What’s Cooking? abandons acquisition of Imperial Meat Products due to competition concerns

What’s Cooking? (formerly Ter Beke) announced in October 2021 its plan to acquire Imperial Meat Products VOF, the Belgian and Dutch subsidiary of the Mexican group Sigma, and other assets of Campofrio Food Group. Both parties are leading producers of a range of charcuterie products sold in supermarkets and other channels in Belgium.

The notifying party provided the Belgian Competition Authority with a draft notification in November 2021 and the prenotification phase continued until May 2022 when the acquisition was formally notified.

Following a preliminary investigation, the Competition College of the Belgian Competition Authority decided in July 2022 to open an in-depth investigation (phase II) into the proposed transaction due to concerns that the merger would affect competition in different national markets of products such as sausages, salami, poultry, cooked ham and pâté. The concerns were detailed in a formal decision of more than 170 pages. The concerns were justified by the narrow definitions of both the products concerned and the distribution channels, which resulted in high market shares.

Consequently, the Competition College was of the opinion that the merged group would become the only Belgian firm with a significant presence in all of these relevant markets. In addition, according to the Authority, the merged firm would have become the largest producer of dry sausages/salami and poultry products. These charcuterie-related markets would be national in scope and international competition would be limited.

According to the Prosecutor General, the extensive market investigation carried out in phase II confirmed those concerns. The market investigation included a comprehensive market reconstruction, with all large supermarket chains participating, the setting up of a data room and extensive requests for information addressed to customers and competitors, including foreign charcuterie producers.

The investigation confirmed the national scope of the market.

Furthermore, the Prosecutor General was of the opinion that the impact of this merger on competition was unlikely to be offset by positive factors such as the entry or expansion of competitors or buyer power.

As What’s Cooking? did not offer any commitment to address those concerns, the Prosecutor General recommended that the Competition College prohibit the transaction.

Finally, on 1 June 2023 What’s Cooking? announced it was abandoning this transaction and the merger notification was therefore withdrawn.

What’s Cooking? had also notified this transaction to the Dutch Competition Authority. A similar in-depth investigation had been launched in August 2022. What’s Cooking? also withdrew its notification to the Dutch Competition Authority on 2 June 2023.