" and of "Questionnaire Q3 – Competitors – Market test".

[207] Responses to questions 2.1 and 2.2 of "Questionnaire Q4 – Customers – Market test".

[208] Responses to question 3 of "Questionnaire Q3 – Competitors – Market test".

[209] Responses to question 7.1 of "Questionnaire Q4 – Customers –Market test" and question  8.1  of  "Questionnaire  Q3  –  Competitors  –Market
test".

[210] Responses to question 7.2 of "Questionnaire Q4 – Customers – Market test".

[211] Responses to question 8.2 of "Questionnaire Q3 – Competitors – Market test".

[212] Responses to question 7.3 of "Questionnaire Q4 – Customers – Market test" and question 8.3 of "Questionnaire  Q3  –  Competitors  –  Market
test".

[213] Responses to question 8 of "Questionnaire Q4 – Customers – Market test".

[214] Responses to question 5 of "Questionnaire Q3 – Competitors – Market test".

[215] Responses to question 9 of "Questionnaire Q4 – Customers – Market test" and question 10 of "Questionnaire Q3 – Competitors – Market test".

[216] Responses to question 11 of "Questionnaire Q3 – Competitors – Market test".

[217] Responses to question 11 of "Questionnaire Q4 – Customers – Market test".

[218] Responses to question 12 of "Questionnaire Q4 – Customers – Market test".

[219] Responses to question 13 of "Questionnaire Q4 – Customers –Market test" and question 12 of "Questionnaire Q3 – Competitors – Market test".

[220] Responses to question 14 of "Questionnaire Q4 – Customers – Market test" and to question 13 of "Questionnaire Q3  –  Competitors  –  Market
test".

[221] Responses to question 19.1 of "Questionnaire Q4 – Customers –Market test" and of "Questionnaire Q3 – Competitors – Market test".

[222] Responses to question 19.2 of "Questionnaire Q4 – Customers – Market test".

[223] Responses to question 19.2 of "Questionnaire Q3 – Competitors – Market test".

[224] Responses to question 19.3 of "Questionnaire Q4 – Customers – Market test" and of "Questionnaire Q3 – Competitors – Market test".

[225] Responses to question 20 of "Questionnaire Q4 – Customers – Market test" and of "Questionnaire Q3 – Competitors – Market test".

[226] Responses to question 17 of "Questionnaire Q4 – Customers – Market test".

[227] Responses to question 16 of "Questionnaire Q3 – Competitors – Market test".

[228] Responses to question 15 of "Questionnaire Q4 – Customers – Market test" and to question 14 of "Questionnaire Q3  –  Competitors  –  Market
test".

[229] Responses to questions 21 and 22 of "Questionnaire Q3 – Competitors – Market test".

[230] Responses to question 18 of "Questionnaire Q3 – Competitors – Market test".

[231] Responses to question 18.1 of "Questionnaire Q4 – Customers – Market test".

[232] See paragraphs (190) and (191) of the present Decision.

[233]       Considering three-shifts per day and five days per week.

[234]       This exception refers exclusively to a design right for a bead which is currently being developed by Crown for two customers  of  the
Murcia plant. This right is still being under qualification process and therefore has not yet generated any sales. However, if requested  by  the
Purchaser, Crown is ready to discuss the terms of a license for the use of the right.

[235]  The only excluded sales are

   i) Certain supplies to […] which are currently made from Crown’s La Rioja plant. […] is a customer of Crown France and not of Crown’s  Spanish
      Business. However, in 2013, some of the cans served to this customer were manufactured and delivered from Crown’s La Rioja plant.

  ii) Mivisa’s sales from its Extremadura plant to […].

[236]       In relation to the Horst Plant, the Purchaser must have metal food cans manufacturing activity  in  the  EEA,  either  prior  to  the
acquisition of the Horst Plant or as a result of the acquisition of Crown’s Spanish Business.

[237]       Considering three-shifts per day and five days per week.

[238]       In the case of the assignment of Mivisa’s three-piece Portuguese customers, with the exception of […].

[239]       This exception refers exclusively to a design right for a bead which is currently being developed by Crown for two customers  of  the
Murcia plant. This right is still being under qualification process and therefore has not yet generated any sales. However, if requested  by  the
Purchaser, Crown is ready to discuss the terms of a license for the use of the right.

[240]       The only excluded sales are certain supplies to […] which are currently made from Crown’s La Rioja plant. […] is a customer of  Crown
France and not of Crown’s Spanish Business. However, in 2013, some of the cans served to this  customer  were  manufactured  and  delivered  from
Crown’s La Rioja plant.

      Also, as indicated above, Mivisa’s sales from its Extremadura plant to […]. (listed in Annex 2a.bis) will be excluded from  the  Divestment
Business.

[241]       Considering three-shifts per day and five days per week.