CMA Confirms Vandemoortele's Concession That Délifrance Acquisition May Substantially Lessen UK Frozen Pastry Competition, Triggering Phase 2 Risk
Belgian food group Vandemoortele has formally notified the Competition and Markets Authority (CMA) that it accepts its proposed acquisition of French bakery group Délifrance may result in a substantial lessening of competition in the supply of frozen laminated-dough products (which includes croissants, pain au chocolat, and similar pastries, known commercially as viennoiserie) to both retail and foodservice customers in the UK. The CMA's Phase 1 investigation, concluded in April, found that the combined entity could become the largest supplier of frozen viennoiserie products in the UK by a considerable margin, potentially leading to higher prices or reduced product quality for customers. Vandemoortele's acceptance of this finding is a significant procedural step: by conceding the competition concern identified at Phase 1, the parties have acknowledged that some form of remedy — typically either a divestiture (selling part of the business to a third party) or behavioural undertakings (commitments to behave in certain ways post-merger) — will be required to obtain clearance. The deal now moves into a remedies discussion phase with the CMA. This is a cross-border European merger with direct UK competition law implications, illustrating how the CMA operates independently of the European Commission on transactions affecting UK markets following Brexit.
Why this matters
Vandemoortele's formal concession to the CMA is commercially significant because it effectively converts a Phase 1 finding into an agreed competition problem, putting the transaction into a remedies process that is less adversarial but equally demanding than a full Phase 2 investigation. For cross-border M&A lawyers, this case illustrates the post-Brexit reality that pan-European food sector consolidations must be notified and cleared separately in the UK, even where the EC has jurisdiction over the same deal. The CMA's willingness to challenge a transaction that would create the largest UK supplier in a category — even a niche food category — signals a consistently interventionist approach to horizontal concentration. Divestiture negotiations in food sector remedies cases are complex, involving carve-out due diligence, transitional services agreements, and buyer approval processes.
On the Ground
A trainee supporting a CMA merger remedies matter would be drafting the regulatory notification correspondence, preparing a compliance gap analysis memo comparing the parties' proposed undertakings against CMA precedent, and coordinating with economic and sector experts on the competitive effects analysis for the remedies submission.
Interview prep
Soundbite
When a buyer concedes a Phase 1 competition concern, the deal becomes a remedies negotiation — and the CMA holds most of the cards.
Question you might get
“What remedies are available to the CMA when it finds a merger is likely to result in a substantial lessening of competition, and how does the Phase 1 undertakings process differ from a full Phase 2 inquiry?”
Full answer
Vandemoortele has accepted that its acquisition of Délifrance may substantially lessen competition in the UK frozen viennoiserie market, formally acknowledging the CMA's Phase 1 finding and triggering a remedies process. This matters because a concession at Phase 1 is strategically significant — it avoids the cost and delay of a Phase 2 investigation but commits the parties to negotiating a remedy (likely a divestiture) on the CMA's timetable and to the CMA's satisfaction. The broader picture is a CMA that has consistently applied its post-Brexit jurisdiction to challenge cross-border European consolidation where UK market effects are material, regardless of how the European Commission treats the same transaction. This suggests that any European food sector deal with meaningful UK market share will require independent UK competition clearance, which adds both time and legal complexity to European M&A strategy.
My notes
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