Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie , 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, 24.11.2021  
C(2021 ) 8660 final  
PUBLIC VERSION  
 
Mondelēz International, Inc.  
Lindbergh -Allee 1  
8152 Glattpark  
Switzerland  
Subject : Case M.10350 – Mondelēz / Chipita  Industrial and Commercial 
Company  
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 18 October 2021 , the Commission received notification  of a concentration , 
pursuant to Article 4 of the Merger Regulation , which  would result from a proposed 
transaction  by which Mondelēz International, Inc. (‘Mondelēz’ , the U nited States ) 
intends to acquire sole control over Chipita Industrial and Commercial  Company 
S.A. and its direct or indirect subsidiaries and affiliates3 (‘Chipita’ , Greece ) by way 
of a purchase of sales  within the meaning of Article 3(1)(b) of the Merger 
Regulation (the ‘Transaction’)4. In this Decision , Mondelēz  is referred to as the 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation ’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the replacement of  
‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The terminology of the TFEU will 
be used t hroughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  […]. 
4  Publication in the Official Journal of the European Union No C 467, 19.11.2021 , p. 12. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 ‘Notifying Party’ and,  together with  Chipita , as the ‘Parties’.  The entity that would 
result from the Transaction is referred to as the ‘Merged Entity’.  
1. THE  PARTIE S  
(2) Mondelēz is a global snack company offering a wide range of products, including 
biscuits, c hocolate, chewing gum and candy, cheese and powdered beverages. 
Mondelēz  manufactures and markets its products internationally. Mondelēz's 
portfolio of biscuits and chocolate products includes, amongst others, household 
brands such as Barni, belVita, Cadbu ry, Chips Ahoy!, Club Social, Lacta, Milka, 
Oreo, Ritz, Toblerone, and TUC.  
(3) Chipita is a multinational manufacturer of branded packaged croissants and other 
snack products, mostly baked bread based. Chipita is headquartered in Greece with 
production facili ties in multiple countries, including across Europe. Chipita's main 
brands include 7DAYS, Chipicao  and Finetti. 
2. THE  OPE RATION  
(4) Pursuant to the Sale and Purchase Agreement  signed on 26 May 2021 , Mondelēz 
will acquire , through the Transaction,  100% of the shares of and thereby sole control 
over Chipita.  
(5) In light of the above, the Transaction would thus result in a concentration within the 
meaning of Article 3(1)(b) of the Merger Regulation . 
3. UNION  DIME NSION  
(6) The Parties  have a combined aggregate  world wide turnover of more than EUR 5  000 
million5 (Mondelēz : EUR 23.2 billion and Chipita: EUR […]). Each of them has a  
Union -wide turnover in excess of EUR 250 million  (Mondelēz EUR […] and 
Chipita EUR […]), but neither of the Parties achieve s more than  two-thirds of their 
aggregate Union-wide turnover within one and the same Member State.  
(7) The concentration  therefore has a U nion dimension  within the meaning of  Article 
1(2) of the Merger Regulation.  
4. MARKE T DE FINITION  
4.1. Product market definition  
(8) The Parties’ activities overlap with respect to the wholesale of the following 
snacking products: (i) cakes  and morning goods ; (ii) sweet biscuits ; (iii) sweet 
spreadable products; and (iv) savoury snacks . The Transaction  does not give rise to 
vertical rel ationships  between the Parties’ activities.  
                                                 
5  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
3 (9) This Section examines the product and geographic market definition s for all 
products in relation to which the Parties’ activities overlap horizontally.  
4.1.1.  The Commission’s precedents  
4.1.1.1.  Distinction by product types  
(10) The Commission previously considered the market for  cake product s separately from 
those of other  snacking products.6 In past decisions, the Commission also considered 
the possibility of  sub-segment ing the market for cake  products into the markets for 
(i) cakes, mini cakes and other pastries produced by craft pastries and industrial 
producers, and (ii) morning goods, which include bagels, croissants, scones and 
similar products that are normally eaten for breakfast , but it ultimately left open 
whether  those sub-segments belong to  separate product markets .  
(11) With respect to sweet biscuits , in a previous decision the Commission considered 
that biscuits constitute a separate product market from other snacks, and also 
considered a number of sub -segments thereof, including sweet biscuits. However, 
the Commission left open if these sub -segments constitute separate product 
markets.7 In another decision, the Commission considered sweet biscuits to belong 
to a product market that is separate from other types of biscuit s such as savoury 
biscuits.8 
(12) Also, t he Commission previously considered a market for sweet spreadable products  
and has left open whether a narrower  sub-segment  for chocolate spreadable products  
should be considered as separate product market .9 
(13) Regarding savoury snacks , in a previous decision, the Commission considered the 
market for savoury biscuits to be separate from that of sweet biscuits.10 In other 
decisions, the Commission considered that savoury snack products are likely to 
constitute a product mark et that is separate from those of other snack foods.11 
4.1.1.2.  Distinction between branded and private label products  
(14) In various previous decisions  regarding different snacking products ,12 the 
Commission considered a distinction between product s with brand s owned by  the 
manufacturers (‘branded’ products)  and those with private labels  marketed by the 
retailers (‘white label’ products) , but finally left the market definition open .  
4.1.1.3.  Distinction by sale channels  
(15) The Commission previously found a distinction by sale channels  to be warranted , in 
particular since  conditions of competition differ when snacking products are sold to 
                                                 
6  M.2817 Barilla / BPL / Kamps ; M.5286 Lion Capital / Foodvest; M.6430 Oaktree/ Panrico . 
7  M.1920 – Nabisco / United Biscuits.  
8  M.4824 – Kraft / Danone Biscuits.  
9  M.2302 – Heinz/CSM; M.7340 – Ferrero International/Oltan.  
10  M.4824 – Kraft/ Danone Biscuits.  
11  M.232 – PepsiCo/General Mills; M.2275 – PepsiCo/Quaker; M.5632 – PepsiCo, Inc / PepsiAmericas, Inc.  
12  M.1920 – Nabisco / United Biscuits;  M.6891 Agrofert/ Lieken . 
 
 
4 retailers or to the food service sector (for example hotels, restaurants, canteens, 
etc.).13 
4.1.2.   The Notifying Party’s view  
(16) The Notifying Party co nsiders that the various snacking product  areas  in which the 
Parties are active belong to a single product market for snacking products .14  
(17) First, t he Notifying Party considers that  cakes  and morning goods  do not belong to  
the same product market because, f rom a demand -side prospective, the two product 
groups are consumed during different time s of the day and are typically placed in 
different parts of retailer shops.15 Furthermore, the Notifying Party considers that 
supply -side substitutability is limited and  suppliers tend to concentrate more heavily 
on one of the two product groups.16 
(18) Second, t he Notifying Party argues that sweet biscuits  belong to a product market 
that is separate from those of other biscuits and of other snacking products.17  
(19) Third, t he Notifying Party considers that  sweet spreadable products  belong to a 
product market that is separate from those of other snacking products, including 
other spreadable products such as savoury ones. According to the Notifying Party, 
no further differentiati on of the market for sweet spreadable products is necessary.18  
(20) Finally, t he Notifying Party argues  that savoury snacks  belong to a product market 
that is separate from those of other snacking products. The Notifying Party also 
considers that the market for  savoury snacks is differentiated across the various types 
of products such as for example backed bread products, potato chips, extruded 
snacks, and savoury biscuits.19   
(21) With respect to the differentiation between branded and private label products, the 
Notifying Party considers that private label products should be included within each 
of the respective relevant markets because branded snacking products face intense 
competition from private label products in all snacking segments and because private 
label products provide consumers with an alternative to branded products.20 
(22) With respect to the distinction  between sales made to retailers and those made to the 
food service sector , while the Notifying Party agrees with the Commission’s past 
practice that the fo odservices segment has its own distinguishing features and that 
conditions of competition may differ between these two sale channels, it also 
considers that the extent of such a distinction might be less marked for snacking 
                                                 
13  M.5286 – Lion Capital / Foo dvest; M.1990 – Unilever/Bestfoods; M.6430 – Oaktree/ Panr ico; M.6891 – 
Agrofert/ Lieken . 
14  Form CO, paragraph 152.  
15  Form CO, paragraphs 162 -163. 
16  Form CO, paragraph 164.  
17  Form CO, paragraphs 191 -195. 
18  Form CO, paragraphs 182 -186. 
19  Form CO, paragraphs 174 -178. 
20  Form CO, paragraphs 203 -205. 
 
 
5 products compared to the products considered by the Commission in Unilever/ 
Bestfoods .21 
4.1.3.   The Commission’s assessment  
4.1.3.1.  Cake s and m orning goods  
(23) For the following reasons, the Commission considers that t he results of the market 
investigation generally support the Notifying Party’s view  that certain distinctions 
between morning goods and cakes exist  and that therefore they could be considered 
to belong to  two separate product markets . 
(24) First, cakes and morning goods appear to have key differences in terms of mome nts 
and places of consumption, texture and freshness / naturalness perception . An 
internal document produced by Mondelēz  in the ordinary course of business , for 
example,  shows that (i) soft cakes and certain morning goods22 are consumed 
[consumer behaviour ]; (ii) soft cakes and certain morning goods are consumed in 
different places as soft cakes  are typically consumed [consumer behaviour ] (iii) 
morning goods  are considered by consumers  [consumer behaviour ], compared to 
cakes.23 
(25) Second , internal documents of the Parties produced in the ordinary course of 
business indicate that conditions of competition for cakes are typically assessed by 
the Parties separately from those of other morning goods.24 
(26) Third , the market investigation suggests that the various sub -segments within each of 
cakes and morning goods are likely part of the same product markets.  A majority of 
market participants that expressed a view  consider that morning goods (e.g. 
crumpets, bagels, pancakes, croissants, brioches and  other products generally eaten 
for breakfast) are  substitutable  with each other  in terms of price, product 
characteristics and consumer preferences .25 Similarly to morning goods, a majority 
of the market participants that expressed a view  consider that cakes are substitutable 
with each other in terms of price, product characteristics and consumer preferences.26 
(27) Against this background , the Commission considers  that within the broader market 
for cake products , morning goods and cakes may belong to separate product markets , 
without a need for further sub-segmentation. However, the exact market delineation 
of the relevant product market(s) can be left open , as the Transaction  does not raise 
doubts as to its compatibility with the internal market with respect t o cake products 
under any plausible  market definition.   In any event, for the purposes of this 
Decision, t he Commission will conduct its assessment of the potential  effects of the 
Transaction separately for the cake and morning goods segments.  
                                                 
21  Form CO, paragraph 207.  
22  The document considers baked goods and pastries.  
23  Reply to RFI 2, Annex 5.2.1 [internal document] . 
24  See for example: [internal document] . 
25  Questionnaire to customers, questions 3 and 3. 1; questionnaire to competitors, question s 3 and 3.1 . 
26  Questionnaire to customers, questio n 3; questionnaire to competitors, question 3.  
 
 
6 4.1.3.2.  Sweet biscui ts  
(28) In line with the Commission’s past practice, the results of the market investigation 
suggest that sweet biscuits  belong to a product market that is separate from other 
snacking products and from other types of biscuits.27  
(29) A majority of market participa nts that expressed a view in the market investigation 
indicated that the various products included in the sweet biscuits category are 
substitutable with one another in terms of price, characteristics and consumer 
preferences.28 As one competitor stated: “ Biscuits (sweet biscuits) are very 
specialized products (not very substitutable) to which people are attached locally, 
with specific recipes ”.29 
(30) However, the exact market delineation of the relevant product market for sweet 
biscuits , and more specifically the  question whether sweet biscuits are a market 
separate from other snacking products and from other types of biscuits,  can be left 
open , as the Transaction does not raise doubts as to its compatibility with the internal 
market under any plausible  market definition.   
(31) In any event, under a conservative approach and for the purposes of this Decision, 
the Commission will conduct its assessment of the likely effects of the Transaction 
separately for the sweet biscuits segment.  
4.1.3.3.  Sweet spreadable products  
(32) In line with its previous decisions, the Commission is of the view that sweet 
spreadable products and savoury spreadable products are part of two separate 
product markets.  
(33) From a demand -side prospective, consumption often differs in terms of time of 
consumption and consumption habits: savoury spreadable products are often spread 
on savoury biscuits, are used as a side or 'dip' to vegetables, or are otherwise spread 
on bread at lunch or dinner, whereas sweet spreadable products are more often 
spread on bre ad or sweet biscuits away from lunch or dinner.  
(34) More specifically, with respect to chocolate spreadable products, the market 
investigation was inconclusive as to whether these constitute a product market 
separate  from other sweet spreadable products. While  a majority of the market 
participants that expressed a view in the market investigation considers that all sweet 
spreadable products such as spreadable chocolate, jam, honey, and peanut butter  are 
substitutable with one another in terms of price, characte ristics and consumer 
preferences,30 some customers and competitors of the Parties consider chocolate 
spreadable products as a separate market.31  
(35) However, the exact market delineation of the relevant product market  for spreadable 
sweet products, and more spe cifically the question whether chocolate spreadable 
                                                 
27  Questionnaire to customers, question 3.1; questionnaire to competitors, question 3.  
28  Questionnaire to customers, question 3; questionnaire to competitors , question 3.  
29  Questionnaire to competitors, questions 3.1.  
30  Questionnaire to customers – question 3; questionnaire to competitors, question 3.  
31  Questionnaire to customers – question 3.1; questionnaire to competitors, question 3.1.  
 
 
7 products are a market separate from other sweet spreadable products, such as jam, 
honey and peanut butter,  can be left open , as the Transaction  does not raise doubts as 
to its compatibili ty with the inter nal market  under any plausible  market definition.   
(36) Under a conservative approach and for the purposes of this Decision, the 
Commission will conduct its assessment of the likely effects of the Transaction 
separately for the chocolate spreadable products  segment.  
4.1.3.4.  Savoury snacks  
(37) For the following reasons, the Commission considers that he results of the market 
investigation support s the Commission’s previous practice and the Notifying Party’s 
view that savoury snacks are part of a product market that is separat e from those of 
other snacks.  
(38) First, a majority  of market participants that replied to the market investigation 
indicated that savoury snacks are not substitutable  with other snacks such as  sweet 
biscuits.32 
(39) Second, a majority of market participants that expressed a view in the  market 
investigation indicated that the various products included in the savoury snacks 
category such as chips and crisps, extruded and corn -based products, nuts, salty 
biscuits, and other salty snacks are substitutable with one ano ther in terms of price, 
characteristics and consumer  preferences .33 
(40) Against this background , the Commission considers that savoury snacks may belong 
to a product market that is separate from those of other snacks . However, the 
question  whether savoury snack s are a separate market from other types of  snacks  
can be left open , as the Transaction  does not raise doubts as to its compatibility with 
the internal market in either case .  
(41) In any event, for the purposes of this Decision, t he Commission will conduct its  
assessment of the potential  effects of the Transaction for the savoury snacks 
segment.  
4.1.3.5.  Branded and private label products  
(42) While a  majority  of respondents  to the market investigation that expressed a view 
consider that branded and private label products are not substitutable  or only 
somewhat substitutable  from a consumer perspective , there is also a significant 
minority  of respondents that consider them to be  substitutable with one another.34,35 
                                                 
32  Questionnaire t o customers – question 3.1; questionnaire to competitors, question 3..  
33  Questionnaire to customers, question 3; questionnaire to competitors, question 3.  
34  Questionnaire to customers, question 5; questionnaire to competitors, question 5.  
35  While result s in this Section and in Section 4.1.3.5 are reported in an aggregated fashion, questions have 
been asked separately for the following products: morning goods (e.g. crumpets, bagels, pancakes, tea 
cakes, croissants, brioches and other products generally ea ten for breakfast), Savoury snacks (e.g. chips 
and crisps, extruded and corn -based  products, nuts, salty biscuits, and other salty snacks) , cakes, Sweet 
spreadable products (e.g. spreadable chocolate, jam, honey,  and peanut butter), Sweet biscuits , and Bis cuit 
wafers . 
 
 
8 (43) Moreover, a  relative majority of market participants that expressed a view in the 
market investigation consider that in case of a price increase (of 5 -10%) of a given 
branded product only a small percentage  of the Parties’  customers  would switch to a 
private label alternative .36  
(44) However, the question whether a distin ction should be made between branded and 
private label products  can be left open as the Transaction does not raise doubts as to 
its compatibility with the internal market in either case .  
4.1.3.6.  Sale channels  
(45) A majority of respondents to the market investigation that expressed a view 
indicated that conditions of competition (for example, delivery time, prices, number 
and quality of suppliers, etc.) differ if a manufacturer sells the same goods directly to 
retailers or through distributors (or other intermediaries) .37 This suggests that a 
distinction  by sales channels may be appropriate.  
(46) However, whether such a distinction is warranted  for the purposes of this Decision 
can be left open , as the Transaction does not raise doubts as to its compatibility with 
the interna l market  in either case . 
4.2. Geographic market definition  
4.2.1.  The Commission’s precedents  
(47) In previous cases , the Commission considered that the relevant geographic market 
for bakery products , including its possible sub -segments,  is national in scope  on the 
basis o f different preferences and purchasing habits between Member States .38  
(48) Likewise, the Commission previously considered the relevant geographic market of 
sweet spreadable products as national in scope  because negotiations with customers 
of sweet spreadable p roducts are predominantly national in scope and the prices of 
sweet spreadable products are generally determined on a national basis .39  
4.2.2.   The Notifying Party’s view  
(49) The Notifying Party submits  that, in line with the Commission’s precedents,  the 
relevant geographic market for snacking products is at least national in scope.  In this 
regard, the Notifying Party notes that the pricing and marketing are generally 
national and that, on the customer side, there are national preferences in the 
consum ption of snacking products, reflected in different brands and different types 
of tastes.  However, the Notifying Party submits that the Baltics should be treated as 
a single geographic market due to similar competitive conditions.40 
                                                 
36  Questionnaire to customers, question 6; questionnaire to competitors, question 6.  
37  Questionnaire to customers, question 8; questionnaire to competitors, questions 8.  
38  M.6430 – Oaktree / Panrico, par. 22; M.6891 – Agrofert/ Lieken, par. 14 ; M.5644 – Kraft Foods/ 
Cadbury, par. 43; M.1920 – Nabisco/ United Biscuits, par. 12; M.4824 – Kraft/ Danone Biscuits, par. 15.  
39  M.7340 – Ferrero International/Oltan, par. 26; M.1990 – Unilever/Bestfoods, par.57.  
40  Form CO, paragraphs 208 -209. 
 
 
9 4.2.3.   The Commission’s assessm ent 
(50) In line with the Commission’s past practice, the results of the market investigation 
indicate that the markets for cakes, sweet biscuits, chocolate spreadable products and 
savoury snacks, are national in scope.  
(51) A majority of respondents to the market investigation that expressed a view indicate 
that preferences, purchasing habits, brands and pricing differ between different 
countries of the EEA.41 Moreover, a majority of customers that expressed a view in 
the market investigation indicated that they pro cure bakery and/or confectionery 
products on a national basis .42 
(52) Therefore, the Commission will assess the potential effects of the Transaction  on a 
national basis.  
4.3. Conclusion s on market definition  
(53) The Parties’ activities overlap in the following  plausible  product markets:  cake 
products, morning goods, cakes, biscuits , sweet biscuits, sweet spreadable products , 
chocolate spreadable products , snacking products , and savoury snacks.   
(54) The Commission will assess the potential effects of the Transaction on the plausible 
markets listed above at the national level.   
5. COMPE TITIVE ASSE SSME N T 
5.1. Legal framework  
(55) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective compe tition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position. In this respect, a merger can entail 
horizontal and/or non -horizontal effects.  
(56) Horizontal effects are those potentiall y deriving from a concentration where the 
undertakings concerned are actual or potential competitors of each other in one or 
more of the relevant markets concerned. The Commission appraises horizontal 
effects in accordance with the Horizontal Merger Guidel ines43. 
(57) According to paragraph 26 of the Horizontal Merger Guidelines, a number of factors 
need to be assessed  to determine whether significant non -coordinated effects are 
likely to result from a merge r. A non-exhaustive list of relevant factors is provided  in 
paragraphs 27 -38.  
(58) Accordingly, Sections 5.3.1 -5.3.5  of the present decision assess , respectively, market 
shares  and the increments brought about by the Transaction , closeness of 
competition between the Parties, the alternatives to the Parties and barr iers to entry, 
                                                 
41  Questionnaire to customers, question 10; questionnaire to competitors, question 10.  
42  Questionnaire to customers, question 9.  
43  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between under takings (‘Horizontal Merger Guidelines’), OJ C 31, 05.02.2014.  
 
 
10 and the impact that the main market participants expect from the Transaction.  Based 
on all these factors considered together, conclusions on horizontal non -coordinated 
effects are drawn in Section 5.3.6.  
(59) Non-horizontal effects may arise when the parties to a concentration either operate at 
different levels of the supply chain (vertical effects)  or are active in closely related 
markets (conglomerate effects) . As explained in Section 4.1, as the Parties operate at 
the same level of th e supply chain the Transaction does not lead to non -horizontal 
effects.    
5.2. Market structure  
(60) The Transaction  gives rise to the following horizontally affected markets  (that is to 
say, markets in which the Parties’ combined shares exceed 20%):  (i) cakes in 
Czechia, France, Greece, Hungary, Latvia, Lithuania, the Netherlands, Poland, 
Romania and Slovakia ; (ii) sweet biscuits in Czechia, Hungary, Lithuania, Poland, 
Romania and Slovakia ; (iii) chocolate spreadable products in Bulgaria and Greece 
and (iv) savoury  snacks in France.  
(61) The Parties’ market shares in value and in volume in the horizontally affected 
markets are reported in Table 1 (excluding private label sales ) and in Table 2 
(including private label sales ). 
(62) The market  for savoury snacks in France has a  HHI delta below 150 and the Parties 
have a combined market share below 50% ([20-30]%, private label excluded ). 
Therefore, the savoury snacks market  in France  satisfies  the conditions set out in 
point 6 of the  Commission Notice on a simplified procedure for treatment of certain 
concentrations under Council Regulation (EC) No 139/2004 (the ‘ Simplified 
Notice’) . For the reasons set out in the Simplified Notice , the Transaction is unlikely 
to raise competition concerns  in relation to this market , which will therefore  not be 
assessed  further .  
(63) In light of the above  considerations  and of the market shares in Tables 1 and 2, the 
assessment will focus on horizontal non -coordinated effects in the markets for (i) 
cakes in Czechia , France  (including private label) , Greece, Hungary, Latvia, 
Lithuania, the Netherlands  (excluding  private label) , Poland, Romania and Slovakia ; 
(ii) sweet biscuits in Czechia, Hungary, Lithuania, Poland, Romania and Slovakia ; 
and (iii) chocolate spreadable products in Bulgaria and Greece . 
(64) With respect to a possible segmentation of the relevant product markets by sale 
channels, the Parties were not able to provide market share estimates but they 
consider that the y would not significantly differ from those presented in Tables 1 
and 2 if a segm entation by sale channel were to be  made.44 
                                                 
44  Form C O, paragraph 301 . 

 
 
12 5.3. Horizontal non -coordinated effects  
5.3.1.  Cakes  
(65) The Commission considers that the Transaction does not raise serious doubts with 
respect to the affected markets for the sale of cakes. This is for the following  
reasons.  
(66) First, while  the Parties ’ combined shares exceed 20% in the cake markets in Czechia  
(including and excluding private label) , France  (including private label) , Greece, 
Hungary, Latvia, Lithuania, the Netherlands  (excluding private label) , Poland, 
Romania and Slovakia  (including and excluding private label) , the Transaction, a s 
show n in Tables 1 and 2, would lead to either low -to-moderate combined market 
shares which remain below [30-40]%, or, when combined market shares exceed [30-
40]%, to  increme nts that would be limited and at most [0-5]%. The two exceptions 
to this are the cake markets in (i) Latvia (where the combined market shares in value 
would be [70-80]% with an increment of [5-10]% and those in volume would be [70-
80]% with an increment of  [5-10]%, excluding private label; and [70-80]% in value 
with an increment of [5-10]% and [70-80]% in volume with an increment of [5-
10]%, including private label ) and Slovakia (where the combined market shares in 
value would be [80-90]% with an increment of [5-10]% and those in volume would 
be [70-80]% with an increment of [5-10]%, excluding private label; and [80-90]% in 
value with an increment of [0-5]% and [70-80]% in volume with an increment of [5-
10]%, including private label ). How ever, in both Latvia and Slovakia (as in the other 
affected markets), the Merged Entity would continue to face several competitors, as 
explained in more detail below.  
(67) Second, the Parties’ activities in cake s are largely  complementary , as Chipita  is 
mainly active in the production and supply of packaged croissants and other baked 
bread based products where Mondelēz  is not active . As internal documents of 
Mondelēz  explain, [market strategy] .45 As one customer of both Parties states: 
“Chipita’s produ cts don’t compete closely with Mondelēz ’s products and their 
products mostly differ and are not substitutable with one another ”.46 
(68) Chipita's main activities consist  in the production and supply of packaged  croissants 
and other baked bread based products. Mondelēz does not manufacture or  supply 
croissants or any other form of pastry product, and only has negligible activities  in 
baked bread based products , as can be seen from Figure 1 below . Moreover, 
Chipita's packaged croissants are typically  viewed as mo rning goods, where 
Mondelēz has a limited presence.  Mondelēz  itself considers croissants as a 
“neighbouring” market to its cake business and is a market in which it is not active .47  
Figure 1 
[Slide from internal document]  
Source: Form CO, Annex 5.4.A.10  – page 18  
                                                 
45  Form CO, paragraphs 86 and 87; Form CO, Mondelēz’ internal document titled […].  
46  Minutes of 05.10.2021 from a call with a customer.  
47  Form CO, paragraphs 86 and  87. 
 
 
13 (69) Moreover, the Parties are not close competitors in any of the affected cake markets. 
A majority of customers that expressed a view in the market investigation indicated 
that they do not view Mondelēz  and Chipita as close competitors.48 Indeed, as 
illustrated by Figures 2 and 3 below, Mondelēz ’s internal documents suggest that the 
Parties are not active in the same segments and each of them have other competitors 
(rather than the other Party) with whom they compete more closely that the other 
Party . 
Figure 2  
[Slide from internal document]  
Source: Form CO, Annex 5.4.A.1  – page 8  
Figure 3 
[Slide from internal document]  
Source: Annex 5.4.A.1  – page 29  
(70) The Parties’ internal documents also indicate that they are not close competitors in 
the markets where their combined shares are above [30-40]% and the increment 
brought about by the Transaction is above [0-5]%. Indeed, Mondelēz  internal 
documents  show tha t the company has lost sales in […], in favour of  competitors 
others than Chipita (see Figures 4-5 below):  
Figure 4      
[Slide from internal document]  
Annex 6.18.A.9 – page 9  
Figure 5 
[Slide from internal document]  
Annex 6.18.A.9 – page 14  
 
(71) As regards  Latvia, Chipita’s internal report of market intelligence49 shows brands 
other than Mondelēz ’ that compete with its own cakes products  (as can be seen from 
Figure 6 below) .  
Figure 6 
[Slide from internal document]  
Annex 6.18.B.2  
(72) Moreover, the Parties indicate that Mondelēz ’s presence in the cake  market s mainly 
consists of sales of its Barni brand, which is addressed to children aged between 
                                                 
48  Questionnaire to customers, Question 13.  
49  Annex 6.18.B.2  
 
 
14 […]. In contrast, Chipita's main cake product, sold under the  7DAYS' brand , is 
addressed to customers  of all ages. Only [0-10]% of Chipita's cake sales are made 
with its Chipicao brand, which is Chipita’s brand addresse d to children. In addition, 
although Chipita's Chipicao cakes are also addressed to children, they are addressed 
to children of a differen t age range  […] than those targeted by the Barni brand . 
Moreover, the Parties  submit that their products have different portion sizes and 
marketing methods.  
(73) Third,  in each of the affected market s a number of competitors would remain 
including both local pl ayers and large international competitors, such as Lotus 
Bakeries, Ferrero, Barilla, Valeo Foods, Dr Oetker, Bonne Maman.5051 
(74) In Czechia, the Merged Entity would continue to compete with large international 
competitors such as Valeo Foods ( [0-5]% in value and [5-10]% in volume , excluding 
private label s). Moreover , the Merged Entity would face some constraint s by private 
label suppliers that together hold a market share of  almost [10-20]% in value and 
over [20-30]% in volume.52 
(75) In France , the Merged Entity would compete with a number of supplie rs such as 
Jacquet Brossard ( [10-20]% in value and [10-20]% in volume , including private 
labels ), Ferrero ( [5-10]% in value and [5-10]% in volume , including private labels ), 
Andros ( [0-5]% in value , including private labels ) and Valeo Foods ( [0-5]% in 
value , including private labels ).53 
(76) In Greece , the Merged Entity would continue to compete with large international 
competitors and local producers such as Ferrero ( [20-30]% in value and [10-20]% in 
volume , excluding private label s), Stergiou  ([10-20]% in value and [10-20]% in 
volume , excluding private label s), Il Vecchio Forno  ([5-10]% in value , excluding 
private label s). Moreover, the Merged Entity would face some constraint s by private 
label suppliers that together  hold a market share of  about  [0-5]% in value and in 
volume.54 
(77) In Hungary , the Merged Entity would continue to compete with large international 
competitors and local producers such as  Ferrero ( [0-5]% in value, private label 
included), Do -Ra Snacks  ([0-5]% in value and [0-5]% in volume, private label 
excluded), Bahlsen ( [0-5]% in value, private label included). Moreover, the Merged 
Entity would face some constraint by private label suppliers that together  hold a 
market share of about  [40-50]% in value and over [50-60]% in volume.55 
(78) In Latvia , the Merged Entity would face competitive pressure from international and 
local producers , such a s Ferrero ( [5-10]% in value and [5-10]% in volume, private 
                                                 
50  Form CO, paragraph 328.  
51  The Parties were unable to provide market shares for competitors excluding private label for all affected 
markets, so some competitors the Commission will pres ent their market shares including private label and 
specifying this for each instance.  
52  Form CO, paragraphs 347 - 353. 
53  Form CO, paragraphs 356 - 362. 
54  Form CO, paragraphs 365 - 371. 
55  Form CO, paragraphs 374 – 381. 
 
 
15 label included)  and others (that together hold a combined market share of around 
[10-20]% in value and [20-30]% in volume, private label included ). 56  
(79) In Lithuania , the Merged Entity would compete s with a number of  international and 
local producers  such as Ferrero ( [5-10]% in value and [0-5]% in volume , excluding 
private label, ), Casalini s.r.l.  ([5-10]% in value and [5-10]% in volume , excluding 
private label ). Moreover, the Merged Entity would face some constraint s by private 
label suppliers that hold together a market share of almost [0-5]% of the market in 
value and over [0-5]% of the market in volume.57 
(80) In the Netherlands , the Merged Entity would compete with a number of  international 
and local producers such as Valeo Foods ( [10-20]% in value and [20-30]% in 
volume, excluding private label ), and others like Lotus and Ferrero. Moreover, the 
Merged Entity would face some constraints by private label suppliers that together  
hold a market share of almost [70-80]% of the market in value and over [80-90]% of 
the market in volume.58 
(81) In Poland , the Merged Entity would continue to compete with large  international and 
local producers  such as Oskroba ( [10-20]% in value and [30-40]% in volume, private 
label included ), Kopenik  ([5-10]% in value, private label included), Ferrero ( [0-5]% 
in value, private l abel included). Moreover, the Merged Entity would face some 
constraint by private label suppliers that together hold a market share of almost [20-
30]% of the market in value and over [30-40]% market in volume.59 
(82) In Romania , the Merged Entity would continue to compete with large  international 
and local producers  such as  Julius Meinl ( [10-20]% in value and [10-20]% in 
volume, private label excluded), Alka  ([10-20]% in value, private label excluded), 
Primo ( [5-10]% in value, private label excluded), Boromir ( [20-30]% in value, 
private label included), Kex (10% in value, private label included), Ferrero ( 5-10% 
in value, private label included). Moreover, the Merged Entity would face some 
constraint by private label suppliers that together hold a market share of a lmost  [10-
20]% of the market in value and over [10-20]% market in volume.60 
(83) In Slovakia , the Merged Entity would continue to compete with local producers and 
large international producers, such as  Valeo Foods ( [0-5]% in value, private label 
excluded)  and others (with a combined market share of [10-20]% in value and [20-
30]% in volume, private label excluded ). Moreover, the Merged Entity would face 
some constraint s by private label suppliers that together hold a market share of 
almost [5-10]% in value and over [5-10]% in volum e.61  
(84) Fourth, even though the majority of the market participants that expressed a view in 
the market investigation consider that , in general,  barriers to entry in the cake market 
are medium62 for a new manufacturer, they also noted that established manufacturers 
                                                 
56  Form CO, paragraphs 383 – 389. 
57  Form CO, paragraphs 390 – 397. 
58  Form CO, paragraphs 400 – 405. 
59  Form CO, paragraphs 408 -410. 
60  Form CO, paragraphs 419 -422. 
61 Form CO, paragraphs 429 -430. 
62  Questionnaire to customers, question 16; Questionnaire to competitors, question 15.  
 
 
16 can expand in adjacent markets.63 The view that established manufacturers already 
present in the market with strong brands can enter into  adjacent markets is also 
supported by internal documents of Mondelēz  that show [Mondelēz market 
strategy ].64  
(85) Fifth, no substantiated concerns have been raised in  the market investigation as to 
any potential  effects of the Transaction on prices, innovation  and choice .65  
5.3.2.  Sweet biscuits  
(86) The Commission considers that the Transaction does not raise serious doubts with 
respect to the affected markets for the sale of sweet biscuits. This is for the following 
reasons.  
(87) First, while  the Parties ’ combined shares exceed 20% in the sweet biscuits  markets 
in Czechia, Hungary, Lithua nia, Poland, Romania and Slovakia , the Transaction, as 
shown 1 and 2, the Transaction would lead to either low -to-moderate combined 
market shares which remain below [30-40]%, in all markets with the exception of 
Czechia  (where market shares would be [50-60]% in value and [40-50]% in volume, 
private label excluded ). Moreover, the increments brought about by the Transaction 
would be limited and at most [0-5]% in all affected markets, including Czechia .  
(88) Second , the HHI delta for the affected sweet biscuits ma rkets is below 150 and the 
Parties’ combined market share is below 50%. Therefore, the sweet biscuits markets 
in Czechia, Hungary, Lithuania, Poland, Romania and Slovakia  satisfy the 
conditions set out in point 6 of the Simplified Notice . It follows that, absent special 
circumstances that are not present in this case, it can be considered that the 
Transaction does not raise competition concerns  with respect to those markets . 
(89) Third , the Parties are not close competitors in any of the affec ted sweet biscuits  
markets. A majority of customers that expressed a view in the market investigation 
indicated that they do not view Mondelēz  and Chipita as close competitors.66 This 
view is also supported by the fact that  Chipita's sweet biscuits ’ average  price per 
kilogramme is materially different from that of Mondelēz .67 
(90) Furthermore, the internal documents of the Parties do not seem to indicate that any 
of the Parties monitor the activities and market shares of the other Party but rather 
focus on other c ompetitors  (as exemplified by  Figure 7 below):  
Figure 7 
[Slide from internal document]  
Source: Form CO, Annex 5.4.A.10  – page 13  
                                                 
63  Questionnaire to customers, question 16.1; Questionnaire to competitors, question 15.1.  
64  Reply to RFI PN 1, [internal document] ; Reply to RFI PN 1, [internal document] . 
65  Questionnaire to customers, questions 16 -20; Questionnaire to competitors, quest ions 15 -19. 
66  Questionnaire to customers, Question 13.  
67  Mondel ēz's average price per kilogram for sweet biscuits across the affected markets is EUR […], 
whereas Chipita's average price per kilogram across the affected markets is EUR […]. – Form CO, 
paragraph 314.  
 
 
17 (91) Fourth , customers will retain a number of alternatives available post -Transaction as 
there are international players remaining in the affected markets like Lotus Bakeries, 
Ferrero, Barilla, Valeo Foods, Dr Oetker, Bonne Maman, which offer strong 
internationally recognised brands.68 
(92) Fifth, no substantiated concerns have been raised in the  market investigation as to 
any potential effects of the Transaction on prices, innovation  and choice .69  
5.3.3.  Chocolate spreadable products  
(93) The Commission considers that the Transaction does not raise serious doubts with 
respect to the affected markets for the sale of chocolate spreadable products. This is 
for the following reasons.  
(94) First, while the Parties’ combined shares exceed 20% in chocolate spreadable 
products markets in Bulgaria and in Greece, the Transaction, as shown in Tables 1 
and 2, on the one hand,  would lead to moderate combined market shares in Bulgaria 
and, in the other hand, to increments that would be limited and at most [0-5]% in 
both markets.  
(95) Second, the HHI delta for the affected chocolate spreadable products markets is 
below 150 and the Pa rties’ combined market share is below 50% (if market shares in 
value are considered this does not apply to the market for spreadable chocolate 
products in Greece) . Therefore, the chocolate spreadable products markets in 
Bulgaria and in Greece satisfy the c onditions set out in point 6 of the Simplified 
Notice. It follows that, absent special circumstances that are not present in this case, 
it can be considered that the Transaction does not  raise competition concerns  with 
respect to those markets . 
(96) Third , the Parties are not close competitors in any of the affected spreadable 
chocolate products markets . A majority of customers that expressed a view in the 
market investigation indicated that they do not view Mondelēz and Chipita as close 
competitors.70 This view is also supported by the fact that Chipita's spreadable 
chocolate products ’ average prices per kilogramme are materially different than 
those of Mondelēz.71 
(97) Fourth , customers will retain a number of alternatives available post -Transaction as 
there are inter national players remaining in the affected markets like Ferrero, Ion and 
Oskar.72 
(98) Fifth, no substantiated concerns have been raised in the market investigation as to 
any potential effects of the Transaction on prices, innovation  and choice .73  
                                                 
68  Form CO, paragraph 328.  
69  Questionnaire to customers, questions 16 -20; Questionnaire to competitors, questions 15 -19. 
70  Questionnaire to customers, Question 13.  
71  Mondel ēz's average price per kilogram for sweet biscuits across the affe cted markets is EUR […], 
whereas Chipita's average price per kilogram across the affected markets is EUR […]. – Form CO, 
paragraph 314.  
72  Form CO, paragraph 328.  
73  Questionnaire to customers, questions 16 -20; Questionnaire to competitors, questions 15 -19. 
 
 
18 5.3.4.  Conclusions on horizontal non-coordinated effects  
(99) Based on the considerations presented in paragraphs 65-98 and in view of the results 
of the market investigation and of all evidence available to it, the Commission 
considers that the Transaction does not  give rise to serious doubts as to its 
compatibility with the internal market and the  EEA Agreement with respect to 
horizontal non -coordinated effects in any plausible market s, and in particular in the 
following markets:  
(i) cakes in Czechia, France, Greece , Hungary, Latvia, Lithuania, the Netherlands, 
Poland, Romania and Slovakia;  
(ii) sweet biscuits in Czechia, Hungary, Lithuania, Poland, Romania and Slovakia;  
(iii) chocolate spreadable products in Bulgaria and Greece; and  
(iv) savoury snacks in France.  
6. CONCLUSION  
(100)  For the above reasons, the 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 
Regul ation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President