CELEX: 32019M9491
Language: en
Date: 2019-09-30 00:00:00
Title: Commission Decision of 30/09/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9491 - Ardagh Group S.A. / Ontario Teachers’ Pension Plan Board / Businesses contributed to the JV) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 30.09.2019
                                                                C(2019) 7142 final
                                                                                 PUBLIC VERSION
                                                                To the notifying parties
Subject:        Case M.9491 – ARDAGH GROUP / OTPP-ELEMENT / JV
                Commission decision pursuant to Article 6(1)(b) of Council Regulation
                                       1
                (EC) No 139/2004 and Article 57 of the Agreement on the European
                                    2
                Economic Area
Dear Sir or Madam,
1.      On 5 September 2019, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the
        undertakings Ardagh Group S.A. (Luxembourg) (‘Ardagh’) and Element Holdings II
        LLP (USA) (‘Element’), a subsidiary of Ontario Teachers’ Pension Plan Board
        (Canada) (‘OTPP’), acquire within the meaning of Article 3(1)(b) and Article 3(4) of
        the Merger Regulation joint control over the whole of the a newly created joint
        venture (‘JV’) (the Netherlands) by way of purchase of shares.3
2.      The business activities of the undertakings concerned are:
             − Ardagh is the holding company of an international group of companies mainly
                 active in the production of rigid packaging solutions for the food and beverage
                 as well as consumer products industries. It supplies a broad range of glass and
                 metal packaging products to a variety of end markets on a global basis,
             − Element, through one or more wholly owned Exal subsidiaries, manufactures
                 and sells metal packaging products. Exal’s metal packaging products consist of
                 aluminium aerosol cans that are used to package beauty, personal care,
                 pharmaceutical, food, and home care products; and aluminium bottles for
                 beverages,
             − OTPP is an independent single-profession pension plan concerned with the
                 administration of pension benefits and the investment of pension plan assets,
1       OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on
        the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the
        replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology
        of the TFEU will be used throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
3       Publication in the Official Journal of the European Union No C 311, 16.9.2019, p. 4.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---        − the JV will be contributed the business of Exal and of Ardagh’s Food and
           Specialty business. The JV would post-transaction be active in metal
           packaging, more specifically in the production of food, nutrition, paint &
           coatings, aerosols and other specialty cans as well as aluminium bottles.
3. After examination of the notification, the European Commission has concluded that
   the notified operation falls within the scope of the Merger Regulation and of
   paragraph 5(c) of the Commission Notice on a simplified procedure for treatment of
   certain concentrations under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European
   Commission has decided not to oppose the notified operation and to declare it
   compatible with the internal market and with the EEA Agreement. This decision is
   adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of
   the EEA Agreement.
                                                    For the Commission
                                                    (Signed)
                                                    Cecilio MADERO VILLAREJO
                                                    Acting Director-General
4  OJ C 366, 14.12.2013, p. 5.
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