Some Guesses: On Dart/Solo's United Kingdom, And Overall Potentially-Required EU Pre-Merger Notification Forms

If certain size-of-annual-EU-revenue tests are met, Dart and Solo will be required, within 30 days, to submit one or more formal notices to the European Competition Commission. As of this morning, no formal public notice has appeared at the EU Commission's website. All notices are public when filed.

So, while we wait in the EU for the rest of the traditional 30 days from date of entry into a definitive contract to pass (which final date will likely be April 20, 2012 -- given the March 21, 2012 Dart/Solo signing) -- we might begin looking into whether, even if the two companies don't have enough "EU-wide" revenue to trip the overall "EU community" competition pre-merger requirements, a more localized, in-country requirement has been tripped. We do know that last year, Solo Cup generated about $120 million (page 17 of the latest SEC Form 10-K) of its global revenue in Europe. I suspect the bulk of that is concentrated in England, with two other countries sharing some of it, based on the footprint of Solo's facilities: I'm guessing England, Germany and France.

If I'm right about that, with its five leased facilities aggregating over 250,000 square feet of distribution center-space in England alone, Solo sells more than half of the $120 million there, for example, then a premerger notification would be required in the United Kingdom, if Dart sells at least $70 million per year into the UK, Germany or France.

This is a bit of a walk through a thicket of EU premerger threshold regulations, but we start by determining the combined Dart/Solo worldwide revenue. If it is more than about $3.27 billion, or 2.5 billion euros (seems likely, given that Solo alone sold $1.2 billion worldwide last year), and if it is also true that, in the aggregate, in at least three EU member states, the combined revenue of Dart/Solo would be more than about $130 million, or 100 million euros, then at least a United Kingdom-specific pre-merger filing will be required. In addition, an overall EU Competition Commission premerger filing will be required if these same EU revenue-streams -- flowing from the combined Dart/Solo -- are essentially evenly spread over three or more EU community member states (like England, Germany and France, for example). the asme would be true, however, if the three states were France, Spain and Italy, for example.

So -- we will know by April 20 whether Dart and Solo have made an overall EU filing. Not long after that, we should know where all else -- possibly including Canada, Mexico, England/UK, Ireland, Wales, Scotland, Italy, Spain, Germany and Brazil -- Dart/Solo have been required to make filings, in addition to the United States, of course.

[Editors' Note: Obviously, this is not any form of legal advice to any person, but simply some armchair guessing, as to what's in store on the transaction approval timelines, globally. Your mileage may vary.]