EU Commission conditionally approves Constantia’s acquisition of Aluflexpack

The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Aluflexpack AG (‘Aluflexpack‘) by Constantia Flexibles GmbH (‘Constantia‘). The approval is conditional upon full compliance with commitments offered by the parties.

The Commission’s investigation

Constantia is a global producer and supplier of flexible packaging solutions, including plastic and aluminium-based products. Aluflexpack is a manufacturer and supplier of flexible packaging solutions, primarily made from aluminium, for a variety of industries.The Commission’s investigation showed that the parties compete in the supply of flexible aluminium packaging for various end-uses, such as human and wet pet food, dairy and pharmaceuticals.The Commission found that the transaction would have reduced competition in the markets for the supply of sterilisable aluminium containers and lids for wet pet food and certain human foods (such as pâté) in the European Economic Area (‘EEA’). In particular, the Commission concluded that the deal would have resulted in very large combined market shares as well as high concentration levels in the EEA.The Commission also found that, after the acquisition, there would not be enough alternative suppliers to exert competitive pressure on the merged entity. This would have likely led to higher prices and less choice for human and pet food producers in Europe.

The proposed remedies

To address the Commission’s competition concerns, the parties offered to divest the entirety of Aluflexpack’s wet pet and human food sterilisable business in the EEA, including all assets and personnel currently part of Aluflexpack’s production plant Omial Novi in Omiš (Croatia).

Following the positive feedback received during the market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns. This is because the divestiture of a stand-alone business fully removes the overlap between the parties’ activities, by enabling a purchaser to run the divestment business as a viable competitive force in the market on a lasting basis.

Constantia proposed to divest the business to the MTX Group, a Czech industrial trading and production holding active in flexible packaging. The Commission will formalise its conclusions on the purchaser in a separate buyer approval process.

The decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.

Companies and products

Constantia, headquartered in Austria, is a global producer and supplier of flexible packaging solutions, including plastic and aluminium-based products. Constantia’s product portfolio includes flexible packaging solutions for everyday use products such as human and pet food, beverages, pharmaceuticals and personal care products. Since January 2024, Constantia is solely controlled by One Rock Capital Partners, LLC.

Aluflexpack, headquartered in Switzerland, is a manufacturer and supplier of flexible packaging solutions for a variety of industries. The packaging solutions are primarily made from aluminium and used for various human and pet food, pharmaceuticals and other non-food products.

For more information

The transaction was notified to the Commission on 28 November 2024.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

Throughout its investigation, the Commission had exchanges and cooperated with the Competition Commission of Switzerland.

More information will be available on the Commission’s competition website, in the public case register under the case number M.11536.