CMA proposes final undertakings requiring Vandemoortele to divest a UK plant to resolve competition concerns from its completed acquisition of Délifrance
The Competition and Markets Authority (CMA) gave notice on 15 September 2026 of its proposal to accept final undertakings from Vandemoortele Group to resolve competition concerns arising from its completed acquisition of Délifrance S.A., a major producer of frozen bakery products. Comments on the proposed draft undertakings are invited until 5pm on 30 September 2026. The proposed undertaking follows the CMA's Phase 2 final report, published on 20 August 2026, which found that the merger had resulted, or may be expected to result, in a substantial lessening of competition (SLC) in the supply of frozen laminated dough products, such as croissants and pastries, to retail and foodservice customers in the UK. A press release accompanying the August report confirmed that Vandemoortele would be required to sell a UK plant. The case has a long procedural history. Vandemoortele completed the acquisition of Délifrance in late 2025, triggering a Phase 1 inquiry opened in October 2025. After an initial enforcement order was imposed in December 2025 and undertakings in lieu of a reference were proposed and ultimately rejected, the CMA referred the deal for an in-depth Phase 2 investigation in April 2026. In May 2026, Vandemoortele conceded it accepted that the merger may be expected to result in an SLC in frozen laminated dough products in the UK. The Phase 2 statutory deadline is 6 October 2026.
Why this matters
This case illustrates the CMA's willingness to apply structural remedies, specifically a forced divestiture, even in mid-market food manufacturing mergers where the affected product category is relatively narrow. The progression from Phase 1 through rejected undertakings in lieu to a full Phase 2 final report with a divestiture remedy demonstrates that the CMA will not readily accept behavioural remedies where structural competition concerns have been identified. The approaching 6 October 2026 statutory deadline means the final undertakings must be formalised imminently, making this a live transactional and regulatory matter right now. For food sector dealmakers, the outcome reinforces that horizontal mergers creating market concentration in specific product lines, even within fragmented food categories, will face rigorous scrutiny.
On the Ground
The final undertakings phase activates both competition law and corporate transactional work. Competition lawyers will advise on the scope and terms of the final undertakings, including hold-separate obligations and the mechanics of the divestiture process. Corporate teams will be engaged on identifying a suitable purchaser for the UK plant and structuring the disposal. Regulatory clearance lawyers may need to assess whether the divestiture itself requires notification. A trainee on this matter would assist with drafting the compliance documentation supporting the undertakings, preparing Companies House filing checklists for the disposal vehicle, and indexing the Phase 2 report and supporting appendices as part of a completion bible for the divestiture.
Interview prep
Question you might get
“Why did the CMA reject undertakings in lieu of reference at Phase 1 in the Vandemoortele/Délifrance case, and what does that tell us about when the CMA will accept behavioural rather than structural remedies?”
Sign up free to see the full answer
A model answer you can lift into an interview — how to frame this story for a partner.
Sign up freeMy notes
saved