The transaction was examined under the simplified merger review procedure under the EU Merger Regulation.
Portfolio companies are not active in the same markets
The Commission concluded the proposed acquisition would not raise competition concerns, because Constantia Flexibles on the one hand and Wendel and its portfolio companies on the other hand are not active in the same markets.
FoodProductionDaily reported in January, Wendel’s acquisition for €2.3bn was ‘the most significant deal in the flexible packaging industry since Amcor’s acquisition of Alcan assets in 2009 ($2.8bn)’.
The transaction with One Equity Partners (OEP) and the Herbert Turnauer Foundation, is based on leverage of 5x estimated 2014 EBITDA.
The H. Turnauer Foundation has now announced it will invest €240m, alongside Wendel in Constantia Flexibles to support the company’s growth and development.
“We are pleased to sign a cooperation agreement with the H. Turnauer Foundation and to have with us the heritage of the founding family of Constantia Flexibles and the experience of the Foundation,” said Frédéric Lemoine, chairman, Wendel’s Executive Board.
“Together, we will continue to develop Constantia Flexibles over the long term, based on a shared entrepreneurial vision.”
Food and beverage labels
Founded by Herbert Turnauer in the 1960s and headquartered in Vienna, Constantia Flexibles group produces flexible packaging and labelling mainly for the food, pet food, pharmaceuticals and beverage industries.
OEP acquired the company in 2009, when it took over the majority of Constantia Packaging AG, and holds 75% of Constantia Flexibles with 25% belonging to the H. Turnauer Foundation.
Thomas Unger, CEO, Constantia Flexibles, claims the firm has an average annual growth rate over the last 10 years of 8.6% and 2013 sales of €1.6bn.
He added the company has developed from a regionally-focused provider in Europe into a globally-active group present in the most attractive and fastest growing markets for flexible packaging and it will be working with its new owner to realize this potential in the future.
The company has expanded outside Europe and over the last five years has grown to over 3,000 customers worldwide and more than 8,000 employees at 43 industrial sites across 18 countries. It sells its products in over 115 countries.
The offer Wendel announced on December 23, 2014 values the company at €2.3bn, or around nine times estimated 2014 EBITDA. The transaction will involve leverage of around five times estimated 2014 EBITDA.