Ardagh Group SA Settles FTC Litigation Charging That Acquisition of Rival Saint-Gobain Containers, Inc. Would be Anticompetitive

Ardagh Group SA has agreed to sell six of its nine glass container manufacturing plants in the United States to settle Federal Trade Commission charges that its $1.7 billion proposed acquisition of Saint-Gobain Containers, Inc. would likely harm competition in the markets for glass containers used to package beer and spirits.

“The remedy we achieved in this matter reflects the Commission’s willingness to litigate on behalf of consumers until all competitive concerns have been addressed,” said Deborah Feinstein, Director of the FTC’s Bureau of Competition. “The proposed order creates a strong, independent third competitor that fully replaces the competition—in both the beer and spirits glass container markets—that would have been lost had the merger proceeded.”

In July 2013, the Commission filed suit in federal district court to halt the proposed acquisition, pending completion of an administrative litigation to stop the transaction permanently. As alleged in an FTC administrative complaint, the proposed transaction would have concentrated most of the $5 billion U.S. glass container industry in two companies – the newly combined Ardagh/Saint-Gobain, and Owens-Illinois, Inc. These two companies would have controlled about 85 percent of the glass container market for brewers and 77 percent of the market for distillers, reducing competition and likely leading to higher prices for customers that purchase beer or spirits glass containers.

The FTC’s proposed settlement order requires Ardagh to sell six of the manufacturing plants and related assets it acquired through its 2012 acquisition of Anchor Glass Container Corporation, along with Anchor’s former corporate headquarters in Tampa, Fla. The six plants are located in: Elmira, N.Y.; Jacksonville, Fla.; Warner Robins, Ga.; Henryetta, Okla.; Lawrenceburg, Ind.; and Shakopee, Minn. The divestiture to a Commission-approved buyer must be completed within six months.

The Commission vote to accept the consent agreement package containing the proposed consent orders for public comment was 3-1, with Commissioner Joshua D. Wright voting no. The Commission issued a separate statement and Commissioner Wright issued a separate dissenting statement.

The FTC will publish a description of the consent agreement package in the Federal Register shortly. The agreement will be subject to public comment for 30 days, beginning today and continuing through May 12, 2014, after which the Commission will decide whether to make the proposed consent order final.

Interested parties can submit written comments electronically or in paper form by following the instructions in the “Invitation To Comment” part of the “Supplementary Information” section.

Comments can be submitted electronically or in paper form. Comments in paper form should be mailed or delivered to: Federal Trade Commission, Office of the Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue, N.W., Washington, DC 20580. The FTC is requesting that any comment filed in paper form near the end of the public comment period be sent by courier or overnight service, if possible, because U.S. postal mail in the Washington area and at the Commission is subject to delay due to heightened security precautions.

NOTE: When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $16,000.

The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust{at}ftc{dot}gov, or write to the Office of Policy and Coordination, Bureau of Competition, Federal Trade Commission, 601 New Jersey Ave., N.W., Room 7117, Washington, DC 20001. To learn more about the Bureau of Competition, read Competition Counts. Like the FTC on Facebook, follow us on Twitter, and subscribe to press releases for the latest FTC news and resources.