Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel, BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu   EUROPEAN COMMISSION 
 
 
 
  
Brussels, 29.9.2017 
C(2017) 6718 final 
  
 
 
 
To the notifying parties:  
 
Subject: Case M.8481 – ABP FOOD GROUP / FANE VALLEY / LINDEN 
FOODS 
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam, 
(1) On 25 August 2017 , the European Commission received notification of a 
proposed concentration pursu ant to Article 4 of the Merger Regulation by which 
ABP Food Group ("ABP", Ireland) acq uires within the meaning of 
Articles 3(1)(b) and 3(4) of the Merger Regulation joint control together with 
Fane Valley Co-Operative Society Limite d ("Fane Valley", UK) of the whole of 
Linden Foods Limited ("Li nden", UK), by way of purchase of shares ("the 
Transaction").3 ABP and Fane Valley are designated hereinafter as "the 
Notifying Parties" and, together with Linden, "the Parties".   
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on 
the Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of 'Community' by 'Union' and 'common ma rket' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement'). 
3  Publication in the Official Journal of the European Union No C 290 , 01.09.2017 , p. 13. 
In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a 
general description. PUBLIC VERSION 
2 1. THE  PARTIES 
 
(2) ABP is a privately owned agribusiness co mpany headquartered in Ireland. ABP is 
active in the slaughtering of cattle a nd ovine animals (lamb and sheep), the 
processing of their meat and the collecti on and processing of associated animal 
by-products. ABP has 37 plants in total, located in Ireland, UK, Denmark, Poland, Austria, the Netherlands, France, and Spain. It also jointly controls together with 
Fane Valley the Slaney JV, based in Ireland.
4 In the island of Ireland ("IoI", 
comprising Ireland and Northern Irela nd ("NI")) and in the UK, beyond its 
interests in the Slaney JV, ABP has 10 pl ants in England, 1 plant in Scotland and 
2 plants in NI.  
(3) Fane Valley is a farmer owned cooperati ve society headquartered in NI, UK. 
Through its interests in Linden and the Slaney JV, Fane Valley is active in the slaughtering of cattle and ovine animals,  the processing of their meat and the 
collection and processing of animal by-products both in Ireland and the UK.
5 
Fane Valley has also non-controlling minority shareholdings (directly and indirectly through Linden) in  Linergy, a company based in NI, active in rendering 
of animal by-products and renewable en ergy. Fane Valley is also active in the 
production of breakfast cereals, edible o ffal and edible fat/protein, and operates 
retail shops and warehouses.  
(4) Linden is currently solely controlled by Fane Valley, and is active in the 
slaughtering and processing of beef and ovine  animals. It has 3 plants in the UK, 
two in NI (in Dungannon and in Lisnaskea)  and one in Great Britain ("GB"), UK.  
Whilst Linden slaughters and further proces ses cattle, lamb and sheep at its plant 
in Dungannon, it does not slaughter these anim als at the Lisnask ea plant (it only 
is engaged in further pro cessing at that plant).  
2. THE
 OPERATION 
(5) As part of ABP’s acquisiti on of a 50% interest in th e Slaney JV in 2016, ABP 
acquired a non-controlling […] interest in Linden.6 The remaining […] of Linden 
is currently owned by Fane Valley, which solely controls Linden.  
(6) The Transaction involves the purchase by AB P of an additional […] interest in 
Linden from Fane Valley, resulting in Linden being jointly controlled by ABP 
and Fane Valley. Each of ABP and Fane Valley will have a 50% interest in Linden and will have a blocking right concer ning strategic decisions in relation to 
it.  
                                                 
4  On 7 October 2016, the Commission unconditionally cleared the transaction whereby ABP acquired 
joint control over the Slaney JV toge ther with Fane Valley (COMP/M.7930 - ABP Group / Fane 
Valley Group / Slaney Foods ). The Slaney JV is a full-function joint venture jointly controlled by 
ABP and Fane Valley. It is active in the slaughteri ng of cattle and ovine an imals, the processing and 
sale of their meat and the coll ection and processing of animal by-products. Slaney JV has 1 bovine 
and 2 ovine slaughtering plants in Ireland. The Slaney JV also further processes bovine in its Ireland ovine slaughtering plants. The Slaney JV also has a lamb processing plant in Belgium. 
 
5  Fane Valley does not control any other slaughtering/processing plants beyond those of Linden and 
the Slaney JV.   
6  See COMP/M.7930 – ABP Group / Fane Valley Group / Slaney Foods . 
3 (7) The joint venture will therefore result in a change from sole to joint control over 
Linden, which is Fane Valley's existing busin ess in relation to the slaughtering of 
cattle and ovine animals, and the processing of their meat. It currently operates, and will continue to operate post-Trans action, as an autonomous economic entity, 
active on a trade market. Linden will have management dedicated to its day-to-day operations and access to sufficient resources to conduct its business on a 
lasting basis.  
(8) The Transaction therefore constitutes a concentrati on under Articles 3(1)(b) and 
3(4) of the Merger Regulation.  
3. EU
 DIMENSION  
(9) The undertakings concerned have a combin ed aggregate world-wide turnover of 
more than EUR 2 500 million and a comb ined aggregate EU-wide turnover of 
more than EUR 100 million in at least three Member States (Ireland, France, 
Italy, the Netherlands, and the UK).7 In each of at least three of those Member 
States, the aggregate tur nover of each of ABP and Fa ne Valley exceeds EUR 25 
million. Overall, the aggregate EU-wid e turnover of each of ABP and Fane 
Valley exceeds EUR 100 million, but they do not achieve more than two-thirds of 
their aggregate EU-wide turnover within one and the same Member State.  
(10) The notified operation therefore has an EU dimension according to Article 1(3) of 
the Merger Regulation. 
4. RELEVANT  MARKETS 
4.1. Introduction 
4.1.1.  Overlaps of the Parties and affected markets 
(11) The Transaction gives rise to horizontally  affected markets in relation to the 
purchase of live cattle and ovine animals for slaughter, and the markets for the supply of fresh beef and processe d meat to certain retailers.  
(12) In addition, the Transaction gives rise to ve rtically affected ma rkets in relation to 
the collection and processing of animal by-products.  
4.1.2.  The Commission's investigation 
(13) During pre-notification as well as in the context of the market  investigation, the 
Commission reached out to suppliers of live animals (i.e. farmers and industry associations), competing slaughterhouses, industrial processors, renderers of 
animal by-products, and retailers. In tota l, about 200 questionnaires have been 
sent out and a number of telephone in terviews with mark et participants 
conducted. 
                                                 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
4 4.2. Purchase of live cattle for slaughter 
4.2.1.  Product market definition 
(14) Cattle could be differentiated either by type or breed. As regards types of cattle, 
cows, heifers, steers, bulls, and calves can be distinguished. Cows are mature 
female bovines that have give n birth to a calf. A heifer is a female bovine that has 
not yet had a calf or devel oped the mature characteristics of a cow. A steer is a 
male bovine that has been castrated. A bu ll is a male bovine used for breeding 
purposes. A calf is a male or fema le bovine animal under 12 months.8  
(15) Various cattle breeds and breed varian ts exist. The most well known include 
Angus and Hereford in Ireland and Shorthorn and Dexter in the UK.9 
(16) In the past, the Commission considered ( on the basis of the absence of supply-
side substitutability) the market for the purchase of live cattle for slaughter as 
constituting a separate market from the purchase of other live animals for 
slaughter and from the purch ase of live calves for slaughter, without considering 
further segmentations by type or by ch aracteristics of cattle or by breed.10  
(17) In a recent decision, the Commission found strong support for a delineation of the 
market comprising all types and breeds of cattle, in line with past precedents.11  
(18) The Notifying Parties submit that the relevant product market is the market for 
the purchase of live cattle for slaughter and that this includes all types of cattle 
(cows, steers, heifers and young bulls) a nd breeds of cattle (e.g. Angus, Hereford, 
etc.). The Notifying Parties also submit th at a segmentation of the market into 
calves and other cattle is not warranted as  calves represent less than 3% of all 
cattle purchased for slaughter  in each of NI and GB.  
(19) From the supply-side perspective, the vast  majority of farmers and associations 
responding to the market investigation explained that there are no substantial 
differences in breeding, raising, and fini shing of different types of cattle or 
breed.12  
(20) In relation to the type of breed, the ma jority of farmers represented in the 
investigation explain that it  would take time and/or it would be costly for farmers 
to switch production from one breed of cat tle to another and many specify that 
this would be difficult in particular situations, e.g. if changes in breed 
specifications are requested by slaughterhous es with short noti ce or if the demand 
                                                 
8  Commission decision of 7 October 2016 in case M.7930 – ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 79. 
9  Commission decision of 7 October 2016 in case M.7930 – ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 80. 
10  Commission decision of 20 August 2010 in case M.5935 – Vion/ Weyl , paragraphs 10-11; 
Commission decision of 21 Decembe r 2005 in case M.3968 – Sovion/ Südfleisch , paragraph 12; 
Commission decision of 19 March 2004 in case M.3337 – Best Agrifund/ Nordfleisch , paragraph 17; 
Commission decision of 9 March 1999 in case M.1313 – DanishCrown/ Vestjyske Slagterier , 
paragraphs 20-21. 
11  Commission decision of 7 October 2016 in case M.7930 – ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 93. 
12  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
question 6. 
5 of a new breed increases by a large scale in a relatively short timeframe.13 On the 
other hand, the vast majority of farmers represented in the i nvestigation explain 
that in general farmers breed and rear several different breeds of cattle rather than specialising.
14 The majority of the responding farmers are also of the opinion that 
in general, farmers breed a nd rear all types of cattle.15 In addition, the vast 
majority of farmers explain that there ar e no substantial techni cal differences in 
breeding, raising, and finishing of differe nt types or breed of cattle, and thus 
support the Commission's prev ious finding that all type s and breeds of cattle are 
comprised within the market for the purchase of live cattle for slaughter.16 
(21) From the demand-side perspective, nearly all competitors responding to the 
market investigation explain that ther e are no substantial differences in the 
slaughtering or further processing (in te rms for instance of special equipment 
required) of different type s of cattle or breed, and t hus support the Commission's 
previous finding that all types and breed s of cattle are comprised within the 
market for the purchase of  live cattle for slaughter.17  
(22) In light of the above, the Commission cons iders that for the purpose of this case 
the market for the purchase of live cattl e for slaughter, comprising all types and 
breeds of cattle, constitutes the relevant product market.18  
4.2.2.  Geographic market definition 
(23) In the territory of the IoI, Linden has only one slaughtering plant for bovine 
animals located in Dungannon, NI. On the IoI, ABP's has eight plants: two are 
located in NI (in Lurgan and Newry), and six in Ireland. 
(24) In the past, the Commission left the poten tial geographic scope of markets for the 
purchase of live cattle for slaughter open, as sessing the transact ions on the basis 
of different catchment areas around sla ughtering plants and the national level.19 
(25) In a recent case, the Commission assessed th e market for purchase of live cattle 
for slaughter in Ireland and concluded that the market was not wider than national 
(i.e. Ireland) as live cattle were generally not exported while imports were limited 
due to veterinary restrictions and labelli ng requirements. In view of the results of 
                                                 
13  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
question 9. 
14  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
question 8. For example, "[Farmers produce] different breeds to meet different market 
requirements."  
15  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
question 7. 
16  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
question 6. 
17  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 10-12.  
18  The inclusion or exclusion of calves in such an  overall market does not materially impact the 
outcome of the assessment in this case as calves represent only less than 3% of all cattle purchased 
for slaughter in each of NI and GB in 2016.   
19  Commission decision of 9 March 1999 in case M.1313 – DanishCrown/ Vestjyske Slagterier , 
paragraphs 66 to 73; Commission decision of 19 March 2004 in case M.3337 – Best Agrifund/ 
Nordfleisch , paragraphs 18 to 21; Commission decisi on of 21 December 2005 in case M.3968 – 
Sovion/ Südfleisch , paragraphs 35-36; Commission decision of 20 august 2010 in case M.5935 – 
Vion/ Weyl , paragraphs 14 to 19.   
6 the market investigation in that case the Commission has assessed the transaction 
applying a 60 miles radius from ca ttle processing plants in Ireland.20  
(26) In relation to the merger of two sl aughterhouses active in the UK, the UK 
competition authority has suggested, in a past case, that GB and NI could be 
distinct markets, as there is limited supply of cattle between the two due to difficulties in transporting live animals over sea.
21  
(27) The Notifying Parties consider that the re levant geographic market is national in 
scope encompassing the whole UK (i.e. NI and GB). While there are differences 
in the prices of cattle in NI and GB, the differential is not significant, and prices in NI generally track those in GB. In their view, this reflects the fact that cattle 
may be transported between NI and GB. In any event, the Notifying Parties 
explain that if a catchment area of 60 miles is considered in NI, given the limited size of the territory, this s upports the view that the mark et is least NI-wide. This, 
according to them, is further supported by the homogeneity in prices for live cattle across the NI territory. 
(28) Most of slaughterhouses res ponding to the market inves tigation believe that the 
market for purchase of live cattle for slaughter is not wider than national.
22 The 
main reason why cattle are not transported between Ireland and NI are in general labelling requirements in relation to th e origin of the meat and customers' 
preferences for national meat.
23 In general, also farmers explain that the national 
origin of the meat is important for customers and thus labelling requirements limit cross-border movement of cattle.
24  
(29) The majority of slaughterhouses and farm ers responding to the investigation also 
confirmed the Commission's precedent that the maximum distance cattle travel is 
150-200 miles and that the typi cal distance cattle travel  is up to 60 miles. 
However, a significant part of respondent s also believe that the average distance 
is actually larger than that.25 Competitors have also  explained during pre-
notification calls that ther e is limited supply of cattle between NI and GB due to 
the difficulties and costs associated with transporting live animals over sea.26 
                                                 
20  Commission decision of 7 October 2016 in case M.7930  –  ABP Group / Fane Valley Group / 
Slaney Foods , paragraph 106. 
21  OFT ME/5251/11 – Completed acquisition by ABP Food Group of RWM Food Group Holdings 
Limited.  
22  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 29. 
23  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 30. Origin 
labelling requirements mean that an  animal can only be called and its meat marketed as Irish or 
British, for example, if it is born, raised and slau ghtered in that country; it cannot change origin 
labelling by being finished or slaughtered in a different jurisdiction.  
24  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
questions 13-14 and 31-32. For example one farmer explains that "one is Irish, the other is UK."  
Another explains that "Irish beef must be sold as Irish beef. British beef must be sold as British 
beef." 
25  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 33-34, and 
replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
questions 15-16. For example, on e slaughterhouse explains that "[The distance cattle travel is] 
likely to be more like 80 miles given the improvement in national road networks" ; another "Cattle 
can travel up to 8 hours."  
26  Teleconference with [ Anonymous ] on 17 July 2017. 
7 (30) The Commission notes that NI is a relati vely small geographic area, measuring 
about 86 miles by 82 miles. Therefore, when a 60 miles catchment areas is 
applied to the Parties' NI plants, this re sults in a number of overlapping catchment 
areas that comprise the entire territor y of NI. The only exception would be the 
catchment area around ABP's plant in Newry. As regards that catchment area, two 
plants of competing slaughterhouses (Foyl e and WD Meats) which are located in 
the very northern part of NI would be excluded by just a few miles. However, a 
delineation of the market on that basis would constitute a rather artificial 
delineation and would not refl ect real market dynamics.  
(31) The market investigation did not reveal that cattle movement is restricted within 
the territory of NI and show s that no differences in pri ces paid/received for cattle 
exist in different areas or regions of NI  according to slaughterhouses and farmers 
active in the region, respectively.27  
(32) In light of the above, the Commission considers that, for the purposes of the 
assessment of this case, the market for the purchase of live cattle for slaughter 
comprises the whole territory of NI.  
4.3. Purchase of live lambs and live sheep for slaughter 
4.3.1.  Product market definition 
(33) The Commission has assessed the potential  market(s) for the purchase of live 
lambs and/or sheep for slaughter for the fi rst time last year, in relation to case 
COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods .  
(34) In that case, the Commission has left open whether either the purchase of live 
lambs and/or live sheep for slaughter c onstitute separate product markets, and 
whether there is an overall market fo r the purchase of live lambs and sheep.28  
(35) The results of the market investig ation confirm the findings of case 
COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods  that 
slaughterhouses are able to process and market all different types of sheep and 
lambs without significantly n eed to adjust their assets or incurring in significant 
time delays.29  
(36) In any event, given the fact that th e Transaction does not  raise serious doubts 
under any plausible market definition, fo r the purpose of this case, the product 
market definition can be left open. 
                                                 
27  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 35; and replies to 
Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – question 17. 
28  Commission decision of 7 October 2016 in case M.7930 – ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 114. 
29  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 15. 
8 4.3.2.  Geographic market definition 
(37) The Commission has considered in a recen t previous decision that the geographic 
scope of the market(s) for the purchase of live lamb and/or lamb for slaughter is 
the IoI.30 
(38) The Notifying Parties agree with these recent findings as prices for lambs and 
sheep on both sides of the Ir ish border are very similar while there is considerable 
movement of live ovine animals between Ireland and NI. While the same origin 
labelling requirements apply to lamb and sheep as for cattle, they do not restrict the cross-border movement of ovine animal s as there is little preference for Irish 
or British lamb or sheep for downstream customers. 
(39) The market investigation largely confir med the Commission's precedent. Most 
slaughterhouses explained that ovine animal s do travel across the Irish border and 
that prices are very simi lar between Ireland and NI.
31 Moreover, slaughterhouses 
confirmed that cross-border trade of sheep and lamb is more common than for cattle due to "less stringent custom er demand on country of origin."
32  
(40) In light of the above, the Commission considers that, for the purposes of the 
assessment of this case, the market(s) for the purchase of live lamb and/or sheep for slaughter is the IoI. 
4.4. Sale of fresh beef meat 
4.4.1.  Product market definition 
(41) In the past, the Commission has concluded that fresh meat includes both fresh and 
frozen meat (including minced meat) wh ich is not further pr ocessed in any way, 
i.e. no other ingredients or spices have been added, nor has the meat been cooked, 
smoked or dried.
33 The Commission has, in previ ous decisions, defined separate 
product markets for the sale of various types (pork, veal, etc.) of fresh meat, 
including fresh beef.34 
                                                 
30  Commission decision of 7 October 2016 in case M.7930 – ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 123. 
31  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 39-42; and 
replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
questions 20-23. For example, one slaughterhouse explains that "There is no restriction on the 
movement of live lambs and sheep between Ireland and NI."  Famers also explained that "The Irish 
market for live lambs is hugely important for the NI sheep industry. Approx. 40% of NI lambs are 
exported for processing in Ireland […]." "[…] [there are] well established cross border routes to 
[the] market."  
32  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 40. 
33  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 124; Commission decision of 20 August 2010 in case M.5935 - Vion/ Weyl , 
paragraphs 36 and 39; Commission decision of 9 March 1999 in case M.1313 - Danish Crown/ 
Vestjyske Slagterier , paragraph 34.   
34  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 124; Commission decision of 20 August 2010 in case M.5935 - Vion / Weyl , 
paragraph 36; Commission decision of 8 December 2004 in case M.3535 - Van Drie/ Schils , 
paragraphs 18-19; Commission decision of 19 March 2004 in case M.3337 - Best Agrifund/ 
Nordfleisch , paragraph 23. 
9 (42) The Commission has previously assessed th e market for the sale of fresh beef 
meat on the basis of the following segm entation by distributi on channel: (i) sales 
to retailers, further divided into sale s to (a) supermarkets and (b) butchers; 
(ii) sales to caterers (such as restaurant s, government institu tions, and ship and 
airport handlers); a nd (iii) sales of fres h beef to industrial processors (such as 
producers of sausages, hamburgers and canned food).35 
(43) In case COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods  the 
Commission has also found that while the re sults of the market investigation have 
provided certain indications that characteris tics such as country of origin, certain 
breeds, types of the animal and premiu mising techniques are of importance for 
the sale of fresh beef meat, these indicatio ns alone do not appear to be sufficiently 
strong to warrant further sub-segmentation of the fresh beef meat markets on that 
basis.36  
(44) The Notifying Parties agree with the assessment in the above Commission's 
decisions. 
(45) The results of the market investigation la rgely confirmed the previous findings of 
the Commission. In particular, the res pondents to the market investigation 
confirmed that the market for fresh m eat includes meat that has not undergone 
further processing and that a separate mark et for the sale of fresh beef exists.37 
Retailers and meat processors responding to  the investigation also confirmed that 
a segmentation based on the distribution channel appears appropriate.38 Finally, 
characteristics such as country of origin or the breed are of importance for the sale 
of fresh beef meat, but th ere are not sufficiently str ong indications  that these 
would need to be considered separate product markets. In pa rticular, most of 
slaughterhouses and retailers explain that  despite customers' tendency to prefer 
national beef, fresh beef of British origin competes with beef of other countries, 
and in particular with Irish beef.39 Other elements (such as  the breed) contribute 
to the overall quality of the meat, whic h would affect the price of the meat, 
suggesting that different quality breeds compete with each other.40  
(46) In light of the above, the Commission cons iders that for the pur pose of this case, 
the product markets that are relevant for the assessment of the transaction consist 
                                                 
35  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods, paragraph 148; Commission decision of 20 August 2010 in case M.5935 - Vion/ Weyl , 
paragraph 37; Commission decision of 21  December 2005 in case M.3968 - Sovion/ Südfleisch , 
paragraph 62; Commission decision of 19 March 2004 in case M.3337 - Best Agrifund/ Nordfleisch , 
paragraph 24.   
36  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods, paragraph 142. 
37  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 17-18; and 
replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – questions 6-7. 
For example one retailer explains that "Fresh meat meets a different consumer demand. From a 
supply side perspective fresh meat is only subject to the mechanical process of cutting and cleaning, 
no heat or curing is applied."  
38  See replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – question 11. 
39  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 20; and replies to 
Q04 Questionnaire to retailers and meat processors of 28 August 2017 – question 16. 
40  See replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – question 20. 
For example, one retailer explains that "More premium breeds e.g. Angus [cost more]." 
10 of the (distinct) markets for the sale of fr esh beef to i) superm arkets; ii) industrial 
processors; iii) caterers; iv) butchers.  
4.4.2.  Geographic market definition 
(47) In the past, the Commission ha s left open whether the markets for the sale of fresh 
beef to supermarkets, butchers, caterers, and industrial processors are national or 
wider (cross-border regional or EEA) in scope.41 
(48) The majority of slaughterhouses responding to the questionnaire explain that the 
market is at least national in scope and that in general there are no barriers to 
export fresh beef to other EEA countries.42 Retailers mostly believe that the 
market for the sale of fresh beef is eith er national or regional (comprising both the 
territory of the UK and Ireland) in scope.43 
(49) Based on the results of the market inves tigation, the Commission considers that 
the exact geographic market definition of the relevant markets for sale of fresh 
beef to each of supermarkets, butchers, caterers, and industria l processors can be 
left open (national, cross-border regiona l, or EEA-wide) since the Transaction 
does not raise competition concerns under any possible geographic delineation of the relevant markets.  
4.5. Sale of processed meat 
4.5.1.  Product market definition 
(50) The Commission has in previous cases  defined a market for processed meat 
products, which is separate from the mark ets for sale of fresh meat. Processed 
meat products have been defined as pork, beef or poultry meat containing external 
ingredients such as salt or spices, being raw, drie d smoked or cooked. Processed 
meat products include a wide range of diff erent products that differ in terms of the 
raw material used (i.e. pork, beef, poultr y), ingredients used  (spices, water 
content), heat treatment (smoked or bo iled), portion, packaging and temperature 
(chilled or canned).44  
(51) The Commission has distinguished be tween (i) processed pork products, 
(ii) processed beef products, and iii) pr ocessed poultry products. Moreover it has 
grouped processed meat into the follo wing categories and has distinguished 
according to sales channel (i.e. retail and catering), although the exact scope of the market has been left open: i) raw cured products, ii) processed meat for cold consumption (cold cuts or charcuterie) , iii) canned meat; iv) cooked sausages; 
v) pâtés and pies, vi) ready-prepar ed dishes and components for these 
                                                 
41  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 156; Commission decision of 20 August 2010 in case M.5935 - Vion / Weyl , 
paragraphs 40 and 42; Commission decision of 21 December 2005 in case M.3968 - Sovion/ 
Südfleisch , paragraph 65; Commission decision of  21 December 2004 in case M.3605 - 
Sovion/HMG , paragraphs 68-70.   
42  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 46-47. 
43  See replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – question 25. 
44  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 185; Commission decision of 17 July 2015 in case M.7565 - Danish Crown / 
Tican , paragraphs 21-25 and 32; Commission decision of 19 March 2004 in case M.3337 - Best 
Agrifund / Nordfleisch , paragraphs 39-40, 44 and 46.   
11 (i.e. convenience products). In addition raw cured pork could be divided into 
bacon and raw sausages.45  
(52) Based on the above distinctions, the Transa ction would give rise  to an affected 
market for convenience products. However,  it appears that the overlap would 
affect only two segments of such market : processed beef burgers and processed 
meat balls sold to retailers. The competitive assessment in this decision will therefore focus on these two segments as  the narrowest-possible relevant product 
markets.  
4.5.2.  Geographic market definition 
(53) In terms of the geographic scope of the market for processed meat products the 
Commission has previously considered national as well as wider than national delineation of the market and its potential segments, ultimately leaving the exact geographic market definition open.
46  
(54) For purpose of this decision, the exact ge ographic market definition (national or 
wider than national) can be left ope n since the Transaction does not raise 
competition concerns under any possible geographic delineation of the relevant markets.  
4.6. Animal by-products 
4.6.1.  Product market definition 
(55) The Commission has considered in previous  cases that animal by-products can be 
differentiated based on their risk category.
47 Category 1 by-products are high risk 
materials that are not fit for human cons umption. Category 2 material consists of 
fallen animals died of natural causes. In Ireland as well as the UK, no dedicated 
category 2 treatment plants exists and all category 2 material is treated as category 1 material. Category 3 products are not intended but fit for human 
consumption; these are typically used for other purposes like pet food and should 
be considered separately.  
(56) The Parties claim that separate markets exist for the collection and processing of 
category 1 and 2 products on the one ha nd and category 3 products on the other 
hand. 
(57) The results of the market investigati on confirm the previous finding of the 
Commission that animal by-products have to  be treated differe ntly, depending on 
their risk category.
48 In addition, the market inve stigation showed that farmers 
                                                 
45  Commission decision of 17 June 2004 in case M.3401 – Danish Crown / Flagship Foods .  
46  Commission decision of 7 October 2016 in case COMP/M.7930 - ABP Group / Fane Valley Group / 
Slaney Foods , paragraph 185; Commission decision of 17 July 2015 in case M.7565 - Danish 
Crown / Tican , paragraphs 21-25 and 32; Commission decision of 19 March 2004 in case M.3337 - 
Best Agrifund / Nordfleisch , paragraphs 39-40, 44 and 46.   
47  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods, paragraph 188. 
48  See replies to Q3 Questionnaire to Rendering f acilities and other processors of animal by-products – 
question 7 and Q1 Questionnaire to slaughterhouses – Question 26. In particular, category 1 material is high risk material which has to be processed by rendering facilities with the outputs 
having to be incinerated. In Ireland and UK, category 2 material is downgraded and processed as 
 
12 and slaughterhouses typically  pay for the disposal of category 1 and 2 materials 
while they can sell category 3 material for further processing.49  
(58) In light of the above, and for the purpose of this decision, the Commission 
distinguishes between sepa rate product markets comprising on the one hand the 
collection and processing of category 1 a nd 2 animal by-products  and on the other 
hand the collection and processing of category 3 animal by-products. 
4.6.2.  Geographic market definition 
(59) In previous decisions, the Commission le ft the precise geog raphic scope of the 
markets for the collection and processi ng of animal by-products open but found 
indications that the market for high risk material (category 1 and 2) are likely to 
be national in scope.50  
(60) In a previous decision, the UK Competition and Markets Authority ("CMA") 
found that the geographic market for the collection and processing of category 3 
material is wider than NI a nd includes Ireland and Scotland.51 
(61) The Parties claim that the relevant market for all animal by-products is at least the 
IoI but would most likely also include Sc otland and other parts of the UK because 
material travels across borders and the Irish Sea. 
(62) The results of the market investigation show that rendering facilities receive 
category 1 and 3 material from NI a nd Ireland, regardless of their specific 
position on the IoI. Category 2 material wh ich consists mainly of fallen stock 
(i.e. animals died of natu ral causes) provided by farmers seems to be rather 
restricted to national borders due to veterinary requirements.52 
(63) As regards typical travel distance for animal by-products , the market investigation 
revealed estimates between 100 and 200 m iles but also showed that maximum 
travel distances are significantly larger.53 The majority of slaughterhouses also 
explain that no restrictions exist to exporting animal by-products cross border 
from NI to Ireland or vice versa. 
(64) In light of the above, and for the purpose of this decision, the Commission 
considers that the markets for collection and processing of animal by-products in 
category 1 and 2 may be confined by national borders while collection and 
                                                                                                                                                 
category 1 material. Category 3 material does not need to be incinerated but is rather processed into 
other products (e.g. pet food).  
49  See replies to Q3 Questionnaire to rendering f acilities and other processors of animal by-products – 
question 9; and replies to Q1 Questionnaire to slaughterhouses – question 28; and replies to Q2 Questionnaire to farmers and farm ers' associations – question 37. 
50  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 197; Commission decision of 14 February 2002 in case M.2662 - Danish Crown / 
Steff-Houlberg , paragraph 88; Commission decision of 9 march 1999 in case M.1313 - Danish 
Crown / Vestjyske Slagterier , paragraphs 98-99.  
51  CMA final report on Linergy Limited and Ulster Farm By-Products Limited, 6. January 2016. 
52  See replies to Q02 Questionnaire to farmers and farmers' associations of 28 August 2017 – 
questions 27-28. For example: "It is more likely that there is a cross border trade for animal by 
products from processing plant [rather than for fallen stock]." "Veterinary restrictions to the export 
of fallen stock between NI and Ireland [exist]." 
53  See replies to Q3 Questionnaire to rendering f acilities and other processors of animal by-products – 
questions 14-15. 
13 processing of category 3 material is wide r than that and contains at least the 
whole of the IoI (it can be left open whether it also includes parts of GB, 
especially Scotland).  
5. COMPETITIVE  ASSESSMENT  – HORIZONTAL  OVERLAPS 
5.1. Introduction 
(65) Before the present case was notified to  the European Commission on 25 August 
2017, a transaction related to the merger  between other two meat processors 
operating in Ireland and the UK (Dawn M eats and Dunbia) wa s notified to the 
Irish Competition and Consumer Prot ection Commission and the UK Competition 
and Markets Authority.54  
(66) In light of the above, the assessment of th e present case will take into account the 
proposed merger between Dawn Meats and Dunbia, and in  particular will 
consider the hypothetical scenario in whic h the two meat processors will become 
a single entity for the purposes of the competitive assessment, where relevant.  
5.2. Purchase of live cattle for slaughter 
5.2.1.  Non-coordinated effects 
(67) As regards the market for the purchase of  live cattle for slaughter, the Transaction 
leads to an affected market in NI. Th e Parties’ combined market shares post-
Transaction will be slightly above [40-50]% both in volume and value.55  
Table 1. Market shares for the purchase of live cattle for slaughter, NI (2016) 
Competitor Volume (000) % Value   (£ m) % 
ABP […] [20-30] […] [20-30] 
Linden […] [10-20] […] [10-20] 
Combined […] [40-50] […] [40-50] 
Foyle […] [20-30] […] [20-30] 
WD Meats […] [10-20] […] [10-20] 
Dunbia […] [10-20] […] [10-20] 
Hewitt Meats […] [0-5] […] [0-5] 
Other […] [0-5] […] [0-5] 
Total […] 100 […] 100 
Source: Form CO 
                                                 
54  This transaction was notifie d to the Irish Competition and Consumer Protection Commission on 
16 June 2017 (M/17/035 – Dawn Meats / Dunbia ) and to the UK Competition and Markets 
Authority on 10 August 2017. 
55  No substantial change in the market shares of the Parties and their competitors have occurred with 
respect to 2015 and 2014.  
14 (68) The Notifying Parties submit that there are several strong competitors in NI 
(notably, Foyle, WD Meats and Dunbia) to  which the Parties would lose volumes 
swiftly if they attempted to reduce prices to farmers post-Transaction.  
(69) Moreover, the Notifying Parties submit there is significant excess capacity in NI. 
Therefore, any reduction in th e Parties’ current prices for cattle could be readily 
offset by these competing slaughterhouses increasing their purchases and utilising 
their spare capacity.  
(70) The Notifying Parties argue that the Parties are not closer competitors with each 
other than with other slaughterhouses in NI. All slaughterhouses can process and 
market all different types and specificat ions of cattle. Geographically speaking, 
Linden is not the closest competitors to ABP’s NI plants. The closest competitors 
to both ABP’s plants in NI is Oakdale ’s Lurgan plant, while Dunbia’s Dungannon 
plant is the next nearest to ABP Newry and Lakeview Farm Meat’s plant is the 
next nearest to ABP Lurgan. 
(71) Finally, the Notifying Parties submit that  farmers can and do switch with ease 
between competing slaughterhouses as th ere are no long-term supply agreements 
and the costs of doing so are low. Moreover, transport costs in NI are not significant and do not prevent farmers from  supplying cattle to slaughterhouses 
across N, and thus do not restrict switching.  
(72) Starting the assessment by looki ng at the market shares of  the Parties as a proxy 
of their likely market power, the Commission notes that while the Parties will become the market leader post-Transa ction, a number of strong alternative 
players will remain present on the mark et; in particular: Foyle (which has a 
market share very similar to ABP pr e-Transaction, of about [20-30]%), WD 
Meats (market share of about [ 10-20]%) and Dunbia (about [10-20]%).
56  
(73) The market investigation revealed that the main competitors of the Parties’ in NI 
do have spare capacity to slaughter more cattle, and this is in general readily 
available.57 Moreover, some slaughterhouses ex plain that they can also easily 
increase their processing activity in a short time by “slaughtering at weekends”, 
for example. Given the ability of competitors to take additional volumes, a price reduction by the Parties would likely result in the Parties losing revenues from downstream beef sales, which would be counterproductive.  
(74) The market investigation revealed that  in general slaughterhouses do not have 
written contracts with farmers, but ra ther verbal agreements, which are not 
considered to be binding and can easily change.
58 All slaughterhouses responding 
to the market investigation explain that  farmers are free to contact different 
slaughterhouses and generally do so by comparing prices o ffered by different 
                                                 
56  Given the fact that Dawn Meats is not active in NI in relation to the purchase of live cattle for 
slaughter, the proposed merger between Dawn M eats and Dunbia does not affect in any way the 
present assessment.  
57  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 5, 62, 65. 
58  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 58; and replies to 
Q02 Questionnaire to farmers and farmers’ associations of 28 August 2017 – question 34. 
15 processors when getting offers from them.59 Many farmers confirmed that they 
sell their live cattle to more than one sla ughterhouse and that in order to get price 
quotes for their cattle, th ey generally contact multiple slaughterhouses.60  
(75) Therefore, in line with the findings of case COMP/M.7930 - ABP Group / Fane 
Valley Group / Slaney Foods , there are no particular barriers to switch for 
farmers. Transport costs typically represen t only about 1-2% of the total price of 
the cattle in NI and thus do not re strict farmers’ ability to switch.61  
(76) The majority of competitors responding to  the market investigation do not expect 
the Parties to be able to achieve lo wer prices when purchasing animals post-
Transaction. For exampl e, one explains that “Farmers would simply switch 
supply to another abattoir.”  Another underlines the fact that there is “huge 
structural capacity, especially in beef” , and therefore no effect on prices will 
likely occur post-Transaction.62 One competitor submits that the Parties will 
achieve a market share above [40-50]% in NI, but does not substantiate any 
negative effect arising from the Transaction. 
(77) Moreover, the majority of farmers res ponding to the market investigation do not 
expect any negative impact to arise from  the Transaction. Some even mention 
what they consider to be pro-competitiv e effects of the deal. For example, one 
farmer explains that “[…].”63 An association representing a large number of 
farmers explained that while it can be di fficult to forecast the impact of the 
Transaction and some farmers are concerne d about the possibility of an adverse 
impact on prices on the markets for live animals (in general), “there are also 
those in the industry who argue that the processing sector needs to consolidate 
and become more efficient. This could reduce costs, improve investment in the 
sector, supply greater consistency to new and existing markets, advance research 
and development.”  The association does not ultimately take a definitive position 
in this respect and does not elaborate on a ny particular negative impact that could 
arise from the Transaction.  
(78) Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to non-coordinated effects on the ma rket for the purchase of live cattle for 
slaughter in NI. 
5.2.2.  Coordinated effects 
(79) As also explained in case COMP/M.7930 - ABP Group / Fane Valley Group / 
Slaney Foods , in theory, slaughterhouses could coordinate in two different ways. 
First, they could agree on a price they pay to farmers and, second, they could 
                                                 
59  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 59. For example, 
one explains that “Farmers will typically phone around for the best price and will often claim that 
competitors are offering more money in order to negotiate a better price.” 
60  See replies to Q02 Questionnaire to farmers and farmers’ associations of 28 August 2017 – 
questions 29 and 33. 
61  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 38. 
62  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 60. 
63  See replies to Q02 Questionnaire to farmers and farmers’ associations of 28 August 2017 – 
questions 41-42. 
16 divide the farmers by their geographic location and agree to only deal with 
farmers in their respective region. As to the latter, the Commission considers 
coordination based on the geographic location of farmers unlikely, in particular in 
light of the possibility for farmers to eas ily switch, the limited transport costs for 
bringing own cattle to more distant slaught erhouses, and the availability of price 
quotes to all farmers since cattle prices  offered by slaughterhouses are published 
weekly in local newspapers.64  
(80) As to the former, the market investigati on did not reveal any evidence of likely 
coordination. While the Transaction will reduce the number of market 
participants, it will also decrease symmetry among them.65 In particular, the 
Parties will become larger than the r unner-up Foyle (by about [10-20] percentage 
points) and other smaller competitors. Therefore, the Transaction is unlikely to make it easier for competitors to enter into coordination.  
(81) Moreover, as also underlined in the context of case COMP/M.7930 - ABP Group 
/ Fane Valley Group / Slaney Foods , the demand of slaughterhouses is highly 
dependent on the demand of retailers, industrial processors and caterers 
downstream, which is influenced by a num ber of factors and make it relatively 
unstable. Such changes in demand make c oordination on price relatively difficult 
in practical terms.
66 
(82) Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to coordinated eff ects on the market for the purchase of live cattle for 
slaughter in NI. 
5.3. Purchase of live lambs and live sheep for slaughter 
5.3.1.  Non-coordinated effects 
(83) The Parties' activities overlap only in relation to the purchase of live lambs for 
slaughter, given the fact that Linden is not  active in the purchas e of live sheep for 
slaughter in the IoI.67  
(84) The market for purchase of live lambs for slaughter in the IoI has recently been 
assessed by the Commission in th e context of case COMP/M.7930 - ABP Group / 
Fane Valley Group / Slaney Foods . Given the fact that Linden, target of the 
present Transaction, was already solely co ntrolled by Fane Valle y at the time of 
the assessment of that case, the overlap between ABP and Fane Valley (including 
Linden) in relation to the purchase of liv e lambs for slaughter has been already 
assessed in the context of case COMP/M.7930 - ABP Group / Fane Valley Group 
                                                 
64  See replies to Q02 Questionnaire to farmers and farmers’ associations of 28 August 2017 – 
question 32. 
65  Horizontal Merger Guidelines, paragraph 48: "Firms may find it easier to reach a common 
understanding on the terms of coordination if they are relatively symmetric, especially in terms of 
cost structures, market shares, capacity levels and levels or  vertical integration. […]"   
66  Commission decision of 7 October 2016 in case M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods , paragraph 321. 
67  Linden had very minimal activities on the market for the purchase of live sheep in the IoI in 2015 
(purchase of […] tonnes).   
17 / Slaney Foods . As will be explained in more detail below, the present transaction 
does not change anything in this respect.  
(85) The market investigation conducted in th e context of the present case revealed 
that no particular change in the compet itive landscape has occurred in the market 
in relation to the IoI.68 In particular, the market shares of the Parties and their 
competitors overall appear not to have substantially changed from those of 2015, 
included in the Commission's a ssessment of case COMP/M.7930 - ABP Group / 
Fane Valley Group / Slaney Foods .69 The potential change in the competitive 
dynamics of the market concerned would be the proposed merger between Dawn 
Meats and Dunbia, recently notified and currently under revi ew by the national 
competition authorities of Ireland and the UK. 
(86) However, the potential merger between Dawn Meats and Dunbia would not have 
such an effect on the competitive landscape that a different assessment of the present Transaction (with re spect to the Commission’s assessment performed last 
year in case COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods) 
could be justified. In particular, post- Transaction, Dawn Meats and Dunbia will 
reach a combined market share between 10% and 20%, and will stay within the same range of the other two main compe titors active on the market, Kildare and 
Kepak. Therefore, through the Dawn  Meats/Dunbia  proposed merger a rather 
stronger competitor to its peers (Kepak an d Kildare) and the market leader (the 
Parties combined) will emerge on the market.  
(87) The market investigation in the pres ent case, which was launched when the 
proposed merger between Dawn Meats and Dunbia was already in the public domain and notified to two national competition authorities, did not reveal particular concerns in relati on to the present Transaction.  
(88) The majority of competitors responding to the market investigation confirmed 
that they do not expect the Parties to be ab le to influence prices paid to farmers or 
volumes bought for ovine animals post-Tran saction, but rather expect these to 
stay the same.
70 In addition, the vast majority of farmers responding to the market 
investigation did no t report any expected negative impact.71 An association 
representing a large number of farmer s acknowledges that there is a trend of 
increasing consolidation in the market for the purchase of live ovine for slaughter 
in the IoI. The submission appears to rela te particularly to the purchase of live 
sheep for slaughter, regarding which the pr esent Transaction does not lead to any 
overlap. Moreover, concerns voiced rela ted to the purchase of live sheep for 
slaughter appear to extend to external factors beyond industry consolidation:  
“There is a concern that because of the joint venture progressed by Slaney Foods, 
Irish Country Meats, ABP and Linden Foods, and also the proposed merger of Dawn Meats and Dunbia, a rapid level of consolidation in the sheep processing sector is occurring. These companies currently procur e the majority of lambs 
produced in NI and are slaughtered in bot h NI and Ireland. If these businesses 
                                                 
68  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 54. 
69  Reference to case COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods , 
paragraph 330. See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 5.  
70  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 60, 66, 67. 
71  See replies to Q02 Questionnaire to farmers and farmers’ associations of 28 August 2017 – 
question 35. 
18 complete their proposals, the only remaining large competitor will be Kepak in 
the west of Ireland. This is particularly c oncerning in the context of Brexit as we 
do not know what trading conditions th ere will be betwee n NI and Ireland. If 
there [were] economic trade barriers for cross border trade this will devastate 
the NI sheep sector.”72 
(89) Therefore, the association of farmers appears to express more general concerns in 
relation to the ovine market which are not fully merger specific. Furthermore, and 
in any event, the observations made by the association do not substantiate a 
negative view of the Transacti on and its likely effects.  
(90) In general, the market investiga tion confirmed the findings of case 
COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods  that farmers 
can easily switch between sl aughterhouses and that th ese latter have sufficient 
spare capacity to take on additional volumes should there be any decrease in prices offered to farmers post-Transaction.
73  
(91) Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to non-coordinated effects on the market for the purchase of live lambs for 
slaughter in the IoI. 
5.3.2.  Coordinated effects 
(92) In view of what explained in the sect ion above, the Commission refers to its 
assessment of case COMP/M.7930 - ABP Group / Fane Valley Group / Slaney 
Foods  for potential coordinate effects rela ted to the market of live lambs for 
slaughter in the IoI.  
(93) The only element which differs from the assessment performed in case 
COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods  is the proposed 
merger between Dawn Meats and Dunbia. While if Dawn Meats and Dunbia were 
to merge, their market shares would increase and would bring their position close 
to Kepak’s and Kildare’s posi tions, a significant gap with the market leader (i.e. 
the Parties, with a market share of about [40-50]%) will remain. Therefore, even 
if the number of market participan ts decreases (shou ld the proposed Dawn 
Meats/Dunbia  merger take place), the asymmetry in market shares will remain 
present, which renders coordi nation on the market unlikely.74 
(94) Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to coordinated eff ects on the market for the purchase of live lambs for 
slaughter in the IoI. 
                                                 
72  See replies to Q02 Questionnaire to farmers and farmers’ associations of 28 August 2017 – 
question 20. 
73  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 60 and 62-64. 
74  Horizontal Merger Guidelines, paragraph 48: "Firms may find it easier to reach a common 
understanding on the terms of coordination if they are relatively symmetric, especially in terms of 
cost structures, market shares, capacity levels and levels or  vertical integration. […]"   
19 5.4. Sale of fresh beef meat 
(95) As regards the market for the sale of fres h beef meat, the Transaction leads to an 
affected market only in relation to the sale  of fresh beef to supermarkets in the 
UK.75 The Parties’ combined market shares post-Transaction will be about [30-
40]% (in volume and value) on that market in 2016, with a small increment brought by the Transaction (up to [0-5]% in volume and value). No substantial 
change in market shares have occurred with respect to 2015 and 2014.
76 
Table 2. Market shares for the sale of fresh beef to supermarkets, UK (2016) 
Competitor Volume 
(tonnes) % Value         
(£ m) % 
ABP […] [30-40] […] [30-40] 
Slaney JV […] [0-5] […] [0-5] 
Linden […] [0-5] […] [0-5] 
Combined […] [30-40] […] [30-40] 
Hilton […] [10-20] […] [10-20] 
Woodheads […] [10-20] […] [10-20] 
Dunbia […] [10-20] […] [10-20] 
2 Sisters […] [5-10] […] [5-10] 
Scotbeef […] [5-10] […] [5-10] 
Dovecoat […] [0-5] […] [5-10] 
Dawn […] [0-5] […] [0-5] 
WD […] [0-5] […] [0-5] 
Other […] [5-10] […] [0-5] 
Total […] 100 […] 100 
Source: Form CO 
(96) The Notifying Parties submit that the in crement brought by the Transaction is 
very small and therefore the Transaction will not significantly alter the Parties' 
market shares or market power. Moreover,  the Notifying Parties explain that the 
market is not otherwise concentrated a nd a number of competitors with sufficient 
size will constraint the Partie s' activities post-merger.  
(97) In addition the Notifying Parties submit that imports impose a competitive 
constraint as they are a chief source of supply for large supermarkets in the UK. 
                                                 
75  Technically, outside the UK, the ma rket for the sale of fresh beef to supermarkets in Ireland would 
be an affected market, but the Parties' market sh ares exceed 20% […] (2016). Moreover, this market 
was examined by the Commission in the context of case COMP/M.7930 - ABP Group / Fane Valley 
Group / Slaney Foods , and ABP's share has subsequently re duced since 2015. As the Transaction 
will not alter the position on this market since the Commission's previous assessment, this market 
will not be further discussed.  
76  The only relatively relevant variation being an increase in Dunbia's market shares from about 
[5-10]% in 2014 to about [10-20]% in 2016.  
20 Finally, the Notifying Partie s explain that supermar kets have significant 
countervailing buying power due to thei r size, commercial significance and 
ability to switch to  alternative supplie rs with ease.  
(98) Starting the assessment by looki ng at the market shares of  the Parties as a proxy 
of their likely market power, the Comm ission notes that post-Transaction the 
merged entity will remain the market l eader due to ABP's strong position on the 
market pre-Transaction, a nd that the increment brought by the operation is very 
small (about [0-5]% in volume and [0-5]%  in value). Therefore the Transaction 
will not materially alter the market stru cture, where a number of significant 
competitors with market shares above 5%  will remain on the market: Hilton, 
Woodheads, Dunbia, 2 Sisters, Scotbeef, Dovecoat. 
(99) The proposed merger between Dawn Meats and Dunbia does not impact the 
present assessment as the increment that would be brought by that merger on the market is small (up to 3%) since Dawn is a rather small player. Therefore, even if Dawn Meats and Dunbia were to merge, all the competitors mentioned in the paragraph above will remain present.  
(100)  Competitors responding to the market inves tigation explain that the sale of fresh 
meat to supermarkets generally occurs in the context of competitive tendering procedures and that supermarkets have significant buyer power against suppliers, 
especially in view of thei r ability to easily switch.
77 
(101)  On the demand side, retailers indicate that they would be able to switch to other 
suppliers, and that th ey do mention their readiness to  switch in the context of 
commercial negotiations with fresh meat providers in order to leverage their 
position.78  
(102)  Overall, retailers do not expect any negativ e impact to arise from the Transaction, 
especially in view of the existence of alternatives on the market to which they 
could turn in case the merged entity we re to increase prices post-Transaction.79 
Competitors do also not expect any nega tive impact to arise post-Transaction.80 
(103)  Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to the market for the sale of fresh beef to supermarkets in the UK. 
5.5. Sale of processed meat 
(104)  The Parties are primarily pr oducers of fresh meat (beef and lamb). Whilst they 
both sell processed meat products, this does not represent a material part of their 
business. [Description of Linden’s activi ties in relation to processed meat].  
                                                 
77  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – questions 9, 70. For 
example, one competitor explains that "[Buyer power] is due to the level of excess capacity that 
exists within the processing sector . It is very easy for a customer to switch suppliers (irrespective of 
sales channel)." Another explains that "yes they do [have buyer power] as there is a lot of 
competition."  
78  See replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – 
questions 37-38. 
79  See replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – 
questions 38-40. 
80  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 71. 
21 (105)  Therefore, as explained in section 4.5, th e Transaction gives rise to affected 
markets only under very narrow market definiti ons, i.e. the sale of processed beef 
burgers to retailers in UK and the sale of processed beef meat ba lls to retailers in 
UK.  
(106)  The Parties' combined shares on the poten tial market for the sale of processed 
beef burgers would be about  [30-40]% in volume and [20- 30]% in value, with a 
very small increment brought by the Transaction of  less than [0-5]%. In relation 
to the potential market for the sale of pr ocessed meat balls, the Parties' combined 
shares would be around [30-40]% in vol ume and, similarly, [30-40]% in value, 
with an insignificant increment brought by the Transaction of less than [0-5]%.81  
Table 3. Market shares for the sale of processed beef burgers and processed meat balls 
to retailers, UK (2016) 
 
Competitor Processed beef burgers Processed meat balls 
Volume 
(tonnes) % Value   
(£ m) % Volume 
(tonnes)% Value  
(£ m) % 
ABP […] [30-
40] […] [20-
30] […] [30-
40] […] [30-
40] 
Linden […] [0-5] […] [0-5] […] [0-5] […] [0-5] 
Combined […] [30-
40] […] [20-
30] […] [30-
40] […] [30-
40] 
Hilton […] [10-
20] […] [10-
20] […] [10-
20] […] [20-
30] 
Woodhead […] [5-10] […] [5-
10] […] [10-
20] […] [10-
20] 
Dunbia […] [5-10] […] [5-
10] […] [5-
10] […] [5-10] 
Eurostock […] [0-5] […] [0-5] […] [5-
10] […] [0-5] 
Scotbeef […] [0-5] […] [5-
10] […] [5-
10] […] [0-5] 
Dawn […] [0-5] […] [0-5] […] [5-
10] […] [0-5] 
Other […] [30-
40] […] [30-
40] […] [10-
20] […] [10-
20] 
Total […] 100 […] 100 […] 100 […] 100 
Source: Form CO 
(107)  The Notifying Parties submit that the Transaction will lead to a very minor 
change in these markets in the UK sin ce [Description of Linden’s activities in 
                                                 
81  The data is related to 2016. There are no indicati ons that substantial changes in the market shares of 
the Parties and their competitors have occurred with respect to 2015 and 2014.  
22 relation to processed beef burgers and processed meat balls], while there are 
numerous other suppliers of each pr oduct that will con tinue to impose a 
competitive constraint on the Parties post-Transaction.  
(108)  Starting the assessment by looki ng at the market shares of  the Parties as a proxy 
of their likely market power, the Comm ission notes that post-Transaction the 
merged entity will remain the market lead er on both markets due to ABP's strong 
position pre-Transaction, and that the in crement brought by the operation is either 
very small (less than [0-5]% for processe d beef burgers) or in significant (less than 
[0-5]% for processed beef meat balls ). Therefore the Transaction will not 
materially alter the market structure, where a number of significant competitors with market shares above [5-10]% will remain on the market, including Hilton, 
Woodhead, and Dunbia. Moreover, many sm aller competitors (which collectively 
hold about [30-40]% of the processed beef  burgers market an d about [10-20]% of 
the processed beef meat balls market) will remain present.  
(109)  As explained in relation to  the market for the sale of fresh beef, the proposed 
merger between Dawn Meats and Dunbia does not impact the present assessment 
as the increment that would be brought by that merger on both potential markets 
is small (up to about 5%). Therefore, even if Dawn Meats and Dunbia were to 
merge, many other competitors, as mentioned in the paragraph above, will remain present.  
(110)  As already mentioned in relation to the mark et for the sale of fresh beef, retailers 
have buyer power against suppliers and can easily switch between several meat 
providers present on the market.
82 
(111)  Overall, the market investigation (including pre-notification calls) did not reveal 
any negative concern in relation to thes e markets neither from competitors nor 
retailers.83  
(112)  Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to the market for the sale of fresh beef to supermarkets in the UK. 
6. COMPETITIVE  ASSESSMENT  – VERTICAL  RELATIONSHIPS 
6.1. Animal by-products 
(113)  Meat processors and slaughterhouses have  to dispose their animal by-products 
that result from their activities. Therefore, a vertical relation exists between the upstream markets for slaughtering of liv e animals and the downstream markets 
for the collection and proce ssing of animal by-products.  
(114)  On the downstream markets, ABP is active with two plants in Ireland but none in 
NI. Specifically, it operates the Munster Pr otein category 3 plant in Tipperary and 
a category 1 plant in Waterford. In add ition, Fane Valley and ABP jointly control 
                                                 
82  See replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – 
questions 37-38. 
83  See replies to Q01 Questionnaire to slaughterhouses of 28 August 2017 – question 79, 81; and 
replies to Q04 Questionnaire to retailers and meat processors of 28 August 2017 – questions 38-41. 
23 Slaney JV which operates a category 3 pr ocessing plant in Wexford, also located 
in Ireland. 
(115)  While Linden does not operate any proces sing plants for animal by-products, it 
holds minority shareholdings in Linergy. Linergy operates two processing plants 
in NI, one for category 3 produc ts and the other for categor y 1 and 2 material. It is 
not active in Ireland. Fane Valley is also a minority shareholder in Linergy, in addition to Linden.
84   
(116)  The proposed merger between Dawn Meats and Dunbia will not affect the present 
assessment given the fact that Dunbia is not active in the rendering business on 
the IoI; only Dawn Meats is (through Western Proteins).  
6.1.1.  Input foreclosure 
(117)  Input foreclosure concerns could only aris e if the merged enti ty had the ability 
and incentive to prevent downstream comp etitors (i.e. other renderers) from 
access to relevant inputs. Currently, ABP processes all its category 3 material 
from its slaughterhouses on the IoI in its own facilities. Given that ABP is not 
active as a supplier of  other third party renderers, it does not have a ny ability to 
foreclose competing processors of categor y 3 materials in the relevant markets. 
(118)  The situation is comparable in relation to  category 1 products. Almost the totality 
of ABP's category 1 materials are proce ssed in its own facilities, with only 
[5-10]% of the material from its Newry' s plant being processed by Linergy. Given 
Linergy's total capacity, this amounts to le ss the [0-5]% of Linergy's processing of 
these material.  
(119)  Linden provides all of its animal by-pr oducts to Linergy. Therefore, no other 
rendering facility could be foreclosed. A potential foreclosure of Linergy seems 
also unlikely, given that Linden's input account for about [5-10]% of Linergy's 
total capacity for the processing of an imal by-products (both in relation to 
category 1 and category 3 material). Theref ore, Linden would not have the ability 
to effectively foreclose Linergy.  
(120)  In addition, and taking into account Linden' s shareholdings in Linergy, it seems 
unlikely that the merged entity would have any incentive to foreclose Linergy. 
This is even more the case giving th e physical distance between the Parties 
facilities. A favouring of ABP's rendering plan ts in the southern part of Ireland at 
the expense of the Linergy plants (located  in Northern Irela nd, in proximity to 
Linden's slaughtering plants) would l ead to additional transport costs. 
(121)  Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to  its compatibility with the internal market in relation 
to this vertical link. 
                                                 
84  The facts on file, including Line rgy's corporate governance rules, indicate that the Parties would not 
be in a position to impose or block strategic decisions of Linergy. In line with the Commission's findings in the contex t of case COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods , 
the Commission considers that the Parties do not control Linergy. 
24 6.1.2.  Customer foreclosure 
(122)  A customer foreclosure strategy would re quire the ability and incentive of the 
merged entity to restrict competing sl aughterhouses from accessing processors of 
animal by-products. Such a strategy re quires market power on the downstream 
market for collection and processing of animal by-products. 
(123)  In the market for collection and proce ssing of category 1 and 2 products, ABP is 
not active in Northern Irel and but only in Ire land. On a such defined geographic 
market, it reaches market shares of [30- 40]%, being the seco nd largest processor 
behind College Proteins. In addition, Dub lin By-Products is also active and has 
market shares of more than [20-30]%.  
(124)  The Parties estimate spare capacity acro ss all rendering facilities to be 
approximately 35% in the industry. The ma rket investigation did not reveal any 
information contradicting this estimation overall.85 In addition, all meaningful 
replies to the market investigation conf irm that in general, spare capacity for 
processing of category 1 and 2 material exists in Northern Ireland as well as in 
Ireland.86 
(125)  In light of the lack of market power a nd the availability of spare capacity of 
competing rendering facilities, the merged entity would not be in a position to foreclose access of competing slaughterhous es to rendering f acilities for category 
1 and 2 animal by-products. 
(126)  In relation to category 3 material, ABP and Slaney reach market shares of slightly 
above [30-40]% on an IoI-based market . Other large competitors like College 
Proteins, Western Proteins, Linergy, and Dublin By-Pr oducts are also active on 
the market and make up the remaining [70-80]% of the tota l market size.  
(127)  The market investigation i ndicated that overall sufficient spare capacity is readily 
available for the collection and proces sing of category 3 material so that 
competitors could easily move to other pr oviders should the Parties try to lower 
prices paid for category 3 material.
87 
(128)  Based on the reasons above, the Commission concludes that the Transaction does 
not raise serious doubts as to  its compatibility with the internal market in relation 
to this vertical link. 
7. ARTICLE  2(4)  ASSESSMENT  (POSSIBLE  SPILL-OVER  EFFECTS) 
(129)  Under Article 2(4) of the Merger Regulati on, to the extent that the creation of a 
JV that constitutes a concentration pursuant to Article 3 has as its object or effect the coordination of the competitive behaviour of undertakings that remain independent, the Commission must assess such coordination in accordance with 
                                                 
85  See replies to Q04 Questionnaire to rendering facilities and other processors of animal by-products 
of 28 August 2017 – question 21. 
86  See replies to Q04 Questionnaire to rendering facilities and other processors of animal by-products 
of 28 August 2017 – question 22. 
87  See replies to Q04 Questionnaire to rendering facilities and other processors of animal by-products 
of 28 August 2017 – question 23. 
25 the criteria of Article 101(1) and (3) TF EU, with a view of establishing whether 
or not the operation is compatible with the common market.  
(130)  In making this assessment, the Commission must take into account, in particular, 
whether two or more parent companies retain , to a significant extent, activities in 
the same market as the joint venture or  in a market that is downstream or 
upstream from that of the joint ventur e or in a neighbouring market closely 
related to this market. In addition, the Commission has to take into account whether the coordination wh ich is the direct conseque nce of the creation of the 
joint venture affords the undertakings c oncerned the possibility of eliminating 
competition in respect of a s ubstantial part of the products  or services in question. 
A restriction of competition under Article  101(1) TFEU is established when the 
coordination of the parent companies'  competitive behaviour is likely and 
appreciable and results from th e creation of the joint venture.
88 
(131)  Given the fact that Linden constitutes the existing slaughtering and processing 
business of Fane Valley, ABP and Fane  Valley will not individually have 
activities in any market where Linden in active. 
(132)  Moreover, ABP and Fane Valley will not bot h retain significant activities in a 
market which is upstream or downstream from the markets in which Linden is 
active. 
(133)  First, ABP and Fane Valley will be ac tive in the collectio n and processing of 
animal by-products, which is a downstr eam market in re lation to Linden's 
activities in the market for the purchase of  live animals. However, Fane Valley is 
only active on the by-products market th rough the Slaney JV, which serves 
practically only its parent s rather than the merchant market. Moreover, the 
relevant vertical links aris ing from the Transaction have  already been discussed in 
the context of the competitive assessment  of the Transaction (see section 6.2) and 
thus will not be further considered. Fina lly, there is no evidence that the creation 
of the joint venture will increase the like lihood of coordination of the Parties' 
competitive behaviour in the market for the collection and processing of animal 
by-products.  
(134)  Second, ABP and Fane Valley will both reta in activities in th e supply of beef 
dripping in the UK, a market which is downstream of Linden's slaughtering 
activities.89 The Commission has not previously c onsidered a potential market for 
beef dripping. In any event, the Notif ying Parties will not retain significant 
activities in this potential market, having es timated combined market shares in the 
UK of less than [10-20]% (Fane Valley: [ 10-20]%; ABP [0-5]%). In light of the 
asymmetric position of the Notifying Parties on this potential market and the relatively low combined market shares, the Commission considers that spill-over effects are unlikely and, in any event, unlikely to be appreciable in relation to the market for beef dripping. Moreover, ther e is no evidence that the creation of the 
joint venture will increase the likeli hood of coordination of the Parties' 
competitive behaviour in this market. 
                                                 
88  Merger Regulation, Article 2(5).   
89  Beef dripping is a refined animal fat that can be used by the food service and catering sectors for 
cooking (e.g. for frying food). The Notifying Parties submit that beef dripping is supplied across the 
UK (thus including NI) by suppliers on the same terms. 
26 (135)  There are no neighbouring markets closely re lated to the markets where Linden is 
active in which ABP and Fane Valley will both retain activities to a significant extent. 
(136)  Finally, the Transaction will not significantly alter the existing relationship 
between ABP and Fane Valley, which are al ready parent companies to the joint 
venture Slaney JV, itself subject to Co mmission's merger clearance last year.
90 
There is no reason to believe that the Transaction will lead to any higher likelihood of coordination of the Parties' competitive behaviour in markets where 
Linden is not present than which already exists in their current relationships. 
(137)  Therefore, the Commission considers that the Transaction does not give rise to 
any potential spill-over effects.  
8. C
ONCLUSION  
(138)  For the above reasons, the European Co mmission has decided not to oppose the 
notified operation and to declare it compatib le with the internal market and with 
the EEA Agreement. This decision is adopted  in application of Article 6(1)(b) of 
the Merger Regulation and Article  57 of the EEA Agreement. 
For the Commission 
 
(Signed) 
Margrethe VESTAGER Member of the Commission
 
                                                 
90  See case COMP/M.7930 - ABP Group / Fane Valley Group / Slaney Foods.