The European Commission has opened an in-depth investigation to assess whether the proposed acquisition by Mondi of two industrial packaging plants currently owned by Walki is in line with the EU Merger Regulation. Mondi is a vertically integrated packaging and paper manufacturer. Mondi also operates a number of plants across Europe manufacturing extrusion coating products (used for example for food wrapping, insulation material or envelopes). The plants Mondi intends to buy from Walki also manufacture extrusion coating products. The Commission has concerns that the removal of a key competitor may lead to less choice and ultimately higher prices for customers of wrapping materials which also serve as moisture barriers (these are used, for example, in the paper industry or in boxes for fresh food products). The Commission now has 90 working days, until 18 January 2016 to investigate whether these initial concerns are confirmed. The opening of an in-depth investigation does not prejudge the outcome of the investigation.
Commissioner Margrethe Vestager, in charge of competition policy, commented: "The proposed merger could remove a key competitor for several types of packaging material. These are used in everyday items such as food packaging. I am concerned that the merger would lead to higher prices and less choice for these companies' clients and that the price increases could ultimately be passed on to consumers."
Extrusion coating is a process through which a molten resin is added on to a substrate material, for example paper. It is a coating technique that results in a strong and moisture resistant foil employed with a large number of uses, like paper packaging, envelopes, food wrapping and bags, timber wrapping, and insulation materials for construction.
Mondi and Walki are the two leading suppliers in the European Economic Area (EEA) of several products derived from extrusion coating, in particular wrapping materials for the paper industry and case lining. The two companies are currently vigorously competing on these markets.
The Commission’s initial investigation has shown that the proposed acquisition of Walki's plants may remove a major competitive constraint on Mondi. Remaining competitors would have considerably lower production capacity than the merged entity and may not be able to match its product offering or proximity to key customers. At this stage, the Commission has concerns that these competitors may be unable to exert sufficient competitive constraint on the behaviour of the merged entity. This risks leading to a reduction of choice for customers and potentially to price increases for the products concerned.
The Commission will now investigate in-depth the effects of this transaction on competition to determine whether its initial concerns are confirmed.
The transaction was notified to the Commission on 29 July 2015.
Companies and products
Mondi is a vertically integrated packaging and paper manufacturer headquartered in the UK. Its main activity is the manufacturing of packaging paper, converted packaging products (including corrugated packaging, industrial bags and flexible packaging) and uncoated fine paper. Mondi also produces extrusion-coated materials, in four plants that are located in Austria, Belgium, the Czech Republic and Sweden.
The transaction entails the sale of two of Walki's extrusion coating plants located in Pietarsaari (Finland) and Wroclaw (Poland). The two plants produce wrapping materials for the paper industry, case lining, and other applications.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the 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).
In addition to this investigation, there are currently five other in-depth merger investigations:
- the proposed acquisition of Alstom's energy businesses by General Electric, with a provisional decision deadline of 11 September 2015
- the proposed joint venture between the Danish operations of TeliaSonera AB and Telenor ASA with a provisional decision deadline of 7 October 2015
- the proposed acquisition of UK beverage can manufacturer Rexam by the US-Ball Corporation, with a provisional decision deadline of 9 December 2015
- the proposed acquisition of the Greek gas transmission system operator DESFA by the Azeri state oil company SOCAR.
- the proposed acquisition of the package delivery provider TNT Express by FedEx with a provisional decision deadline of 13 January 2016 and