On February 24–25, 2010, the U.S. Department of Justice filed a civil antitrust complaint and Hold Separate Stipulation and Order in the U.S. District Court for the District of Columbia challenging Bemis Company's acquisition of Alcan Packaging Food Americas from Rio Tinto plc. The government alleged the transaction as proposed would substantially lessen competition under Section 7 of the Clayton Act in U.S. and Canadian markets for specific flexible packaging products.
Relevant product markets included flexible packaging rollstock for chunk and sliced natural cheese sold at retail, rollstock for shredded natural cheese sold at retail, and flexible packaging shrink bags for fresh meat. These narrow definitions reflected how CPG buyers solicit bids by product format and barrier specification—not merely by general "flexible packaging" category.
The Hold Separate Order required Bemis to divest the Menasha, Wisconsin, and Tulsa, Oklahoma, facilities plus associated intangible assets and intellectual property used to produce the relevant products. Bemis could complete its $1.2 billion acquisition of the broader Food Americas business on March 1, 2010, but had to operate the divested plants separately until a buyer satisfied the DOJ—ultimately Exopack Holding Corp.
Antitrust scrutiny of flexible packaging M&A signaled regulators' willingness to intervene in concentrated substrate niches even when overall packaging markets appear fragmented. Converters advising customers on dual sourcing for cheese and meat films cited the Bemis case in 2010 qualification meetings as evidence that merger remedies could preserve supplier choice.
For machinery vendors, the episode highlighted how DOJ product-market definitions could force sale of specific extrusion-lamination and print lines tied to divested plants—creating secondary-market opportunities for Exopack to recapitalize Menasha and Tulsa while Bemis standardized remaining Food Americas sites on corporate press and ink platforms.