Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Comm issie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 28.08.2019  
C(2019 ) 6338 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9369 – PAI Partners /Wessanen  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the  Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 23 July 2019 , the European Commis sion received notification of a  concentration 
pursuant to Article 4 of the Merger Regulation  which would result from a proposed 
transaction  by which PAI Partne rs SAS (“PAI Partners” , France ) intends to acquire  
sole control,  within the meaning of Article 3(1)(b) of th at regulatio n, over the whole 
of Koninklijke Wessanen N.V. (“Wessanen” , Netherlands ) (the “Transaction”) . In 
this Decision PAI Partners is also referred to as ‘the Notifying Party’. PAI Partne rs 
and Wessanen are collectively referred to as 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 introduc ed certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” 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”).  
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 b y 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  AND THE TRANSACTION  
(2) PAI Partners is a European private equi ty firm headquartered in Paris. It is  an 
independent c ompany, owned by its par tners, which manages and/or advises 
dedicated private equity funds with a value of more than EUR 12.3 billion.  
(3) PAI Partners’ current buyout funds include PAI Europe IV, PAI Europe V, PAI 
Europe  VI and PAI Europe VII, as well as several co -investment funds.  PAI Partners 
seeks to acquire Wessanen through  PAI Europe VII.   
(4) PAI Partners’ portfolio includes Labeyrie  Fine Foods SAS (“Labeyrie” , France ) and 
Refresco  Group N.V. (“ Refresco” , the Netherlands ), which are managed by PAI 
Europe VI.  Labeyrie is active globally in the supply of fine and gourmet foods 
including pâtés, foie gras, crustaceans, fish, olives and other foods, and owns seven 
different brands: Labeyrie, Delpierre, Blini, L’Atelier Blini, Père Olive, Comptoir 
Sushi and Ovive. Refresco is active in t he bottling of different types of drinks (both 
non-alcoholic beverages and alcoholic beverages, and both carbonated soft drinks 
and non-carbonated soft drinks ) in different types of packaging (e.g. in carton, 
aseptic PET ( “APET ”), cans and glass) . 
(5) Wessanen  is a publicly listed comp any active in the supply of  food products  (notably 
in Germany, Spain, France, Italy, Luxembourg, the Netherlands  and the United 
Kingdom ). Since 2015, Wessanen focuse s exclusively on healthy and sustainable 
food.  
(6) The Transaction wi ll take place through a recommended public tak eover offer under 
Dutch law. [Details on the creation of a bidding vehicle ("Bidco") between PAI 
Partners and a "Co -Investor" ]3  
(7) On 10 April 2019, Bidco and Wessanen entered into a merger agreement pursuant to 
which Bidco agreed to make a  recommended full public offer  for all issued and 
outstanding ordinary shares i n the capital of Wessanen . 
(8) Upon  closing of the public offer, PAI Partners and the Co -Investor will enter into a 
shareholders’ agreement further descr ibing the rights attached to their shares (the 
“SHA”). The SHA grants PAI Partners the possibility of exercising decisive 
influence over Wessanen for the following reasons:  […]456. 
(9) […].78 91011 
                                                 
3  […]. 
4  SHA, Section 6.2. 12. 
5  SHA, Section 4.  
6  SHA, Section 6.1.  
7  Schedule 7.1.1(b) of the SHA contains a […]. Item (c) of this list refers to “adopting the Business Plan” . 
8  Shareholders’ agreement, Section 11.2.3. and Schedule 7.1.1(c).  
9  SHA, Schedule 7.1.1(c) contains a list of matters that […].  
10  SHA, Section 6.2.14.  
11  Shareholders’ agreement, Section 6.2.12.  
 
 
3 (10) It follows that  PAI Partners w ill solely and indirectly control Wessanen  upon 
completion of the Transaction . Therefore, the Transaction would result in  a 
concentra tion within the meaning of  Article 3(1)(b) of the Merger Regulation.  
2. UNION  DIMENSION  
(11) The Parties  have a combined aggregate worldwide  turnover of more than EU R 5 000 
million  (PAI Partners: EUR 12 183.9 million ; Wessanen: EUR  628.4  million ).12 
Each of them has a Union-wide turnover in excess of EUR […] (PAI Partners: EUR 
[…]; Wessanen: EUR […]), but neither of the Parties  achieve s more than two -thirds 
of their ag gregate Union-wide turnover within one and the same Member State. The 
concentration  therefore has a U nion dimension  within the meaning of Article 1(2) of 
the Merger Regulation . 
3. MARKET DEFINITION  
3.1. Introduction  
(12) Both parties are active in the supply of various  food products to retailers  in different 
European countries (Section 3.2). The Parties are also active in the market for 
bottling and supply of  non-alcoholic beverages , which gives rise to horizontal 
overlaps and vertical relati onships (Section 3.3). 
3.2. Supply of f ood products  
(13) The Parties activities , leading to putatively affected markets,  overlap in the supply of 
food products  in France . This section discusses, first , possible market segmentations 
that c an be made across all or most types of food  and, second , the specific types of 
food that give rise to affected markets. The following market segmentations are 
considered cumulatively when assessing the likely competitive effects of the 
Transaction : 
 Section  3.2.1  assesses the possible market segmentation between the supply to 
retailers of branded products, on the one hand, and private label products, on the 
other.  
 Section 3.2.2 assesses the possible segmentation between the supply  of traditional 
food and the supply of organic and healthy food; within the supply of organic and 
healthy food, it will also assess the possible distinction between the  specific retail 
channels, i.e. the supply to health food stores and to conventional ret ail outlets  such 
as supermarkets and hypermarkets . 
 Sections 3.2.3 to 3.2.8  will assess the markets by type of food, where the Transaction 
gives rise to affected market under the narrowest possible definition. All affected 
market s would be in France. In particular, the following markets regarding the 
supply to retailers will be discussed: smoked salmon (Section 3.2.3 ), secondary 
processed herring (Section 3.2.4 ), secondary pr ocessed mackerel (Section 3.2.4 ), 
savoury bread toppings (Section 3.2.5 ), pre -packaged consumable olives (Section 
                                                 
12  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
4 3.2.6 ), bite-size savoury snacks (Section 3.2.7 ), and bread substitutes (Section  
3.2.8 ).13 
3.2.1.  Possible segmentation of private label and branded products  
(14) PAI Partners supplies both private label and branded food products, while , for the 
considered product market s, Wessanen exclusively supplies branded food products.  
(15) The Parties submit that , for all reportable markets,  the relevant branded products are 
competitively constrained by private label products and  that, as such, they both form 
part of the same product ma rket.14  
(16) In this regard, the Parties  first submit  that private label products and branded 
products are produced on the same production lines and do not require significant 
investments in order to switch between the production of the two types of products.15 
Second, the Parties argue that private label represents an important share of each of 
the reportable markets16, which significantly increases  the countervailing buying 
power of retailers during contract negotiations with suppliers , such as the Parties.17 
Third, the Parties  submit that their  branded products compete for shelf space w ith 
private label products and that they take private label into account when making 
strategic pricing and/or marketing decisions.18 Fourth, private label products carry 
different q uality ranges in their assortment that are benchmarked against the quality 
standard of branded products.19 
(17) Some of the Parties’ internal documents show  that they regard branded products and 
private label products as belonging to the same product market.20 The Parties also 
submit that a number of third party market reports (IRI, Nielsen, ILEC and Kantar)  
                                                 
13  There are other horizontal overlaps between the activities of the Parties. Howe ver, based on the data 
submitted by the Parties, they do not give rise to affected markets  and are therefore not further discussed 
in the Decision. Regarding food products, these are processed mea t in France and Belgium, sweet bakery 
goods in France, break fast cereals in France, spreadable cheese in France, jams in France, compote and 
fruits purées in France, sale of ready -made meals, yoghurts and desserts in France, where the combined 
market share  of the Parties is below 20%. As regards non -food products, the Parties supply fragrances and 
beverages , where the combined market share is also below 20% ( Parties’ response to the Commission’s 
request for information  RFI 14, question 2 and Form CO, paragraphs 332 et seq.; annex 23 (revised 21  
August 2019)).   
14  Form CO, paragraphs 355 and 356.  
15  Form CO, paragraph 356(a).  
16  Namely the markets for (i) second ary processed meat; (ii) bakery products; (iii) breakfast cereals; (iv) 
smoked salmon; (v) fresh salmon; (vi) secondary processed herring; (vii) secondary proc essed mackerel; 
(viii) tinned sardines; (ix) olives; (x) savoury bread toppings; (xi) bite -size savoury food; (xii) jams; (xiii) 
compote; and (xiv) dairy and dairy -alternative.  
17  Form CO, paragraph 356(b).  
18  Form CO, paragraph 356(c).  
19  Form CO, paragra ph 356(d).  
20  Labeyrie’s monthly financial re sults (Form CO, annex 13) show that private label is taken into account for 
the internal assessment of its market position on various markets. By way of example, slide 5 of this 
document indicates that “[t]the s moked salmon remains a declining market […], mainly due to private 
labels” . 
 
 
5 take into account private label  products  for the calculation of the market share of 
branded products for the relevant markets.21 
(18) In a previous decision concern ing frozen snacks, the Commission considered that 
private label frozen snacks and branded frozen snacks belong to a single 
differentiated product market where they exert on each other some degree of 
competitive pressure.22 In another decision concerning the  markets for mustard, 
mayonnaise, salad sauces and olive oil, the Commission considered branded 
products and private label products as part of a single market despite the existing 
price gap between the two and noted that market shares gained by private lab els 
were to the expense of branded products.23 In other decisions, the Commission took 
account of the market share represented by private label products on the total 
market.24 
(19) The market investigation  provided some indications suggesting that branded 
product s and private label products may belong to separate product markets . A 
majority of customers responding to the market investigation indicated that they 
organise separate selection procedures for purchasing  branded products and private 
label products.25 Name ly, branded products tend to be sourced through bilateral 
negotiations while private label products tend to be sourced through tenders  or even 
in-house production .26 Some of these customers also stated that they have different 
internal teams in charge of ne gotiating the purchase of branded products and private 
label products.27 One customer explained that it chooses branded products based on 
relevance of offer and brand notoriety.28 Further, there is likely also a different price 
positioning for private label and branded products.29 
(20) Some competitors who responded to the market investigation  also indicated that 
their customers organise separate selection procedures between branded and private 
label produ cts for some specific products .30 
(21) At the same time, the marke t investigation provided indications that branded and 
private label products can belong to the same market. A  majority of customers 
responding to the market investigation indicated that final consumers , who drive the 
retailers’ demand for specific type of food product s, do not perceive a difference in 
quality between branded products and private label products ,31 with possible 
variations depending on the specific product.32 
                                                 
21  Form CO, paragraph 357(c). The Commission notes that the IRI reports used by the Parties to calculate 
market share data only provides figures at the retail level.  
22  Case M.632 1 – Buitenfood/Ad Van Geloven Holding/JV , recital 35.  
23  Case M.1802 – Unilever/Amora -Maille , recital  29. 
24  Case M.2302 – Heinz/CSM , recital 25 (in relation to sweet bread toppings); and Case M.2817 – 
Barilla/BPL/Kamps , recitals 29, 32 and 25 (in relation  to bread substitutes).  
25  Questionnaire Q1 to customers, question 5.  
26  Questionnaire Q1 customers, questions 5 and 5.1.  
27  Questionnaire Q1 to customers, question 5.  
28  Questionnaire Q1 to customers, question 5.  
29  Questionnaire Q1 to customers, questio n 5. 
30  Questionnaire Q2 to competitors, question 5.  
31  Questionnaire Q1 to customers, question 6.  
32  Questionnaire Q1 to customers, question 6.  
 
 
6 (22) In this regard, the Parties have expressed that it is uncommon for manufacturers to 
focus exclusively on private label products and that they are not aware of any 
manufacturer that exclusively produces private label products33, which would 
indicate that suppliers may switch from supplying branded to private label products 
and the other way a round .  
(23)  In light of the above considerations and taking account of the results of the market 
investigation , and given  that the concentration would not raise serious doubts as to 
its compatibility with the internal market  even under the narrowest plausible  product 
market definition , the Commission will leave open the question whether branded and 
private label products belong to the same or separate markets.  
3.2.2.  Retail of organic food products  
(24) Wessanen is active in the organic and health food products  through i ts main brands 
in France Bjorg and Bonneterre .34 PAI Partners, through Labeyrie , is mainly active 
in the supply of conventional food products , but also  offers organic quality for some 
of its products.   
(25) The Parties submit that organic products compared to no n-organic (or conventional) 
products are priced higher and have higher production costs because they need to 
comply with the standards for organic food.35 Second, consumers consider organic 
products healthier  and better for environment or animal welfare.36 Third, organic 
products are typically sold in different stores or on different shelves in the same 
retail outlet.37 However, the Parties consider that while competition between 
different organic brands is higher than between organic and non -organic, both typ es 
of products compete.38  
(26) The Parties also submit that they focus on different customers and sell their products 
to different outlets within the retail channel.39 Labeyrie mainly sells to hyper - and 
supermarkets (conventional retail outlets).  By contrast, W essanen’s products are sold 
on the dedicated organic shelves in the conventional retail outlets and in health food 
stores ( “HFS”).40 The Parties submit that Bonneterre branded products are sold only 
in HFS, while Bjorg branded products are sold in the organ ic shelves of the 
conventional retail outlets.41  
(27) In its previous decisions related to certain food products, the Commission considered 
whether organic and conventional products belong to the same market. In Total 
                                                 
33  Parties’ response to the Commission’s request for information RFI 12, question 37.4.  
34  Form CO, Annex 10, p age 10.  
35  Parties’ response to the Commission’s request for information RFI 13, questions 4 (savoury bread 
toppings), 9 (bread substitutes), 15 (taramasalata), 18 (olives), 22 (bite -size products).  
36  Parties’ response to the Commission’s request for in formation RFI 13, questions 4 (savoury bread 
toppings), 9 (bread substitutes), 15 (taramasalata), 18 (olives), 22 (bite -size products).  
37  Parties’ response to the Commission’s request for information RFI 13, questions 4 (savoury bread 
toppings), 9 (bread substitutes), 15 (taramasalata), 18 (olives), 22 (bite -size products).  
38  Parties’ response to the Commission’s request for information RFI 13, questions 4 (savoury bread 
toppings), 9 (bread substitutes), 15 (taramasalata), 18 (olives), 22 (bite -size produ cts). 
39  Form CO, paragraph 346 and parties’ response to the Commission’s request for information RFI 15, 
question 11.  
40  Form CO, paragraph 346, section on closeness of competition.  
41  Form CO, paragraph 346.  
 
 
7 Produce/Dole Food Company , the Commission e stablished that it was justified to 
define separate markets for organic bananas  and conventional products42, while in 
other cases  it left the market definition open43 or did not consider it necessary to 
define a separate product market for organic produce .44  
(28) As highlighted in the internal documents of the Parties, t he organic food market has 
been constantly growing: […].45 However, it is still small compared to the 
conventional food retail.46 Although the results of the market investigation in the 
present case suggest that organic and non -organic products are largely considered as 
alternatives,47 there are also indications that organic food products may belong to a 
separate market. First, organic products are generally sold at a premium price 
compared to conventi onal products.48 Second, in light of the  growing demand for 
organic products  and the increasing offer of organic versions of conventional 
products49, organic and conventional products could be seen more as complement s50, 
rather than substitutes, for retailers  supplying both product categories. Third, the 
presence of special retail outlets dedicated to organic food  (health food stores)  
indicates that from a demand side perspective, conventional and organic products are 
at least for some retailers not interchang eable. However, the Commission also 
considers that the degree of substitutability may differ depending on product 
category and change in time.  
(29) The main retail channels in France for retail of organic food products are 
conventional supermarkets and special ised health food stores. Based on the internal 
documents of the Parties, conventional retail stores have a share of approximately 
[40-50]% of all organic food retail, while [30-40]% of organic food sales go to 
health food stores.51 Organic food in conventio nal retail chains can be found either 
on the dedicated organic shelves, where most of the organic products are placed, or 
in a shelf together with conventional non -organic products , but clearly labelled as 
organic .52  
                                                 
42  See, for example, M.8829 – Total Produce/D ole Food Company , recital 37  (bananas).  
43  See, for example, M. 8150 – Danone/The Whitewave foods company, recitals 30, 35, 38 (yoghurt); M.6611 
– Arla Foods/Milk Link , recitals 9 -13 (milk);  M.6850 – Marine Harvest/Morpol , recital 62 (salmon 
products).  
44  See, for example, M.8829 – Total Produce/Dole Food Company , recital 179 (pineapples).  
45  Form CO, Annex 11, page  137. See also Form CO, annex 10, page 11.  
46  Form CO, annex 11, page 142: estimated that currently organic offer represents approx. [0 -5]% of 
conventional retailers market.  
47  Questionnaire Q1 customers , question 8 (smoked salmon), question 14 (vegetable toppings), and question 
17 (bite -size savoury food products).  
48 Form CO, annex 11 , page 34 9 et se q.; Parties’ response to the Commission’s reque st for information RFI 
12, questions 4 (savoury bread toppings), 9 (bread substitutes), 15 (taramasalata), 18 (olives), 22 (bite -size 
products), see also agreed  non -confidential minutes of a call of 7 June 2019 with a customer.  
49 Form CO, annex 10, page 1 5: considers France to be the fastest growing organic market, the growth 
triggered by the development of an organic offer in supermarkets and new stores opening in health food 
stores channel; Form CO annex 11: […].  
50  See agreed non -confidential minutes of  a call of 7 June 2019 with a customer submitting that an average 
customer is interested in organic and non -organic products; therefore the retail channel has to offer both of 
them.  
51  Form CO, annex 11, pages 140  and 142; the remaining [10 -20]% are attrib uted to “direct sales ” and 
“other” .  
52  Form CO, annex 11, page 151.  
 
 
8 (30) Health food stores compared to conventi onal retailers have a wider range of organic 
products offered at a premium price.53 Health food stores seek to differentiate from 
conventional retailers also by supplying different organic brands54 and developing 
their own organic private labels .55 For exampl e, Wessanen has brands dedicated to 
conventional retail outlets (e.g. Bjorg) and other for health food stores (e.g. 
Bonneterre).  A competitor explained that health food stores focus on different 
customers: conscious buyers of organic products tend to shop in specialised stores, 
while occasional consumers of organic products tend to choose products in the 
organic shelves of the conventional retail stores.56 Competitors responding to the 
Commission’s market investigation  indicated that it is not possible to co mpete 
effectively with the same brand in health food stores an d conventional retail 
outlets.57 While not necessarily applicable in all cases, to all products and brands, the 
results of the market investigation suggest that different brands tend to be offere d in 
HFS and conventional retail stores.58 As one customer explained: “No, brands are 
generally different (even if the supplier is the same) because consumer perceives 
organic shops as specialised organic outlets and does not expect to find the same 
brands as in conventional retail outlets ”59. A competitor also submitted: “Health 
food stores want dedicated brands and products in order to avoid competition based 
on prices  from supermarkets ”60. Accordingly, Wessanen has developed  two 
different brands  and differe nt marketing strategy for the supply to the two retail 
channels, which constitute different set of customers.   
(31) As a response to the growing demand for organic food products61, French retail 
chains are developing private label products to cover a broad range  of product 
categories and acquire existing or open new health food stores.62 It is expected that 
conventional retail chains will keep gaining market share,63 while health food store 
growth will slow down due to stronger competition.64 It is also considered t hat 
conventional retailers by enlarging their offer want to appeal to health food stores 
consumers and that this business model will blur the lines between the two retail 
channels and increase competition.65 While it is expected that organic food products 
                                                 
53  See for example, Form CO, annex 11, page 146 showing comparison for dairy alternatives and rice cakes . 
54  Questionnaire Q2 to competitors , question 26.1.  
55  Form CO, annex 11, page 15 5.  
56  Agreed non -confidential minutes of a  call of 20 May 2019 with a competitor.  
57  Questionnaire Q2 to competitors, question 26.  
58  Questionnaire Q1 to customers questions 25 and 25. 1, as one customer noted, for example, that one of its 
baby food brand s is distributed in both channels.   
59  Questionnaire to customers Q1  question 25 , French original reads : “Non, les marques sont généralement 
différentes (même si le fournisseur reste le même) car le consommateur identifie les magasins 
d’alimentation nature lle comme des spécialistes du bio et ne s’attend pas à retrouver les mêmes marques 
dans les circuits généralistes ”.  
60  Questionnaire Q2 to competitors, question 26.1. ; the French original reads:  “les magasins d'alimentation 
naturelle souhaitent des marque s et des produits dédiés afin d'éviter la concurrence au niveau des prix de 
la part des supermarchès ”.  
61  Parties’ response to the Commission’s request for information RFI 8, annex 8 […] , pages 31 and 143, and 
Form CO, annex 11, page 142: […].  
62  Form CO,  annex 11, page 142. For example, Casino group owns Naturalia HFS c hain.  
63  Form CO, annex 11, page 144.  
64  Parties’ response to the Commission’s request for information RFI 8,  annex 9 […] , p. 6 and p. 21, and 
Form CO, annex 11, page 143.  
65  Parties’ resp onse to the Commission’s request for information RFI 8,  annex 8 […] , pages 31 and 143.  
 
 
9 will play a larger role for conventional retailers, there is no indication that this will 
blur the distinction between the supply of organic and conventional food products.  
(32) Along these lines, Wessanen’s internal strategy documents explain:  […].66 […].67 
(33)  In light of the above considerations and taking account of the results of the market 
investigation, and given that the concentration would not raise serious doubts as to 
its compatibility with the internal market even under the narrowest plausible product 
market definition, the Commission will leave open the question whether organic and 
conventional food products belong to the same market . The Commission does not 
find that there are separate markets for the supply of organic products to 
conventional retail sto res and health food stores .  
3.2.3.  Secondary processed salmon  
(34) Secondary processed salmon includes the transformation of primary processed 
salmon into processed products, such as salmon portions, ready -made meals and 
smoked salmon.68 In relation to secondary proce ssed salmon, the Parties’ activities, 
which give rise to a  potentially  affected market , overlap in the supply of smoked 
salmon in France.69  
3.2.3.1.  Commission’s precedents  
(35) The Commission considered  in Marine Harvest/Morpol that the market for salmon 
farming and pr imary processing of salmon can be distinguished from the market for 
secondary processing of salmon .70 
(36) Moreover, the Commission suggested that organic salmon and non -organic salmon 
may belong to separate product markets , due notably to the substantial differ ences in 
price, even if the exact market definition was left open.71 
(37) As regards the possible distinction between the different types of secondary 
processed salmon, t he market investigation in Marine Harvest / Morpol suggested 
that smoked salmon is often use d as a festive product and is not consumed on the 
same occasion as fresh and frozen salmon.72 However, the Commission ultimately 
left the relevant product market definition open.73  
(38) As regards the relevant geographic market , the Commission considered  in Mari ne 
Harvest/ Morpol  that it could  not be excluded that the market for smoked salmon was 
national in scope .74 The Commission took into account  the different preferences and 
                                                 
66  Parties’ response to the Commission’s request for information RFI 8,  annex 9 […] , pages 6 and 21.  
67  Parties’ response to the Commission’s request for information R FI 8, annex 8 […] , pages 31 and143.. See 
also Questionnaires Q1 to customers, questions 24 -25 and Q2 to competitors, q uestions 24 -26. 
68  Case M.6850 – Marine Harvest/ Morpol , recital 20.  
69  Form CO, The combined market shares of the Parties for the supply o f smoked salmon in Belgium, Spain 
and Luxembourg would be below 20%; and for secondary processed fresh salmon in France, the 
combined market shares of the Parties would be below 5%.  
70  Case M.6850 – Marine Harvest/ Morpol , recitals 29 -34.  
71  Case M.6850 – Marine Harvest/ Morpol , recital  62. 
72  Case M.6850 – Marine Harvest/ Morpol , recital  66. 
73  Case M.6850 – Marine Harvest/ Morpol , recital  67. 
74  Case M.6850 – Marine Harvest/ Morpol , recitals  69-73.  
 
 
10 different roles played by brands at Member State level . However, the Commission 
left the exact geographic definition open as it would not have changed the outcome 
of the competitive assessment in t hat case.   
3.2.3.2.  The Parties’ view  
(39) The Parties argue  that there is a single  relevant market for the sale of secondary 
processed salmon products  and that  the market should not be further segment ed by 
processing type  or between organic and non -organic secondary processed salmon 
products.75 
(40) The Parties also submit that branded secondary processed salmon and private label 
products belong to the same market bec ause private label products carry different 
quality ranges in their assortments  and therefore exert competitive pressure on all 
types of branded products.76 Accordingly, suppliers of b randed products  need to take 
competitive pressure from private labels int o account when they determine strategy, 
pricing and marketing campaigns and vice versa .77 
(41) As regards geographic market definition, the Parties do not express their view but 
submit market data on the national market basis .78  
3.2.3.3.  The Commission’s assessment and c onclusion  
(42) On the one hand, t he results of the market investigation do not support the Parties’  
view that there is one single relevant market for secondary processed salmon. All 
respondents to the Commission’s market investigation have indicated that smoked  
salmon belongs to a different market than other secondary processed salmon 
products .79 A customer responding to the Commission’s request for information 
submitted : “Smoked salmon is considered as a festive product and not as a n 
everyday product suc h as prepared meal or fresh salmon ”.80  
(43) On the other hand, t he market investigation in the present case suggest s that organic 
smoked salmon and non -organic smoked salmon are largely considered by the 
Parties’ customers as alternatives.81  
(44) In light of the above consi derations and taking account of the results of the market 
investigation, and given that the concentration would not raise serious doubts as to 
its compatibility with the internal market even under the narrowest plausible product 
market definition, the Comm ission will leave open the question whether smoked 
salmon belongs to a separate market, and whether the distinction between organic 
and non -organic secondary processed salmon would be justified.  
                                                 
75  Form CO, paragraph 122.  
76  Form CO, paragraph 126.  
77  Form CO, paragraph 126.  
78  Form CO, paragraphs 125 -128. 
79  Questionnaire Q1 to customers, question  7; questionnaire Q2 to competitors, question 9; see also the 
decision of the French national competition authority of 31 October 2013, n 13 -DCC -157, paragraph 1 7, 
identifying that smoked salmon constitutes a distinct relevant product market.  
80  Questionnaire Q1 to customers, question 7.1. , « Le saumon fumé est considéré comme un produit festif et 
non un produit plus quotidien comme peut l’être le plat cuisiné ou  le saumon brut  ». 
81  Questionnaire Q1 to customers, question 8.  
 
 
11 (45) As regards the re levant geographic market , the market invest igation in the present 
case suggests  that the markets for smoked salmon and organic smoked salmon are 
national in scope.82 
3.2.4.  Secondary processed pelagic fish, in particular herring and mackerel  
(46) Mackerel , herring and sardines are pelagic fish.83 In relation to secondary processed 
pelagic fish, the Parties’ activities, which give rise to a potentially affected market, 
overlap in the supply of secondary processed herring and secondary processed 
mackerel in France.84  
(47) As regards secondary processed herring, PAI Part ners sell marinated and smoked 
herring sold in the chilled department of the retail store, while Wessanen only sells 
smoked herring sold in the chilled department of the retail store.85  
(48) As regards secondary processed mackerel, PAI Partners is active only i n the supply 
of smoked mackerel sold in the chilled department of the retail store, while 
Wessanen sells smoked mackerel and one canned mackerel product in France.86  
3.2.4.1.  Commission’s precedents  
(49) The Commission considered that secondary processing of pelagic fis h is a distinct 
market from primary processing and includes the transformation of primary 
processed pelagic fish into processed products, such as smoked fish and marinated 
fish.  
(50) Further, the Commission considered that the secondary processing of pelagic f ish 
could be segmented into separate markets according to pelagic fish species (i.e. 
mackerel, herring, sardines), since different species are processed with different 
production technology (smoking, marinating or canning) and because competitive 
condition s may differ for each species because of different supply quotas in the 
EEA .87  
(51) As regards the geographic dimension of the relevant market, the C ommission 
considered the national and the EEA dimension for the market of secondary 
processed pelagic fish.88  
3.2.4.2.  The Parties’ view  
(52) The Parties consider the relevant markets to be the market for (i) the sale of 
secondary processed herring products, and (ii) the sale of secondary processed 
                                                 
82  Questionnaire Q1 to customers, question 26.  
83  Form CO, paragraph 129.  
84  Form CO, paragraph 468: the parties are also active in the supply of tinned sardines in France and 
Belgium, howe ver, based on the Parties’ provided data, their combined market shares in this putative 
market in France would be below [0 -5]% and in Belgium in any event below [10 -20]% (due to limited 
sales, the Parties could not provide the total market estimate).  
85  Form CO, paragraph 427 and Annex 23.  
86  Form CO, paragraphs 440 -441. 
87  Case M.7035 – Austevoll Seafood/Kvefi/JV , recitals 13 -16, 23 and 36 .  
88  Case M.7035 – Austevoll Seafood/Kvefi/JV , recital 24.   
 
 
12 mackerel products .89 The Notifying Party submits that the relevant market defined 
by the specific species of pelagic fish does not need  to be further segmented  by 
processing type , because pelagic fish such as herring and mackerel can be prepared 
in different styles (e.g. cooked, marinated, and smoked), and can be sold in different 
packag ing (i.e. cans, plastic  packaging, glass jars, etc.).90 For example,  smoked 
herring packaged in cans exerts a competitive constraint on herring packaged in 
plastic containers and sold in the daily fresh department of retail stores . Since both 
products are  similar in terms of taste, texture and consumption occasion, they are 
substitutable from a consumer perspective.91 
(53) Further, the Notifying Party  submit s that private label  have a strong position on the 
market and referring to the same reasons as argued in rel ation to smoked salmon 
products consider that private label and branded products belong to the same 
market.92  
(54) By referring to  the Commission’s decisional practice  regarding secondary processed 
salmon , the Parties submit that the geographic market for secon dary processed 
herring and  mackerel products are national in scope  or EEA wide .93  
3.2.4.3.   The Commission’s assessment and conclusion  
(55) The results of the market investigation suggest that the distinction between the 
pelagic fish species is relevant. In particular, the Parties’ customers responding to 
the Commission’s request for information considered that secondary processed 
herring is different from secondary processed mackerel.94 For example, a customer 
submitted : “Herring is often consumed prepared or in brine, w hile mackerel is more 
often consumed in canned” .95  
(56) As regards the potential distinction by type of processing, the majority of customers 
and competitors who responded to the Commission’s request for information have 
submitted that canned herring or canned mackerel cannot be considered as 
alternatives for [fresh]96 smoked or marinated herring or mackerel respectively .97 As 
one customer explained : “Consumers do not  consider these products as potential 
alternatives, as they meet  different  needs. Canned products are intended  to be kept 
                                                 
89  Form CO, paragraph 136.  
90  Form CO, paragraph 136.  
91  Form CO, paragraph 137.  
92  Form CO, paragraph 140.  
93  Form CO, paragraph 135.  
94  Questionnaire Q1 to customers, question 9, questionnaire Q2 to competitors, question 9.  
95  Questionnair e Q1 to customers, question 9.1 , « Le hareng est souvent consommé saumuré  et préparé, 
tandis que le maquereau est plus souvent consommé en boîte de conserve  ». 
96  The question did not refer to fresh specifically, but the Commission considers that this can be deduced 
from the context of the question  and that respondents understo od it that way . 
97  Questionnaire Q1 to customers, questions 10 and  11, and agreed non -confidential minutes of a call of 7  
June 2019 with a customer.  
 
 
13 longer” .98 Moreover, as another customer submitted , there are differences in taste 
and positioning.99 
(57) In light of the above , the Commission will assess the likely effects of the 
concentration in relation to potentially relevant market s for secondary processed 
mackerel and secondary processed herring  sold in the chilled department of a retail 
store, which would be the narrowest plausible market definition, rather than on the 
broader market for secondary processed pelagic fish . However, for the purpose of 
this case, the exact product market definition can be left open as this would not 
change the outcome of the competitive assessment .  
(58) The market investigation in the present case suggest  that the markets for secondary 
processed herring pr oducts and secondary processed mackerel products  are national 
in scope.100 
3.2.5.  Savoury bread toppings, in particular vegetable -based savoury bread toppings and 
taramasalata  
(59) Both Parties are  active in the sale of savoury bread toppings  to retailers . Savoury 
bread toppings can include various vegetable spreads, seafood -based spreads and 
meat -based spreads.101  
(60) Wessanen, via its brands Bonneterre, Bjorg and Tartex102, sells fresh and ambient 
vegetable -based bread toppings (e.g. guacamole ) and one type of fish -based br ead 
topping (i.e. taramasalata  based on cod eggs).103 PAI Partners, via its brands Atelier 
Blini, Blini, Père Olive, and King Cuisine sells fresh vegetable -based (e.g. 
guacamole ) and fish -based (e.g. taramas alata ) bread toppings  but does not sell any 
ambient  savoury bread toppings .104 While Wessanen only offers branded products, 
PAI Partners supplies branded as well as private label savoury bread toppings.  
3.2.5.1.  Commission’s precedents  
(61) In its previous decision, the Commission considered that sweet spreadable products  
can be distinguished from savoury spreadable products, but left the market definition 
open.105 In Orkla/Rieber & Son106, the Commission mentioned  seafood -based 
savoury bread toppings  among the nationally affected markets .  
                                                 
98  Questionnaire Q1 to customers, questions 10.1 and 11.1 , « Les consommateurs ne considèrent pas ces 
produ its comme des alternatives possibles, ils répondent à des besoins différents. Les produits en 
conserve sont destinés à une conservation longue durée  ».  
99 Questionnaire Q1 to customers, questions 10.1 and 11.1.  
100  Questionnaire Q1 to customers, question 26 .  
101  There are small overlaps in sweet bread toppings (jams), but, based on the data provided by the Parties, 
there is no horizontal overlap where the combined market shares would be or exceed 20%; thus there is no 
affected market.  
102  Parties’ response t o the Commission’s request for information RFI 12, question s 18.3 and 21.  
103  Form CO, paragraphs 161 -162. 
104  Form CO, paragraphs 163 and 164.  
105  Case M. 2302 – Heinz/ CSM , recital  15 and Case M.7340 – Ferrero International/Oltan Group, recitals 
27-30. 
106  Case M.6753 – Orkla/Rieber & Son, recital  17. 
 
 
14 (62) As regards the geographic market,  the Commission has not previously considered 
the geographic dimension of the relevant market for savoury bread toppings. 
However, as regards the manufacturing and sale of sweet spreadable products , the 
Commission considered  that the market is at least nation al in scope, but ultimately 
left the exact geographic definition open.107 The Commission took into account  
differences in customers’ preferences and taste, and the conducting of negotiations 
on a national basis.  
3.2.5.2.  The Parties’ view  
(63) The Parties consider that  the relevant market for bread toppings can be segmented 
into two distinct markets: the sale of sweet bread toppings and savoury bread 
toppings. The Parties also submit that the market for savoury bread toppings could 
potentially be further segmented into (i ) seafood -based bread toppings; (ii) meat -
based bread toppings; and (iii) vegetable -based bread toppings.  
(64) As regards the vegetable -based spreads, the Parties submit that vegetable -based 
bread toppings include all different types of products such as hummus,  tapenades, 
vegetable spreads, guacamole.108 From a demand side perspective, customers that 
are looking for vegetable -based spreads to use as either appetisers, cocktail snacks or 
as part of a main course, will typically  consider the whole range of vegetable -based 
spreads largely substitutable.109 Similarly, from the supply -side perspective, the 
Parties submit that suppliers of vegetable -based bread toppings supply different 
types of vegetable spreads ranging from guacamole and hummus to vegetable 
mixes.110 The P arties submit that for the same reasons the further segmentation of 
seafood -food based bread toppings would be inappropriate.  
(65) Similarly, the Parties have provided market data for taramasalatas, which is the only 
seafood -based product on which they overlap,  while arguing that these should be 
part of a wider market for savoury seafood -based bread toppings such as fish 
spreads.111 
(66) In line with the Commission’s decisional practice, the Parties submit that the 
geographic market s for vegetable -based savoury bread t oppings and taramasalatas  
are national in scope.112  
3.2.5.3.  Commission’s assessment and conclusion  
(67) First, amongst  savoury bread  topping , the Commission investigated whether 
vegetables -, seafood - and meat -based savoury bread toppings should be 
distinguished.113 The re sults of the market investigation suggest that vegetables -
based savoury bread toppings may be considered to be a distinct market from 
                                                 
107  Case M.7340 – Ferrero International / Oltan Group , recitals 38 and 39.  
108  Form CO, paragraph 180.  
109  Form CO, paragraph 180.  
110  Form CO, paragraph 180.  
111  Form CO, paragraph 175.  
112  Form CO, paragraphs 177 -182. 
113  As noted above (60), the Parties activities leading to a putatively affected markets concern only vegetables 
and seafood based bread toppings.  
 
 
15 seafood - or meat -based savoury bread toppings .114 For example, a customer 
submitted: “They do not meet the same needs and co nsumers have different 
requirements depending on the products (vegetarian consumer s, religious faiths, 
etc”.115 The majority of customers who responded to the market investigation  
considered that different types of vegetable -based savoury bread toppings, suc h as 
guacamole, baba ganoush, tapenade, hummus , are all substitutes in terms of 
customers’ preference  and the occasion of the  consumption.116 
(68) Second, as regards vegetables -based savoury bread toppings, t he Commission 
considered whether they could be further segmented into organic and non -organic 
products, on the one hand, and fresh and ambient products, on the other hand.  
(69) The majority of customers who responded to the Commission’s request for 
information indicated that fresh and ambient savoury vegetables -based bread 
toppings cannot be considered substitutes  because of different demand in terms of 
consumption occasion : “Ambient spreads are for storage, they are used as a pantry 
item”.117 Another customer submitted that the two products are substitutes, however 
it also highlighted that ambient products are most often less expensive than fresh 
bread toppings.118 A competitor also explained that fresh bread toppings are 
produced differently from ambient products (“undergo different treatments”), are 
generally more exp ensive and respond to different consumer needs.119 
(70) As regards the potential segmentation into organic and non -organic vegetables -based 
savoury bread toppings, the market investigation results are not conclusive. While a 
majority of respondents to the Commiss ion’s request for information suggested that 
the two types of products can be considered as alternatives, some customers and 
competitors indicated the contrary.120 One customer explained: “These products are 
still mainly considered as alternatives but are be coming more and more different 
with the development of new ways of consumption (vegetarian consumers, religious 
faiths, etc.)” .121 
(71) In light of the above considerations and taking account of the results of the market 
investigation, and given that the concentr ation would not raise serious doubts as to 
                                                 
114  Questionnaire Q1 to customers, question 12. See also agreed  non-confidential minutes of a call of 20 May 
2019 with a competitor both suggesting that vegetables -based bread toppings could be considered in a 
larger market for aperitif snacks in light of the trend of consumers switching between animal -based 
proteins and vegetables -based products.  
115  Questionnaire Q1 to customers, question 12 , « ils ne répondent pas aux mêmes besoins et les 
consommateurs ont des exigences différentes selon les produits (consommateurs végétariens , confessions 
religieuses, etc)  ». 
116  Questionnaire Q1 to customers, question 12.2.  
117  French original reads: “Les produits à tartiner en conserve répondent à un besoin de stockage, ils sont 
davantage utilisés en tant que produit « fond de placard »” ; Questionnaire Q1 to customers, question 15.1  
118  Questionnaire Q1 to customers, question 15.1, agreed non -confidential minutes of a call of 21 May 2019 
with a competitor, and agreed non -confidential minutes of a call of 7  June 2019 with a customer.  
119  Agreed non -confidential minutes of a call of 20 Ma y 2019 with a competitor.  
120  Questionnaire Q1 to customers, question 14 , questionnaire Q2 to competitors, question 14 and agreed 
non-confidential minutes of a call of 7  June 2019 with a customer, agreed non -confidential minutes of a 
call of 20 May 2019 wi th a competitor.  
121  Questionnair e Q1 to customers Question 14.1, « Ces produits sont encore majoritairement des 
alternatives mais se distinguent de plus en plus avec le développement des nouvelles convictions 
(végétarien, vegan, alimentation "bio "…) ». 
 
 
16 its compatibility with the internal market even under the narrowest plausible product 
market definition, the Commission will leave open the question whether savoury 
vegetables -based bread toppings belong to a sepa rate market. Similarly, the 
Commission leaves the question open whether it would be justified  to distinguish 
between organic and non -organic vegetables -based bread toppings, on the one hand, 
and fresh and ambient, on the other.  
(72) Third , in relation to the s eafood -based savoury bread toppings, the results of the 
market investigation are not conclusive. Several customers considered that a specific 
product taramasalata  is not an alternative to other seafood - or vegetables -based 
savoury bread spreadable products .122 However, as one of these customers 
explained: “We consider that products of vegetable origin, regardless  of the 
vegetable, are alternatives” .123 Other cust omer  explained  that as long as the 
products are seafood -based they can be considered substitutes “when it regards fish -
based products”124, while another customer even indicated that taramasalata , other 
seafood - and vegetables -based products belong to  the same group of products 
because they serve the same need in terms of consumption occasion of the same 
consumption .125  
(73) In light of the above, the Commission will assess the likely effects of the 
concentration in relation to a putative market for taramasalatas, which would be the 
narrowest plausible market definition, rather than on the broader market for savou ry 
bread toppings or seafood -based bread toppings. However, f or the purpose of this 
case, the exact product market definition can be left open as this would not change 
the outcome of the competitive assessment .  
(74) As regards the geographic market definition,  the results of the  market investigation 
in the present case suggest  that the markets for vegetable s-based savoury bread 
toppings and taramasalatas are national in scope.126 
3.2.6.  Consumable olives  
(75) Consumable olives refer to the olives that can be consumed as an appetiser  or used 
in cooking , but that  cannot be used for the production of olive oil. These olives 
comprise different species and origins and may be stoned or destoned.  
(76) Both Wessanen and PAI Partners sell pre -packaged consumable olives in the retail 
chan nel. PAI Partners sells fresh private label and branded pre -packaged olives 
through a number  of Labeyrie Group brands, including Père Olive and King Cuisine , 
which are mainly sold to the conventional retail channel . Wessanen only sells 
ambient branded oliv es packaged in cans and glass containers, through its brands 
Bonneterre and Merza, which are exclusively sold to health food stores.127 The 
                                                 
122  Questionnaire Q1 to customers , question  13. 
123  Questionnaire Q1 to customers , question 13.1, « Nous considérons les produits d’origine végétale, quel 
que soit le végétal comme des alternatives entre elles. Les produits d’origine animal : idem  ». 
124  Questio nnaire Q1 to customers, question 13.1 , « lorsqu’il s’agit de produits à base de poisons ». 
125  Questionnaire Q1 to customers, question 13.1:  « Nous considérons que ces produits sont des alternatives, 
ils répondent aux mêmes besoins  ». 
126  Questionnaire Q1 to  customers, question 26 .  
127  Parties’ response to the Commission’s request for information RFI 12 , question 31.2.  
 
 
17 Parties’ activities, which give rise to a potentially affected market, overlap in the 
supply of pre -packaged consumabl e olives in France.128 
3.2.6.1.  Commission’s precedents  
(77) The Commission has not assessed in the past a market for consumable olives.  
3.2.6.2.  The Parties’ view  
(78) The Parties consider that the relevant product market comprises the sale of 
consumable olives in the retail channel , which is distinct from olives intended for the 
food services channel or the production of olive oil .129 They submit that it is not 
appropriate to retain any further segmentation based on the olives’ species, colour, 
taste, use or whether they are stoned or destoned.130 The Parties do not exclude that 
pre-packaged consumable olives (i.e. sold in plastic or glass containers) may 
compete and be substitutable with olives sold in bulk packaging in fresh counters of 
retail stores.131 
(79) The Parties propose to leave the e xact market definition open and have provided 
market data for a narrower potential segment for pre -packaged consumable olives.132 
As regards its geographic dimension, t he Parties submit that consumable olives  are 
at least national in scope  but potentially br oader , given in particular that the level of 
perishability of consumable olives is lower than other fresh products .133 
3.2.6.3.  Commission’s assessment and conclusion  
(80) A majority of market participants who responded to the market investigation 
indicated that pre -packe d consumable olives are considered as distinct from other 
savoury food products such as savoury bread toppings and bite -size savoury food 
products.134 Moreover, while two competitors indicated that pre -packaged 
consumable olives and consumable olives sold in  bulk packaging for sale in fresh 
counters are distinct products, customers unanimously indicated they both types are 
interchangeable.135 While competitors’ views were mixed, a  majority of customers 
indicated that different types of olives based on varieties , colours,  tastes  or stoned vs 
destoned are substitutable.136 While two competitors indicated that fresh and ambient 
pre-packaged consumable olives are distinct, a maj ority of customers considered 
them as substitutable.137 
                                                 
128  Form CO, paragraph 488: The combined market shares of the Parties for the supply of pre -packaged, 
consumable olives in the Netherlands woul d be below 20%.  
129  Form CO, paragraph 152.  
130  Form CO, paragraph 15 3. 
131  Form CO, paragraph 154.  
132  Form CO, paragraphs 157 and 158.  
133  Form CO, paragraph 151.  
134  Questionnaire Q1 to customers, question 19 and Questionnaire Q2 to competitors, question  19. 
135  Questionnaire Q1 to customers, question 20 and Questionnaire Q2 to competitors, question 20.  
136  Questionnaire Q1 to customers, question 21 and Questionnaire Q2 to competitors, question 21.  
137  Questionnaire Q1 to customers, question 22 and Questionnaire Q2 to competitors, question 22.  
 
 
18 (81) As regards the geographic market defi nition , a vast majority of customers who 
responded to the market investigation indicated that the market for consumable 
olives is national in scope.138 
(82) In light of the above considerations and taking account of the results of the market 
investigation, and gi ven that the concentration would not raise serious doubts as to 
its compatibility with the internal market even under the narrowest product market 
definition, the Commission will leave open the question whether consumable olives 
belong to a separate market , whether it includes consumable olives sold in bulk 
packaging for sale in fresh counters  and whether the distinction between organic and 
non-organic , fresh and ambient  would be justified  
3.2.7.  Bite-size savoury food products  
3.2.7.1.  Commission’s precedents  
(83) Both PAI Pa rtners and Wessanen sell bite -size savoury food. PAI Partners – through 
its brands Blini, L’Atelier Blini and Père Olive – sells mixed anti -pasti, stuffed 
peppers, involtini, chilled falafel bites, accras, böreks, samosas and rikakats, 
keftedes and cheese bites. Wessanen sells through its brand Bjorg ambient falafel 
bites, vegetable bouchées, peppers, roasted and marinated bell peppers and sundried 
tomatoes. The Parties’ activities, which give rise to a potentially affected market, 
overlap in the supply of bite-size savoury food products in France.139 
(84) The Commission has not assessed in the past a market specifically concern ing the 
bite-size savoury food products  sold by the Parties.  
(85) However, the Commission has previously considered a market for savoury snacks  
that includes chips/crisps, extruded and corn -based products, nuts, salty biscuits and 
other salty snacks.140 In that precedent , the Commission found strong indications that 
the relevant product market was at least as wide as all nut snacks and some 
indicat ions that it may be as wide as all savoury snacks  and left open the exact 
product market definition.141 
(86) As regards the geographic dimension, the Commission previously considered that 
the market for savoury snacks  could be national in scope , but ultimately le ft the 
exact geographic definition open .142 The Commission took into account differences 
in price and in taste’s preferences, and the fact that the snack foods business is 
organised, operates , and is directed at a national level.   
3.2.7.2.  The Parties’ view  
(87) The Parti es consider that no sub -segmentation should be made between different 
bite-size savoury snacks.143 In this regard, t he Parties submit that this market is 
heterogeneous and characterised by a wide variety of food products (for instance, 
                                                 
138  Questionnaire Q1 to customers, question 26.  
139  Form CO, paragraph 4543 et seq. .  
140  Case JV.32 - Granaria/Ültje  / Intersnack/May Holding , recitals 17 -27.  
141  Case JV.32 - Granaria/Ültje  / Intersnack /May Holding , recital 27. 
142  Case IV/M.232 - Pepsico/General Mills , recitals 12 and 13.   
143  Form CO, paragraph 193.  
 
 
19 falafel bites, kefta, involtini, stuffed peppers or other snacks) that  can serve the same 
consumption occasions.144 
3.2.7.3.  Commission’s assessment and conclusion  
(88) A majority of the market participants who responded to the market investigation 
indicated that bite -size savoury food product s represent a product market separate 
from other food products, where the following products are considered as mutually 
substitutable: falafel bites, accras, keftedes, böreks, samosas, rikakats, arancini, 
sundried tomatoes, cheese bites, fish balls, bahaji s, pakoras, cocktail sausages, mini 
burgers, cheese balls, vegetable bouchées, mini quiches .145  
(89) Moreover, a majority of these customers also considered that organic and non -
organic, as well as fresh and ambient bite -size savoury food products are 
substituta ble.146 Competit ors, on the other hand, mainly indicated that these 
categories lead to different products responding to different needs.147 
(90) As regards the geographic market definition, a vast majority of customers who 
responded to the market investigation indi cated that the market for bite-size savoury 
snacks is national in scope.148  
(91) In light of the above considerations and taking account of the results of the market 
investigation, and given that the concentration would not raise serious doubts as to 
its compati bility with the internal market even under the narrowest plausible product 
market definition, the Commission will leave open the question whether bite-size 
savoury food products  belong to a separate market. Similarly, the Commission 
leaves the question ope n whether it would be justified  to distinguish between organic 
and non -organic bite -size savoury food products, on the one hand, and chilled and 
ambient, on the other.  
3.2.8.  Bread substitutes  
(92) Bread substitutes include a variety of differentiated products, such a s extruded bread, 
crisp rolls, bread sticks, crackers and rusks.  Wessanen, through brands Bjorg, 
Bonneterre, and Krisproll149, supplies bread substitutes such as rice waffles, 
breadsticks, toasted bread, and crackers to conventional retail stores and health food 
stores. PAI Partners, through Labeyrie Group, and its brands Labeyrie and L’atelier 
Blini, supplies breadsticks, crackers and toasts, grissini. However, the main product 
                                                 
144  Form CO, paragraph 1 91. 
145  Questionnaires Q1 to customers, questions  16 and 16.2, and Questionnaire Q2 to compet itors, questions 
16 and 16.2 . 
146  Questionnaire Q1 to customers, questions  17 and 18.  
147  Questionnaire Q2 to competitors, questions 17 and 18.  
148  Questionnaire Q1 to customers, question 26.  
149  Exclusive distribution license in France.  
 
 
20 in this category supplied by PAI Partners is blini.150 In relation to bread substit utes, 
the Parties’ activities give rise to a potentially affected market in France .151 
3.2.8.1.  Commission’s precedents  
(93) The Commission has previously considered  the market for bakery products and its 
further segmentations in (i) fresh bread, (ii) industrial and pre -packaged bread, (iii) 
bread substitutes, (iv) cakes, and (v) morning goods.152 The Commission  considered 
that these products, including bread substitutes, may constitute separate product 
markets, but ultimately left the market definition open.153 
(94) As regards bre ad substitutes, t he Commission considered that this market could be 
further subdivided into as many markets as product types belonging to this category. 
In particular, the Commission considered a separate product market for crisp bread, 
but ultimately left the market definition open .154 
(95) The Commission has previously noted that industrial bakery sector has different 
distribution structures depending  whether customers are active in the retail sector or 
in the food service sector (hotels, restaurants, fast -food outlets, sandwich shops, 
canteens hospitals, schools, etc.). The Commission ultimately left open the exact 
product market definition.155 
(96) In previous cases , the Commission has considered that the relevant geographic 
market for bakery products was national in scope .156 
3.2.8.2.  The Parties’ view  
(97) The Parties submit that there is one single rel evant market for bakery products , 
which can  be further segmented into  the markets for (i) fresh bread ; (ii) bread 
substitutes ; and (iii) bake -off products.157  
(98) The Parties suggest that blini could be included in the category of bread substitutes 
because they serve a similar purpose to crackers, toaster or other appetitive bread 
substitutes.158 As regards crepes, the Parties note that a lthough crepes and blinis may 
appear to have similar ch aracteristics, they differ in terms of ingredients, texture, 
                                                 
150  Form CO, paragraphs 78 -81. 
151  Form CO, paragraph 393: the Parties  also have limited sales of bread substitutes in Belgium and 
Luxembourg; however, they estimate that their combined market share in any of these countries would be 
below 20%.  
152  Case M.6891 – Agrofert/Lieken , recital 6; case M.6430 – Oaktree/Panrico , recital 11-19; case M.5286 – 
Lion Capital/Foodvest , recital  12; and case M.2817 – Barilla/BPL/Kamps, recital  11. 
153  Case M.6891 – Agrofert/Lieken , recital  9; case M.6430 – Oaktree/Panrico , recital  13, 15, 17 and 19; case 
M.5286 – Lion Capital/Foodvest, recital  12 and 15; and case M.2817 – Barilla/BPL/Kamps, recitals 11 
and 15.  
154  Case M .2817 – Barilla/BPL/Kamps , recitals 13-15. 
155  Case M.6891 – Agrofert/Lieken , recital 6; case M.6430 – Oaktree/Panrico , recitals 16-17; and case 
M.5286 – Lion Capital/Foodvest , recital 13. 
156  Case M.6430 – Oaktree/Panrico , recital 22  and Case M.5286 – Lion Capital/Foodvest , recital  16. 
157  Form CO, paragraph 94 .  
158  Form CO, paragraph 95 and  97. 
 
 
21 size, taste and the serving/consumption occasions .159 As regards plausible market 
segmentation by product type, the Parties submit that toasts and crackers should be 
considered together.160  
(99) The Part ies agree that for bakery products geographic market is national in scope.161 
3.2.8.3.  Commission’s assessment and conclusion  
(100)  The Commission does not have evidence to depart from its previous precedents . 
Therefore , for the purposes of this case, the Commission will c onsider the market for 
the sale of bread substitutes to the retail channel162 in France , as well as plausible 
segment  by specific product group , such as galettes, toasts and crackers .  
(101)  However, the exact market definition can be left open as the notified Tra nsaction 
would  not raise doubts as to its compatibility with the internal market under any 
plausible market definition.163  
3.3. Supply  of beverages  
(102)  The Transaction gives rise to a vertical link between Refresco’s upstream activities 
in the production and bottlin g of non-alcoholic beverages (“ NABs ”) and Wessanen’s 
downstream sales of different types of NABs.164 
3.3.1.  Upstream  production and bottling of NABs  
3.3.1.1.  Commission’s precedents  
(103)  The production and bottling of NABs for either private label or branded products 
comprises t he making and packaging of a drink for a retailer or brand owner.  
(104)  The Commission has previously considered that the production and bottling of 
carbonated soft drinks (“ CSDs ”) and non-carbonated soft drinks (“ NCSDs ”) 
constitute two separate product markets.165 The Commission has not address ed in the 
past further potential segmentations within CSDs.  
(105)   Within NCSDs, the Commission has considered that water and ready -to-drink 
(“RTD”) teas belong to separate product markets.166 The Commission has 
                                                 
159  Form CO, paragraphs 98, 101. The Parties explain that crepes can be consumed both as  a meal (e.g. ‘crepe 
Bretonne’) or as a desert or a sweet snack.  
160  Form CO, paragraph 100.  
161  Form CO, paragraph 94.  
162  The Parties submit that there is no overlap in the supply of bread substitutes, or any other product 
discussed in the Form CO, to the f ood service channel; Parties’ response to the Commission’s request for 
information RFI 14, question 1.  
163  The Commission notes that the horizontal overlap in relation to other specific products (i.e. crepes and 
blini, gingerbread and bake off products) do not give rise to an affected market, because the Parties 
confirmed that their combined market share in any of these products would be below 20% (Table 15, 
Form C O). 
164  There is no affected horizontal market in the sale of NABs, as the combined market share s regarding 
horizontal overlaps in any plausible market for beverages is below 20% (Form CO, annex 23 (revised 21 
August 2019)).  
165  Case M.6924 – Refresco Group/Pride Foods , recital 15.  
166  Case M.6924 – Refresco Group/Pride Foods , recital  23. 
 
 
22 considered further p otential segmentations within NCSDs (namely fruit juices, 
energy and sport drinks), but ultimately left this question open.167 Moreover, t he 
Commission has distinguished in the past separate product markets according to (i) 
the type of packaging (between car ton and aseptic PET); and (ii) the production 
process (between aseptic and non -aseptic, as well as between ambient and chilled). 
The Commission considered that it is not relevant to different between sizes of 
packaging.168 
(106)  The Commission has previously consi dered that the production and bottling of 
private label NCSDs for retailers and the contract manufacturing of branded NCSDs 
for brand -owners belong to separate product markets.169 
(107)  As regards the geographic dimension, the Commission previously considered that  
the bottling of NCSDs is national in scope, with imports exerting a competitive 
constraint.170 
3.3.1.2.  The Parties’ view  
(108)  The Parties propose a number of deviations from the Commission’s previous 
practice. First, the Parties argue that it is not appropriate to segme nt the market into 
NCSDs and CSDs.171 Second, the Parties submit that it is not appropriate to 
distinguish between the bottling of organic and non -organic NABs.172 Third, the 
Parties argue that a distinction between chilled and ambient drinks – which was 
retained by the Commission in the past when assessing NCSDs – is not relevant for 
CSDs.173 Fourth , the Parties argue that it is not appropriate to distinguish between 
private label bottling and contract manufacturing bottling.174 A competitor of the 
Parties has lar gely supported these views.175 
(109)  The Parties submit that the geographic market for the upstream production and 
bottling of NABs is broader than national in scope, and at least EEA -wide.176 
3.3.1.3.  Commission’s assessment and conclusion  
(110)  In addition to the potential marke t segmentations considered in previous cases , the 
Commission inquired in the present  case whether a segmentation between the 
production and bottling of organic and non -organic NABs is appropriate. The Parties 
have contest ed this view and argue d that bottle rs can use the same production line 
for the bottling of organic and non -organic drinks without considerable investments, 
                                                 
167  Case M.69 24 – Refresco Group/Pride Foods , recital  15. 
168  Case M.6924 – Refresco Group/Pride Foods , recital  29. 
169  Case M.6924 – Refresco Group/Pride Foods , recital  45. 
170  Case M.6924 – Refresco Group/Pride Foods , recital  50. 
171  Form CO, paragraph 282.  
172  Form CO, p aragraph 305.  
173  Form CO, paragraph 307.  
174  Form CO, paragraph 308.  
175  Agreed non -confidential minutes of a call of 16 July 2019 with a competitor, paragraphs 7 -13. 
176  Form CO, paragraph 310.  
 
 
23 costs or interruptions of their production processes.177 A competitor of the Parties 
has supported this view in pre -notification.178 
(111)  Respon ses to the market investigation were mixed as to whether most companies 
active in the production and bottling of beverages are able to and actively supply 
organic NABs.179 While a customer expressed that it “is aware of producers/bottlers 
that offer both org anic and non -organic [NABs]  as part of their product portfolio” , 
another customer noted that, in their opinion, “producers of private label products 
are not able to accommodate for both production of organic and non -organic 
products” .180 A large number of ma rket participants indicated that the main 
difference between the production and bottling of organic and non -organic NABs 
relates to the fact that the manufacturers are required to obtain a specific certification 
for organic production.181 
(112)  In relation to priv ate label and contract manufacturing of NABs, a majority of 
competitors indicated that suppliers active exclusively in the bottling of private label 
NABs to retailers are able to start contract manufacturing for brand owners swiftly 
and without significant  costs.182 The opposite is also true according to these 
competitors: suppliers active exclusively in the contract manufacturing of NABs are 
able to start contract manufacturing private labels for brand owners swiftly and 
without significant costs.183 
(113)  The marke t investigation suggest s that the market for the production and bottling of 
NABs is national in scope. A majority of competitors responding to the market 
investigation indicated that brand owners’ tenders for the procurement of NABs are 
mostly national and  that, when they participate in these, they mainly sell the product 
in the same country as the plant where they manufacture it.184 Moreover, a majority 
of competitors also indicated that prices differ significantly among EEA countries 
for contract manufactur ing of branded NABs and that transport costs represent a 
significant part of the final price of the NABs they contract manufacture.185 
(114)  For the purposes of this case, the precise product market definition can be left open 
as even under the narrowest possible market definition for the production and 
bottling of NABs no serious concerns arise  as to the compatibility of the 
concentration  with the internal market as regards the vertical relationship between 
the upstream production and bottling of NABs and the down stream sale of NABs.  
(115)  Moreover, it can be left open whether the market for the production and bottling of 
NABs is national in scope or broader, as even under the narrowest possible market 
definition no serious concerns arise  as to the compatibility of the c oncentration with 
the internal market as regards the vertical relationship between the upstream 
production and bottling of NABs and the downstream sale of NABs.  
                                                 
177  Form CO, paragraph 669.  
178  Agreed non -confidential minutes of  a call of 16 July 2019 with a competitor , paragraphs 8 and 9.  
179  Questionnaire Q3a and Q3b to customers, question 7.  
180  Questionnaire Q3a and Q3b to customers, question 7.  
181  Questionnaire Q3a and Q3b to customers, question 7 and Q4a, Q4b and Q4c to compe titors, question 14.  
182  Questionnaire Q3a and Q3b to customers, question 12.  
183  Questionnaire Q3a and Q3b to customers, question 13.  
184  Questionnaires Q4a, Q4b and Q4c to competitors, questions 15 and 16.  
185  Questionnaires Q4a, Q4b and Q4c to competitors, questions 17 and 18.  
 
 
24 3.3.2.  Sale of NABs  
3.3.2.1.  Commission’s precedents  
(116)  The sale of NABs includes a large variety of drinks, juice s, waters, teas and other 
non-alcoholic beverages.  
(117)  The Commission previously considered that CSDs and NCSDs constitute two 
separate product markets. Within NCSDs, the Commission considered 
segmentations into packaged water, fruit juices, RTD teas and energ y and sports 
drinks, but ultimately left the segmentation open.186 Regarding fruit juices, the 
Commission considered that orange juice is a separate product market from other 
fruit juices187 and – while it ultimately left this question open – that orange juice  
could be segmented into not -from -concentrate (“NFC”) orange juice and from -
concentrate (“FC”) orange juice.188 Within CSDs, the Commission previously 
established a distinction between cola -flavoured and non -cola-flavoured CSDs.189 
Moreover, the Commission con sidered, but ultimately left open, further 
segmentations between the sale of private label and branded products and between 
the on -trade and off -trade channels.190 
(118)  As regards the geographic dimension of the relevant market, the Commission 
previously consider ed that the relevant geographic markets for NABs were national 
in scope.191 The Commission took into account differences in consumption patterns, 
logistics and distribution networks, as well as marketing strategies.  
3.3.2.2.  The Parties’ view  
(119)  The Parties consider, c ontrary to the Commission’s previous practice, that all NABs 
constitute a single product market with no further segmentations.192 
(120)  In line with the Commission’s decisional practice, the Parties submit that the 
geographic market for the sale of NABs  is nationa l in scope.193  
3.3.2.3.  Commission’s assessment and conclusion  
(121)  As explained in recital (110)  above, in addition to the potential market 
segmentations considered in previous cases,  the Commission inquired in the  present  
case whether a segm entation between organic and non -organic NABs is appropriate.  
In this regard, a  majority of customers responding to the market investigation 
indicated that organic and non -organic NABs are significantly different in terms of 
demand, prices or brands from t he perspective of their customers.194 
                                                 
186  Case M.8244 – Coca -Cola Company/Coca -Cola HBC/Neptuno Vandenys , recital 18.  
187  Case M.5907 – Votorantim/Fischer/JV , recital 104.  
188  Case M.5907 – Votorantim/Fischer/JV , recital 132.  
189  Case M.7057 – Suntory/GlaxoSmithKline (Ribena &  Lucozade Soft Drinks Business) , recital 8.  
190  Case M.7057 – Suntory/GlaxoSmithKline (Ribena & Lucozade Soft Drinks Business) , recitals 23 -25. 
191  Case M.8244 – Coca -Cola Company / Coca -Cola HBC / Neptuno Vandenys, recital  25.  
192  Form CO, paragraph 249.  
193  Form CO, paragraphs 125 -128. 
194  Questionnaire Q3a and Q3b to customers, question 6.  
 
 
25 (122)  For the purposes of this case, the precise market definition can be left open as even 
under the narrowest possible market definition for the sale of NABs no serious 
concerns arise  as to the compatibility of the concentra tion with the internal market as 
regards the vertical relationship between the upstream production and bottling of 
NABs and the downstream sale of NABs.  
4. COMPETITIVE ASSESSMEN T 
4.1. Legal framework  
(123)  Article 2 of the Merger Regulation requires the Commission to ex amine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they would significantly impede effective competition in the internal market 
or in a substantial part of it.  
(124)  The Commission Guidelines on the assessment of  horizontal mergers under the 
Merger Regulation (the "Horizontal Merger Guidelines") distinguish two main ways 
in which mergers between actual or potential competitors on the same relevant 
market may significantly impede effective competition, namely non -coordinated 
effects and coordinated effects.195  
(125)  Non-coordinated effects may significantly impede effective competition by 
eliminating the competitive constraint imposed by one merging party on the other, as 
a result of which the merged entity would have incr eased market power without 
resorting to coordinated behaviour. According to recital (25) of the preamble of the 
Merger Regulation, a significant impediment to effective competition can result 
from the anticompetitive effects of a concentration even if the merged entity would 
not have a dominant position on the market concerned. In this regard, the Horizontal 
Merger Guidelines consider not only the direct loss of competition between the 
merging firms, but also the reduction in competitive pressure on non -merging firms 
in the same market that could be brought about by the merger.196  
(126)  Indeed, the Horizontal Merger Guidelines list a number of factors which may 
influence whether or not significant non -coordinated effects are likely to result from 
a merger, such as the large market shares of the merging firms, the fact that the 
merging firms are close competitors, the limited possibilities for customers to switch 
suppliers, or the fact that the merger would eliminate an important competitive force. 
Not all of these f actors need to be present for significant non -coordinated effects to 
be likely. The list of factors, each of which is not necessarily decisive in its own 
right, is also not an exhaustive list.197  
(127)  In addition, the Commission Guidelines on the assessment of n on-horizontal mergers 
under the Merger Regulation (the "Non -Horizontal Merger Guidelines") distinguish 
                                                 
195 OJ C 31, 05.02.2004, p. 5.  The remainder of this decision focuses on non -coordinated effects.  
196  Horizontal Merger Guidelines, paragraphs 24 -38.  
197  Horizontal Merger Gu idelines, paragraphs 24 -38. 
 
 
26 between two main ways in which vertical mergers may significantly impede 
effective competition, namely input foreclosure and customer foreclosure.198  
(128)  For a transaction to raise input foreclosure competition concerns, the merged entity 
must have a significant degree of market power upstream.199 In assessing the 
likelihood of an anticompetitive input foreclosure strategy, the Commission has to 
examine whether ( i) the merged entity would have the ability to substantially 
foreclose access to inputs ; (ii) whether it would have the incentive to do so; and (iii) 
whether a foreclosure strategy would have a significant detrimental effect on 
competition downstream.200 
(129)  For a transaction to raise customer foreclosure competition concerns, the merged 
entity must be an important customer with a significant degree of market power in 
the downstream market.201 In assessing the likelihood of an anticompetitive 
customer foreclosure s trategy, the Commission has to examine whether  (i) the 
merged entity would have the ability to foreclose access to downstream markets by 
reducing its purchases from upstream rivals; (ii) whether it would have the incentive 
to do so ; and (iii) whether a for eclosure strategy would have a significant detrimental 
effect on consumers in the downstream market.202  
4.2. Horizontal non -coordinated effects  
(130)  Based on the market share data submitted by the Parties, t he Transaction would give 
rise to the following relevant ho rizontally affected markets in France:  secondary 
processed smoked salmon (Section 4.2.2 ), secondary processed herring (Section 
4.2.3 ), secondary processed mackerel (Section 4.2.4 ), pre -packaged consumable 
olives (Section 4.2.5 ), savoury bread toppings (vegetables - and seafood  based ) 
(Section 4.2.5 ), bite -size savoury snacks (Section 4.2.9 ) and bread substitutes 
(Section 4.2.10 ).  
4.2.1.  Overview of m arket shares in the affected product markets in France  
(131)  Table 1 below  shows the market shares of the Parties and their main  competitor s in 
all affected product markets (or segme nts) in France.  
 
  
                                                 
198  OJ L 24, 29.1.2004, p. 1.  
199  Non-horizontal Merger Guidelines, paragraph 35.  
200  Non-horizontal Merger Guidelines, paragraph 32.  
201  Non-horizontal  Merger Guidelines, paragraph 61.  
202  Non-horizontal Merger  Guidelines, paragrap h 59.  
 
 
27 Table 1 – Value  market shares in 2018  in France   
Product  PAI Partners  Wessanen  Combined  Main  competitor203 
Smoked salmon  Branded: [20-30]% 
Private label: [5-
10]% 
Total:  [30-40]% [0-5]% [30-40[% Delpeyrat : [5-10]% 
Private labels: [50-60]%204 
Secondary 
processed herring  Branded: [20-30]% 
Private label: [30-
40]% 
Total: [60-70]% [0-5]% [60-70]% Baltic : [0-5]% 
Private labels:  [40-50]%205 
Secondary 
processed mackerel  Branded: [30-40]% 
Private label: [10-
20]% 
Total:  [40-50]% [0-5]% [40-50]% Nordland : [10-20]% 
Private labels: [10-20]%206 
Savoury vegetable 
bread toppings  Branded: [50-60]% 
Private label: [20-
30]% 
Total:  [70-80]% [0-5]% [70-80]% Cruscana : [0-5]% 
Private labels: [30-40]%207 
Taramasalata  Branded and private 
label: [70-80]% [0-5]% [70-80]% N/A 
Pre-packaged 
consumable olives  Branded: [10-20]% 
Private label: : [10 -
20]% 
Total:  [20-30]% [0-5]% [20-30]% Croc’Frais : [40-50]% 
Private labels: [10-20]%208 
Bite-size savoury 
snacks  Branded and private 
label: [20-30]% [0-5]% [30-40]% N/A 
Bread substitutes 
(branded only)  [5-10]% [10-20]% [20-30]% Mondelez: [30-40]%209  
Source:  Form  CO, Annex 23  (revised 21 August 2019)  and Parties ’ response to RFI 10  
(132)  As regards the potentially relevant markets for smoked salmon, secondary processe d 
herring, secondary processed mackerel,  fresh savoury vegetables -based bread 
toppings,  taramasalata and olives , the Parties submit  that Wessanen’s market shares 
are overestimated because of the methodology applied for calculation of the total 
market size.210 The Parties explain that for this purpose they used the IRI211 
estimates, which are based on sales t o consumers at the retail level, include the retail 
                                                 
203  Reference to private label includes also the private label sales of PAI Partners, Form CO, annex 23 
(revised 21 August 2019), methodology description, leading thereby to a double counting . However, 
based on the data provided by the Parties, the Co mmission also calculated a breakdown for each product.  
204  Of which, [10 -20]% PAI Partners; [80 -90]% other competitors.  
205  Of which, [90 -100]% PAI Partners; [5 -10]% other competitors.  
206  Of which, [90 -100]% PAI Partners; [0 -5]% other competitors.  
207  Of whic h, [60 -70]% PAI Partners; [30 -40]% other competitors.  
208  Of which, [60 -70]% PAI Partners; [30 -40]% other competitors.  
209  Parties’ data based on IRI report for 2018  for the market of bread substitutes, which includes toasts, 
galettes and crackers, krisproll s, pain grillé, extruded bread and rusks and excludes blini, Mondelez owns 
brands Heudebert (market share of [10 -20]%), Pelletier ([5 -10]%), and Cracotte ([5 -10]%); Parties 
response to the Commission’s request for information RFI 10, question 4.1.  
210  Form CO, annex 23  (revised 21 August 2019), methodology section.  
211  Information Resources Incorporated (IRI) is  a market research company headquartered in the U.S. , which 
provides clients with consumer, shopper, and retail market intelligence and analysis focus ed on the 
consumer packaged goods (CPG) industry.  
 
 
28 margin and value added tax (VAT) ..212 Notably, the IRI estimates include only the 
sales to conventional re tail stores ( hyper - and super markets, including proxy stores) 
and exclude sales to health food stores .213 While Wessanen supplies above specified 
products exclusively to health food stores, the total market size provided by the IRI 
estimates does not reflect  this (i.e. the sales by competitors in health food stores are 
not reflected in the total market size) . The Parties also submit that Wessanen ’s sales  
provided for each of the product markets considered include sales of all relevant 
brands to all retail sal es channels based on net invoice data .214  
(133)  This means that the total market size including both conventional and health food 
stores is larger than the market size reported in the IRI estimates . Given that for each 
relevant product category Wessanen’s market shares have been estimated by taking 
into account all its sales at net invoice level and adding a comparable retail margin 
and the VAT215 and the fact that PAI Partners do not have sales into HFS , 
consequently , the Parties combined market shares are overesti mated. As considered 
in recital (29), the internal documents of the Parties estimate that , overall,  [40-50]% 
of organic food sales are made in conventional retail stores and [30-40]% in the 
health food stores.  However, these pro portions are likely to vary from product to 
product, and the Parties have been unable to estimate in a reliable manner the total 
size of organic food sales to HFS on a product basis.216 Therefore , only sales to 
conventional retail stores , where the IRI estim ates are more precise, were considered  
to calculate the total market size , with the result that the market shares of Wessanen 
are overestimated . As it has not been possible to obtain figures that are more precise 
during the market investigation, the Commis sion will base its assessment on the 
figures in Table 1, noting however that they correspond to a worst -case scenario.  
4.2.2.  Smoked salmon  
(134)  Based on the market share data submitted by the Parties217, the combined market 
shares of the Parties in value terms in 2018  were [30-40]% (P AI Partners: [30-40]%; 
Wessanen: [0-5]%). Other suppliers of smoked salmon in France are Delpeyrat with 
a share in value terms of [5-10]%, Kritsen with a share of [0-5]% and  Petit Navire 
with a share of [0-5]%. If only the segment of brand ed smoked salmon was 
                                                 
212  The Parties submit that industry reports, such as IRI, are the most reliable sources for market data in the 
consumer goods sectors; Form CO, paragraph 342 and  annex 23  (revised 21 August 2019).  
213  Form CO, annex 23  (revised 21 August 2019).  
214  Parties’ response to the Commission’s request for information RFI 12, questions 1.1 (smoked salmon), 8.1 
(secondary processed herring) 34.1, 13.1 (secondary processed mackerel), 18.1 (savoury spreadables), 
23.1 (br ead substitutes), 31.1 (pre -packed consumable olives) and 34.1 (bite -size savoury food products).  
215  Form CO, annex 23  (revised 21 August 2019); Parties response to the Commission’s request for 
information RFI 13, questions 1.1 (smoked salmon), 8.1 (second ary processed herring), 13.1 (secondary 
processed mackerel, question 18.1 (vegetables and seafood based bread toppings), question 23.1 (bread 
substitutes), question 31.1 (olives), question 34.1 (bite -size food).  
216  The same document also indicates, for exa mple, that distribution of seafood and frozen organic food , 
which likely includes smoked salmon, secondary processed herring and mackerel  are distributed to  [80-
90]% to conventional retail stores, and [10-20]% to HFS; savou ry grocery , which likely includes  savoury 
bread toppings and bite -size products,  [50-60]% conventional retail stores and [40-50]% HFS.  However, 
the Parties were not able to estimate the total size of sales t o the HFS  and organic food market for each 
relevant product category. Form CO, ann ex 11, page 142 ; Parties’ reply to the Commission’s request for 
information RFI 15, questions 7 -9. 
217  Form CO, annex 23 (revised 21 August 2019).  
 
 
29 considered, the combined market share s of the Parties in value terms in 2018 would 
be [50-60]% (PAI Partners:  [50-60]%; Wessanen: [0-5]%).218 
(135)  If potentially relevant segment for organic smoked salmon (branded and private 
labels included)  in France in 2018 was considered, the combined market shares of 
the parties would be  [30-40]% (PAI  Partners: [30-40]%; Wessanen: [0-5]%), 
however the increment remains very low. Other suppliers of organic smoked salmon 
in conventional retail stores in Fra nce are Kritsen with a share in value terms of [5-
10]% and Delpeyrat with a market share of [0-5]%, among others, while  the private 
label products share in the organic smoked salmon segment was [40-50]%. In 
addition, other suppliers active in HFS include, among others, Herens , Compagnie 
du saumon Guyader Gastronomie219, and Olsen .220 
(136)  Given that both Parties sell only branded organic smoked salmon,221 the 
Commission also considered that the combined market shares of the parties in 2018 
in branded organic smoked sa lmon were [60-70]% (PAI Partners : [60-70]%, 
Wessanen:  [0-5]%). The Commission also notes that private labels have a large 
share of the organic smoked salmon segment ( [40-50]%) and that it cannot be 
excluded that private label products would exert competiti ve pressure on branded 
products, which could also have an effect on the capacity utilisation of the branded 
product supplier. For example, a PAI Partners’ internal document, though not 
specifically referring to organic smoked salmon, notes: “ […]”.222  
(137)  Given the negligible increment in market share (which is likely to be overestimated 
as explained in recital (116)  above ) brought by Wessanen under any plausible 
market segmentation, the Commission considers that the concentration  will not 
substantially modify the market structure for smoked salmon in France.   
(138)  Further, the Parties focus on different retail outlets  for the supply of smoked salmon 
products, which  indicates that the Parties are not the close st competitors. Wessanen 
does no t supply the conventional retail stores223 and is only present in health food 
stores , whereas PAI Partners sells into conventional retail stores and is not present in 
health food stores.224 As mentioned in recital s (29) to (32), the different retail outlets 
imply that the Parties face different customers for the supply of their products and 
develop outlet -specific brand and pricing  strategies.  
                                                 
218  Form CO, annex 23 (revised 21 August 2019), table A2.  
219  Distributed also in the conventional retail store s and sells both organic and non -organic; Parties response 
to the Commission’s request for information RFI 15, question 1.  
220  Offers conventional and organic salmon products; Parties response to the Commission’s request for 
information RFI 15, question 1.  
221  Form CO, annex 23  and Parties’ response to the Commission’s request for information RFI 12, question 
4.1. 
222  Parties’ response to the Commission’s request for information RFI 10, annex 15, page 5; see also Parties’ 
response to the Commission’s request f or information RFI 12, paragraph 85.  
223 Parties’ response to the Commission’s request for information RFI 12, question 7: the Parties submitted 
that u ntil 2018  Wessanen  sold only canned salmon products via its brand Bjorg  in conventional retail 
stores  in France. Though these products  did not specifically concern smoked salmon, it indicates that 
Wessanen withdrew from the secondary processed salmon segment related to the supply in conventional 
retail stores.   
224  Parties’ response to the Commission’s request for information RFI  12, questions 1.2 (PAI Partners) and 
34.2 (Wessanen) . 
 
 
30 (139)  The results of the market investigation also indicate that the Parties are not  the 
close st competitors. None of the customers having responded to the market 
investigation has identified Wessanen as the closest competitor  to PAI Partners.225 
When asked about the closest competitors  to Wessanen, none of the customers 
having responded to the market investigation who operate health food stores has 
identified P AI Partners among competitors for organic smoked salmon .226 As 
regards customers operating conventional retail stores, the majority among them  
who responded to the market  investigation claimed that they are not aware of 
Wessanen offering smoked salmon products in France.227 
(140)  Overall, during the market investigation the view s on the impact of the concentration 
expressed by customers were  mixed  for each of the product markets c onsidered .228 A 
majority of the customers who responded to the market investigation and expressed 
an opinion indicated that they do not expect the Transaction to have any effect on 
prices  in most of the considered product markets .229 The customers mainly expla ined 
that there would be no impact because Wessanen is not present on those markets: 
“No impact because  Wessanen is not active on this market.230 Similarly , other 
customer s submitted:  “Not the same markets, rather complementary products231 or 
“No change/ We ar e not aware about the fresh products supplied by 
Wessanen ”.232 However, a few customers of PAI Partners submitted that the prices 
might  increase following the Transaction across all groups of products. One of these 
customer s explained, for example, that ther e are already few suppliers in France and 
that the Transaction will make entry by rivals more difficult.233  
(141)  The market investigation results discussed above in recital (140)  apply  to smoked 
salmon. Specifically, in relation to th e secondary processed fish products, including 
the smoked salmon, one customer even suggested that  prices may decrease.234 
(142)  The Commission considered whether absent the Transaction it would have been 
likely that Wessanen  enters and develops its offer  of smoke d salmon products  into 
the conventional retail stores  or significantly expands its current activities .  
                                                 
225  Questionnaire Q1 to customers, question 30.  
226  Questionnaire Q1 to customers, question 29.  
227  Questionnaire Q1 to customers , questions 29 and 30. However, when asked about the clo sest competitors 
to Wessanen, one customer identified PAI Partners as the closest competitor to Wessanen.  
228  Questionnaire Q1 to customers considered : Smoked salmon, secondary processed herring, secondary 
processed mackerel, consumable olives, vegetables -based bread toppings, taramasalata, bite -size savoury 
food products.  
229  Questionnaire Q1 to customers, question 36.  For slightly different results of the market investigation see 
sections 4.2.5  and 4.2.8 . 
230  Questionnaire Q1 to customers, questions 35 and 36, the French original reads: “Pas d’impact car 
Wessanen n’est pas présent sur ce marché ”. 
231  Questionnaire Q1 to customers, question 36, the French original reads: “Pas les même marchés, il s’agit 
de complémentarité ”. 
232  Questionnaire Q1 to customers, question 36, the French original reads: “Pas de changement/Nous ne 
connaissons pas les produits frais proposés à la vente par Wessanen ”. 
233  Questionnaire Q1 to customers, question s 35 and 36.  
234  However,  the customer also noted that the quality of the organic smoked salmon might decrease too. The 
customer  explained that the decrease in quality would occur at the expense of other small s uppliers that 
focus on quality; Questionnaire Q1 to customers  question s 35, 36 and 39.  
 
 
31 (143)  First, the entry into conventional stores may not be easy, as it would require 
significant investment in marketing and sufficient capacity to serve the conven tional 
retail channel volumes. For example, one customer  representing a conventional retail 
channel  explained that switching suppliers for smoked salmon and organic smoked 
salmon would not be easy be cause of brand loyalty of its customers and the cap acity 
of the supplier to provide the necessary volumes.235 While Wessanen has sales in 
organic smoked salmon only, it can be questioned whether it could effectively enter 
the conventional retail stores with a limited product range. The market shares data 
provided by the Parties indicate that majority of suppliers present in the overall 
smoked salmon market are also listed for organic smoked salmon.236 This is the case 
for PAI Partners, Delpeyrat and Kritsen. Notably, with the exception of PAI 
Partners, other co mpetitors’ share of organic smoked salmon concerns only a small 
share of their total estimated sales of smoked salmon.237 Secondly, as the Parties 
explained, Wessanen does not consider its activities related to fish products, 
including smoked salmon, to be o ne of the core categories , […].238 Thirdly, t he 
respondents to the market investigation also suggested that it was  not likely  that 
Wessanen would enter conventional retail stores .239 In the light of the above, t he 
Commission considers that the entry or expansi on of Wessanen in relation to supply 
of smoked salmon products in France  is thus not likely.  
(144)  Based on the above  considerations and in the light of the results of the market 
investigation , the Commission considers that the concentration would not raise 
serious doubts as to its compatibility with the internal market as regards the Parties’ 
activities in France in the putative market for the supply of smoked salmon.  
4.2.3.  Secondary processed herring  
(145)  PAI Partners supply marinated and smoked herring sold in the daily  fresh 
department of the conventional retail stores (fresh chilled products as opposed to 
canned products).240 Wessanen through its brand Bonneterre sells only branded 
smoked herring in the daily fresh department of health food stores.241 
(146)  Further to the consid erations in recitals (132)  to (133) , the Commission considers the 
Parties ’ submitted market share data for secondary processed herring which includes 
branded and private label marinated and smoked her ring sold in daily fresh 
department ( chilled  as opposed to canned herring or herring packaged in glass 
containers)  of the retail stores . Based on this data, the combined market shares of the 
Parties in value terms in 2018 is [60-70]% (PAI Partners: [60-70]%; Wessanen: [0-
5]%). Other suppliers of secondary processed herring in France are Baltic with a 
share in value terms of [0-5]%, La Mere Angot with a share of [0-5]%, Est Friture 
with a share of [0-5]%, among others, while the share of private label produc ts is 
                                                 
235  Questionnaire Q1 to customers, question 33 . 
236  Form CO, Annex 23, tables A1bis and B1bis.  
237  For example, Delpeyrat is estimated to have sales in 2018 of the value of […], whereas organic smoked 
salmon was only […]; similarly, for Krits en – […] for smoked salmon overall and organic smoked salmon 
respectively.  
238  Form CO, annex 20, refer s to “seafood”  category . See also Parties’ response to the Commission’s request 
for information RFI 12, questions 2.2, 7: […].  
239  Questionnaire Q1 to cus tomers, question 31, and questionnaire Q2 to competitors, question 32.  
240  Form C O, paragraph 427.  
241  Form CO, paragraph 438 . 
 
 
32 [40-50]%.242 If only the segment of branded secondary processed chilled  herring was 
considered, the combined market share of the Parties in value terms in 2018 would 
be [50-60]% (PAI Partners: [50-60]%; Wessanen: [0-5]%). Specifically for the HFS , 
the following companies , among others,  are active in the supply of secondary 
processed herring : Herens, Olsen , and La Sablaise .243  
(147)  If potentially relevant segment of branded chilled smoked herring in France was 
considered, the combined market shares of the part ies would be  slightly higher – 
[70-80]% (PAI Partners: [70-80]%; Wessanen: [0-5]%), however the increment 
remains very low.244 There are significant competitors providing branded smoked 
herring in France, for example Mere Angot and JC David.245  
(148)  The Commission  considers that given the negligible increment of below 1% (which 
is likely overestimated as explained in recital s (132)  to (133)  in market share brought 
by Wessanen, including under the narrowest pla usible market segmentation, the 
Transaction will not substantially modify the market structure for secondary 
processed herring in France.   
(149)  Furthermore , the Commission considers that the Parties are not the closest 
competitors. First , the Parties serve diff erent retail outlets  and thus supply different 
customers with differentiated brands and develop outlet specific marketing 
strategies. As mentioned in recital (145) , PAI Partners sells secondary processed 
herring only in the conv entional retail stores and Wessanen only in HFS.   
(150)  Second, the Parties explained that their secondary processed herring products could 
be further differentiated in relation to price.246 The secondary processed herring 
products sold by PAI Partners, through it s brand Delpierre, have a mid -range price 
position in the conventional retail stores , and generally have a lower price position 
than Wessanen’s products.247 Since pelagic fish such as herring is not farmed, the 
distinction between organic and non -organic is not relevant as it is for smoked 
salmon.248 Pelagic fish products may still carry the label for sustainable fishery.249 
While it appears that secondary processed herring products of both Parties carry that 
label250, Wessanen’s products still have a premium price  position because it  is 
distribut ed through health food stores.251 
(151)  The Parties also provided information on private label products. It appears that the 
difference in price between private label products and branded products of PAI 
Partners is smaller than be tween the branded products of the Parties.  The 
                                                 
242  Form CO, annex 23 (revised 21 August 2019), table A1, if PAI Partners’ supplies were excluded, the 
share of private label would  be [5 -10]%.  
243  Parties response to the Commission’s request for information RFI 15, question 1.  
244  Form CO, annex 23 (revised 21 August 2019), table B.  
245  Form CO, paragraph 434 .  
246  Form CO, paragraph 439.  
247  […]  
248  Parties’ response to the Commission ’s request for information  RFI 12, question 36.   
249  “MSC”, which is controlled by the Marine Stewardship Council ; Parties’ response to the Commission’s 
request for information RFI 12, question 17.  
250  See for Wessanen: https://www.bonneterre.fr/produit/filets -de-harengs -doux -bio, and for PAI: 
https://www.delpierre.com/nos -produits/rayons/frais.php  (last accessed  on 22 August 2019).  
251  Parties’ response to the Commission’s request for information RFI  12, question 36.  
 
 
33 Commission considers that it further indicates the differentiation between the Parties 
offering and the different competitive dynamic in conventional retail stores 
compared to HFS.  
(152)  Third, the range of the Part ies’ portfolios of smoked herring is also different. While 
Wessanen has only one product of smoked herring,252 the PAI Partners’ portfolio in 
this category is larger and includes several types of smoked herring.  
(153)  In line with the assessment in recitals (149)  to (152) , the results of the market 
investigation suggest  that the Parties are not the close st competitors . None of the 
customers having responded to the market investigation has identified Wessanen a s 
closest competitor to PAI Partners nor mentioned Wessanen as their potential 
supplier  for secondary processed herring .253 In addition, several  respondents to the 
Commission’s market investigation representing conventional retail outlets 
submitted not to be  aware that Wessanen carries these products.254 
(154)  The Commission also considered whether absent the Transaction it would have been 
likely that Wessanen  enters and develops its offer into the conventional retail stores. 
Similarly, as analysed  in the recital (143)  in relation to smoked salmon, the entry 
into conventional stores for secondary processed herring may not be easy, as it 
would require sufficient capacity to serve the conventional retail channel volumes. 
For example, the customer  representing a conventional retail channel  explained that 
switching suppliers for secondary processed herring, as for smoked salmon, would 
not be easy be cause of brand loyalty of its customers and the capacity of the supplier 
to provide the necessary volumes.255 Wessanen has only limited sales of secondary 
processed herring256 and), given that sales in the HFS generate higher revenues 
because of higher prices, suppliers active only in HFS would unlikely have  an 
incentive to switch to conventional retail st ores. As regards Wessanen’s expansion 
plans, t he Parties explained that Wessanen does not consider its activities related to 
fish products, including secondary processed herring, to be one of the core 
categories , and, as its internal documents suggest, […].257  
(155)  The respondents to the market investigation also suggested that Wessanen’s  entry 
into conventional retail stores is not likely.258 In light of the above considerations,  
the Commission considers that the entry or expansion of Wessanen in relation to 
suppl y of secondary processed herring products in France is thus not likely.  
(156)  The market investigation results discussed above in recital (140)  apply to secondary 
processed herring. Specifically, in relation to the secondary processed  fish products, 
                                                 
252  Parties’ response to the Commission’s request for information RFI 12, question 12.  
253  Questionnaire Q1 to customers, questions 27 and 30,  however,  one customer identified PAI Partners as the 
closest competitor to Wessanen;  and questionnaire Q2 to competitors, question 29.  
254  Questionnaire Q1 to customers, questions 31 and 32, and questionnaire Q2 to competitors, questions 32 
and 33.  
255  Questionnair e Q1 to customers, question 33 . 
256  Compared to the sales value of other eleven reported market players in the conventional retail channel, 
even if Wessanen’s sales to both conventional retail stores and HFS were taken into account, Wessanen 
would be second  smallest market participant  followed only by Dutriaux  estimated to have sales of […] 
(compared to […]  of Wessanen ); Form CO, Annex 23, Table A1bis.   
257  Form CO, annex 20,  and Parties’ response to the Commission’s request for information RFI 15  
258  Question naire Q1 to customers, question 31, and questionnaire Q2 to competitors, question 32.  
 
 
34 including the secondary processed herring, one customer even suggested that  prices 
may decrease.259 There  were no further substantiated concerns emerging during the 
market investigation with regard to the supply of secondary processed herring  in 
France.  
(157)   Based on the above considerations and in the light of the results of the market 
investigation, the Commission considers that the concentration would not raise 
serious doubts as to its compatibility with the internal market as regards the Parti es’ 
activities in France in the putative market for the supply of secondary processed 
herring.  
4.2.4.  Secondary processed mackerel  
(158)   In France, PAI Partners supply branded (and to a very limited extent – private label) 
smoked mackerel in the daily fresh departmen t of the retail store ( fresh  products as 
opposed to canned products).260 Wessanen sells only branded smoked mackerel in 
the daily fresh department of health food stores .261  
(159)  Further to the considerations in recitals (132)  to (133) , the Commission considers the 
market share data  submitted by the Parties  for secondary processed mackerel which 
includes branded and private label smoked mackerel sold in the fresh daily 
department ( chilled as opposed to canned mackerel or mackerel packaged in glass 
containers). Based on this data, t he Parties’  combined market share in terms of value 
in 2018 are [40-50]% (PAI Partners: [40-50]%; Wessanen: [0-5]%). Other suppliers 
of smoked  mackerel sold in the fresh daily departme nt in France are Nordland with a 
share in value terms  of [10-20]%, Pecheur d’Islande [5-10]%, No brand [0-5]%, 
among others.262 If only the segment of branded smoke d mackerel  was considered, 
the combined market share s of the Parties in value terms in 2018 wo uld be [40-50]% 
(PAI Partners: [30-40]%; Wessanen: [0-5]%).263 Specifically for the HFS , the 
following companies , among others,  are active in the supply of secondary processed 
mackerel : Herens, Olsen, and Safa.264  
(160)  Given the low increment in market share (whic h is likely to be overestimated as 
explained in recital  (132)  brought by Wessanen, the Transaction  will not 
substantially modify the market structure fo r secondary processed mackerel in 
France.  
(161)  Furthermore, the C ommission considers that the Parties are not the closest 
competitors. First, the Parties serve different retail outlets  and thus supply different 
customers with differentiated brands and develop outlet specific marketing 
strategies. As mentioned in recital  (158) , PAI Partners sells smoked mackerel only in 
the conventional retail stores and Wessanen only in HFS.  
                                                 
259  However, the customer also noted that the Transaction  would not have any impact because of limited 
sales; Questionnaire Q1 to customers  questions 35 and 36.  
260  Form C O, paragraph 440.  
261  Form CO, paragraph 438.  
262  Form CO, annex 23 (revised 21 August 2019), table A1bis; Parties’ response to the Commission’s request 
for information RFI 13, question 24.  
263  Form CO, annex 23 (revised 21 August 2019), table A2.  
264  Parties response to the Commission’s request for information RFI 15, question 1.  
 
 
35 (162)  Second, t he Parties explained that secondary processed mackerel products could be 
differentiated in relation to price.265 Smoked mackerel sold by PAI Partners, through 
its brand Delpierre, have a mid -range price position in the market, and have a lower 
pricing position as Wessanen’s products .266 Since pelagic fish such as mackerel  is 
not farmed, the distinction between organic  and non -organic is not relevant as it is 
for smoked salmon. However, Wessanen’s products still have a premium price 
position because it has a more sustainable brand image267 and is sold in HFS.  
(163)  In line with the assessment in recitals (161)  to (162) , the results of the market 
investigation suggest that the Parties are not the close st competitors.268 None of the 
customers having responded to the market investigation has ident ified Wessanen as 
closest competitor to PAI Partners nor mentioned Wessanen as their potential 
supplier.269 In addition, several respondents to the Commission’s market 
investigation representing conventional retail outlets submitted not to be aware that 
Wess anen carries these products.270 
(164)  Furthermore, the Commission notes that the market share data submitted by the 
Parties suggest that PAI Partners covers all the demand for private label products 
and significant part of branded products.271 Hence, for PAI Partner s the two 
segments are important  because its capacity utilisation and sales depend on supply of 
both types of products. While other suppliers of branded products could potentially 
start offering private label products272, in particular since it appears that the price 
difference between private label and branded products is small,273 the Commission 
does not have sufficient elements to conclude whether private label products exert 
competitive constraint on the branded products . Nonetheless,  if private label 
produ cts and branded products were not part of the same market, the overlap would 
only occur on the branded segment and the combined market share would be 
decreased .274 
(165)  The Commission also considered whether absent the Transaction it would have been 
likely that Wessanen  enters and develops its offer into the conventional retail stores.  
                                                 
265  Parties’ response to the Commission’s request for information RFI 12, question 17.  
266  Parties’ response to the Commission’s request for information RFI  12, question 17, more sustai nable 
fishing practices and carry the label for sustainable fishery, which is often associated with the organic 
label.  
267  “MSC”, which is controlled by the Marine Stewardship Council ; Parties’ response to the Commission’s 
request for information RFI 12, qu estion 17.  
268  Questionnaire  Q1 to customers, question s 29 and  33. 
269  Questionnaire Q1 to customers, questions 28 and 30; however, one customer identified PAI Partners as 
the closest competitor to Wessanen (question 29).  
270  Questionnaire Q1 to customers, qu estion 31, and questionnaire Q2 to competitors, question 32.  
271  Form CO, annex 23  (revised 21 August 2019), table A1.bis.  
272  Parties reply to the Commission’s request for information RFI 12, question 37.4 stated that  it is 
uncommon for any manufacturer to focus exclusively on private label products . 
273  Parties reply to the Commission’s request for information RFI 12, table 2; see also Questionnaire Q1 to 
customers, question 5 where one customer explained, for products like secondary processed herring or 
mackerel, which are less marketed, there is no difference in customers’ perception regarding private label 
products and branded products . 
274  Form CO, Annex 23, Table A2, the combined market share of the Parties in branded segment would be 
[40-50]%.  
 
 
36 (166)  Similarly, as analysed in the recital (143)  in relation to smoked salmon, the entry 
into conventional stores for secondary processed mackerel may not be  easy, as it 
would require sufficient capacity to serve the conventional retail channel volumes. 
For example, the customer  representing a conventional retail channel  explained that 
switching suppliers for secondary processed mackerel, as for smoked salmon and 
secondary processed herring, would not be easy be cause of brand loyalty of its 
customers and the capacity of the supplier to provide the necessary volumes.275 
Based on the market share data provided by the Parties, Wessanen would be second 
smallest suppl ier of the conventional retail (followed only by “No brand”) .276 
However, given that sales in the HFS generate higher revenues because of higher 
prices, suppliers active in HFS only, as it is the case for Wessanen, would unlikely 
have an incentive to switch to conventional retail stores. As regards Wessanen’s 
expansion plans, t he Parties explained that Wessanen does not consider its activities 
related to fish products, including secondary processed mackerel , to be one of the 
core categories and, as its intern al documents suggest,  […].277 Furthermore, t he 
respondents to the market investigation also suggested  that such entry is not 
likely.278 
(167)  The market investigation results discussed above in recital (140)  apply to secondary 
processed m ackerel. Specifically, in relation to the secondary processed fish 
products, including the secondary processed mackerel, one customer even suggested 
that prices may decrease.279 There  were no further substantiated concerns emerging 
during the market investig ation with regard to the supply of secondary processed 
mackerel in France.  
(168)  Based on the above considerations and in the light of the results of the market 
investigation, the Commission considers that the concentration would not raise 
serious doubts as to i ts compatibility with the internal market as regards the Parties’ 
activities in France in the market for the supply of secondary processed mackerel.  
4.2.5.  Savoury bread toppings  
(169)  For the purposes of this Decision, the Commission will consider the likely effects of 
the Transaction on the following plausible market delineation : (i) fresh vegetables -
based bread toppings and (ii) taramasalata , which is the only fish-based savoury 
bread topping for which the Parties have overlapping activities . This market 
delineation  represents the narrowest plausible market definition and the same 
reasoning would apply under any other plausible market definition.  
                                                 
275  Questio nnaire Q1 to customers, question 33 , while the majority indicated that switching for this product 
category would not be difficult.  
276  Compared to the sales value of other four reported market players in the conventional retail channel, even 
if Wessanen’s sales to both conventional retail stores and HFS stores were taken into account,  Wessanen 
would be second smallest market participant followed only by No brand estimated to have sales of […] 
(compared to […] of Wessanen); Form CO, Annex 23, Table A1bis.  
277  Form CO, annex 20, and Parties’ response to the Commission’s request for information RFI 15.  
278  Questionnaire Q1 to customers, question 31.  
279  However, the customer also noted that the Transaction would not have any impact because of limited 
sales; Ques tionnaire Q1 to customers  questions 35 and 36.  
 
 
37 4.2.6.  Vegetables -based bread toppings  
(170)  Wessanen , through its brand Bonneterre, sells fresh vegetable s-based bread toppings 
to HF S. Wessanen also supplies branded ambient vegetables -based bread toppings to 
HFS and to conventional retail stores.280 PAI Partners supplies branded and private 
label fresh vegetables -based bread toppings to conventional retail stores.281  
(171)  The Parties provided  market share data for savoury vegetables -based bread toppings. 
As a preliminary remark, the Parties explained that estimation of the total market 
size includes only fresh vegetables -based toppings and does not include canned or 
packaged in jar containers products having longer shelf life. The Parties’ activities 
overlap only in fresh vegetables -based bread toppings in France.  
(172)  Second,  the Parties argue d that market shares they have provided overstate their 
positions because the vegetables -based bread toppi ngs should include larger group 
of products than they sell and which was used to estimate the size of the total 
market. 282  
(173)  Third, further to the considerations in  recital (132) , the total market estimation s for 
overall and organ ic283 fresh vegetables -based bread toppings  include only the sales 
to conventional retail stores  and does not reflect the sales of competitors in the HFS. 
As regards fresh vegetables -based bread toppings, Wessanen is only active in  HFS.  
(174)   Based on this data,  the Parties’ combined market share in terms of value in 2018 are 
[70-80]% (PAI Partners: [70-80]%; Wessanen : [0-5]%284). Other suppliers of fresh 
vegetables -based bread toppings in  France are Cruscana with a share in value terms 
of [0-5]%, Yarden [0-5]%, Mayaane [0-5]%, among others.285 If only the potentially 
relevant segment of branded fresh vegetable s-based bread  toppings  was considered, 
the combined market share of the Parties in value terms in 2018 would be [80-90]% 
(PAI Partners: [80-90]%; Wessanen: [0-5]%).286 Specifically for the HFS , the 
following companies , among others,  are active in the supply of savoury vegetables 
based bread toppings : Senfas and Primeal.287  
(175)  If a putative segment of the organic fresh vegetables -based bread toppings was 
considered  (branded and private labels) , the combined market shares of the Parties 
would be [40-50]% (PAI Partners: [40-50]%, Wessanen: [0-5]%).288  
                                                 
280  Parties’ response to the Commission’s request for information RFI 12, question 18; Form CO, paragraphs 
161-162. 
281  Form CO, paragraphs 163 and 164.  
282  Form CO, paragraph 176  include only fresh guacamole , hummus, olive tapenades, tzatzi ki, ktipiti and 
moutabal . They submit that the market for vegetable -based bread toppings  should include a range of other 
vegetable spreads, such as sundried tomato tapenade and exotic spreads such as muhammara or raita . 
283  Parties’ response to the Commission’s request for information RFI 13, question 2.  
284  Parties’ response to the Commission’s request for information RFI  12, question 18.3.  
285  Form CO, annex 23 (revised 21 August 2019), table B1bis.  
286  Form CO, annex 23 (revised  21 August 2019), table B2; Parties’ response to the Commission’s request for 
information RFI 12, question 18.3.  
287  Both sell ambient vegetables -based bread toppings; Parties response to the Commission’s request for 
information RFI 15, question 1.  
288  Parties’ response to the Commission’s request for information RFI 12, question 18.3  and RFI 13, question 
2. 
 
 
38 (176)  The Parties provided an estimation of Wessanen’s market share if all of its sales 
related to vegetables -based bread toppings  (fresh and ambient) were considered  and 
compared to the total market estimate for fresh vegetables -based bread toppings sold 
to conventional retail stores . In that case, Wessanen ’s total sales of vegetables -based 
bread toppings would correspond to  [0-5]% market share in the market for branded 
fresh vegetables -based bread toppings.289  
(177)  Notably, the major part of Wessanen’s sales concerns ambient vegetables -based 
bread toppings.  
(178)  In addition to a very small increment  in market share (which is likely to be 
overestimated as explained in recitals (170)  to (173)  above)  as regards the supply of 
fresh savoury vegetables based bread toppings , the Commission considers that the 
concentration will not substantially modify the market structure for fresh vegetables -
based bread toppings in France.  While the addition in market share  is larger  if 
Wessanen's total sales of vegetables -based bread toppings is considered , the 
Commission notes that this is due to the fact that  the major part of Wessanen’s sales 
concern ambient vegetables -based bread toppings .290 However, the Commission 
does not consider that this larger increment suggests that it is more likely that the 
Transaction would give rise to competition concerns because it would not be  an 
accurate reflection of the competitive situation of the Parties even if broader overall 
market for vegetables -based bread toppings was considered.  
(179)  Furthermore, the Commission considers that the Parties are not the closest 
competitors. Fi rst, the Parties serve different retail outlets  and thus supply different 
customers with differentiated brands and develop outlet specific marketing 
strategies. As mentioned in recital (170), PAI Partners sells fresh vegetables -based 
bread toppings only in the conventional retail stores and Wessanen only in HFS.  
(180)  Second , the Parties focus on different types of products. Notably, the major part of 
Wessanen’s sales concerns ambient vegetables -based bread toppings  […] of savoury 
vege tables -based bread toppings concerns fresh products. Whereas, PAI Partners 
only sells fresh bread toppings.  
(181)  As regards, the  difference between fresh and ambient, the Commission recalls that 
the results of the market investigation suggest that fresh and amb ient products are 
not substitutes (see recital (69)).  
(182)  As one customer explained  the difference between Wessanen’s products (Bjorg 
brand) and PAI Partners (Labeyrie group) : “Bjorg supplies long life products while 
Labeyrie suppl ies fresh products“ .291 Furthermore, the products  that the Parties 
supply to  the conventional retail channel do not compete for the space on the same 
shelf:  fresh bread toppings of PAI Partners are sold in the refrigerated counters, 
while ambient products ar e placed on different shelves in the grocery store.  
                                                 
289  Form CO, annex 23 (revised 21 August 2019), table B1bis.  
290  Over [ …]% of Wessanen’s total sales of s avoury vegetable bread toppings in France corresp onds to 
ambient products , Parties’ response to the Commission’s request for information RFI 12, paragraph 44.  
291  French original reads: “ Bjorg propose des produits de longue conservation, tandis que Labeyrie propose 
des produits frais  : il ne s ’agit pas de s mêmes catégories de produits  ”; Questionnai re Q1 to customers, 
question 29  ; other customers provided similar explanations Questionnaire Q1 to customers, questions 28 
and 35 . 
 
 
39 (183)  Third, Wessanen’s products are exclusively organic, whereas the share of organic 
products in PAI Partners portfolio of fresh vegetables -based bread toppings is [0-
50]%.292  
(184)  In light of the above , the Commi ssion considers that Wessanen does not  exert a  
significant  competitive constraint on PAI Partners for the conventional retail channel 
because of different product offering.  
(185)  Furthermore, t he market share data submitted by the Parties indicate that PAI 
Partners serve a large part of demand  for the supply of fresh vegetables -based bread 
toppings . The Commission also considered the likely competitive pressure exerted 
by private label products. Although PAI Partners deliver […] of the private label 
supplies, th ere are also other suppliers of private labels  (see  
  
                                                 
292  Parties’ response to the Commission’s request for information RFI 13, questi on 1.  
 
 
40 (187)  Table 1). In addition, other suppliers of branded products could potentially start 
offering private label products .293 Furthermore, the results of the market 
investi gation also suggested that  private label products seem to exert competitive 
pressure on branded products. For example, some customers representing the 
conventional retail chains have indicated that closest competitor to PAI Partners are 
private label produ cts.294 Accordingly, t he Commission considers that it cannot be 
excluded that private label products exert certain competitive pressure on the 
branded products.  
(188)  As regards switching of suppliers, the majority of customers who responded to the 
Commission’s re quest for information indicated that they could easily and without 
incurring high costs switch suppliers for this group of products.295 Two customer s 
submitted that they do not have any effective alternative . However one of them  
provided a substantiated expl anation for its view saying that his observation applies 
only for fresh vegetables -based bread toppings but not for ambient products  (i.e., not 
for the products supplied by Wessanen).296 
(189)  Overall, during the market investigation the view s on the impact of the  concentration 
expressed by Parties’ customers were mixed .297 Some  customers who responded to 
the market investigation indicated that they do not expect the Transaction to have 
any effect on prices  as discussed above in recital (140) . The customers mainly 
explained , referring specifically  to vegetables -based bread toppings : “No impact 
because fresh and ambient product sections are considered as being very different 
by consumers ”;298 similarly another customer submitted: “Not the same  markets, it 
is a question of complementarity” 299 or “No change / we do not know fresh products 
supplied by Wessanen” . However, in addition to  a few  customers of PAI Partners  
who generally expect the prices to increase following the Transaction as explained  in 
recital (140) , one further customer considered that , specifically for vegetables -based 
bread toppings , prices may increase.300  
(190)  The Commission considered whether absent the Transaction it would have been 
likely that Wessanen  expands its offer into the conventional retail stores. All except 
one customer respond ing to the market investigation submitted that such entry is not 
likely.301 One customer  expressed a different view, without however  providing any 
verifiable element to back  its opinion : “Wessanen seems to fit with an aperitif  trend 
                                                 
293  Parties reply to the Commission’s request for information RFI 12, question 37.4 stated that  it is 
uncommon for any manufacturer to focus exclusively on private label products . 
294  Questionnaire Q1 to customers question 30.  
295  Questionnaire Q1 to cu stomers, question 33 , including customers representing HFS.  
296  Questionnaire Q1 to customers, question 33.  « Oui pour les produits ambiants / non pour les produits 
frais car peu d'intervenants et forte notoriété de Delabi avec ses marques Blini et Atelier de Blini  ». 
297  Without a clear majority of either positive or negative views.  
298  French original reads: Pas d'impact car les rayons frais et ambiants sont considérés comme deux rayons 
très différents par les consommateurs  ; Questionnaire Q1 to customers, question 3 5.  
299  Questionnaire Q1 to customers, question 36.  
300  The Commission notes that this concern of an HFS customer should be put in the context with its other 
answers. This customer indicates that there are alternative suppliers for vegetables -based bread toppings 
and suggests that switching is easy . However, it also states that the Transaction may lead to more choice , 
which apparently should be considered as a negative effect in light of its explanation that specialised 
organic stores try to discar d as much as possible the products available in different distribution channels 
(conventional/HFS) (questions 27, 33, 35, 3 7.1).  
301  Questionnaire Q1 to customers, question 31.  
 
 
41 in the medium and long -term. Thus i t seems consistent for it to develop  spreadable 
and bite -size products ”.302 That customer also indicated that it would face difficulty 
in switching suppliers for f resh vegetables -based bread toppings because of the 
strong notoriety of brands held by PAI Partners. The Commission thus considers that 
entry into the conventional retail channel may require significant investment in 
brand development for this product cate gory and the ability to supply sufficient 
volumes to exercise an effective constraint on the current market leader PAI 
Partners303. The Parties submit that savoury bread toppings  is not a core product 
category for Wessanen in France .304 The Parties refer to  Wessanen’s internal 
strategy documents for France , which  suggest that […].305  
(191)  In light of the above and given the minimal current sales of Wessanen of fresh 
vegetables -based bread toppings (which are multiple times smaller compared to 
main players in the conv entional retail market), as well as the positioning of its 
current product portfolio, the Commission considers that Wessanen’s expansion into 
the fresh bread toppings in the conventional stores is not likely.  
(192)  Based on the above considerations and in the l ight of the results of the market 
investigation, the Commission considers that the concentration would not raise 
serious doubts as to its compatibility with the internal market as regards the Parties’ 
activities in France in the putative market for the sup ply of savoury vegetables -based 
bread toppings . 
4.2.7.  Taramasalata   
(193)  The Parties submitted market share data for seafood -based bread toppings including 
only branded and private label  taramasalata . Based on this data, the Parties’ 
combined market share in terms of  value in 2018 are [70-80]% (PAI Partners: [70-
80]%; Wessanen: [0-5]%306). If only the potentially relevant segment of branded 
taramasalata  was considered, the combined segment  share of the Parties in value 
terms in 2018 would be [90-100]% (PAI Partners: [90-100]%; Wessanen: [0-
5]%).307 The Parties submit that they cannot provide the breakdown of competitors’ 
market shares for the segment.308 However, the Parties indicate that other suppliers 
of taramasalata  are Aspasia (with the brand Le Traiteur Gourmet and act ive in 
private label products) and brand Fjord King.309 
(194)  The Parties note that their combined market shares  and total market size  are 
calculated on the same methodology as referenced above in recital  (132)  and do not 
                                                 
302  French original reads: “ Wessanen semble s’inscrire sur le moyen et long ter me sur la tendance de 
l’apéritif. Il paraît donc cohérent qu’il développe des gammes de tartinables et de bouchées. ” ; 
Questionnaire Q1 to customers, questions 28 and 31.1., and another customer evoked that Bjorg could 
eventually develop into an alternativ e to Labeyrie.  
303  See also agreed non -confidential minutes of a call of 20 May 2019 with a competitor supplying HFS, 
confirming that ability to supply necessary volumes is an important factor of entering the conventional 
retail stores.  
304  Parties’ response  to the Commission’s request for information RFI  12, question 22 , and Fo rm CO, annex 
20, slide 14.  
305  Form CO, annex 20, slide 14.  
306  Form CO, annex 23 (revised 21 August 2019), table C1.  
307  Form CO, annex 23 (revised 21 August 2019), table C2.  
308  Parties ’ response to the Commission’s request for information RFI 12, question 20.  
309  Parties’ response to the Commission’s request for information RFI 12, question 20.  
 
 
42 include the sa les to the health food stores  from competitors . Nonetheless, given the 
minimal sales of Wessanen the Transaction cannot give rise to any competition 
concerns in the segment considered.310 The Commission also notes that, if the 
putative market for organic tar amasalata were considered, there would be no overlap 
between the Parties’ activities because Wessanen only sells organic taramasalata and 
PAI Partners sells only non -organic products.311 
(195)  Given the very low increment in market share brought by Wessanen, the Transaction 
will not substantially modify the market structure for seafood based bread toppings 
including only tarama salata  in France.  Furthermore, the Parties supply different 
retail outlets and cannot be considered closest competitors, which is in line wi th the 
results of the market investigation.312 The Commission also considered whether 
absent the Transaction it would have been likely that Wessanen  enters and develops 
its offer into the conventional retail stores. The Parties submitted that […].313 The 
respo ndents to the market investigation  also submitted that such entry is not 
likely .314  
(196)  Based on the above considerations and in the light of the results of the market 
investigation, the Commission considers that the concentration would not raise 
serious doubts  as to its compatibility with the internal market as regards the Parties’ 
activities in France in the putative market for the supply of taramasalata.  
4.2.8.  Consumable olives  
(197)  In France, PAI Partners sells private  label and branded fresh pre-packaged  
consumable  olives through a number  of Labeyrie Group brands, including Père 
Olive and King Cuisine , which are exclusively sold to conventional retail stores . PAI 
Partners also supplies consumable olives in bulk packaging for sale in fresh counters 
of supermarkets.315 Wessanen only sells branded ambient pre-packaged consumable 
olives in glass jars in France through its brand Bonneterre , which are exclusively 
sold to health food stores.316 
(198)  Based on the market share data submitted by the Parties317, the combined market 
share of  the Parties in value terms in pre -packaged consumable olives in France is 
[20-30]% (PAI Partners: [20-30]%; Wessanen: [0-5]%), which would only 
experience a marginal increment compared to the situation pre -Transaction .  
(199)  There would be remaining credible c ompetitors in the French market for pre -
packaged consumable olives post -Transaction that would continue exerting 
                                                 
310  Parties’ response to the Commission’s request for information RFI  12, question 19.2.  
311  Parties’ response to the Commission’s request for information RFI 13, question 12.  
312  Questionnaire Q1 to customers question 30.  
313  Parties’ response to the Commission’s request for information RFI  12, question 22 , and Fo rm CO, annex 
20, slide 14.  
314  Questi onnaire Q1 to customers, question 31.  
315  Labeyrie only has limited net sales of olives sold in bulk packaging, amounting to […] in 2018 (Parties’ 
response to the Commission’s request for information RFI 12, question 28). Because of this, the Parties 
have not been able to provide an estimation of the market size of olives sold in bulk packaging to the retail 
channel in France (Parties’ response to the Commission’s request for information RFI 12, question 29).  
316  Parties’ response to the Commission’s request  for information RFI 12, question 31.2.  
317  Form CO, annex 23 (revised 21 August 2019).  
 
 
43 competitive constraints on the Parties. Other suppliers include Croc’Frais ( [40-
50]%), Tropic Apéro ( [20-30]%), Mille et un Sud ( [0-5]%) and Pr ovence Olives ( [0-
5]%). The combined entity would therefore remain distant from the  current  market 
leader  (Croc’Frais) and similar in size to the third player (Tropic Apéro). There is, in 
addition, a presence of private label sales in the French market for  pre-packaged 
consumable olives ( [10-20]% of the market , of which [60-70]% relates to PAI 
Partners’ private labels) . 
(200)   In a potential market for branded -only pre -packaged consumables olives, the 
Parties’ combined market shares by value ( [10-20]%), with an i ncrement of [0-5]% – 
according to the market share data submitted by the Parties – would not lead to an 
affected market.  
(201)  Given the negligible increment in market share (which is likely to be overestimated 
as explained in recital (116)  above) brought by Wessanen under any plausible 
market segmentation  and the presence of credible competitors , the Commission 
considers that the Transaction will not substantially modify the market structure for 
consumable olives in France.   
(202)  In additi on to the low increment from Wessanen in c onsumable olives , the Parties 
argue that they are not each other closest competitor.318 They sell to different 
channels and have a different product range, with Wessanen selling branded ambient 
pre-packaged consumabl e olives in glass jars exclusively  in health food stores319 and 
PAI Partners selling private label and branded  fresh  pre-packaged consumable olives 
exclusively to the conventional retail channel.320  
(203)  The market investigation has confirmed that the Parties are not close competitors. 
None of the market participants who responded to the market investigation identified 
Wessanen as the closest competitor to PAI Partners in consumable olives.321 When 
asked about the closest competitors to Wessanen, no competitor identi fied PAI 
Partners as the closest competitor to Wessanen.322  
(204)  Overall, during the market investigation the view s on the impact of the concentration 
expressed by Parties’ customers were mixed .323 Some  customers who responded to 
the market investigation indicated  that they do not expect the Transaction to have 
any effect on prices  as discussed above in recital (140) . The customers mainly 
explained  referring specifically to olives : “Not the same markets, it is a question of 
complementari ty” or “No change / we do not know fresh products supplied by 
Wessanen”.324 However, in addition to a few customers  of PAI Partners  who 
generally expect the prices to increase following the Transaction as explained in 
                                                 
318  Form CO, paragraph 482.  
319  Parties’ response to the Commission’s request for information RFI  12, question 31.2.  
320  Parties’ response to the Commission’s request for i nformation RFI 13, question 17.  
321  Questionnaires Q1 to customers, question 30 and Q2 to competitors, question 31.  
322  Questionnaires Q1 to customers, question 29 and Q2 to competitors, question 30.  
323  Without a clear majority in either positive or negative  views.  
324  Questionnaire Q1 to customers, question 36.  
 
 
44 recital (140) , one further customer considered , that specifically for consumable 
olives , prices may increase.325  
(205)  None of the competitors who responded to the market investigation was concerned 
that the Transaction would bring a price increase or an effect on competitio n in 
relation to pre -packaged olives.326 
(206)  The Commission also considered whether absent the Transaction it would have been 
likely that Wessanen enters and develops its offer of consumable olives into the 
conventional retail stores.  Entry into conventional sto res may not be easy. As 
explained in recital (143)  above, Wessanen would require significant investment in 
marketing and sufficient capacity to serve the conventional retail channel volumes. 
Moreover, customers have explained th at switching suppliers would not be easy 
because of brand loyalty of its customers and the capacity of the supplier to provide 
the necessary volumes.327 Moreover, t he respondents to the market investigation 
submitted that such entry into conventional retail stores is not likely.328 
(207)  Based on the above considerations and in the light of the results of the market 
investigation, the Commission considers that the concentration would not raise 
serious doubts as to its compatibility with the internal market as regards  the Parties’ 
activities in France in the putative market for the supply of consumable olives.  
4.2.9.  Bite-size savoury food products  
(208)  PAI Partners – through its brands Blini, L’ Atelier Blini and Père Olive – sells in 
France branded chilled falafel bites, mixed an ti-pasti, stuffed peppers, involtini, 
accras, böreks, samosas and rikakats, keftedes and cheese bites. Wessanen sells in 
France branded ambient falafel bites and vegetable bouchées through its brand 
Bjorg.  The Parties do not sell private label bite -size sa voury food products in 
France.329 
(209)  The Parties argue that, given their presence only in a limited segment, they cannot 
provide an accurate view on the total market size.330 The Parties have provided 
market data corresponding to the products sold by PAI Partners , namely chilled 
involtini, tomate confite, dried tomato, artichoke, peppers, eggplant, stuffed peppers, 
zucchini, falafel bites, accras, samossas , rikakats, keftedes aubergine and arancini.  
As these estimations do not include other savoury food products n ot sold by the 
parties nor ambient products, the Parties argue that the total market  size is 
underestimated.  
                                                 
325  Reduction of supplies: not further substantiated and other suppliers mentioned; Questionnaire Q1 to 
customers , questions 27, 36.  
326  Questionnaire Q2 to competitors, questions 39 and 40.  
327  Questi onnaire Q1 to customers, question 33.  
328  Questionnaire Q1 to customers, question 31.  
329  Parties’ response to the Commission’s request for information RFI  15, question 13.  
330  Form CO, paragraph 544.  
 
 
45 (210)  Based on the market share data submitted by the Parties331, the combined market 
share of the Parties in value terms in bite -size savoury food in Fran ce is [30-40]% 
(PAI Partners: [20-30]%; Wessanen: [0-5]%).  
(211)  The Parties  argue that they  cannot provide data on their competitors nor on branded -
only bite -size savoury food products.  They nevertheless submit that there are a 
number of noticeable competitors  for bite -size savoury food products in France, 
including Ensoleil’ade, Justin Bridou, Aspasia, Palais du Monde, Paso Traiteur, 
Dessaint Traiteur, Herta, Bonduelle and Céreal Bio.332 Moreover, while the Parties 
have not been able to provide a view on the tot al market share represented by private 
labels in the French market for bite -size savoury food products, they argue that 
private labels are very visible in this market.333 The Parties refer to the examples of 
Carrefour, Auchan, Monoprix and Système U, which a ll have an offering of private 
label falafel bites.334 
(212)  The Parties also argue that m ost competitors for bite -size savoury food products 
generally have a wide product offering and that it is relatively easy to extend 
production and offerings to additional or different food products or varieties.335 The 
Parties refer in particular to Paso Traiteur, which started in 2005 as a producer of 
bake -off bread and later expanded its assortment to include  falafel bites, cheese and 
meat croquettes and mini burgers.336 
(213)  Given t he negligible increment in market share of [0-5]% (which is likely to be 
overestimated as explained in recital (209)  above) brought by Wessanen under any 
plausible market segmentation, the Commission considers that the Transacti on will 
not substantially modify the market structure for bite -size savoury food products in 
France.   
(214)  In addition to the low increment from Wessanen in b ite-size savoury food products , 
the Parties argue that they are not each other closest competitor.337 In this regard, the 
Parties argue that they sell different iated  products: PAI Partners sells only fresh non -
organic snack -size in the chilled counter of hyper - and supermarkets, while  
Wessanen sells only ambient organic products, both snack -size and for meals , in the 
organic shelves of supermarkets .338 The Parties’ products would thus be sold on 
different shelves of conventional retail stores.339  
(215)  The market investigation confirmed that the Parties are not close competitors. None 
of the customers or competitors ha ving responded to the market investigation 
identified Wessanen as closest competitor to PAI Partners in bite -size savoury food 
                                                 
331  Form CO, annex 23 (revised 21 August 2019).  
332  Form CO , paragraph 551.  
333  Form CO, par agraph 550.  
334  Form CO, par agraph 550.  
335  Form CO, paragraph 552.  
336  Form CO, paragraphs 552 and 565.  
337  Form CO, paragraph 562.  
338  Form CO, paragraphs 558 to 562.  
339  Form CO, paragraph 562.  
 
 
46 products.340 When asked about the closest competitors to Wessanen, no competitor 
identified PAI Partners as the closest competitor to Wessanen.341  
(216)  During the market investigation , the view s on the impact of the concentration on 
bite-size savoury food products  expressed by customers were  mixed . A m ajority of 
the customers who responded to the market investigation and expressed an opinio n 
indicated that they do not expect the Transaction to have any effect on prices  in this 
market.342 A customer even suggested that  prices may decrease.343 
(217)  A majority of competitors who responded to the market investigation was not 
concerned that the Transactio n would bring a price increase or an effect on 
competition in relation to bite-size savoury food products .344 One competitor pointed 
out that there may be a “high risk”  that the Transaction has an impact on 
competition in relation to bite -size savoury produc ts “in case of consolidation by 
PAI of market players” .345 This same customer also stated that there will not be an 
effect on prices post -Transaction, given that the Parties will “remain subject to a 
strong pressure”  from large distributors .346 
(218)  The Commission considered whether absent the Transaction it would have been 
likely that Wessanen expands its offer in the conventional retail stores. All except 
one customer responding to the market investigation submitted that such expansion 
is not likely.347 The customer  expressing a different view  stated that  “it seems 
consistent for [Wessanen] to develop […] bite -size products”.348 That customer also 
indicated that it would face difficulties in switching suppliers for bite -size savoury 
food products because of the strong notoriety of brands held by PAI Partners.349 The 
Commission thus considers that the expansion into the conventional retail channel 
may require significant investment in brand development for this product category 
and the ability to supply sufficient volumes to exercise an effective constraint on the 
current market leader PAI Partners. In light of this, the Commission considers that 
Wessanen’s expansion into the fresh bread toppings in the conventional stores is not 
likely.  
(219)  Based on the above considerations a nd in the light of the results of the market 
investigation, the Commission considers that the concentration would not raise 
serious doubts as to its compatibility with the internal market as regards the Parties’ 
                                                 
340  Questionnaire Q1 to custome rs, question 30 and Q2 to competitors, question 31.  
341  Questionnaire Q1 to customers, question 29 and Q2 to competitors, question 30.  
342  Questionnaire Q1 to customers, question 36.  
343  Questionnaire Q1 to customers questions 36.  
344  Questionnaire Q2 to compe titors, questions 39 and 40.  
345  Questionnaire Q2 to competitors, question 41. French original reads: “risque fort en cas de consolidation 
par PAI des acteurs du marché”.  
346  Questionnaire Q2 to competitors, questions 39 and 40. French original reads: “reste nt soumis à la forte 
pression des de la grande distribution” . 
347  Questionnaire Q1 to customers, question 31.  
348  French original reads: “ Wessanen semble s’inscrire sur le moyen et long terme sur la tendance de 
l’apéritif. Il paraît donc cohérent qu’il déve loppe des gammes de tartinables et de bouchées. ”, and another 
customer evoked that Bjorg could eventually develop into an alternative to Labeyrie  ; Questionnaire Q1 to 
customers, questions 28 and 31.1.  
349  Parties’ response to the Commission’s request for i nformation RFI  12, question 33.  
 
 
47 activities in France in the putative market for the supply of bite -size savoury food 
products.  
4.2.10.  Bread substitutes  
(220)  Both Parties are active in the sale of bread substitutes. The main product of PAI 
Partners in this category is blini350, while the major share of Wessanen’s sales 
related to bread substitut es concern crisp bread and rice waffles .351 PAI Partners is 
active in branded products through brands Labeyrie, and L’Atelier Blini  and private 
label products. Wessanen […] sells bread substitutes […] through brands 
Krisproll352 and Bjorg, and […]through its b rand Bonneterre .353 
(221)  In light of the market share data submitted by the Parties354, the Transaction gives 
rise to a single horizontally affected putative market for branded bread substitutes .355 
Accordingly, based on this data, the Parties’ combined market shares  in terms of 
value in 2018 were [20-30]% (PAI Partners: [5-10]%; Wessanen: [10-20]%).  
(222)  As regards, competitors’ market shares for the sale of bread substitutes other than 
blini, the Parties provide the following data:  Mondelez  (with the brands Heudebert 
with a market share of [10-20]%, Pelletier [5-10]%, Cracotte [5-10]%,) Pasquier [5-
10]%.356 Other competitors , among others,  include Nutrition & Sant é with the 
brands Gerblé  (conventional retail stores), and for organic bread substitutes C éréal 
bio and  Jardin bio for HFS.357 The Parties indicate that share of private labels for dry 
bread substitutes in conventional retail stores represents [30-40]%, and [40-50]% for 
the HFS.358 Further to the data submitted by the Parties, there are sufficient credible 
competitors for bread substitutes, including organic bread substitutes.  
(223)  However, as the Parties explained , the group of products included in the category of 
bread substitutes contain blini and other different products such as toasts, galettes , 
crackers, krisprolls, e xtruded bread and rusks.359 In this regard the Parties explain: 
“consumers usually do not consume rice waffles with a savoury bread topping, and 
in any event not in any way similarly to how blinis are consumed . Therefore, the 
Parties consider it unlikely tha t consumers would substitute blinis with rice 
waffles ”.360 In light of the previous Commission decisions , which considered that the 
market for bread substitutes could be subdivided into as many markets as product 
types , the Commission considers relevant that , in the present case on the narrowest 
                                                 
350  Form CO, paragraph 369, indicates that blini represent [ …]% of total sales related to bread substitutes.  
351  Parties’ response to the Commission’s request for informa tion RFI 12, question 25: [70 -80]% and [20 -
30]% respecti vely.  
352  Form CO, paragraph 55: an exclusive distribution license for France.  
353  Parties’ response to the Commission’s request for informa tion RFI 12, question 23.2, representing [ …]% 
of its total sales of bread substitutes; and Form CO, paragraph 78.  
354  Form CO, Annex 23 (revised 21 August 2019).  
355 The combined market share in the potentially relevant market for branded and private label bread 
substitutes would amount to [10 -20]%; Form CO, Annex 23 (revised 21 August 2019).  
356  Parties’ response to the Comm ission’s request for informa tion RFI 10, para graph  25. 
357  Parties’ response to the Commission’s request for informa tion RFI 10, question 4.  
358  Parties’ response to the Commission’s request for informa tion RFI 10 question 4.  
359  Parties’ response to the Comm ission’s request for informa tion RFI 10, paragraph 24.  
360  Parties’ response to the Commission’s request for informa tion RFI 10, para graph  18. 
 
 
48 product specific segment level, the Parties’ combined market shares would be below 
20%361 or would not give rise to overlapping activities .362 
(224)  Furthermore, given that the group of bread substitutes include highly differen tiated 
products with a different degree of substitutability , the Commission also considers 
that PAI Partners and Wessanen are not closest competitors.  
(225)  First, the range of product portfolio is very different: PAI Partners mainly supplies 
blini (fresh produ ct), whereas Wessanen’s main products are rice waffles  and 
Swedish bread  (dry bread substitutes) . The internal Parties’ documents prepared in 
the ordinary course of business also indicate that for “ bread and biscuit replacers ” 
as they are referred to363, […].364  
(226)  Second, these differentiated products do not compete for the space on the same shelf 
in the retail store. Even if to a large extent both Parties supply their bread substitutes 
to the conventional retail stores, PAI Partners’ blini are fresh products, s old in the 
chilled counter.365 Wessanen’s bread substitutes are dry and are sold on different dry 
products shelves .366 The Parties also submit that other PAI Partners’ bread 
substitutes (toasts and crackers) are usually sold next to other PAI Partners’ fresh 
products (e.g. foie gras or smoked salmon) and therefore would not be on the shelf 
for bread substitute s.367 
(227)  Based on the above considerations, the Commission considers that the concentration 
would not raise serious doubts as to its compatibility with the int ernal market as 
regards the Parties’ activities in France in the putative market for the supply of bread 
substitutes .  
4.2.11.  Conclusion  
(228)  For the reasons set out above, the Commission concludes that the Transaction does 
not raise serious doubts as to its compatibi lity with the internal market as regards 
horizontal effects of concentration on the supply of all product groups.   
4.3. Vertical relationships between the upstream production and bottling of NABs 
and the downstream sale of NABs  
(229)  The Transaction gives rise to a v ertical link between Refresco’s upstream activities 
in the production and bottling of NABs and Wessanen’s downstream sales of 
different types of NABs. The Parties submit that they are not aware of any existing 
or prior vertical link between Refresco and We ssanen in this regard.  
                                                 
361  Toasts (including the putative segment for branded products; no overlap in organic segment) and crackers 
(inclu ding the putative segment for branded products; no overlap in organic segment); Parties’ response to 
the Commission’s request s for informa tion RFI 13, question 10 and RFI 15, question 4.2.  
362  E.g. Blini ([…]% of PAI Partners’ sales in this category); Galet tes ([…]% of Wessanen’s sales in this 
category) , for swedish bread (Krispro ll; […]% of Wessanen’s sales in this category); Parties’ response to 
the Commission’s request for informa tion RFI 10, question 4; and RFI 12, question 4.2.  
363  Parties’ response to the Commission’s request for informa tion RFI 10, annex 16.  
364  Parties’ response to the Commission’s request for informa tion RFI 10, annex 16, slide 4.  
365  Parties’ response to the Commission’s request for informa tion RFI 15, question 6.  
366  Parties’ response  to the Commission’s request for informa tion RFI 15, question 6.  
367  Parties’ response to the Commission’s request for informa tion RFI 15, question 6.  
 
 
49 (230)  Refresco is active in the upstream bottling of different types of drinks (both NABs 
and ABs, and both CSDs and NCSDs) in different types of packaging (in carton, 
aseptic PET, cans and glass). It bottles both private label products fo r retailers and, 
through contract manufacturing, branded products for brand owners. Refresco is not 
active in the production and bottling of dairy alternative drinks, such as soy or 
almond milk.  
(231)  Wessanen, through different brands, sells dairy alternative d rinks, orange juice, fruit 
juice (excluding orange juice), vegetable juice, non -cola flavoured carbonated soft 
drinks and cola -flavoured carbonated soft drinks. The Parties argue that,  with the 
except ion of dairy alternative drinks, the sale of beverages is not Wessanen’s core 
business.  
(232)  The following assessment focuses on potential input foreclosure resulting from the 
combination of Refresco’s upstream activities in the bottling of NABs  (recital (237) ) 
and the Parties’ downstream  sales of NABs  (see Table 2).  
(233)  Given the very limited market power of the combined entity in any plausible 
downstream market, the Commission considers highly unlikely that the Parties will 
have the ability or the in centive to embark in a customer foreclosure strategy. For 
this reason, this section will not assess customer foreclosure  in further detail . 
4.3.1.  Input foreclosure  
4.3.1.1.  The Parties’ view  
(234)  The Parties maintain that the Transaction will not lead to the  ability or the incentive 
to engage in an input foreclosure strategy.  
(235)  The Parties use a number of arguments in this regard. First, the Parties submit that 
Refresco lacks the necessary upstream market share to foreclose any input.368 
Second, the Parties submit that Refresco fa ces upstream competition from multiple 
strong players with significant capacity to bottle CSDs and NCSDs in cans , which 
could easily offer their services to Refresco’s customers in the UK, France and the 
Netherlands as a reaction to an input foreclosure st rategy .369 Third, the Parties argue 
that Wessanen does not have a substantial market share on a downstream market that 
it could consolidate or expand in the event of a potential increase in its rivals’ 
bottling cost s.370 Fourth, the Parties argue that Wessanen ’s limited volumes and 
argue that – if Wessanen were to source all of its  packaging needs from Refresco – it 
would only represent a minimal percentage of the volumes that Refresco currently 
sells under its contract manufacturing agreements.371 Fifth, the Par ties argue that any 
potential gains ( […]) of engaging in an input foreclosure strategy would be minimal 
compared to Refresco’s current revenues generated by providing contract 
manufacturing services on the market ( […]).372  
                                                 
368  Form CO, paragraph 731 . 
369  Form CO, paragraph s 708 and 731 . 
370  Form CO, paragraph 731.  
371  Form CO, para graph 731.  
372  Form CO, paragraph 731.  
 
 
50 (236)  Further, the Parties submit that P AI Partners does not have the ability to implement 
such a strategy on its own considering that Refresco is a jointly controlled portfolio 
company.373  
4.3.1.2.  The Commission’s assessment  
4.3.1.2.1  Ability to foreclose  
(237)  The Parties have been unable to provide reliable informati on on Refresco’s exact 
market share on the upstream market for the production and bottling of NABs. The 
Parties nevertheless estimate that Refresco holds a market share equal or above 30% 
on four separate markets.374 These are:  
a) the Dutch market for contract  manufacturing of branded ambient NCSDs in 
cans (excluding water and RTD teas);  
b) the French market for contract manufacturing of branded ambient NCSDs in 
cans (excluding water and RTD teas);  
c) the Dutch market for contract manufacturing of branded ambient C SDs in 
cans (excluding water and RTD teas); and  
d) the UK market for contract manufacturing of branded ambient CSDs in cans 
(excluding water and RTD teas).   
(238)  In this regard, a competitor has submitted that Refresco is the European leader on 
bottling in glass and cans , as well as an important competitor in the bottling of fruit 
juices in PET and carton.375 According to this source, Refresco currently represents 
more than 40% of the overall European market for fruit juices  and is considerably 
larger than its first  competitor.376 This source moreover states that Refresco is 
currently a very aggressive player on the beverages market and is in the processing 
of becoming a “new giant on overall packaging”  (“un nouveau géant du 
conditionnement en géneral” ).377 Moreover, thi s market participant argues that the 
acquisition of Wessanen would allow Refresco to have a stronger position in its 
negotiations with suppliers and distributors.378 
(239)  Regardless of Refresco’s degree of upstream market power, the market investigation 
has indic ated that the company is unlikely to have the ability to foreclose third party 
suppliers of NABs post -Transaction.  
(240)  None of the customers who responded to the market investigation has raised 
concerns about the vertical links created by the Transaction.379 Moreover, these 
                                                 
373  Form CO, paragraph 728.  
374  Form CO, paragraph 646.  Refresco also has a market share above 30% in the UK market for contract 
manufacturing of branded ambient NCDs in APET, where Wessanen is not active.  
375  Agreed non -confidential minutes of a call of 16 July 2019 with a competitor , paragraphs 5 and 6.  
376  Agreed non -confidential minutes of a call of 16 July 2019 with a competitor , paragraph 5.  
377  Agreed non -confidential minutes of a call of 16 July 2019 with a competito r, paragraph 14.  
378  Agreed non -confidential minutes of a call of 16 July 2019 with a competitor , paragraph 14.  
379  Questionnaire Q3b to customers, question 9.  
 
 
51 customers have almost unanimously expressed that Refresco is unlikely to s top 
supplying them or increase  prices.380  
(241)  However, the results of the market investigation  suggest that  there are alternatives to 
Refresco’s bottling activities in France , the Netherlands and the UK. A  vast majority 
of customers who responded to the market investigation expressed that there are 
available alternatives in these countries from which they can purchase at a 
competitive price similar volumes and range.381 In this regard, the market 
investigation has also revealed that some competitors  have significant free bottling 
capacity and are able of serving the Dutch, French and British markets.382 Moreover, 
a competitor has expressed that it will need to consider increasing i ts production 
capacity in France to react to the consequence s of the Transaction on its activities.383  
(242)  Some customers have, however, expressed the concern that there may be some 
constraints to switching bottling suppliers.384 A customer expressed in this rega rd 
that “changing suppliers would be a difficult process – we would need to consider 
capacity, product quality, cost, reliability and service and hygiene. Also transport to 
and from UK” .385 Another customer noted that “it may be more difficult for a brand 
owner / producer to switch to alternative service suppliers in the case of organic 
beverages, than is the case for non -organic alternatives” , given “the additional 
difficulty of finding an organic -certified operator (or waiting for an operator to be 
certifie d); possible capacity constraints for the new operator; the more limited 
availability of organic -certified ingredients; and, the need to establish certification 
documentation for each stage of the new supply chain”.386 Another customer 
referred to the long l ead time to approve a new manufacturer, which “is about 12 
months to allow for approval of samples, commercial agreement and contract, 
packaging printing, ingredient sourcing etc”.387 
(243)  The Commission considers that existing alternative suppliers to Refresco’s  bottling 
services, which seem to have free capacity, would be able to effectively constrain 
Refresco’s ability to decrease output or reduce quality following the Transaction.  
(244)  For the reasons set out above, the Commission considers that the Transaction doe s 
not lead to the ability to foreclose other suppliers of NABs with regard to the 
production and bottling of NABs.  
4.3.1.2.2  Incentive to foreclose  
(245)  Based on the market share data submitted by the Parties, the Parties would have very 
limited combined market shares in  any plausible downstream market for the sale of 
NABs. Market shares range between less than 1% in a number of national markets 
and [10-20]% in the Dutch market for the sale of fruit juice other than orange juice 
and including low juice content still drink s, as illustrated in the table below.  
                                                 
380  Questionnaire Q3a and Q3b to customers, question 8.  
381  Questionnaire Q3b to customers, questio ns 8.1., 8.2. and 8.3.  
382  Questionnaire Q4a and Q4b to competitors, questions 19.1 and 19.2 . 
383  Agreed non -confidential minutes of a call of 18 July 2019 with a customer , paragraph 15.  
384  Questionnaire Q3b to customers, question 8.1.1.  
385  Questionnaire Q3 b to customers, question 8.1.1.  
386  Questionnaire Q3a to customers, question 8.1.1.  
387  Questionnaire Q3b to customers, question 8.1.1.  

 
 
53 (247)  In this regard, a customer has stated that “the drinks part of Wessanen is so marginal 
that it will […] not enhance or strengthen P[AI]’s currently already strong position 
in the market or vis -à-vis [this competitor]”.388 
(248)  One competitor in bottling considered likely that after the Transaction Refresco will 
increase prices, degrade the offering or the quality of its bottling services for NABs 
for Wessanen’s competitors. This competitor  pointed out that the Transaction will 
reinforce Wessanen against its competitors and lead to “attacks on suppliers of 
Wessanen for services offered by  Refresco” . 
(249)  In that regard , the Commission notes that if Wessanen switched completely to 
Refresco, it would only cover a very small percentage of its overall capacity. 
Wessanen’s total bottling and packaging requirements in the EEA amount to […].389 
This amo unt would only represent around […]% of Refresco’s total contract 
manufacturing production in France alone, which amounted to […] in 2018.390 The 
Commission also notes that Refresco’s current revenue generated by providing 
contract manufacturing services on the market is of approximately […], while the 
potential gain of the Parties for engaging in an input foreclosure strategy would be of 
only […].391 This entails that, should Refresco cease to supply third party sellers of 
NABs, it would result in substantial idle capacity and foregone revenue without 
compensation.  The Commission therefore considers that engaging in an input 
foreclosure strategy would not be a profitable strategy for Refresco.  
(250)  For the reasons set out above, the Commission considers that the Tra nsaction does 
not lead to the incentive to foreclose other suppliers of NABs with regard to the 
production and bottling of NABs.  
4.3.1.2.3  Effects  
(251)  Given the absence of the ability or the incentive to foreclose other suppliers of 
NABs, the Commission considers that t he Transaction will not lead to increased 
prices in the downstream market thereby significantly impeding effective 
competition. In particular, the Commission has seen no evidence that a potential 
anticompetitive foreclosure would increase the cost of downs tream competitors in 
the sale of NABs nor raise the barriers to entry to potential competitors.  
4.3.2.  Conclusion  
(252)  For the reasons set out above  and in light of the results of the market investigation 
and of all the evidence available , the Commission concludes tha t the Transaction 
does not raise serious doubts as to its compatibility with the internal market as 
regards the vertical relationship between the upstream production and bottling of 
NABs and the downstream sale of NABs.  
                                                 
388  Questionnaire Q3b to customers, question 9.1.   
389  Form CO, paragraphs 631 and 731. This amount represents Wessanen’s to tal sales volume  in the EEA  
related to the sale of all drinks combined without distinction.  
390  Form CO, paragraph 661. Wessanen’s total bottli ng and production requirements would represent […]% 
of Refresco’s total contract manufacturing volumes in the Net herlands ([…]) and […]% of Refresco’s 
total contract manufacturing volumes in the United Kingdom ([…]).  
391  Form CO, paragraph 731.  
 
 
54 5. CONCLUSION  
(253)  For the above reasons, th e European Commission has decided not to oppose the 
notified operation and to declare it compatible 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 t he EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission