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 , 29.10.2018  
C(2018 ) 7348 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9019  – Mars/AniCura  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041  
Dear Sir or Madam,  
(1) On 10 September 2018 , the European Commission  (the "Commission")  received 
notification of a proposed concentration pursuant to Article 4 of the Merger 
Regulation by which Mars, Incorporated ("Mars"  or the "Notifying Party" , USA ) 
intends to acquire, within the meaning of Article 3(1)(b) of the Merger 
Regulation, sole control of AniCura TC AB and its subsidiaries ("AniCura" , 
Sweden ), (the "Transaction" ).2 Mars and AniCura are further collectively referre d 
to as the "Parties" , whist the undertaking that would result from the Transaction is 
referred to as "the merged entity" . 
                                                 
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 throughout this decision.  
2  Publication in the Official Journal of the European Union No C 327, 17.9.2018,  p.16. 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information omitted has been replaced by 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 1. THE PARTIES  
(2) Mars is a global privately held company active in various consumer product 
sectors. Through its business division Mars Pe tcare, Mars is a pet food and 
veterinary care provider, active in the dietetic  pet food segment via its Royal 
Canin brand, which it markets worldwide, including in the EU. Mars Petcare also 
operates veterinary health businesses in North America and in the UK and is the 
world's biggest veterinary health group.  
(3) AniCura operates a leading chain of veterinary clinics and hospitals throughout 
northern Europe, with significant operations (in order of importance in terms of 
turnover generated) in Sweden, Germany,  Norway, the Netherlands and 
Denmark, and smaller operations in Austria, Italy, France and Spain.  
(4) AniCura also operates VetFamily,  a veterinary franchise operation described by 
the Parties as a "partnership network for independent veterinary clinics". 
VetFamily currently has over 1 000 independent members across Sweden, 
Norway, Denmark, Germany and the Netherlands . AniCura owns 17 of those 
members,  all located in Denmark . AniCura is responsible f or the procurement of 
products for these franchise veterinary clinics, including the procurement of 
dietetic  pet food.  VetFamily also  offers a number of training events to its 
members.  
(5) AniCura operates a similar veterinary franchise operation , called Sterk liniek , in 
the Netherlands which  currently has 75 members (of which 27 are owned by 
AniCura).   
2. THE OPERATI ON AND CONCENTRATION  
(6) Pursuant to a sale purchase agreement entered into on 7 June 2018 between Mars 
(as buyer) and Nordic Capital, Fidelio Capital and  other minority shareholders of 
AniCura (as sellers), Mars will acquire 100% of the issued and to be issued share 
capital in AniCura.  
(7) As a result of the Transaction, Mars will obtain sole control over AniCura.  
(8) Therefore, the Transaction constitutes a conc entration within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIMENSION  
(9) The Parties  have a combined aggregate world -wide turnover of more than EUR 5 
000 m illion3 (EUR: […]). Each of them  has a n Union -wide turnover in excess of 
EUR 250 million  (Mars : EUR […]; AniCura : EUR […]), but each does not 
achieve more than two -thirds of its aggregate Union -wide turnover within one 
and the same Member State.  
                                                 
3  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1 ). 
 
3 (10) The notified operation therefore has a Union  dimension  pursuant to Article 1(2) 
of the Merger Regulation . 
4. APPLICABILITY OF THE EEA  AGREEMENT  
(11) Article 8 of the EEA Agreement4 provides that, unless otherwise specified, the 
provisions of the EEA Agreement shall apply only to:  
(a) products falling within Chapters 25 t o 97 of the Harmonized Commodity 
Description and Coding System ("HS Nomenclature"), excluding the 
products listed in Protocol 2 to the EEA Agreement5; 
(b) products specified in Protocol 3 to the EEA Agreement6, subject to the 
specific arrangements set out in t hat Protocol.  
(12) The HS Nomenclature of dog or cat food, put up for retail sale , is 2309.10 and 
2309.90 for other preparations of a kind used in animal feeding . Pet food 
therefore falls within Chapter 23, and not within Chapters 25 to 97, of the HS 
Nomenclatu re. Pet food is not  covered in Protocol 3 to the EEA Agreement. 
Therefore, the EEA Agreement does not apply to pet food products and the 
assessment of the impact of the Transaction for  pet food hence falls outside  
Article 57 of the EEA Agreement on merger control.  
(13) The Notifying Party argues7 that the Commission has exclusive jurisdiction to 
review the Transaction within the EEA , since the Transaction concerns the 
acquisition of a company active in the provision of veterinary services, which fall 
within the scope of the EEA Agreement.   
(14) The Commission notes that the relevant downstream market in this case concerns 
not the provision of veterinary services, but the retail of pet food. The fact that the 
target company is  also active in the provision of veterinary services is not 
sufficient to conclude that the downstream market is the provision of such 
services and that the Commission therefore has exclusive jurisdiction in the EEA.  
(15) The assessment of the impact of the Tr ansaction for pet food in the EFTA States 
hence falls outside the jurisdiction of the Commission. Consequently, the present  
Decision will analyse the effects of the Transaction on the EU market for pet food 
products and will not assess possible anticompeti tive effects  in Norway, Iceland 
and Lichtenstein . 
                                                 
4  Agreement on the European E conomic Area, OJ No L 1, 3.1.1994, p.3.  
5  EEA Agreement, P rotocol 2 on products excluded from the scope of the Agreement in accordance 
with article 8(3)(A) of the Agreement.  
6  EEA Agreement, Protocol 3 concerning products  referred to in Article 8(3)(B) of the Agreement.  
7  Paper on the European Commission's jurisdiction over the affected markets in Norway, 12 October 
2018.  
 
4 5. RELEVANT MARKET S 
5.1. Introduction  
(16) The Transaction concerns two companies operating mostly at different levels of 
the supply chain . Mars is a  manufacturer of dietetic pet food, which it supplies to 
veterinary cl inics and animal hospitals . AniCura is the owner of a chain of 
veterinar y clinics and animal hospitals ( as well as of the VetFamily and 
Sterkliniek purchasing agreement network s of independent clinics ), where dietetic 
pet food is sold to pet owners.   
(17) "Diet etic pet food" (also referred to in the industry as "therapeutic" or "veterinary 
diet" pet food) is pet food that is intended to be formulated to meet the specific 
dietary requirements of a pet that is suffering from one or more specific health or 
dietary issues, and is typically recommended by a veterinarian.8 
(18) Whilst AniCura also supplies  range s of private label  dietetic pet food made 
available in its clinics in Denmark and in Sterkliniek clinics in the Netherlands, 
the horizontal overlaps with the supplies of dietetic pet food by Mars are very 
limited.9 
(19) Mars owns and operates veterinary clinics in the UK, but given that AniCura is 
not present in the UK, no horizontal overlaps in veterinary services arise as a 
result of the Transaction.  
(20) In order to a ssess the Transaction's impact on competition, the Commission has 
assessed the definition of the relevant upstream and downstream market s. 
5.2. The upstream market – manufacture and supply of dietetic pet food  
5.2.1.  Relevant product market  definition  
5.2.1.1.  The Notifying Party 's arguments  
(21) The Notifying Party claims  that the relevant product market  upstream concerns 
industrial (or prepared) pet food for dogs and for cats ,10 which could be sub -
segmented into  (i) dry dog  food, (ii) wet dog  food, (iii) dry cat  food, and (iv) we t 
cat food products.11 In particular, the Notifying Party does not believe that dietetic 
pet food forms a distinct product market.12  
                                                 
8  Form  CO, paragraphs  102(a), 104. Examples  of medical conditions  for which  dietetic  pet food is 
available  include  gastrointestinal, dermatological , obesity /weight  management, allergies , joint/mobility  
(arthritis ), urinary , renal, cardiac , and diabetes.  
9  Form CO, paragraphs 24 - 26 
10  Form CO, paragraph  91. 
11  Form CO, paragraph 14.  
12  Form CO, paragraph 103; Parties' response to RFI 1, question 2.  
 
5 (22) The Notifying Party claims that there is a high level of demand -side 
substitutability between dietetic pet food and other pet food .13 For example, in the 
Notifying Party's view, substitution between dietetic and ' conventional ' (or 
mainstream , non -dietetic) pet food can occur where the pet owner supplement s 
conventional pet food with over -the-counter medicat ion or dietary suppl ements to 
manage the pet's health condition.14 
(23) The Notifying Party also argues that there is a high level of supply -side 
substitutability  between dietetic pet food and other pet food , since (i) many of 
Mars' competitors offer dietetic as well as non -dieteti c pet food; (ii) the 
equipment processes required to manufacture dietetic and non -dietetic pet food 
are essentially similar and normally not regarded as a key determinant of 
differentiation (although the manufacturing processes are sometimes adjusted to 
reflect specific product requirements); and (iii) the investment into additional 
research and development, and product and brand awareness (including with 
professionals such as veterinarians), as well as specific product labelling and 
wider marketing, can be  easily replicated by new entrants.15  
(24) Finally, t he Notifying Party also claims that […]. At the same time, the Notifying 
Party acknowledges that dietetic products have a more  complex formulae, 
including a wide range of different (higher quality) ingredient s (or spe cifically 
excluded ingredients)  and vitamin and mineral additives, which manufacturers 
tailor to support their claims of assisting pets' fight against certain medical 
conditions.16  
5.2.1.2.  The Commission 's assessment  
(25) In its previous decisions relating to pet food, the Commission found that: (i) 
industrial dog an d cat food is a distinct market, separate from home prepared pet 
food;17 (ii) dog food and cat food are not part of the same relevant product 
market ;18 (iii) dry dog  food, wet dog  food, dry cat  food, and wet cat food products 
each constitute a separate product market ;19 and (iv) it cannot be excluded that 
                                                 
13  Form CO, paragraphs 103, 113, 116 -117, 119 -124, 127; Parties' supplemental submission on market 
definition and substitution, 22 October 2018.  
14  Form CO, paragraph 124(a) -(e). 
15  Form CO, paragraphs  145-146, 150 -151. 
16  Form CO, paragraphs 107, 118 ; Parties' response to RFI 1, question 2, paragraph 2.18 . 
17  Case IV/M.554 - Dalgety/The Quaker Oats Company , paragraph 12 ; confirmed in Case IV/M.1127 - 
Nestlé/Dalgety , paragraph 8 (this question was left open in that case, as the assessment of the 
competitive impact of the case did not change whether grocery and non -grocery stores were 
considered together or separately).  
18  Case IV/M.1127 - Nestlé/Dalgety , paragraph 13; Case M.2337 – Nestlé/Ralston Purina , paragraph 10 . 
19  Case M.2337 – Nestlé/Ralston Purina , paragraph 12 ; Ca se M.2544 – Masterfoods/Royal Canin , 
paragraphs 9 -11. 
 
6 specialist (non -grocery) stores are a separate relevant product market from 
grocery stores.20 
(26) The Commission in the present case particularly assesse d the potential distinction 
of dietetic pet food and other types of pet foods. Based on the evidence available 
and on the results of the market investigation, the Commission finds that dietetic 
pet food constitutes a distinct relevant product market based on the following 
reasons.  
(27) Demand -side substitutability  between dietetic pet food and other pet food was 
shown to be very limited.  None of the competitors and veterinarians that 
responded to the Commission's market investigation considered that non-dieteti c 
pet food could be substituted for dietetic pet food  from the view point of the 
consumer .21 It was noted that dietetic pet food fulfils a particular purpose, being 
formulated to address the nutritional requirements of specific health conditions  in 
pets.22 For example, one market participant explained that "[ f]rom a veterinary 
point of view, the use of dietetic fe eds to support nutrition -related diseases  […] is 
absolutely necessary and cannot be replaced by conventional feed ."23 It was 
further noted that dietetic pet food was not fit for healthy animals and that feeding 
healthy animals  a dietetic pet food diet over a prolonged period of time may lead 
to malnutrition or other health problems.24 Therefore, as was stressed by several 
market participants, a dia gnosis and a medical indication from a veterinarian are 
required before a pet can be fed dietetic pet food.25 
(28) A very small number of  responding veterinarians stated that non -dietetic pet food 
could be substituted for dietetic pet food, but only if the forme r is modified by 
means of prescription or over -the-counter medicine and/or nutritional 
supplements. One veterinarian noted that "[ s]ubstitution with feed prepared by 
oneself in accordance with a recipe is possible, but for most customers not 
practicable ".26 Another veterinarian explained that substitution is problematic for 
some specifically formulated dietetic pet food products, for example those 
designed to feed pets with allergies, or with kidney or  urinary stones, given that 
those types of feed contain l arge reductions of certain raw materials (such as 
proteins and minerals).27 
                                                 
20  Case M.1127 - Nestlé/Dalgety , paragraph 8 ; Case M.2337 – Nestlé/Ralston Purina , paragraph 14.  
21  Responses to Q1 - Questionnaire  to Veterinarians, question 3; Responses RFI to Competitors, question 
5. 
22  Responses to Q1 - Questionnaire to Veterinarians, question 3; Responses to RFI to Competitors, 
question 5.  
23  Response to RFI to Competitors, question 5.  
24  Responses to RFI to Competitors, question 5.  
25  Responses to RFI to Competitors , question 5; Responses to Q1 - Questionnaire to Veterinarians, 
question 3.1. 
26  Response to Q1 - Questionnaire to Veterinarians, question 3 .  
27  Response to Q1 - Questionnaire  to Veterinarians, question 3.  
 
7 (29) There is very little evidence of switching between dietetic and non -dietetic 
(conventional) pet food once dietetic pet food has been recommended. For 
example, switching from dieteti c to conventional pet food would occur only when 
the dietetic pet food product is no longer considered necessary, or if the pet does 
not find it palatable (refusing to eat it), in which case the recommended dietetic 
pet food is replaced by an alternative d ietetic pet food product, or an alternative 
solution recommended by a veterinarian.28 Market participants have explained 
that if a pet (especially with a long -term health condition) is switched to 
conventional pet food, the pet owner would generally switch back to giving the 
pet the dietetic pet food product once the y notice that the  health issue recurs 
and/or once the veterinarian at a follow -up visit draws their attention to the need 
to follow the recommended diet.29 
(30) The results of the market investigation also show that dietetic pet food tend s to be 
more expensi ve than non -dietetic pet food: the average prices for dietetic pet food 
products were estimated to be between 10 -30% and up to 3 times higher than for 
non-dietetic pet food products.30 
(31) As regard s supply -side substitutability, the Notifying Party's arguments as to the 
high degree of substitutability were similarly not supported by the resul ts of the 
market investigation, which revealed a very limited degree of supply -side 
substitutability.  Most conv entional pet food manufacturers do not manufacture 
dietetic pet food,31 and specialised dietetic pet food manufacturers do not 
manufacture conventional pet food.32 
(32) The key characteristic of dietetic pet food is the very specific nutritional product 
profile,33 meaning that these products either contain or lack specific ingredients, 
substances, vitamins or minerals. Dietetic pet food therefore requires very 
different recipes from conventional pet food . One competitor explained that 
dietetic pet food is " characte rised by a more rigorous attention to achieving exact 
nutrient levels – both at the design and ongoing manufacturing stages ."34 Another 
competitor explained that the formulation of dietetic pet food requires specialist 
knowledge and know -how, to ensure that  it can be manufactured consistently and 
in particular, that " advanced nutritional mastery is required – either an 
                                                 
28  The majority of competitors agree – Responses to RFI to Competitors, question 8; Responses to Q1 - 
Questionnaire to Veterinarians, question 11, question 11.1 and question 12.1.  
29  Responses to RFIs to Competitors, questio n 8; Responses to Q1 - Questionnaire to Veterinarians, 
question 11.1.  
30  Responses to RFIs to Competitors, question 6.  
31  Mars  (with its Roy al Canin brand of dietetic pet food) and Nestle (with its Purina brand of dietetic pet 
food) are the exceptions.  
32  Specialised manufacturers that manufacture pet food sold via the veterinary channel (including dietetic 
pet food) do not manufacture conventional pet food that is normally found in grocery stores include 
Hill's, Dechra, Vet Concept and Virbac . 
33  Responses  to RFI to Competitors, question 5.  
34  Response RFI to Competitors, question 7.  
 
8 experienced Animal Nutritionist well -versed in Clinical Conditions who 
understands the clinical condition, how to manage it from a nutritiona l standpoint 
and is well -versed in interpreting and applying PARNUTS, or a Veterinary 
Clinical Nutritionist ."35 Whilst competitors agreed that a conventional pet food 
manufacturer could achieve the specific nutritional product profile with the 
requisite att ention to nutrient levels required for dietetic pet food, it would have to 
invest into R&D and gain expertise before it could start manufacturing dietetic pet 
food.36 
(33) Dietetic pet food product development incurs significant research and 
development spending . All of the competitors that responded to the market 
investigation stated that the development of dietetic pet food products is more 
resource -intensive than the development of conventional pet food, since it 
requires more scientific research  and takes sig nificantly more time .37 Mars itself 
admits that dietetic pet food requires a higher level of investment than 
conventional pet food, explaining that "[i]n addition to increased spend on 
research and development for certain health conditions, a key investment  involves 
brand education and development, including with professionals in the pet 
industry, particularly veterinarians and breeders.  […] such investment relates to 
awareness and education of certain conditions, effective treatments, and product 
performanc e."38 Competitors have also referred to the need for the dietetic pet 
food manufacturer to provide a high level of clinical proof of efficacy in order to 
satisfy the high product quality standard demanded by veterinarians.39  
(34) Dietetic pet food products must comply with the requirements of EU Directive 
2008/38/EC40 on animal feed for particular nutritional purposes (the so -called 
"PARNUTs" legislation) , which is deemed by competitors to be " far more 
stringent than legislation for conventional pet food "41. Direct ive 2008/38/EC 
prescribes the essential nutritional characteristics, the recommended length of 
time for the use of , and the specific labelling declarations that must be made with 
respect to the nutritional content of different types of , dietetic pet food .42 
                                                 
35  Response to RFI to Competitors, question 7.  
36  Responses to RFI to Competitors, question 7.  
37  Responses to RFI to Competitors, question 13; Responses to RFI to Competitor s, question 7.  
38  Form CO, paragraph 151.  
39  Response to RFI to Competitors, question 7.  
40  Commission Directive 2008/38/EC of 5 March 2008 establishing a list of intended uses of animal 
feedingstuffs for particular nutritional purposes  (OJ L 202, 31.7.200 8, p.48).  
41  Response to RFI to Competitors, question 5.  
42  The types of particular nutritional purposes for cats and dogs regulated by Directive 2008/38/EC are: 
(i) support of renal function in case of chronic renal insufficiency (ii) dissolution of struv ite stones, 
(iii) reduction of struvite stone recurrence, (iv) reduction of urate stone formation, (iv) reduction of 
oxalate stones formation, (v) reduction of cysteine stones formation, (vi) reduction of ingredient and 
nutrient intolerances, (vii) reducti on of acute intestinal absorptive disorders, (viii) compensation for 
maldigestion, (ix) support of heart function in the case of chronic cardiac insufficiency, (x) regulation 
of glucose supply ( Diebetes mellitus ), (xi) support of liver function in the case  of chronic liver 
 
 
9 Directive 2008/38/EC also requires specific wording to be indicated on the 
packaging of the dietetic pet food product: " It is recommended that a 
veterinarian's opinion be sought before use [or before extending the period of 
use]" (depending on the particu lar nutritional purpose in question).  
(35) Further regulatory requirements are imposed by Article 13 of Regulation 
767/2009,43 which prescribes the conditions for the appearance of claims on pet 
food packaging and labelling. Thus, claims as to the absence or pre sence of a 
substance, or any specific nutritional characteristic or process , must be objective, 
verifiable by competent authorities, understandable by the user of the feed and 
supported by scientific substantiation when the feed is placed on the market.  This 
means that dietetic pet food that is more likely to make such claims must comply 
with more stringent regulatory requirements than conventional pet food, which is 
less likely to make such claims. Furthermore, claims that the feed will prevent, 
treat or c ure a disease are not allowed, nor are claims that the feed has a particular 
nutritional purpose, unless that purpose is one listed in Directive 2008/38/EC. In 
other words, dietetic pet food may display claims that are not allowed for non -
dietetic pet food  (and in turn is subjected to a heavier regulatory burden) . 
(36) Whilst the general  plant and  equipment used for the manufacture of dietetic pet 
food is similar or essentially the same as that used for the manufacture of 
conventional pet food,44 special manufact uring processes may be required for 
dietetic pet food. For example, it is absolutely necessary to ensure consistency of 
nutritional and ingredient profiles between production batches.45 Furthermore, 
certain types of dietetic pet food require specific qualit y controls or equipment 
adjustment. Mars explains that manufacturing processes are sometimes adjusted 
to reflect any specific product requirements (such as […]).46 […].47  
(37) Finally , dietetic pet food is sold almost exclusively via the veterinary channel.  
Market participants estimate that the  veterinary channel accounts for over 90% of 
dietetic pet food sales, especially in certain markets, like the Nordics.48  
(38) In light of the foregoing  and taking the results of the market investigation and all 
the evidence  available to it into account , the Commission considers that the 
                                                                                                                                                 
insufficiency, (xii) regulation of lipid metabolism in the case of hyperlipidaemia, (xiii) reduction of 
copper in the liver, (xiv) reduction of excessive body weight, (xv) nutritional restoration, 
convalescence, (xvi) support of skin func tion in the case of dermatosis and excessive loss of hair.  
43  Regulation (EC) No. 767/2009 of the European Parliament and of the Council on the placing on the 
market and use of feed (OJ L 229, 1.9.2009, p.1).  
44  Form CO , paragraph 146 ; Responses to RFI to Competitors, question 7; Minutes of a call with a 
competitor, 13 September 2018, 10.00 CET.  
45  Response to RFI to Competitors, question 7.  
46  Form CO, paragraph  146 and footnote 103;  Parties' respo nse to RFI 1, question 2, paragraph 2.17 and 
footnote 65; F orm CO, paragraph 149.  
47  Form CO, paragraph  149; Parties' respo nse to RFI 2, question 4, paragraph 4.3.  
48  Responses to RFI to Competitors, question 12.  
 
10 manufacture and supply of dietetic pet food constitutes a distinct relevant product 
market, separate from the market for the manufacture and supply of non -dietetic 
pet food.   
5.2.2.  Relevant geographic market definition  
5.2.2.1.  The Notifying Party 's arguments  
(39) The Notifying Party argues that the market definition can be left open but should 
not be sub -segmented below the national level,49 noting also that the markets for 
(i) dry dog  food, (ii) wet dog  food, (iii) dry cat  food, and (iv) wet cat food 
products have previously been defined as national in scope.50 
5.2.2.2.  The Commission 's assessment  
(40) In Nestle/Ralson Purina , the Commission  considered that the relevant geographic 
market for industrial pet food is national in scope, given that the purchasing 
pattern even of internationally active retailers was predominantly national, and 
that significant price differences existed among Member States.51 
(41) The market investigation in the present case has similarly sho wn that the relevant 
geographic market for the manufacture and supply of dietetic pet food is national 
in geographic scope, given that: (i) suppliers tend to have dedicated local 
presence, personnel and distributors in various countries,52 (ii) the majority  of 
competitors have indicated that they have different routes to market in different 
countries,53 and (iii) there is evidence of varying brand presence in national 
markets, with regional and national actors present in certain national markets but 
not others.54 
5.2.3.  Conclusion on the relevant market for the manufacture and supply of dietetic pet 
food 
(42) In ligh t of the above considerations and taking the outcome of the market 
investigation and all the evidence available to it into account, t he Commission 
considers that the relevant product market upstream is the manufacture and 
supply of dietetic pet food , which  constitutes a distinct relevant product market, 
separate from the market for the manufacture and supply of non -dietetic pet food.  
(43) The market for the manufacture and supply of dietetic pet food is national in 
geographic scope.  
                                                 
49  Form CO, paragraph  162. 
50  Form CO, paragraph 14.  
51  Case M.2337 – Nestle/Ralston Purina , paragraph 21.  
52  Responses to RFI to Competitors, question 15, question 16 and question 18.  
53  Responses to RFI to Competitors, question 15, question 16 and question 17.  
54  Responses to RFI to Competitors, question 3.  
 
11 5.3. The downstream market - retai l of dietetic  pet food  through the veterinary 
channel  
5.3.1.  Relevant product market definition  
5.3.1.1.  The Notifying Party 's arguments  
(44) The Notifying Party submits that the relevant product market is the  provision of 
veterinary services through veterinary practices.55 The Notifying Party considers 
that in the absence of any horizontal overlap in this sector, there is no need to 
consider potential market definitions in any detail, although it also acknowledg es 
veterinary services' ancillary activity as a distribution channe l for pet food.56 
5.3.1.2.  The Commission 's assessment  
(45) The Transaction concerns the supply and sale of dietetic pet food through 
veterinary clinics, and not the provision of veterinary services.  
(46) In Nestlé/Dalgety , the Commission found that it cannot be excluded that specialist 
(non-grocery) stores are a separate relevant product market for the sale of pet 
food from grocery stores.57 
(47) The results of the market investigation in this case are firmly conclusive of the 
fact that veterinary clinics constitute a separate relevant product market for the 
sale of dietetic pet food, because: (i) dietetic pet food is sold almost exclusively 
through veterinary clinics; (ii) dietetic pet food sold through veterinary clinics 
tends to be more expensive than dietetic pet food sold v ia other channels (e.g. 
online) and (iii) suppliers tend to market dietetic pet food at a clinic -per-clinic 
level .58  
5.3.2.  Relevant geographic market  definition  
5.3.2.1.  Notifying Party arguments  
(48) The Notifying Party submits that the market for veterinary services, to the  extent 
that these are relevant in the present case in light of the vertical relationship of 
their ancillary activity as a distribution channel for pet food, have to be 
considered a t national level.59 
                                                 
55  Form CO, paragraph  14. 
56  Form CO, paragraph  14. 
57  Case M.1127 - Nestlé/Dalgety , paragraph  8; Case M.2337 – Nestlé/Ralston Purina , paragraph  14. 
58  Responses to RFI to Competitors, question 17; Minutes of a call with a competitor, 1 August 2018, 
14.00 CET; Responses to Q1 – Questionnaire t o Veterinarians, question 13.1, question 14 and question 
14.1.  
59  Form CO, paragraph 14.  
 
12 5.3.2.2.  The Commission 's assessment  
(49) In Nestlé/Ralston Purina  the Commission concluded that, at the retail level, the 
prepared pet  food markets are national in scope. The market investigation in that 
case revealed, inter alia, that the purchasing pattern even of internationally active 
retailers is still predominantly na tional, that significant price differences and 
market structures exist between Member States and that specialty shops purchase 
their pet food requirements almost exclusively at national level.60 This conclusion 
was largely confirmed by the Commission's find ings in Masterfoods/Royal Canin , 
where the Commission found that for the majority of respondents, purchasing 
patterns of demand were still essentially national as concerns the main grocery 
retailers, whilst they were nearly always national or even sub -national as concerns 
the specialty retailers .61  
(50) The market investigation in the present case confirms that the retail of dietetic pet 
food via the veterinary channel is local  in geographic scope , given that: (i)  
veterinary clinics tend to attract customers fro m their vicinity , and (ii) t he 
majority of respondent market participants indicated that the maximum distance 
travelled by pet owners to veterinary clinics is less than 90 km .62  
5.3.3.  Conclusion on the relevant market for the retail of dietetic pet food via the 
veterinary channel  
(51) The retail of dietetic pet food via the veterinary channel constitutes a distinct 
relevant product market, separate from the retail of dietetic pet food via other 
channels . This market is local in geographic scope.  
(52) Notwithstanding the above, and given the significant presence of AniCura and 
VetFamily across the territory of Denmark and Sweden, for the purposes of th is 
decision, the effects of the Transaction were considered having regard to the 
entirety of the territ ories of the countries concerned  (i.e. national) .  
6. COMPETITIVE ASSESSMENT  
(53) Mars is active in the supply of diete tic pet food throughout the EU, whereas 
AniCura is currently present in Denmark, Sweden, the Netherlands, Germany, 
Austria, Italy, France and Spa in. 
(54) The Transaction gives rise to vertically affected markets only where AniCura is 
also present, i.e. in Denmark, Sweden, the Netherlands, Germany, Austria, Italy, 
France and Spain.  
(55) There is a also a  very limited horizontal overlap in Denmark  and the Neth erlands , 
due to AniCura's supply of dietetic pet food under the VetPro  brand  in AniCura 
                                                 
60  Case M.2337 – Nestlé/Ralston Purina , paragraphs 21 -23 
61  Case M.2544 – Masterfoods/Royal Canin , paragraph 27.  
62  Responses to Q1 - Questionnaire to Veterinarians, question 5 and question 5.1.  
 
13 clinics in Denmark and Sterkliniek private -label dietetic pet food in AniCura -
owned Sterkliniek clinics in the Netherlands .63 
6.1. Legal framework for competitive assessment  of vertical mergers  
(56) Vertical mergers involve companies operating at different levels of the same 
supply chain. Pursuant to the Commission Guidelines on the assessment of non -
horizontal mergers under the Council Regulation on the control of concentrat ions 
between undertakings (the “ Non-Horizontal Merger Guidelines”)64, vertical 
mergers do not entail the loss of direct competition between merging firms in the 
same relevant market and provide scope for efficiencies.  
(57) However, there are circumstances in which ve rtical mergers may significantly 
impede effective competition. This is in particular the case if they give rise to 
foreclosure65. 
(58) The Non -Horizontal Merger Guidelines distinguish between two forms of 
foreclosure: input foreclosure, where the merger is likel y to raise costs of 
downstream rivals by restricting their access to an important input, and customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base66.  
(59) Pursuant to the Non -Horizontal Merger Guidelines, input foreclosure arises 
where, post -merger, the new entity would be likely to restrict  access to its actual 
or potential rival in the downstream market  to the products or services that it 
would have otherwise supplied absent the merger, thereby raising its downstream 
rivals' costs by making it harder for them to obtain supplies of the input under 
similar prices and conditions as absent the merger67. 
(60) For input foreclosure to be a concern, the merged e ntity should have a significant 
degree of market power in the upstream market. Only when the merged e ntity has 
such a significant degree of market power, can it be expected that it will 
significantly influence the conditions of competition in the upstream market and 
thus, possibly, the p rices and supply conditions in the downstream market68. 
(61) Pursuant to the Non -Horizontal Merger Guidelines, customer foreclosure may 
occur when a supplier integrates with an important customer in the downstream 
market and because of this downstream presence, the merged e ntity may foreclose 
access to a sufficient customer base to its actual or potential rivals in the upstream 
market (the input market) and reduce their ability or incentive to compete which 
                                                 
63  Form CO, paragraphs 24 - 26 
64 OJ C 265, 18.10.2008, p. 6.  
65 Non-Horizontal Merger Guidelines, paragraph 18.  
66 Non-Horizontal Merger Guidelines, paragraph 30.  
67 Non-Horizontal Merger Guidelines, paragraph 31.  
68 Non-Horizontal Merger Guidelines, paragraph 35.  
 
14 in turn, may raise downstream rivals' costs by making it  harder for them to obtain 
supplies of the input under similar prices and conditions as absent the merger. 
This may allow the merged e ntity profitably to establish higher prices on the 
downstream market69. 
(62) For customer foreclosure to be a concern, a vertica l merger must involve a 
company which is an important customer with a significant degree of market 
power in the downstream market. If, on the contrary, there is a sufficiently large 
customer base, at present or in the future, that is likely to turn to inde pendent 
suppliers, the Commission is unlikely to raise competition concerns on that 
ground70. 
6.2. Market shares  
6.2.1.  Upstream market – manufacture and supply of dietetic pet food  
(63) Mars is the market leader in the manufacture and supply of dietetic pet food in the 
EU. The second -largest supplier of dietetic pet food is Hill's.  
(64) In the upstream market,  Mars' shares in the supply of dietetic pet food are 
significant. Mars  provide d the following estimated  market shares for dietetic  pet 
food sold in 2017 via the veterinary  channel in those Member States where 
AniCura is also present.  
Table 1: Market shares of dietetic  pet food sold through veterinary outlets  
  Mars  Hill's  Other competitors  
Sweden  [50-60]% [40-50]% [5-10]% 
Denmark  [30-40]% [40-50]% [20-30]% 
Netherlands  [30-40]% [20-30]% [30-40]% 
Germany  [40-50]% [30-40]% [10-20]% 
Austria  [60-70]% [10-20]% [30-40]% 
Italy  [40-50]% [30-40]% [10-20]% 
France  [40-50]% [30-40]% [20-30]% 
Spain  [30-40]% [30-40]% [30-40]% 
Source: Mars estimates, based on available third party panel data and research providers.  
(65) According to Mars , this information constitutes its best estimate for the sales 
value of dietetic  pet food products, taking into account its estimates of the 
proportion of non-dietetic pet food sold via the veterinary channel in each of the 
Member States concerned.  
(66) On the basis of the responses received in the course of the market investigation, 
the Commission was able to reconstruct an approximation of the market shares of 
                                                 
69 Non-Horizontal Merger Guidelines, paragraph 58.  
70 Non-Horizontal Merger Guidelines, paragraph 61.  
 
15 the ot her competitors active on the dietetic pet food market in Denmark and 
Sweden . 
Table 2: Market shares of dietetic pet food sold through veterinary outlets in 
Denmark and Sweden  (market reconstruction)  
  Denmark  Sweden  
Mars  35-45%  50-60%  
Hill's  40-50%  30-40%  
Dechra  5-15%  5-10%  
Spectrum Brands  < 5%  < 1%  
Virbac  < 5%  < 1%  
Nestlé  <1%  <5%  
Other  < 1%  < 1%  
Source: Market reconstruction based on the data collected in the course of the market investigation.  
6.2.2.  Downstream market – retail of dietetic pet food via the veterinary channel  
(67) When calculating the shares of the Parties in the downstream markets, it is 
necessary to distinguish the shares of AniCura, which sources and resells dietetic 
pet food, from the sha res of VetFamily member clinics. As explained above at 
paragraph (4), while VetFamily  clinics are independent, they sign up to a 
purchasing framewor k controlled by AniCura through which they source a 
number of products for their practices, including dietetic pet food. The reasons 
why VetFamily  shares are considered as shares controlled by the merged entity , 
in the competitive assessment, are assessed below at  Section 6.3.2.4 . 
(68) While the geographic market definition is local, the Notifying Party was only able 
to provide  complete  market shares on the basis of turno ver at national level. The 
narrowest geographic market share data that the Notifying Party was able to 
provide was  at regional level (i.e. broader than local). The regional market shares 
are set out in the competitive assessment at country level at Section s 6.4, 6.5 and 
6.6. 
(69) In the downstream market, AniCura's  and VetFamily member clinics'  market 
shares in the provision of veterinary services , which were used as a proxy in the 
absence of reliable data on the shares in the retail sale of dietetic pet food, are also 
significant. These market shares are based on the veterinary clinics' turnover. The 
Notifying Party also provided market shares based on numbers of veterinary 
clinics and on the numbers of veterinarians. The Commission conside rs that 
shares based on turnover are likely to be closest in terms of judging the economic 
importance of the downstream clinics and consequently of their sales of dietetic 
pet food.  
(70) As illustrated in Table  3 below, AniCura accounts for between [20-30]% and [20-
30]% of the market in Sweden, Denmark and the Netherlands, and when 
AniCura's market shares are considered together with VetFamily's, these increase 
to [40-50]% in Sweden, [40-50]% in Denmark and [30-40]% in the Netherlands.  
 
16 Table  3: Share estimates for AniCura’s and VetFamily's (projected) 
provision of veterinary services in the affected markets  (2017, based on 
turnover)  
 AniCura 
market 
share71 VetFamily 
market share  AniCura &  
VetFamily 
combined 
market share  Other clinics (not 
belonging to 
AniCura or 
VetFamily)  
Sweden  [20-30]% [20-30]% [40-50]% [50-60]% 
Denmark  [20-30]% [20-30]% [40-50]% [50-60]% 
Netherlands72 [20-30]% [10-20]% [30-40]% [60-70]% 
Germany  [0-5]% [0-5]% [5-10]% [90-100]% 
Austria  [0-5]% [0-5]% [0-5]% [90-100]% 
Italy  [0-5]% [0-5]% [0-5]% [90-100]% 
France  [0-5]% [0-5]% [0-5]% [90-100]% 
Spain  [0-5]% [0-5]% [0-5]% [90-100]% 
Source: Parties' response to RFI 12  
(71) Finally, it must be noted that VetFamily has undergone a rapid expansion and is 
projected to continue to grow at a fast rate. Since AniCura purchased VetFamily 
in 2014, VetFamily has increased its membe rship from 120 clinics to over  1000 
clinics.73 By way of illustrati on of this rapid growth, between the date of 
notification and the date of this Decision, the number of VetFamily member 
clinics has inc reased by over [100 -200] in total ( by […]).74  
6.3. General features of the market s 
6.3.1.  Notifying Party arguments  
(72) The Notifying Party argues that the veterinary channel is of limited importance to 
the distribution of pet food.  
(73) First, the Notifying Party estimates that no mor e than [20-30]% of overall pet 
food sold is distributed via veterinary practices (comprised almost entirely o f 
dietetic pet food).75 Royal Canin's internal strategy documents suggest that in 
2016, the veterinary dog and cat food channel represented less than [0-20]% of 
the global veterinary market, and that  although vet erinarians  are highly trusted by 
                                                 
71  The AniCura market share column includes projected share of 'pipeline' clinics, taking into account 
any additional clini cs for which an SPA or LOI has been signed (but completion has not occurred  as at 
the day these data were provided by the Parties ). 
72  The AniCura market share in the Netherlands includes a [0 -5]% market share attributed by the Parties 
to Sterkliniek, AniC ura's partnership network of independent clinics that operates only in the 
Netherlands.  
73  Parties' response to RFI 5, Annex 7.1.  
74  Parties' responses to RFI 12, question 4, and RFI 9, question 1.  
75  Form CO, paragraph 202.  
 
17 pet owners o n the topic of pet food, only [0-20]% of pet owners buy pet food at a 
veterinary clinic.76 
(74) Second, t he Notifying Party also claims that even for those types of pet food that 
rely more heavily on veterinary distribution recommendation (i.e. dietetic pet 
food), there are ethical rules and behaviour driving the veterinary profession that 
prevent a veterinarian from pursuing commercial ends and instead ensure that the 
veterinary professional continues to recommend the best type of dietetic pet food 
for the p et in question.77 
(75) Third, according to the Notifying Party, the existence of VetFamily and 
Sterkliniek are not relevant for the assessment of the transaction because clinics 
are free to procure pet food outside of the framework agreements concluded by 
and fo r the benefit of these purchasing organisations.78 
(76) Fourth, the Notifying Party claims that the online channel is increasingly 
important in the distribution of pet food79 and that there will remain significant 
alternative routes to market following the Transa ction .80 
6.3.2.  Commission assessment  
(77) The results of the market investigation in this case paint a different picture of the 
dietetic pet food market.  
6.3.2.1.  Veterinary channel as an essential distribution outlet for dietetic pet food  
(78) Based on the results of the market i nvestigation, the Commission finds that the 
veterinary channel is an essential distribution outlet for dietetic pet food, as it is 
indispensable to reach customers through a prescribing veterinarian.  
(79) First, the  veterinary channel is deemed by market parti cipants to be the most 
important channel for the distribution of dietetic pet food. According to market 
participants' estimates, the veterinary channel accounts for over 90% of dietetic 
pet food sales , especially in certain markets, like the Nordics.81  
(80) Second, the veterinary channel is important not simply as a retail outlet  for 
physical sale of dietetic pet food , but also  as an indirect promoter of dietetic pet 
food products, since without a recommendation by a veterinarian, pet owners are 
not likely to se t out to purchase a specific dietetic pet food product by 
                                                 
76  Form CO, paragraph 202.  
77  Form CO, paragraphs 203 -206. 
78  Parties' Submission in relation to the VetFamily arrangements, 1 October 2018 . 
79  Form CO, paragraph 199. 
80  Form CO, paragraph s 213 -214  
81  Responses to RFI to Competitors, question 12.  
 
18 themselves.82 For instance, on the importance of a veterinarian’s 
recommendations for the sale of dietetic pet food, a competitor explained that : 
"[v]eterinarians  are already the main influencers on the worldwide global pet 
food market and from far, the main distribution chan nel for “therapeutic” pet 
food. "83  
(81) Third,  dietetic pet food suppliers see access to veterinarians as a means of 
promoting their products to them as essential.84 They invest heavily in promoting 
their dietetic pet food products to veterinarians by attending individual clinics, 
giving training and educational seminars to veterinarians in clinics as well as at 
conferences for veterinary professionals, and providing written product 
information and promotional materials to be displayed in veterinary clinics.85 As 
one competitor explains, "[h]aving access to the staff in vet clinics is critical for 
pet food manufacturers because after attending training seminars in the c linics, 
vets are likely to have understood better the mode of action of the technology in 
question and the benefits of the products and are therefore more likely to 
recommend that specific brand for a pet who needs this type of diet."86  
(82) Fourth , veterinaria ns have control over what dietetic pet food they recommend, 
this recommendation being typically trusted by pet owners. "People put their trust 
in a vet ",87 explained one competitor. Another competitor explained that 
"veterinarians play a key role in determi ning the appropriate food and their 
customers (pet owners) heavily rely on their veterinarian's recommendations 
before baking a purchase ."88 […].89 The results of the market investigation reveal  
that pet owners follow the veterinarian's recommendation as to the type, as well as 
the brand of dietetic pet  food: an overwhelming majority of veterinarians stated 
that pet owners typically follow their recommendations,90 with the majority also 
agreeing that pet owners tend to stay loyal to the brand originally recomm ended ,91 
                                                 
82  Minutes of a call with a competitor, 1 August 2018, 14:00 CET.  
83  Response to RFI to Competitors, question 21. 
84  Minutes of a call with a competitor, 1 August 2018, 14.00 CET.  
85  Response to RFI to Competitors, question 17, question 19; Minutes of a call with a competitor, 1 
August 2018, 14.00 CET.  
86  Minutes of a call with a competitor, 1 August 2018, 14.00 CET.  
87  Minutes of a call with a competitor, 13 September 2018, 10.00 CET.  
88  Response to RFI to Competitors, question 4.  
89  Form CO, paragraph 202.  
90  Responses to Q1 - Questionnaire to Veterinarians, question 14.  
91  Responses to Q1 - Questionnaire to Veterinarians, question 12.  
 
19 with one veterinarian stating that "  *if the need for the diet has been understood, 
[pet owners ] stick to the once -prescribed product ".92 
(83) As another  veterinarian stated , "[m]ost pet owners follow our recommendations, 
as it is the best for their pet ",93 and yet another explained that " especialy [sic] in 
cases with Food allergies, owners tend to stick with a diet that reduces the 
animal's medical problems ."94 Veterinarians based in Denmark explained that  
owners " dont [sic] look for other options " if the dietetic pet food " works for their 
pet, and the pet likes it ",95 with another explaining that  "[o]wners tend to stick " to 
the dietetic pet food prescribed by the veterinarian " as they consider it to be part 
of the treatment plan for a specific disease or as  a preventive  [sic] measure 
against developement  [sic] of a more specific condition ".96 
(84) Fifth , similar views were expressed by the competitors, with all but one agreeing 
that pet owners typically follow vet recommendations.97 One competitor 
remarked that pet  owners who are prescribed a dietetic pet food product by their 
veterinarian " are usually loyal to the brand and stay with these products ",98 and 
another explained that in general, " a very high percentage […] of consumers  will 
follow a recommendation of the ir vet which food to give their pets. An equally 
high amount of consumers will be loyal to that recommended brand throughout 
their pet's li ve [sic]".99 
(85) Sixth , Mars itself recognises in internal documents the key importance of 
veterinary visits and prescript ion as a key opportunity of driving sales of its 
products. For example, in internal documents […]100 […].101 
                                                 
92  Responses to Q1 - Questionnaire to Veterinarians, question 12.1, *courtesy translation from original 
German " wenn die Notwendigkeit der Diät vers tanden wurde, bleiben sie bei dem einmal verordneten 
Produkt ".  
93  Responses to Q1 - Questionnaire to Veterinarians, question 11.1.  
94  Response to Q1 - Questionnaire to Veterinarians, question 11.1.  
95  Response to Q1 - Questionnaire to Veterinarians, ques tion 12.1.  
96  Response to Q1 - Questionnaire to Veterinarians, question 12.1.  
97  Responses to RFI to Competitors, question 8; one competitor stated that " owners may choose not to 
follow veterinary advice and continue or revert to feeding conventional foo ds." See also Minutes of a 
call with a competitor, 1 August 2018, 14:00 CET.  
98  Response to RFI to Competitors, question 8. 
99  Response to RFI to Competitors, question 21. 
100 Parties' response to RFI 1, Annex 12.4.7.  
101  Parties' response to RFI 1, Annex 12. 1.7. 
 
20 6.3.2.2.  Veterinary prescriptions are affected by competition and commercial strategies of 
pet food manufacturers  
(86) Based on the results of the market investigation, the Commission finds that 
competition among pet food manufacturers, and their commercial strategy, affect 
the choices made by veterinarians as to the prescribed dietetic pet food.  
(87) First, given that a veter inarian's recommendation is generally required to start 
purchasing a dietetic pet food product, and that consumers tend to follow the 
veterinarian's recommendation, the choice as to the type and brand of dietetic 
product a consumer ends up buying is made b y the veterinarian, and not by the 
consumer. As one veterinarian in Sweden explains: "Typically that is the 
available [dietetic pet ] food at the local vet so they buy that. They do not have 
many choices. I have 85% royal canine and 15% Hills on my shelves ."102 The 
results of the market investigation also show that pet owners are not very likely to 
request generic or alternative dietetic pet food products to the ones recommended 
by their veterinarians, with only a minority of veterinarians reporting the 
occurr ence of such requests.103 This means that  the choice of a local veterinary 
clinic to stock particular types and brand(s) of dietetic pet food is very likely to 
limit the choice that could otherwise be available to consumers.  
(88) Second,  whilst veterinarians may be guided by their ethical obligations and seek 
to have on offer a range of dietetic pet food that best suits the needs of the pets 
they treat,104 the choice of brands to stock on the veterinary c linic's shelves (and 
subsequently to recommend) may be influe nced by economic considerations 
(such as ease of procurement, rebates or other special pricing arrangements with a 
supplier).105  
(89) Third,  many market participants consider that the T ransaction may have an 
impact on the market because of the economic  or commercial considerations that 
influence a veterinarian’s  choice of dietetic pet food brands in veterinary clinics. 
For example, one veterinarian's view is that " allowing Mars to acquire Anicura is 
a very bad idea. Veterinary practice needs to be indep endent to be able to remain 
objective and advise quality instead of only the products that the boss 
wants/produces " and that " health care should be about health and not about what 
is commercially attractive ."106 A competitor opined that " the free medical 
decision of the veterinarian who runs an Anicura Clinic as to which diet feed he 
recommends will be strongly influenced by the acquisition and the sales 
opportunities for us and other competitors will be severely impeded ."107 
                                                 
102  Response to Q1 - Questionnaire to Veterinarians, question 12. 
103  Response to Q1 - Questionnaire to Veterinarians, question 9 and question 9.1 . 
104  Responses to Q1 - Questionnaire to Veterinarians, question 8.1, question 11.1.  
105  Responses to Q1 - Questionnaire to Veterinarians, question 17.1.  
106  Response  to Q1 - Questionnaire to Veterinarians , question 17.  
107  Response to RFI to Competitors, question 4.  
 
21 (90) Fourth , the consumer's choice of ve terinarian tends to be guided by factors other 
than the availability and price of dietetic pet food sold in -store. The choice of 
veterinarian is usually made on the basis of the type, quality and price of 
veterinary services , as well as the geographic loca tion of the clinic.  The sale of 
dietetic pet food is only an ancillary activity for veterinarians.  This means that pet 
owners are not likely to switch veterinarians simply because their preferred brand 
of dietetic pet food is not available in -store.  
(91) Fifth , there is evidence that exclusive purchasing arrangements between a chain 
of veterinary clinics and a supplier lead to a significant reduction in the sale of 
competing brands of dietetic pet food products.108  
6.3.2.3.  Online sales are not an alternative channel to v eterinary prescribed dietetic food   
(92) Based on the results of the market investigation, the Commission finds that online 
sales of dietetic food products are limited, and do not affect the primary 
importance of the veterinary channel in the retail of dietetic  pet food.   
(93) First, the market investigation confirmed that the online channel serves as a 
replenishment channel only, with consumers turning to buying dietetic pet food 
online only after the initial recommendation for a specific type (and often brand) 
of dietetic pet food has been made and the first purchase(s) of the product have 
taken place in the veterinary clinic.  Indeed, as a competitor explained, " the online 
channel is not a substitute to the vet channel to enter or expand in the market for  
[dietetic ] pet food ."109 This appears to be corroborated by Mars' internal 
documents.110 
(94) Second, in any event, the online market accounted for a limited proportion of 
sales of dietetic pet food. The Notifying Party estimates that  [10-20]% and [10-
20]% of sales of dietetic pet food in Sweden and Denmark respectively are made 
online.111 
(95) This is  broadly  in line with estimates by competitors. Competitors estimate that 
less than 10% of their sales of dietetic pet food take  place online in Denmark  and 
no more than 20% (and  often significantly less) in Sweden.112 Whilst online sales 
are growing, they appear to be more important in countries in Europe  other than 
Sweden and Denmark.113 
                                                 
108  Minutes of a call with a competitor, 1 August 2018, 14.00 CET.  
109  Minutes of a call with a co mpetitor, 1 August 2018, 14.00 CET.  
110  Mars' internal documents […].  
111  Form CO, paragraphs 255 and 309  
112  Responses to R FI to Competitors, question 12 .  
113  Form CO, paragraphs 255 and 309 ; Responses to R FI to Competitors, question 12 . 
 
22 6.3.2.4.  VetFamily affects the procurement choices of its members.  
(96) Based on the available evidence and o n the results of the market investigation, the 
Commission finds that, despite the fact that VetFamily clinics are independent, 
their membership in the programme affects their procurement choices.  
(97) First, even if there is no contractual requirement for VetF amily member clinics to 
purchase dietetic pet food under the VetFamily framework agreements (and no 
restrictions on purchasing outside those agreements), such purchases are strongly 
encouraged  through contractual mechanisms . 
(98) For example, a VetFamily contra ct for Denmark states that […].114 
(99) Second, […]. 
(100)  Third, i nternal documents show that compliance of member clinics and that 
compliance in general already tends to be very high, between  […]. Furthermore, 
compliance by VetFamily member clinics is directly rewarded through rebates 
from  suppliers to the central VetFamily entity  for purchase s made under the 
framework agreements, and which  account for […] of VetFamily's  revenues.115 
This in turn re inforces further compliance with the framework agreements  as the 
central VetFamily entity is directly incentivised to encourage independent clinics 
to purchase through the framework contracts, while the independent VetFamily 
clinics are able to benefit fro m lower prices . 
(101)  Fourth,  in light of the particular features of the dietetic pet food market outlined 
above, and in particular of the fact that (i) recommendations by veterinarians 
drive sales and (ii) the assortment of dietetic pet food stocked by veterina ry 
clinics limits and to a great extent determines consumer choice, it is competition 
that takes place on the upstream market that matters the most. For these reasons, 
purchasing alliances or buying groups (of which VetFamily is the largest)116 play 
a very i mportant role in driving product choice, by effectively incentivising 
veterinary clinics to stock a particular range of brands . Given the limited shelf 
space in veterinary clinics, preference is therefore more likely to be given to 
products procured at cen trally -negotiated rates  than to products for which a 
veterinary clinic would otherwise have to negotiate independently.  
(102)  Fifth , VetFamily arranges meetings for members once or twice per year, in order 
to discuss topics relevant for veterinary practice and t o provide practice managers 
and opportunity to share their experiences and discuss best practices.117 
VetFamily also provides veterinary and leadership training for its members118 and 
in Denmark acts as a forum where professionals from its member clinics discuss 
                                                 
114  Parties' response  to RFI 5 , question 3.  
115  Parties' response to RFI 5, question 5; Parties' response to RFI 5, Annex 7.12  
116  Parties' response to RFI 10, question 15. 
117  Parties' response to RFI 7, to question 3(b).  
118  Submission i n relation to the VetFamily arrangements, page 4.  
 
23 best practices and carry out training.119 These activities can influence  VetFamily 
members'  choice of dietetic pet food  to stock in veterinary clinics and/or 
recommend to pet owners .  
(103)  Sixth,  VetFamily provides a range of other benefits to incentivise its members. 
For example, in Denmark, VetFamily provides marketing support to its members, 
primarily by helping clinics build websites, organising social media campaigns, 
and coordinating promoti onal campaigns with suppliers.120 In Denmark, 
VetFamily also provides the VetPro range of own private label pet food, which 
consumers can buy from VetFamily members that choose to stock it , as well as in 
the VetFamily webshop .121 In other countries, VetFamily also occasionally 
distributes to its members marketing or campaign materials on behalf of selected 
suppliers.122 VetFamily has also developed a preventative care plan for pets, 
which is offered to customers on a subscription fee basis . VetPlan is managed  
with a specially developed IT system […].123 
(104)  In conclusion, VetFamily affects the procurement choices of member clinics, and 
as VetFamily is controlled by AniCura, the downstream shares will be assessed as 
accruing to the merged entity in the context of the com petitive assessment of the 
transaction.  
6.4. Denmark  
6.4.1.  Customer foreclosure  
6.4.1.1.  The Notifying Party 's arguments  
(105)  The Notifying Party  argue s that no competition concerns arise as a result of the 
Transaction, and in particular that there is no prospect of customer foreclosure , or 
input foreclosure , for a number of reasons. First,  Mars' shares upstream and 
AniCura's shares downstream are not significant. Although Mars' shares may be 
above [30-40]% in a number of markets, significant competitors exist and 
continue to exert competitive pressure. Similarly, AniCura's shares in veterinary 
services are limited, representing less than [10-20]% of practices, less than [20-
30]% of veterinary service revenues  and less than [10-20]% of veterinarians at 
national level.   
(106)  Second, the Notifying Party refers to an analogous situation i n the United States , 
in order to argue that no competition concerns should arise. In particular, Mars 
notes that it  already owns veterinary clinics in the United States where […]. 
Further, s ales data in dicates that […]. Mars argues that it intends to apply the 
same strategy in Europe, through its acquisition of AniCura.  
                                                 
119  Form CO, paragraph 297.  
120  Form CO, paragraph 29 ; Parties' respo nse to RFI 7, question 3(b).  
121  Form CO, paragraph 300.  
122  Parties' response to RFI 7, question 3(b) . 
123  Parties' response to RFI 7, question 3(b).  

 
25 during the course of the market investigation, the Commission notes that in  
Denmark, the main four competitors (Hill's, Dechra, Spectrum and Virbac) sold 
between one third and two thirds of their total sales in Denmark through AniCura 
and VetFamily.125  
(113)  When assessing the ability to foreclose, the Commission takes into account 
whether there are sufficient  alternative outlets downstream for upstream 
competitors to sell their output.126 
(114)   In the present case, the Commission considers that in  Denmark  there are limited 
alternative outlets. Together, AniCura  and VetFamily represent  the largest retail 
outlet in Den mark , with a combined downstream market share of veterinary 
services of almost [40-50]% (see Table  4 above) . The importance of Ani Cura and 
VetFamily as a retail outlet  is corroborated by the fact that they represent a 
significant share of Mars' competitors sales of these products in Denmark.  Other  
retail outlets are much more fragmented and sales through the online channel are 
low (on average 5 -10% of sales are made  online). Further, as noted at paragraph 
(93) the online channel merely serves as a replenishment channel.  
(B) Incentive to foreclose  
(115)  Pet food purchases by vet erinary clinics  account for a limited proportion of their 
total procurement spend for veterinary items. For example, VetFamily members 
spent approximately [20-30]% of their purchases on dietetic pet food; this was 
significantly outweighed by other categories of spending,  such as […].127 In 
addition, the sale of pet food  by vet erinary clinic s is ancillary to their main 
activity of providing ve terinary services to sick pets. For these reasons, the 
Commission considers that, if prices of dietetic pet food rise, vet erinary clin ics 
are unlikely to forego  the convenience of purchasing through the VetFamily 
framework agreements in order to negotiate new contracts with other dietetic pet 
food suppliers . Rather , they  are likely to pass those price increases to their 
customers .  
(116)  In ad dition, as noted at Section 6.3.2 , upstream competition in this market is 
particularly important, while downstream switching is low. T he purchase of 
dietetic pet f ood by customers visiting veterinary clinics is ancillary to the main 
purpose of the visit, which is to obtain veterinary services for their sick pet. 
Consequently , the Commission is of the view that the customer visiting a 
veterinary  clinic is unlikely to  switch away from a vet clinic if prices of dietetic 
pet food were to rise, or if the choice of dietetic pet food was limited to Mars' 
Royal Canin brand. This is particularly the case because Royal Canin is the 
leading brand of dietetic pet food in the EU and has the most extensive range of 
dietetic pet food . It is consequently likely to be an adequate substitute for any 
other brands that the vet erinarian  may have been stocking previously.   
                                                 
125 Response to RFI to Competitors, question 12. 
126 Non-Horizontal Merger Guidelines, paragraph  61. 
127 Parties' responses to RFI 7, question 3.  
 
26 (117)  In addition, the Commission notes that Mars' incentive to foreclose  is increased in 
particular for the VetFamily member clinics. This is because VetFa mily members 
are independent veterinary clinics and would not become part of the merged 
entity. Consequently, a reduction of choice or an increase in prices of dietetic  pet 
food may not be offset by any decrease in customers for vet erinary  clinics, thus 
reducing the likelihood of a loss of profits for the merged entity in the 
downstream market.  
(118)  Further, t he Commission notes that a merged entity's incentive to pursue a 
custome r foreclosure strategy is stronger, where the upstream division of the 
merged entity can benefit from possibly higher price levels resulting from 
foreclosure of upstream rivals.128 Mars' shares are significant upstream:  in the 
market for manufacture and supp ly of dietetic pet food  on the basis of its own 
estimates, Mars has a market share of [30-40]% in Denmark . However, the 
Commission considers that this may  underestimate Mars' position and , as 
mentioned in paragraph (66), on the basis of the Commission's  market 
reconstruction,  Mars has a slightly higher market share  within a range of  35-45%. 
The significant market position of Mars upstream would allow  it to benefit from 
higher price levels upstream following the foreclosure strategy.   
(C) Overall i mpact of customer foreclosure  
(119)  The Commission considers  that the merged entity may foreclose access to a 
significant  customer base to its actual or potential riva ls in the upstream market 
and reduce their ability or incentive to compete  in Denmark .129 As a result, also 
rival veterinary clinics in the downstream market  are likely to be put at a 
competitive disadvantage, in particular due to raised costs of dietetic pe t food. 
This in turn may allow the merged entity to profitably raise prices also in the 
downstream market.    
(120)  A number of market participants raised concerns that Mars could pursue a 
strategy to foreclose upstream competitors from the downstream retail chan nel. 
For example, on e competitor noted that post-Transaction , Mars would likely give 
preferential treatment to its own brands in its downstream retail outlets (AniCura 
and VetFamily), resulting in reduced access to a key distribution channel and 
directly impacting their sales : "If this were to go ahead, Mars would have a 
dominant posi tion in the Veterinary channel because they would own both the 
distribution channel and Food brands. They would most likely sell their own 
brands as a priority and block other brands including our own from this channel. 
This could potentially cut out a dis tribution channel/ key customer for our brands 
and reduce our selling potential."130  
(121)  Another competitor noted  that Mars would, post-Transaction , sell its own 
products  in the AniCura clinics, reducing the available retail outlets for its 
competitors: "With t he acquisition of AniCura by Mars we expect that a number 
                                                 
128 Non-Horizontal Merger Guidelines, paragraph 70.  
129 Non-Horizontal Merger Guidelines, paragraph 72.  
130  Response to RFI to Competitors, question 4.  
 
27 of clinics will take on Mars/Royal Canin’s pet food products, thereby reducing 
opportunities for [COMPETITOR] and other pet food competitors. Mars will 
most probably influence which pet foods the ve t clinics in AniCura will use and/or 
sell."131 Similar concerns were raised by veterinarians contacted during the 
market investigation , for example: “ It is quite clear that Mars would push their 
own food lines into “their” clinics, so competition in the mark et would be 
reduced .” Another one mentioned, “ AniCura -member clinics may sell only Royal 
Canin products and by this strengthens the brand .”132 
(122)  AniCura and VetFamily's combined downstream share of veterinary services is 
high, at [40-50]%. This means that almost half of the downstream retail outlets 
for dietetic pet food would effectively controlled by  Mars, post-Transaction  and 
represent channels from which Mars' competitors may be foreclosed. Further, the 
Commission notes  that a suffici ently large fraction of upstream output appears to 
be affected by revenue decreases, due to the high percentage of competitor sales 
that are currently sold through AniCura and VetFamily, as mentioned at  
paragraph  (112) .  
(123)  The Commission considers that by restricting access to a significant customer 
base, the merger may put competitors at a competitive disadvantage, by 
increasing  their costs to access the remaining cus tomers . These increased costs 
could  have an impact on their  revenue streams and their ability to recoup costs.133 
(124)  In particular, for the competitors of Mars in dietetic pet food, the costs of 
establishing and maintain ing presence in a country are high. As noted in  Section 
6.3.2  the importance of accessing the veterinary channel is crucial in order to sell 
dietetic products. Consequently, t here are a number of importa nt costs linked to 
local presence and developing relationships with veterinary clinics. The  costs of 
entering a market (other than R&D spend and time it takes to develop a range of 
therapeutic diet)  include distribution, marketing, brand awareness building  (e.g. at 
veterinarian conferences and trade fairs), relationship building with vet erinarian s 
(visits and training in clinics, dedicated staff), staff training.134 These costs are 
estimated, on average, at a minimum of EUR 0.5 million up to several million 
(EUR 5 million) depending on market size, characteristics, entry strategy and 
level of market presence.135 
(125)  If Mars'  competitors' revenue streams are reduced  upstream, the Commission 
considers that the merger may reduce their ability and incentive to invest in  cost 
reduction, R&D and product quality.136 This is particularly the case for the 
smaller competitors such as Dechra, Spectrum and Virbac , whose sales are 
                                                 
131  Response to RFI to Competitors , question 4.  
132  Responses to Q1 - Questionnaire to Veterinarians, question 17.  
133  Non-Horizontal Merger Guidelines, paragraph 72.  
134 Response to RFI to Competitors, question s 19 and 20.   
135 Response to RFI to Competitors, question s 19 and 20.   
136 Non-Horizontal Merger Guidelines, paragraph 65.  
 
28 significantly lower than Mars or Hill's . The Commission considers  that the  
weakening of these competit ors or their exit from the market may result in a loss 
of choice and of price competition in the upstream market, thereby enabling the 
merged entity to profitably raise prices in the downstream market.137 
(126)  Evidence  that the merged entity may raise  barriers to  entry  to potential 
competitors , making  entry upstream by potential entrants unattractive by 
significantly reducing their revenue prospects138 was also provided  during the 
market investigation. In particular, c ompetitors not already active in the Nordics, 
felt that entry, which is already difficult, would become even more so as a result 
of the Transaction.139  
(127)  The Commission considers that as a result of any potential  Mars' customer 
foreclosure strategy , there is a risk that  prices for dietetic pet food sold in the 
veterinary channel could increase . This  risk of increased prices for dietetic pet 
food sold through the veterinary channel was highlighted by market participants , 
for example  one vet erinarian  noted that,  “AniCura destroys the market, if they 
fuse, they will be market leader and dictate prices .”140  
(128)  The market investigation also highlighted concerns regarding reduction of choice. 
In particular, market participants were concerned that as a result of the merger, 
veterinary clinics owned by Mars would be obliged to sells Mars' brand of dietetic 
food (Royal Canin)  and that this could lead to a reduction i n choice for the 
customer. For example, one competitor noted: "We do expect the acquisition to 
impact our business. Obviously all clinics will carry the RC  [Royal Canin]  brand 
as preferred/recommended brand. And since RC has by far the largest number of 
SKUs141 of any therapeutic pet food company – this will effect and influence 
space management and limit competitors opportunities and restrict their number. 
Few clinics have  the space and capacity to handle more than 3 brands."142  
(129)  In addition, a number of veterinarians  expressed concerns  that as a result of the 
merger,  veterinary clinics  belonging to Mars  may no longer offer impartial 
advice, but would rather follow commercial  imperatives to recommend Royal 
Canin pet food rather than being allowed to choose freely . For example, one 
veterinarian stated: " we think it could be problematic if animal hospitals are 
owned by a pet Food company. This might change the pet food market in  an 
unfair manner. Furthermore, medical decisions could be influenced by economic 
interests ."143 A competitor raised similar concerns, noting that:  "Veterinarians a re 
                                                 
137 Non-Horizontal Merger Guidelines, paragraph 72.  
138 Non-Horizontal Merger Guidelines, paragraph 75.  
139 Response to RFI to Competitors, question 3.  
140 Responses to Q1 - Questionnaire to Veterinarians, question  17. 
141 Stock keeping unit (SKU) refers to a distinct product for sale and has its own unique identifier or code.  
142 Response to RFI to Competitors, question 11.  
143  Response to Q1 - Questionnaire to Veterinarians , question 17.  
 
29 already the main influencers…and…  the main distribution channel for 
“therapeutic” pet food.  If veterinarians were to lose their impartiality whilst 
recommending or prescribing such or such "therapeutic" pet food brand, it could 
lead to create / reinforce Mars dominant position in many countries."144 Another 
competitor  added: " as a consequence Mars  as a pet food producer owns at the 
same time vet clinics where the products are used and sold. This might create a 
conflict between the commercial interest and the request for transparency in the 
vet profession ."145 
(130)  The Notifying Party refers to  the market situation in the U nited States , where 
Mars owns veterinary clinic chains , to support its argument that Mars  would not 
foreclose customers in markets such as Denmark.  
(131)  However, the Commission notes that  during the course of the merger 
proceeding s, [AniCura future plans] .146 […].147 
(132)  The Commission considers it likely that […] significantly reduce the number of 
suppliers of dietetic pet food able to access the retail channels of AniCura and 
VetFamily. Further, the Commission considers it likely, […] that Mars , post-
Transaction  would have been selected […].  
(133)  The Commission also notes that as a result of the Transaction, Mars may face a 
reduction of countervailing buyer power. Mars' own internal documents  note that 
[…]148 Post-Transaction  in Denmark , Mars would no longer be subject to the 
same competitive pressure in pricing negotiations, due to the fact that it would 
then control a significant downstream purchaser  (AniCura)  that also operates a 
purchasing alliance . 
(134)  As explained above at Section (115)  to (116) , in view of the limited  switching 
capability of downstream end customers, upstream competition  has a prominent 
role in these markets, thereby making it likely that reduced upstream competition 
will result in higher downstream prices.  
6.4.2.  Other  non-coordinated effects : access to con fidential information of competitors  
(135)  Market participants also raised concern s that post-Transaction , Mars , as the owner 
of a downstream veterinary clinics,  would gain an insight into  the pricing of its 
competitors, to the extent that AniCura would continu e to purchase dietetic pet 
food from these competitors.  Examples of competitively sensitive information 
include : prices, quantities, level and timing of price increases, promotional 
activity grids, special pricing conditions, information about innovation a nd new 
product launches.  
                                                 
144 Response to RFI to Competitors, question 21. 
145  Response to RFI to Competitors, question 21. 
146 Parties' response to RFI 8, question 1.  
147 Parties' response to RFI 8 , questions 1 -4. 
148 Parties' response to RFI 5, Annex 12.4.6.  
 
30 (136)  The Commission notes that post -Transaction, through its ownership of 
VetFamily, Mars would obtain knowledge about its competitors' pricing (and 
other competitively sensitive information ) to VetFamily clinics i.e. Mars' 
downstream competitors. As a result, and in line with what is described above in 
relation to the customer foreclosure concerns, Mars could subsequently adapt its 
commercial strategy  to undermine any attempt by competitors to sell to [40-50]% 
of the market that would be controlled by Mars post -Transaction (i.e. Anicura's 
and VetFamily clinics). This is likely  to put competitors at a competitive 
disadvantage, thereby dissuading them to enter or expand in the market .149  
(137)  For example, one  competitor  noted that  the acquisiti on "will allow Mars to have 
access to significant sensitive and confidential information regarding 
[COMPETITOR] as well as other pet food suppliers ."150 Another competitor 
raised similar concerns, noting that: "As [Mars] are worldwide and European co -
leaders  in the "therapeutic" pet food business, we believe that it might impact 
negatively the relationship of the other players with those clinics (risk of leak of 
confidential information, lack of trust, partial choice of brand or even 
dereferencing of brand….) ."151  
(138)  On the basis of th e considerations in paragraphs (108)  to (138)  and in light of the 
results of the market investigation and of all the evidence available to it,  the 
Commission concludes that the Transaction raises serious doubts as to its 
compatibility with the internal market as regards its impact on competition for the 
retail of dietetic pet food through the veterinary channel  in Denmark, on the basis 
of (a)  customer foreclosure  resulting in increased prices for dietetic pet food sold 
through the veterinary channel, reduced choice, quality and innovation in dietetic 
pet food ; and (b) the access to confidential information of competitors.   
6.4.3.  Input foreclosure  
6.4.3.1.  The Commission 's assess ment  
(139)  While the Commission notes that Mars has a strong  position  upstream (although it  
is the number 2 player in Denmark ), and consequently may have the ability to 
restrict downstream customers from access to its  dietary pet food  products, the 
Commission co nsiders that Mars would not have the incentive to foreclose.  In its 
assessment, the Commission looks at whether the foreclosure would be profitable 
for the merged entity and the extent to which customers can be diverted away 
from downstream rivals. The eff ect is greater where the input, in this case dietetic 
pet food, represents a critical component of downstream rivals’ costs.152  
(140)  In this case, because the sale of dietetic pet food is not a key input to veterinary 
clinics, but is rather ancillary to the prov ision of veterinary services, the 
Commission considers that Mars would be unlikely to successfully divert 
                                                 
149 Non-Horizontal Merger Guidelines, paragra ph 78 . 
150  Response to RFI to Competitors, question 4. 
151  Response to RFI to Competitors, question 4.  
152  Non-Horizontal Merger Guidelines, paragraphs 40 -42. 
 
31 customers away from AniCura’s downstream rivals, by restricting its supply of 
dietetic pet food to them. Rather, the Commission is of the view that Ma rs would 
face a greater risk of losing dietetic pet food sales, if it attempted an input 
foreclosure strategy regarding the supply of dietetic pet food. For these reasons, 
the Commission considers that Mars has the incentive to sell its dietetic pet food 
in as many retail outlets as possible.  
(141)  On the basis of the above, the Commission concludes that the Transaction does 
not raise  serious doubts as to its compatibility with the internal market as regards 
its impact on competition for the retail of dietetic pe t food through the veterinary 
channel  in Denmark on the basis of input foreclosure.  
6.4.4.  Horizontally affected markets  
(142)  The Notifying Party notes that t here is a minimal horizontal overlap between the 
Parties’ activities in the supply of pet food in Denmark, which gives rise to a 
horizontally affected market. This is because AniCura sells limited quantities of a 
private label dietetic pet food product, Ve tPro, through  its clinics and the 
VetFamily network and a webshop . These sales represent [0-5]% of pet food sold 
through the veterinary channel in Denmark.153  
(143)  The Notifying Party argues that this overlap will not cause a significant 
impediment to effective competition on any relevant market in Denmark, 
because: (i) the share increment attributable to AniCura’s activities is negligible 
and will not affect Mars’ competitive position; (ii) there is no overlap in the 
manufacture of pet food  (since VetPro is manu factured by a third -party pet food 
supplier ), so the Transaction will not remove production capacity from the 
market; (iii) the overlap that exists is very limited, since it relates solely to the 
supply of branded pet food in VetFamily and AniCura clinics;  and (iv) the Danish 
pet food market has many suppliers that will act as a competitive constraint to the 
merged entity.154  
(144)  As regards the Commission's assessment, t he Commission notes that while the 
merged entity would have a significant combined share upst ream,  the horizontal 
market share in crement arising from the merger  is extremely limited ( [0-5]% at 
national level). In addition, the Transaction does not give rise to any increase in 
the manufacturing of dietetic pet food, since VetPro is manufactured by a third -
party supplier.  Finally , the Commission notes that this horizontal overlap will be 
removed as a result of the Commitments offered by the Part ies, as described in 
Section 7. 
(145)  On the basis of the above, the Commission therefore concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as regards its impact on competition for the retail  of dietetic pet food 
through the veterinary channel in Denmark on the basis of horizontal overlaps.  
                                                 
153 Form CO, paragraphs 329 -330. 
154 Form CO, paragraphs 330 -332. 
 
32 6.5. Sweden  
(146)  The Notifying Party argues that no competition concerns arise in Sweden as a 
result of customer foreclosure or input foreclosure, for the reasons set out at 
Section 6.4.1.1 . 
6.5.1.  Customer foreclosure  
6.5.1.1.  The Commission 's assessment  
(147)  On the basis of the assessment set out below and the arguments also referred to in 
Section 6.4.1.2 .A, the Commission considers  that the Parties would have the 
ability to foreclose competitors in the market for the manufacture and supply of 
dietetic pet f ood in Sweden from downstream customers.  
(148)  In particular , AniCura and VetFamily are important customers in Sweden.  They 
have a combined market share of [40-50]% at national level (AniCura [20-30]% 
and VetFamily [20-30]%). As regards regional  shares, A niCura  and VetFamily's 
combined shares are  even higher, for example [50-60]% in Stockholm. Further, 
the Commission notes that this figure is likely to significantly underrepresent  the 
importance of  AniCura and VetFamily in  the retail channel downstream , because 
it is calculated only on the basis of the number of vet erinarians , rather than on the 
basis of turnover . Indeed, at national level, the AniCura and VetFamily combined 
veterinary service market share based on the number of vet erinarians  is 
significantly low er, at [30-40]%, than the market share b ased on turnover, at [40-
50]%. 

 
34 (150)  On the basis of the assessment set out below and the arguments also referred to in 
Section 6.4.1.2 .B, the Commission considers that the Parties would have  the 
incentive to foreclose competitors in Sweden from access to downstream 
customers.  
(151)  As regards Sweden, the Commission notes that, on the basis of Mars'  own 
estimates, Mars' market share is  [50-60]% in the manufacture and supply  of 
dietetic pet food sol d through the veterinary channel , which may in itself be 
evidence of Mars' dominant position .160 On the basis of the Commission's market 
reconstruction, this may slightly underestimate Mars' position in Sweden, which 
calculated the higher range of [50 -60%] instead.  The Commission notes that a 
merged entity's incentive to pursue a customer foreclosure  strategy is stronger, 
where the upstream division of the merged entity can benefit from possibly higher 
price levels resulting from  foreclosure of upstream rivals.161  
(152)  Such customer foreclosure strategy would  raise barriers to entry to potential 
competitors , making their entry upstream unattractive by significantly reducing 
their revenue prospects .162 
(153)  The foreclosure of upstream competitors would translate into  negative effects in 
the downstream retail market.  This risk of increased  prices and reduced choice for 
dietetic pet food sold through  the veterinary channel was highlighted by market 
participants  in Sweden , for example  a Swedish veterinarian noted: "For sure it 
would impact my business. Their dog food is already overpriced and there are not 
many alternat ives. I have the feeling that with this merger their dominance will 
just further increase while they have a quite good source of medical information 
and distribution channel if the merger will happen. It is a very good entrance 
strategy from Mars."163 
(154)  As exp lained above at Section (115)  to (116) , in view of the limited switching 
capability of downstream end customers, upstream competition  has a prominent 
role in these markets, thereby making it likely that reduced upstream competitio n 
will result in higher downstream prices.  
6.5.2.  Other non -coordinated effects: access to confidential information of competitors  
(155)  Market participants also raised concern s that post-Transaction , Mars, as the owner 
of downstream veterinary clinics, would gain an  insight into the pricing of its 
competitors, to the extent that AniCura continued to purchase dietetic pet food 
from these competitors. Examples of competitively sensitive information include: 
prices, quantities, level and timing of price increases, promo tional activity grids, 
special pricing conditions, information about innovation and new product 
launches.  
                                                 
160 Horizontal Merger Guidelines, paragraph 17.  
161 Non-Horizontal Merger Guidelines, paragraph 70.  
162 Non-Horizontal Merger Guidelines, paragraph 75.  
163 Responses to Q1 - Questionnaire to Veterinarians, question 17.  
 
35 (156)  The Commission notes that post -Transaction, through its ownership of 
VetFamily, Mars would obtain knowledge about its competitors' pricing (and 
other  competitively sensitive information also ) to VetFamily clinics i.e. Mars' 
downstream competitors. As a result, and in line with what is described above in 
relation to the customer foreclosure concerns, Mars could subsequently adapt its 
commercial strategy  to undermine any attempt by competitors to sell to [40-50]% 
of the market that would be controlled by Mars post -Transaction (i.e. Anicura's 
and VetFamily clinics). This is likely to put competitors at a competitive 
disadvantage, thereby dissuading them to  enter or expand in the market .164.   
(157)  On the basis of the considerations in paragraphs (147)  and (156)  and also the 
arguments referred to in Section 6.4.1.2 .C, the Commission considers that the 
merged e ntity may foreclose access to a significant customer base to its actual or 
potential rivals in the upstream market and reduce their ability or incentive to 
compete  in Sweden .165 The Commission therefore concludes that the Transaction 
raises serious doubts as  to its compatibility with the internal market as regards its 
impact on competition for the retail of dietetic pet food through the veterinary 
channel in Sweden , on the basis of:  (a) customer foreclosure resulting in 
increased prices for dietetic pet food sold through the veterinary channel, reduced 
choice, quality and innovation in dietetic pet food ; and (b) the access to 
confidential information of competitors.  
6.5.3.  Input foreclosure  
6.5.3.1.  The Commission 's assessment  
(158)  While the Commission notes that Mars may have up stream market power, and 
consequently may have the ability to restrict downstream customers from access 
to its dietary pet food products, the Commission considers that Mars would not 
have the incentive to foreclose. In its assessment, the Commission looks at 
whether the foreclosure would be profitable for the merged entity and the extent 
to which customers can be diverted away from downstream rivals. The effect is 
greater where the input, in this case dietetic pet food, represents a critical 
component of do wnstream rivals’ costs.166  
(159)  In this case, because the sale of dietetic pet food is not a key input to veterinary 
clinics, but is rather ancillary to the provision of veterinary services, the 
Commission considers that Mars would be unlikely to successfully di vert 
customers away from AniCura’s downstream rivals, by restricting its supply of 
dietetic pet food to them. Rather, the Commission is of the view that Mars would 
face a greater risk of losing dietetic pet food sales, if it attempted an input 
foreclosure strategy regarding the supply of dietetic pet food. For these reasons, 
the Commission considers that Mars has the incentive to sell its dietetic pet food 
in as many retail outlets as possible.  
                                                 
164 Non-Horizontal Me rger Guidelines, paragraph 78.  
165 Non-Horizontal Merger Guidelines, paragraph 72.  
166 Non-Horizontal Merger Guidelines, paragraphs 40 - 42 

 
37 (163)  For similar  reasons to those set out at Section 6.4.3  and Section 6.5.3 , the 
Commission also considers that the merged entity would not  have the incentive to 
pursue an input foreclosure strategy  in the Netherlands . In particular, although 
Mars may have upstream market power, and consequently may have the ability to 
restrict downstream customers from access to its dietary pet food products , the 
Commission considers that Mars would not h ave the incentive to foreclose.  
(164)   In this case, because the sale of dietetic pet food is not a key input to veterinary 
clinics, but is rather ancillary to the provision of veterinary services, the 
Commission c onsiders that Mars would be unlikely to successfully divert 
customers away from AniCura’s downstream rivals, by restricting its supply of 
dietetic pet food to them.  Rather, the Commission is of the view that Mars would 
face a greater risk of losing dieteti c pet food sales, if it attempted an input 
foreclosure strategy regarding the supply of dietetic pet food. For these reasons, 
the Commission considers that Mars has the incentive to sell its dietetic pet food 
in as many retail outlets as possible.  
(165)  There is  also a horizontally affected market in the retail of dietetic pet food in the 
Netherlands, due to the limited quantities of the su pply of private label Sterkliniek 
dietetic pet food through Sterkliniek clinics (27 of which are owned by AniCura). 
As regard s the Commission's assessment, the Commission notes that while the 
merged entity would have a significant combined share upstream, the horizontal 
market share increment arising from the merger  is extremely limited (less than [0-
5]% at national level).167 In addition, the Transaction does not give rise to any 
increase in the manufacturing of dietetic pet food, since the Sterkliniek dietetic 
pet food is manufactured by a third -party supplier.  
(166)  On the basis of the considerations in paragraphs (161)  to (165)  the Commission 
therefore concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market as regards its impact on competition for the 
retail of dietetic pet food through the veterinar y channel in the Netherlands on the 
basis of vertical effects , or on the basis of horizontal overl aps. 
6.7. Other markets  
(167)  The transaction also gives rise to vertically -affected markets in Germany, Austria, 
Italy, France and Spain.  
(168)  The Commission notes that AniCura’s presence  in these countries is limited. The 
combined AniCura and VetFamily shares are  as follows: Germany ( [5-10]%), 
Austria ( [0-5]%), Italy ( [0-5]%), France ( [0-5]%) and Spain ( [0-5]%). Due to the 
low market shares downstream, the Commission considers that the merged entity 
would not have the ability to pursue a customer foreclosure strat egy. For similar 
reasons to those set out at Section 6.4.3  and Section 6.5.3 ,the Commission also 
considers that the merged entity would not have the incentive to pursue an input 
foreclosure strategy.  
(169)  On the basis of the above, the Commission therefore concludes that t he 
Transaction does not raise serious doubts as to its compatibility with the internal 
                                                 
167  Form CO, paragraphs 433 - 435 
 
38 market as regards its impact on competition for the retail of dietetic pet food 
through the veterinary channel in Germany, A ustria, Italy, France and Spain on 
the basis of vertical effects . 
7. PROPOSED REMEDIES  
7.1. Framewo rk for the assessment of the commitments  
(170)  Where, as in this case, a notified concentration raises serious doubts as to its 
compatibility with the internal market, the parties may modify the notified 
concentratio n so as to remove the grounds for the serious doubts identified by the 
Commission with a view to having it declared compatible with the internal market 
pursuant to Article  6(1)(b) in conjunction with Article 6(2) of the Merger 
Regulation.  
(171)  As set out in the  Commission Notice on Remedies,168 commitments have to 
eliminate the Commission's serious doubts entirely, they have to be 
comprehensive and effective from all points of view.  In Phase I, commitments 
offered by the parties can only be accepted where the comp etition problem is 
readily identifiable and can easily be remedied. The competition problem 
therefore needs to be so straightforward and the remedies so clear -cut that it is not 
necessary to enter into an in -depth investigation and that the commitments are  
sufficient to clearly rule out serious doubts within the meaning of Article 6(1)(c) 
of the Merger Regulation.  
(172)  In assessing whether or not the commitments  proposed by the parties  would 
restore effective competition, the Commission considers all relevant fa ctors, 
including inter alia the type, scale and scope of the proposed commitments, 
judged by reference to the structure and particular characteristics of the market in 
which the Commission has identified serious doubts as to the compatibility of the 
notifi ed concentration with the internal market, including the position of the 
Parties and other participants on the market.169 
(173)  In order for the commitments to comply with those principles, they must be 
capable of being implemented effectively within a short perio d of time. The 
Commission must determine with the requisite degree of certainty, at the time of 
its decision, that they will be fully implemented and that they are likely to 
maintain effective competition in the market.  
(174)  As regards  the form of acceptable co mmitments, the Merger Regulation leaves 
discretion to the Commission as long as the commitments meet the requisite 
standard.  
(175)  Divestiture commitments are often the most effective way to eliminate 
competition concerns. The intended effects of a divestiture w ill only be achieved 
if and once the business to divest is transferred to a suitable purchaser.  
                                                 
168  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (2008/C 267/01), (the "Commission Notice on 
Remedies").  
169  Commission Notice on Remedies, para graph  12. 
 
39 (176)  In order to ensure that the business is divested to a suitable purchaser, the 
commitments have to include criteria to define its suitability which will allow th e 
Commission to conclude that the divestiture of the business to such purchaser will 
likely remove the competition concerns identified  
7.2. Commitments submitted by the Parties  
(177)  In order to remove the serious doubts raised by the Transaction in the markets for 
the retail of dietetic pet food through the veterinary channel  in Denmark and 
Sweden, with a view to rendering the concentration compatible with the internal 
market, the Parties have modified the notified concentration by submitting  
commitments  to the Comm ission pursuant to Article 6(2) of the Merger 
Regulation . 
(178)  The Parties submitted two sets of commitments. Notably, the Parties formally 
submitted a remedy proposal on 8 October 2018 (the 'Initial Commitments'). 
After the Commission gathered the views of market participants on the Initial 
Commitments (the 'market t est'), and informed the Parties of the remaining 
serious doubts raised by the Transaction, the Parties submitted a revised remedy 
proposal on 19 October 2018  (the 'Final  Commitments') . 
7.2.1.  The Initial Commitments  
7.2.1.1.  Description of the Initial Commitments  
(179)  The Initial Commitments proposed by Mars and AniCura consist ed of the 
divestment of the entire VetFamily business, currently wholly -owned by AniCura 
and which is responsible for the negotiation of framework contracts for 
VetFamily members, including for the purcha se of dietetic  pet food ("Divestment 
Business"). The Divestment Business included :  
(a) the VetFamily legal entities.  
(b) all membership contracts with VetFamily members.  
(c) all framework supply agreements for all products and services which have 
been entered into for the benefit of VetFamily members, which will 
continue to be operated under their existing terms with all benefits (e.g. 
rebates) accruing to VetFamily assigned t o VetFamily. AniCura will also 
continue to use the  shared  framework supply agreements  (i.e. which apply 
to both VetFamily and AniCura clinics)  for a limited period.  
(d) all dedicated VetFamily personnel (22 employees) and one additional 
AniCura Group Retail Ma nager in order to provide procurement expertise 
for pet food i.e. 23 employees in total.  
(e) 8 employees as Key Personnel, including the Group VetFamily Director, 
the Group VetFamily Manager, the Group Retail Manager and Country 
Managers for Denmark, Sweden, N orway, the Netherlands and Germany.  
(f) intangible assets including all intellectual property rights needed to 
operate the VetFamily business including sales and marketing assets, all 
VetFamily trademarks and brand names including the brand VetPro, a 
 
40 fully pai d up perpetual licence from AniCura to use an IT system through 
which VetPlan is administered and a CRM system.  
(g) tangible assets including office equipment, all business and financial 
records held by VetFamily, including data held: on VetFamily members; 
purchases made by VetFamily members under the framework agreements; 
sales and customer data relating to VetPlan, data on suppliers. They do not 
include office premises , except in Denmark, where the lease will be 
transferred to the purchaser.  
(h) transitional arra ngements for IT support (including software licenses) and 
in Sweden and Germany only, services relating to back -office functions 
(accounting and payroll) to be provided by AniCura to the Divestment 
Business for a period of up to […], at cost and at the opt ion of the 
purchaser.  
(180)  Moreover,  the Parties  committed not to establish, operate or enter into a joint 
purchasing group for or with any independent veterinary practices in Sweden, 
Denmark and Norway for a per iod of […] post-Closing . The Parties also 
committed not to acquire an ownership interest in any of the VetFamily Members , 
identified as of the date of the Commission decision,  in Sweden, Denmark or 
Norway for the same […].  
(181)  In addition , if required by  the Commission, the Parties committed to terminate the 
VetFamily membership c ontracts of the 17 AniCura clinics which are part of 
VetFamily in Denmark. 
(182)  Finally,  the Parties  entered into related commitments, inter alia  regarding the 
separation of the divested businesses from their retained businesses, the 
preservation of the viability, marketability and competitiveness of the divested 
businesses, including the appointment of a monitoring trustee and, if necessary, a 
divestiture trustee . 
7.2.1.2.  Results of the market test  
(183)  The Commission launched a market test of  the Initial Commitments on 10 
October 2018, which was addressed to upstream competitors  of Mars , VetFamily 
member clinics and potential purchasers.  
(184)  Despite being generally positive, the view of the respondents to the market test 
was that a number of eleme nts of the Initial Commitments needed to be modified 
in order for them to be able to  remedy the serious doubts identified by the 
Commission in the market s for the sale of dietetic pet food through the veterinary  
channel in Denmark and Sweden .170. 
(185)  In particul ar, some respondents highlighted the need for the Divestment Business 
to have the ability to provide continuous education and training to VetFamily  
member clinics.171 
                                                 
170  Replies to Market Test Questionnaire  on commitments offered by Mars and AniCura of 10 October 
2018.  
171  Ibid. 
 
41 (186)  While the majority of respondents considered that the scope and duration of the 
transitiona l arrangements proposed in the Initial Commitments was sufficient to 
ensure the viability and competitiveness of the Divestment Business, a few stated 
that a longer duration of such arrangements may be necessary, in particular given  
the critical nature of some of th ose transitional services  for the Divestment 
Business , such as IT.172  
(187)  In addition, the majority of respondents considered the proposed commitments of 
the Parties not to engage in joint purchasing groups and not to acquire VetFamily 
Members in Swed en, Denmark and Norway for the period of […] post-Closing 
(paragraph (180) ) to be necessary and adequate to ensure the viability and 
competitiveness of the Divestment Business . Nevertheless, several respondents 
suggested that the duration should be longer than […].173  
(188)  In other respects, the respondents generally  considered that the Divested Business 
includes all necessary assets and would be able to compete effectively with the 
Parties after the Transaction.174 
(189)  Finally, t he majority of  respondents considered that the Di vestment Business was 
sufficiently interesting to attract suitable purchasers . Several respondents 
indicated that would be potentially interested in purchasing the  Divestment 
Business , subject to the above -mentioned improvements and those respondent s' 
closer due diligence  of the Divestment Business .175 
7.2.2.  The Final Commitments  
7.2.2.1.  Description of the Final Commitments  
(190)  In view of the results of the market test and following the feedback provided by 
the Commission, the Parties submitted the Final Commitments on 19 October 
2018. The full text of the Final Commitments is attached as an Annex to this 
Decision. The Final Comm itments address the shortcomings identified above and 
include other modifications to strengthen their effectiveness, as set out below : 
(a) The scope of the  Divestment Business was clarified to include the 
capability to provide all training and other on-boarding suppo rt services 
that are currently offered to Ve tFamily Members in connec tion with their 
membership of the VetFamily network. 
(b) The possibility of extension of the transitional services agreements for a 
further period of […], at the request of the Purchase r, subject to the 
opinion of the Mon itoring Trustee, was introduced.  
(c) For the remaining term of the respec tive Shared Framewo rk Ag reemen ts 
(or […]), all benef its acc ruing under those a greemen ts (i.e. rebates, 
discoun ts, and  other bonuses ) will be fully transferred to VetFamily, with 
                                                 
172  Ibid. 
173  Ibid. 
174  Ibid. 
175  Ibid. 
 
42 the only exception of benefits  relating to volumes purchased by AniCura 
clinics.  
(d) AniCura committed  not to take any action on the tender for new suppliers 
of VetFamily Members prior to closing of the divestiture, except as 
deemed necessary by the Hold  Separate  Manager  for  the  continued  
viability  of  the  Divestment Business, subject to the opinion of the 
Monitoring Trustee.  
(e) The First Divestiture Period, during which t he Parties commi t to find a 
purchaser and to enter into a final b inding sale and purchase agreement for 
the sale of the Divestment Business,  was shortened to three months, with 
the pos sibility of a one  month extension  by the Commission . 
(f) During the […] period limiting the Parties ability to engage in joint 
purchasing groups and to acquire any of the VetFamily Members in 
Sweden, Denmark and Norway  (paragraph (180) ), the Parties committed 
also not to solicit  veterinary practices for such purposes.  
(191)  The Final  Commitments also clarify some language to ensure that all necessary rights 
and assets transfer to the Purchaser.  
7.2.2.2.  The Commission’s  assessment  of the Final  Commitments  
(192)  For the reasons explained below, the Commission considers that the Final 
Commitments re move all serious doubts raised by the Transaction.  
(193)  The implementation of the Final Commitments will take VetFamily out of the 
control  of the merged entity  and will thus eliminate the influence  of the merged 
entity  on a significant number of veterinary cli nics in Denmark and Sweden post -
Transaction.  The divestment  of VetFamily  will allow an independently -owned 
buying group to continue to operate in the relevant markets.  The share of the 
downstream market of the merged entity at national level  will be reduce d from 
[40-50]% to [20-30]% in Sweden and from [40-50]% to [20-30]% in Denmark.  
The Commission considers that this structural change will ensure that  the 
upstream competitors of the merged entity have  access to a sufficient number of 
downstream veterinary clinics  to remain viable and competitive in Sweden and 
Denmark . 
(194)  To maintain their structural effect, the Final Commitments contain a standard 
non-reacquisition clause preventing the merged entity from reacquiring 
VetFamily for the period of 10 years. In addition to that, the Final Commitments 
include an obligation on t he merged entity not to engage in joint purchasing 
groups and not to acquire ownership in VetFamily Members in Denmark and 
Sweden for the period of […] following the sale of VetFamily. The Commission 
considers that such clause, even if it goes beyond the s tandard terms of a non -
reacquisition clause as it concerns the acquisition of third parties, is necessary in 
the markets where serious doubts were identified to ensure that the Final 
Commitments are not circumvented by the merged entity acquiring influence  
downstream over the clinics through an alternative joint purchasing scheme or by 
acquiring current VetFamily Members. This is because the acquisition of 
influence over the clinics could enable the reacquisition of market power in those 
markets where that market power has been found to be problematic and is aimed 
 
43 to be removed through the divestiture remedy. Since the Commission has not 
identified serious doubts in Member States other than Denmark and Sweden, it is 
not necessary to extend the anti -circumven tion clause limiting the Parties' conduct 
to other Member States, in particular considering that the viability and 
competitiveness of the Divestment Business are not affected (see paragraph 
(198) ).  
(195)  Furthermore, the post -market test extension of the above -mentioned prohibition 
on joint purchasing schemes and acquisition of  VetFamily Members  to cover also 
non-solicitation further strengthens the Final Commitments sin ce it prevents the 
Parties from approaching veterinary clinics , and hence potentially influencing 
their behaviour, already during the […] period. The Commission also considers 
the duration of  […] to be sufficient to allow VetFamily to develop and establis h 
itself in the hands of a new owner, in particular given the nature of VetFamily’s 
business and its growth to date.   
(196)  Moreover, in light of the results of the market test, the Commission considers the 
scope and scale of the Divestment Business to be suffic ient to ensure its 
continued viability and competitiveness. In particular, the Divestment Business 
includes all tangible and intangible assets, benefits from framework agreements, 
personnel (including Key Personnel), and transitional services agreements which 
are necess ary for its viability and competitiveness . 
(197)  While the Final Commitments submitted by the Parties provide for the full 
divestiture of VetFamily including in the countries where the Transaction does 
not raise serious doubts (that is, other than Sweden and Denmark) , the 
Commission considers that the inclusion of VetFamily's operations in those 
countries is necessary and proportionate to preserve the viability and 
competitiveness of the Divestment Business. Indeed, the number of VetFamily 
member cl inics in Sweden and Denmark comprise only around [20-30]% of the 
total number of VetFamily members. Carving out and divesting VetFamily's 
activities only in Sweden and Denmark would risk undermining its operations as 
a standalone business .  
(198)  On the other ha nd, the non -application of the […] prohibition on joint purchasing 
and acquisition of VetFamily Members (paragraph (180) ) to Germany and the 
Netherl ands, where VetFamily is also currently active, does not affect the 
viability and competitiveness of the Divestment Business in light of its scope and 
scale.  In particular, VetFamily's operations in Germany and the Netherlands are 
still in the start -up sta ge (launched in the last two years)176 generating  EUR 0 
membership fees in 2017177 and VetFamily has functioned as a viable business 
already since 2000 . In addition, personnel are of key importance for the operation 
of VetFamily . The Divestment Business includ es (key) personnel  for all 
VetFamily countries including also for Germany and the Netherlands.  
(199)  Nevertheless , the Parties have proposed that the […] prohibition on joint 
purchasing and acquisition of VetFamily Members  covers also Norway , one of 
                                                 
176  Form RM, paragraph 47.  
177  Form CO, paragraph 85.  
 
44 the core markets of VetFamily. The Commission considers this commitment to  
further strengthen the viability of the Divestment Business.  
(200)  Furthermore, the Commission believes  that VetFamily will be viable in the hands 
of a suitable purchaser even without the involvement  of Ani Cura. In particular, 
VetFamily was established in 2000 and successfully operated and grew also 
before 2014  when it was acquired by AniCura. Also , VetFamily is  rapidly 
expanding, as evidenced, for example, by the increase in the number of 
VetFamily member clinics by over 200 only during the Commission merger 
proceedings (paragraph (71)).178  
(201)  In addition, t he Commission is of the view  that short divestiture periods 
contribute largely to the success of a divestiture because they limit the period of 
uncertainty.179 In the present case, the Parties reduced the First Divestiture Period 
in the Final Commitments to three months, subject to a po ssible extension by the 
Commission of one month. The Commission believes such a condensed time 
table for divestiture will facilitate the successful transfer of the Divestment 
Business  to a new owner  and will eliminate any possibility of anti -competitive 
effects arising in the meantime.  
(202)  Finally, the Commission notes  that the Final Commitments remove serious doubts 
regarding Mars gaining access to competitively sensitive information in the 
downstream market (for example, on prices, quantities, product characteristics, 
etc.) of its upstream competitors. The Final Commitments ensure that VetFamily 
will be operated , and commercial terms will be negotiated,  by an independent 
entity and hence Mars will not obtain access to the commercial terms that its 
upstream competitors offer  to VetFamily  clinics, Thus, Mars' upstream 
competitors will be able to offer commercial terms to non -AniC ura clinics, which 
comprise  around three quarters of the downstream market in  each Sweden and 
Denmark , without  making them known to Mars . At the same time , the terms 
offered by Mars' upstream competitors to AniCura clinics and to VetFamily  
clinics  will not necessarily be the same  post-Transaction , thus preserving  
uncertainty and conditions for competition.  
(203)  In light of the above considerations and taking into account the results of the 
market test and other information available to it, the Commission considers that 
the Final Commitments are sufficient to eliminate the serious d oubts as to the 
compatibility of the Transaction with the internal market with respect to the 
markets for the retail of dietetic pet food through the veterinary channel in 
Denmark and Sweden. Moreover, the Final Commitments are comprehensive and 
effective from all points of view, and are capable of being implemented 
effectively within a short period of time.  
                                                 
178  Parties' responses to RFI 12, question 4; Parties' responses to RFI 9, question 1 . 
179  Commission Remedies Notice, paragraph 98.  
 
45 8. CONDITIONS AND OBLIG ATIONS  
(204)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to i ts decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered vis -à-vis the Commission with a view to rendering the 
concentration compatible with the internal market  
(205)  -The fulfilment of the measures that gives rise to the structural change of the 
market is a condition, whereas the implementing steps that are necessary to 
achieve this result are generally obligations on the Parties. Where a condition is 
not fulfilled, the Commission's d ecision declaring the concentration compatible 
with the internal market is no longer applicable. Where the undertakings 
concerned commit a breach of an obligation, the Commission may revoke the 
clearance decision in accordance with Article  6(3) of the Merg er Regulation. The 
undertakings concerned may also be subject to fines and periodic penalty 
payments under Articles 14(2) and 15(1) of the Merger Regulation.  
(206)  In accordance with the basic distinction between conditions and obligations  
described in the prece ding paragraph , the commitments in Section B as well as 
the Schedule of the Final Commitments set out in the Annex constitute conditions 
attached to this Decision, as only through their full compliance can the structural 
changes in the relevant markets be achieved. The other commitments set out in 
the Annex constitute obligations, as they concern the implementing steps that are 
necessary to achieve the modifications sought in a manner compatible with the 
internal market.  
(207)  The full text of the Final Commitmen ts is attached to this Decision as the Annex 
and forms an integral part of this Decision.  
9. CONCLUSION   
(208)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with th e 
internal market, subject to full compliance with the conditions in Section B as 
well as  the Schedule of the  Final C ommitments  annexed to the present decision 
and with the obligations contained in the other sections of the said commitments. 
This Decision is adopted in application of Article 6(1)(b) in conjunction with 
Article 6(2) of the Merger Regulation . 
 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
1  19 October 2018  
Case M. 9019  – MARS / ANICURA  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the Merger Regulation ), 
Mars, Incorporated ( Mars ) hereby enter s into the following Commitments (the Commitmen ts) 
vis-à-vis the European Commission (the Commission ) with a view to rendering its proposed 
acquisition of AniCura TC AB ( AniCura ) (the Concentration ) compatible with the internal 
market and the  functioning of the E EA Agreement.  
This text shall be interpr eted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation to declare the Concentration compatible with the internal 
market and the functioning of the EEA Agreement  (the Decision ), in the general framework 
of European Union law, in particular in light of the Merger Regulation, and by reference to 
the Commission Notice on remedies acceptable under Council Regulation (EC) No 
139/2004 and under Commission Regulation (EC) No 802/2004  (the Remedies Notic e). 
Section A.  Defini tions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate 
parents of the Parties, whereby the notion of control shall be interpreted pursuant to 
Article 3 of the Merger Regulation and in light of the Commission Consolidated 
Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of 
concentrations between undertakings  (the Consolidated Jurisdictional No tice). 
AniCura: a privately held provider of veterinary care for companion animals. 
AniCura is held by AniCura TC AB, incorporated under the laws of Sweden and has 
its registered office at Vendevägen 89, 182 32 Danderyd, Sweden , registered under 
number 556 972-6689.  
AniCura Clinics: veterinary practices in which AniCura has an ownership interest.  
AniPlan : a monthly subscription -based preventative pet care service that is offered to 
pet owners through AniCura Clinics. AniPlan and VetPlan are administered via the 
AniCura IT System.  
 
2 2 AniPlan IT System:  an in -house, […] IT system developed and owned by AniCura to 
administer the AniPlan and VetPlan preventive care plans, managed by VetFamily. 
[…].  
Assets : the assets that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Business as indicated in Section B and 
described more in detail in the Schedule . 
Closing : the transfer of the legal title to the Divestment Business to the Purchaser . 
Closing Period : the period of three  months  from the approval of the Purchaser and the 
terms of sale by the Commission.  
Confidential Information : any business  secrets, know -how, commercial information, 
or any other information of a proprietary nature that is not in the public domain.  
Conflict of Interest:  any conflict of interest  that impairs the Monitoring Trustee's 
objectivity and independence in discharging its duties under the Commitments . 
Divestment Business : the business or businesses  as defined in Section B and in the 
Schedule which  Mars  commit s to divest.  
Divestiture Trustee : one or more natural  or legal person(s) who is/are approved by 
the Commission and appointed by Mars  and who has/have received from Mars  the 
exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no 
minimum price.  
Effective Date:  the date of adoption of the Decision.  
First Divestiture Period : the period of three  months from the Effective Date, with the 
possibility of an extension  of one additional month , such extension to be governed by the 
procedure set out in paragraph 42.  
Framework Agreements:  framework supply agreements for a range of veterinary 
supplies (e.g. pharmaceuticals, pet food, laboratory supplies) as describ ed in the 
Schedule . 
Hold Separate Manager:  the person appointed by Mars  for the Divestment Business 
to manage the day -to-day business under the supervision of the Monitoring Trustee.  
Key Personnel : all personnel necessary  to maintain the viability and comp etitiveness 
of the Divestment Business, as listed in the Schedule, including the Hold Separate 
Manager.  
 
3 3 Mars:  Mars , Incorporated, a privately held c ompany incorporated under the laws of 
Delaware  with its registered office at 6885 Elm Street, McLean, VA 22101-3883, 
USA . 
Membership Contract: a membership contract entered into between VetFamily and 
an independent veterinary practice whereby the latter becomes a VetFamily Member.  
Monitoring Trustee:  one or more natural or legal person(s) who is/are approved by 
the Commission and appointed by Mars , and who has/have the duty to monitor Mars  
compliance with the conditions and obligations attached to the Decision.  
Parties:  Mars and AniCura.  
Personnel : all staff currently employed by the Divestment Business, including staff 
seconded to the Divestment Business, shared personnel as well as the additional 
personnel listed in the Schedule.  
Purchaser : the entity approved by the Commission as acquirer  of the Div estment 
Business in accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 16 of these  Commitments that 
the Pur chaser must fulfil in order to be approved by the Commission.  
Schedule : the schedule to these Commitments describing in more detail the 
Divestment Business  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period : the period of three months from the end of the First 
Divestiture Period.  
VetFamily:  a joint purchasing group owned by AniCura which enables VetFamily 
Members to procure veterinary supplies (e.g. pharmaceutical products, pet food, 
labora tory supplies etc.) on favourable terms under the Framework Agreements with 
selected suppliers. In Denmark only, VetFamily also provides its members with 
additional services, such as back -office support, website design, and the creation of 
marketing campai gns with key suppliers. VetFamily is currently active in Sweden, 
Denmark, Norway, the Netherlands, and Germany and is in the process of setting up 
operations in […].  
VetFamily Legal Entities:  the legal entities through which the VetFamily business 
operates , namely: VetFamily Holding AB (Sweden), VetFamily AB (Sweden), 
VetFamily AS (Norway), VetFamily ApS (Denmark), VetFamily GmbH (Germany), 
 
4 4 VetFamily B.V. (Netherlands), and VetFamily GmbH (Austria), as well as any other 
VetFamily legal entities which are in corporated before Closing.  
VetFamily Members:  veterinary practices that are members of VetFamily .  
VetPlan:  a monthly subscription -based preventative pet care service offered by 
VetFamily to pet owners, sold through VetFamily Member clinics. VetPlan and 
AniPlan are administered via the AniCura IT System.  
VetPlan Contracts : customer contracts for VetPlan.  
Section B . The Commitment to divest and the Divestment Business  
 
Commitment to divest  
2. In order to maintain effective competition, the Parties  commit to div est, or procure the 
divestiture of the Divestment Business by the end of the Trustee Divestiture Period as 
a going concern to a purchaser and on terms of sale approved by the Commission in 
accordance with the procedure described in paragraph 17 of these Commitments. To 
carry out the divestiture, the Parties  commit to find a purchaser and to enter into a final 
binding sale and purchase agreement for the sale of the Di vestment Business within 
the First Divestiture Period. If Mars  has not entered into such an agreement at the end 
of the First Divestiture Period, Mars  shall grant the Divestiture Trustee an exclusive 
mandate to sell the Divestment Business in accordance wi th the procedure described in 
paragraph 29 in the Trustee Divestiture Period.  
3. The Parties  shall be deemed to have complied with this commitment if:  
(a) by the end of the Trustee Divestiture Period, Mars  or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement and 
the Commission approves the proposed purchaser and the terms of sale as 
being consistent with the Commitments in accordance with the procedure 
described in paragraph 17; and  
(b) the Closing of the sale of the Divestment Business to the Purchaser takes 
place within the Closing Per iod. 
4. In order to maintain the structural effect of the Commitments, Mars shall, for a period 
of ten  years after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising influence (as defined in paragraph 43 of the Remedies Notice , footnote 3) 
over the whole or part of the Divestment Business, unless, following the submission of 
a reasoned request from Mars  showing good cause and accompanied by a report from 
the Monitoring Trustee (as provided in paragraph 43 of these Commitments), the 
Commission finds that the structure of the market has changed to such an extent that 
 
5 5 the absence of influence over the Divestment Business is no longer ne cessary to render 
the proposed C oncentration compatible with the internal market.  
5. In addition:  
(a) Subject to any transitional arrangements agreed with the Purchaser under 
the terms of these Commitments, the Parties  commit that AniCura will 
withdraw from joint purchasing activities with the Divestiture Business for 
a period of ten  years after Closing.  By way of exception, this will not 
prevent the AniCura -owned veterinary practices which are currently 
VetFamily Membe rs in Denmark from continuing to be VetFamily 
Members  unless requested by the Commission . 
(b) For a period of […] after Closing, the Parties commit that neither Mars, 
AniCura nor their Affiliated Undertakings shall : 
(i) establish, operate, or enter into a joint pr ocurement or purchasing 
group for or with any independent veterinary practices in Sweden, 
Denmark, or Norway , or solicit any such independent veterinary 
practice to do so; or  
(ii) acquire an ownership interest in any veterinary practices in 
Sweden, Denmark or N orway which are VetFamily Members as at 
the Effective Date , or solicit any such VetFamily Member to be 
acquired.  
For the avoidance of doubt, th e obligation s in this paragraph 5(b) shall not 
prevent Mars  or AniCura or their  Affiliated Undertakings from conducting 
any procurem ent or purchasing activity for the AniCura Clinics or their 
other Affiliated Undertakings.  
 
Structure and definition of the Divestment Business  
6. The Divestment Business consists of the entire VetFamily business as at Closing, as 
carried out through the VetF amily Legal Entities  and the assets comprised within 
them. The legal and functional structure of the Divestment Business as operated to 
date is described in the Schedule to these Commitments. As described in more detail 
in the Schedule, t he Divestment Busi ness includes all assets, contracts, licences, and 
personnel  that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Business  (including any assets or 
resources which are not otherwise covered  in the Schedule but which are both used in 
the Divestment Business for the continued viability and competitiveness of the 
Divestment Business, or an adequate substitute for any such asset or resource) , in 
particular:   
(a) all tangible and intangible assets (including intellectual property rights);  
 
6 6 (b) all contracts and licences (including but not limited to the Framework 
Agreements, the Membership Contracts, and the VetPlan Contracts); and  
(c) the Personnel.  
7. In addition, the Divestment Business includes the benefit, for a transitional period of 
up to […] after Closing (and at the request of the Purchaser, with a possible extension 
for a further period of […], subject to the opinion of the Monitoring Trustee) and on 
terms and conditions equivalent to those at present afforded to the Divestment 
Business, of all current arrangements under which AniCura  or its Affiliated 
Undertakings supply services to the Divestment Business, as detailed in the Schedule, 
unless ot herwise agreed with the Purchaser. Strict firewall procedures will be adopted 
so as to ensure that any competitively sensitive information related to, or arising from 
such supply arrangements will not be shared with, or passed on to, anyone outside 
AniCura ’s operations.  
Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
8. From the Effective Date until Closing, the Parties  shall preserve or procure  the 
preservation of the economic  viability, marketability and competitiv eness of the 
Divestment Business, in accordance with good business practice, and shall minimise 
as far as possible any risk of loss of competitive potential of the Divestment Business. 
In particular the Parties  undertake:  
(a) not to carry out any action that m ight have a significant adverse impact 
on the value, management or competitiveness of the Divestment Business 
or that might alter the nature and scope of activity, or the industrial or 
commercial strategy or the investment policy of the Divestment 
Business ; 
(b) to make available, or procure to make available, sufficient resources for 
the development  of the Divestment Business, on the basis and 
continuation of the existing business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are bei ng 
taken, including appropriate  incentive schemes (based on industry 
practice), to encourage all Key Personnel to remain with the Divestment 
Business, and not to solicit or move any Personnel to the Parties’ 
remaining business. Where, nevertheless, individual members of the Key 
Personnel exceptionally leave the Divestment Business, the Parties  shall 
provide a reasoned proposal to replace the person or persons concerned 
to the Commission and the Monitoring Trus tee. The Parties  must be able 
 
7 7 to demonstrate to the Commission that the replacement is well suited to 
carry out the functions exercised by those individual members of the Key 
Personnel. The replacement shall take place under the supervision of the 
Monitori ng Trustee, who shall report to the Commission.  
Hold -separate obligations  
9. The Parties  commit, from the Effective Date until Closing, to keep the Divestment 
Busines s separate from the business  it is retaining and to ensure that unless explicitly 
permitted u nder these Commitments: (i) management and staff  of the business  retained 
by the Parties  have no involvement in the Divestment Business; (ii) the Key Personnel 
and Personnel of the Divestment Business have no involvement in any business 
retained by the Par ties and do not report to any individual outside the Divestment 
Business.  
10. Until Closing, the Parties  shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable entit y separate from the 
business  which Mars  is retaining. Immediately after the adoption of the Decision, 
Mars  shall appoint a Hold Separate Manager.  The Hold Separate Manager, who shall 
be part of the Key Personnel, shall manage the Divestment Business independently 
and in the best interest of  the business with a view to ensuring its continued economic 
viability, marketability and competitiveness and its independence from the businesses 
retained by Mars . The Hold Separate Manager shall closely cooperate with and report 
to the Monitoring Trustee  and, if applicable, the Divestiture Trustee.  Any replacement 
of the Hold Separate Manager shall be subject to the procedure laid down in paragraph 
8(c) of these Co mmitments. The Commission may, after having heard Mars , require 
Mars  to replace the Hold Separate Manager.  
Ring-fencing  
11. The Parties  shall implement, or procure to implement, all necessary measures to 
ensure that it does not, after the Effective Date, obtai n any Confidential Information 
relating to the Divestment Business and that any such Confidential Information 
obtained by the Parties  before the Effective Date will be eliminated and not be used by 
the Parties . This includes measures vis -à-vis the Parties’  appointees on the supervisory 
board and/or board of directors of the Divestment Business. In particular, the 
participation of the Divestment Business in any central information technology 
network shall be severed to the extent possible, without compromisi ng the viability of 
the Divestment Business. The Parties  may obtain or keep information relating to the 
Divestment Business which is reasonably necessary for the divestiture of the 
Divestment Business or the disclosure of which to the Parties  is required b y law.  
  
 
8 8 Non-solicitation clause  
12. The Parties  undertake, subject to customary limitations, not to solicit, and to procure 
that Affiliated Undertakings  do not solicit, the Key Personnel transferred with the 
Divestment Business  for a period of […] after Closing.  
Due diligence  
13. In order to enable potential purchasers to carry out a reasonable due diligence of the 
Divestment Business, the Parties  shall, subject to customary confidentiality assurances 
and dependent on the stage of the divestiture process:  
(a) provide to potential purchasers sufficient information as regards the 
Divestment Business;  
(b) provide to potential  purchasers sufficient information relating to the 
Personnel and allow them reasonable access to the Personnel.  
Reporting  
14. Mars  shall submit writt en reports in English on potential purchasers of the Divestment 
Business and developments in the negotiations with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every 
month following the Effec tive Date (or otherwise at the Commission’s request). Mars  
shall submit a list of all potential purchasers having expressed interest in acquiring the 
Divestment Business to the Commission at each and every stage of the divestiture 
process, as well as a cop y of all the offers made by potential purchasers within five 
days of their receipt.   
15. Mars  shall inform the Commission and the Monitoring Trustee on the preparation of 
the data room documentation and the due diligence procedure and shall submit a copy 
of an y information memorandum to the Commission and the Monitoring Trustee 
before sending the memorandum out to potential purchasers.  
 
Section D.  The Purchaser  
16. In order to be approved by the Commission, the Purchaser must fulfil the following 
criteria:  
(a) The Purchaser shall be independent of and unconnected to Mars  and its 
Affiliated Undertakings (this being assessed having regard to the 
situation following the divestiture).  
 
9 9 (b) The Purchaser shall have the financial resources, proven expertise and 
incentive to ma intain and develop the Divestment Business as a viable 
and active competitive force in competition with the Parties and other 
competitors;  
(c) The acquisition of the Divestment Business by the Purchaser must 
neither be likely to create, in light of the informa tion available to the 
Commission, prima facie competition concerns nor give rise to a risk that 
the implementation of the Commitments will be delayed. In particular, 
the Purchaser must reasonably be expected to obtain all necessary 
approvals from the relev ant regulatory authorities for the acquisition of 
the Divestment Business . 
17. The final binding sale and purchase agreement (as well as ancillary agreements) 
relating to the divestment of the Divestment Business shall be conditional on the 
Commission’s approv al. When Mars  has reached an agreement with a purchaser, it 
shall submit a fully documented and reasoned proposal, including a copy of the final 
agreement(s), within one week to the Commission and the Monitoring Trustee. Mars  
must be able to demonstrate to  the Commission that the purchaser fulfils the Purchaser 
Criteria and that the Divestment Business is being sold in a manner consistent wi th the 
Commission’ s Decision and the Commitments. For the approval, the Commission 
shall verify that the purchaser ful fils the Purchaser Criteria and that the Divestment 
Business is being sold in a manner consistent with the Commitments including their 
objective to bring about a lasting structural change in the market. At Mars’ request, t he 
Commission may approve the sale  of the Divestment Business without one or more 
Assets or parts of the Personnel, or by substituting one or more Assets or parts of the 
Personnel with one or more different assets or different personnel, if this does not 
affect the viability and competitiv eness of the Divestment Business after the sale, 
taking account of the proposed purchaser.  
Section D. Monitoring Trustee  
I. Appointment procedure  
18. Mars  shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee. Mars commits not to close the Concentration 
before appointment of a Monitoring Trustee.  
19. If Mars  has not entered into a binding sale and purchase agreement regarding the 
Divestment Business two weeks before the end  of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by Mars at that time or thereafter, Mars 
shall appoint a Divestiture Trustee. The appointme nt of the Divestiture Trustee shall 
take effect upon the commencement of the Trustee Divestiture Period . 
 
10 10 20. The Monitoring Trustee shall:  
(i) at the time of app ointment, be independent of Mars, AniCura and their 
Affiliated Undertakings;  
(ii) possess the necessary  qualifications to carry out its mandate, for example have 
sufficient relevant experience  as an investment banker or consultant or auditor; 
and 
(iii) neither have nor become exposed to a Conflict of Interest.  
21. The Monitoring Trustee shall be remunerated by Mars  in a way that does not impede 
the independent and effec tive fulfilment of its mandate. In particular, where the 
remuneration package of a Divestiture Trustee includes a success premium linked to 
the final sale value of the Divestment Business, such success premium may only be 
earned if the divestiture takes place within the Trustee Divestiture Period.  
Proposal by Mars  
22. No later than ten working days  after the Effective Date, Mars  shall submit the name or 
names of one or more natural or legal persons whom Mars  proposes to appoint as the 
Monitoring Trustee to the Commission for approval. No later than one month before 
the end of the First Divestiture Period or on request by the Commission, Mars shall 
submit a list of one or more persons who Mars proposes to appo int as Divestiture 
Trustee to the Commission for approval. The proposal shall contain sufficient 
information for the Commission to verify that the person or persons proposed as 
Trustee fulfil the requirements set out in paragraph 19 and shall include:  
(i) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these Commitments;   
(ii) the outline of  a work plan which describes how the Trustee intends to carry out 
its assigned tasks; and  
(iii) an indication of whether the proposed Trustee is to act as both Monitoring 
Trustee and Divestiture Trustee or whether different trustees are proposed for 
the two functions.  
Approval or rejection by the Commission  
23. The Commission shall have the discretion to approve or reject the proposed Trustee(s) 
and to approve the proposed mandate subject to any modifications it deems necessary 
for the Trustee to fulfil its obligations.  If only one name is approved, Mars shall 
appoint or cause to be appointed the person or persons concerned as Trustee , in 
accordance with the mandate approved by the Commission. If more than one name is 
 
11 11 approved, Mars  shall be free to choose th e Trustee to be appointed from among the 
names approved. The Trustee shall be appointed within one week of the Commission’s 
approval, in accordance with the mandate approved by the Commission  (the Trustee 
Mandate ). 
New proposal by Mars  
24. If all the proposed Trustee s are rejected, Mars  shall submit the names of at least two 
more natural or legal persons within one week of being informed of the rejection, in 
accordance with paragraphs 18 and 23 of these Commitments . 
 
Monitoring Trustee nominated by the Commission  
25. If all further proposed Monitoring Trustees are rejected by the Com mission, the 
Commission shall nominate a Monitoring Trustee, whom Mars  shall appoint, or cause 
to be appointed, in accordance with a trustee mandate approved by the Commission . 
II. Functions of the Trustee  
26. The Trustee shall assume its specified duties and obligations in order to ensure 
compliance with these  Commitments. The Commission may, on its own initiative or at  
the request of the Trustee or Mars , give any orders or instructions to the Trustee in 
order to ensure compliance with the conditions and obligations attached to the 
Decision.  
Duties and obligations of the Monitoring Trustee  
27. The Monitoring Trustee shall : 
(i) propose in its first report to the Commission a detailed work plan describing 
how it intends to monitor compliance with the obligations and  conditions 
attached to the Decision.  
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -going 
management of the Divestment Business with a view to ensuring its continued 
economic viability, marketability and competitiveness and monitor compliance 
by the Parties  with the conditions and obligations attached to the Decision. To 
that end the Monitoring Trustee shall:  
(a) monitor the preservation  of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keep ing separate 
 
12 12 of the Divestment Business from the business retained by the Parties, in 
accordance with paragraphs 8 and 9 of these Commitments;  
(b) supervise  the management  of the Divestment Business as a distinct and 
saleable entity, in accordance with paragraph 10 of these Commitments;  
(c) with respect to Confidential Information:  
- determine all necessary measures to ensure that the Parties  do not 
after the Effective Date obtain any Confidential Information 
relating to the Divestment Business,  
- in particular strive for the severing of the Divestment Business’ 
participation in a central  information technology network to the 
extent possible, without compromising the viability of the 
Divestment Business,  
- make sure that any Confidential Information r elating to the 
Divestment Business obtained by the Parties  before the Effective 
Date is eliminated and will not be used by the Parties;  and 
- decide whether such information may be disclosed to or kept by 
the Parties  as the disclosure is reasonably necessary  to allow the 
Parties  to carry out the divestiture or as the disclosure is required  
by law;  
(d) monitor  the splitting  of assets and the allocation of Personnel between 
the Divestment Business and Mars  or Affiliated Undertakings;  
(iii) propose to the Parties  such measures as the Monitoring Trustee considers 
necessary to ensure the Parties’  compliance with the conditions and obligations 
attached to the Decision, in particular the maintenance of the full economic 
viability, marketability or competitiveness of t he Divestment Business, the 
holding separate of the Divestment Business and the non -disclosure of 
competitively sensitive information;  
(iv) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, dependent on t he stage of the divestiture process:  
(a) potential purchasers receive sufficient and correct information relating to 
the Divestment Business and the Personnel in particular by reviewing, if 
available, the data room documentation, the information memorandum 
and the due diligence process, and  
(b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
 
13 13 (vi) provide  to the Commission, sending Mars  a non -confidential copy at the same 
time, a  written report within 15 days after the end of every month that shall 
cover the operation and management of the Divestment Business as well as the 
splitting of assets and the allocation of Personnel so that the Commission can 
assess whether the business is held in a manner consistent with the 
Commitments and the progress of the divestiture process as well as potential 
purchasers;  
(vii) promptly report in writing to the Commission, sending Mars  a non -confidential 
copy at the same  time, if it concludes on reasonable grounds that Mars  is 
failing to comply with these Commitments ; 
(viii) within one week after receipt of the documented proposal referred to in 
paragraph 17 of these Commitments, submit to the Commission, sending Mars  
a non -confidential copy at the same time, a reasoned opinion as to the 
suitability and independence of the proposed purchaser and the viab ility of the 
Divestment Business after the Sale and as to whether the Divestment Business 
is sold in a manner consistent with the conditions and obligations attached to 
the Decision, in particular, if relevant, whether the Sale of the Divestment 
Business w ithout one or more Assets or not all of the Personnel affects the 
viability of the Divestment Business after the sale, taking account of the 
proposed purchaser;  
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligati ons attached to the Decision.  
28. If the Monitoring and Divesti ture Trustee are not the same legal or natural  persons, the 
Monitoring Trustee  and the Divestiture Trustee shall cooperate closely with each other 
during and for the purpose of the preparation of t he Trustee Divestiture Period in order 
to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
29. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no 
minimum price the Divestment Business to a purchaser,  provided that the Commission 
has approved both the purchaser and the final binding sale and purchase agreement 
(and ancillary agreements) as in line with the Commission's Decision and the 
Commitments in accordance with paragraphs 16 and 17 of these Commitments. The 
Divestiture Trustee shall include in the sale and purchase agreement (as well as in any 
ancillary agreements) such terms and conditions as it considers appropriate for an 
expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee 
may include in the sale and purchase agreement such cus tomary representations and 
warranties and indemnities as are reasonably required to effect the sale. The 
Divestiture Trustee shall protect the legitimate financial interests of Mars , subject to 
 
14 14 Mars’  unconditional obligation to divest at no minimum price i n the Trustee 
Divestiture Period.  
30. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the 
Divestiture Trustee shall provide the Commission with a comprehensive monthly 
report written in  English on the progress of the divestiture process. Such reports shall 
be submitted within 15 days after the end of every month with a simultaneous copy to 
the Monitoring Trustee and a non -confidential copy to Mars . 
III. Duties and obligations of the Parties  
31. The P arties  shall provide and shall cause their advisors to provide the Monitoring 
Trustee with all such co -operation, assistance and information as the Monitoring 
Trustee may reasonably require to perform its tasks. The Monitoring Trustee shall 
have full and c omplete access to any books, records, documents, management or other 
personnel, facilities, sites and technical information necessary for fulfilling its duties 
under the Commitments , and the Parties  shall provide the Monitoring Trustee upon 
request with co pies of any document. If requested by the Monitoring Trustee, Mars  
shall make available to the Monitoring Trustee one or more offices on their premises 
and shall be available for meetings in order to provide the Monitoring Trustee with all 
information nece ssary for the performance of its tasks.  
32. Mars shall provide the Monitoring Trustee with all managerial and administrative 
support that it may reasonably request on behalf of the management of the Divestment 
Business. This shall include all administrative su pport functions relating to the 
Divestment Business which are currently carried out at headquarters level. The Parties  
shall provide and shall cause their advisors to provide the Monitoring Trustee, on 
request, with the information submitted to potential p urchasers, in particular give the 
Monitoring Trustee access to the data room documentation and all other information 
granted to potential purchasers in the due diligence procedure. Mars  shall inform the 
Monitoring Trustee on possible purchasers, submit lis ts of potential purchasers at each 
stage of the selection process, including the offers made by potential purchasers at 
those stages, and keep the Monitoring Trustee informed of all developments in the 
divestiture process.  
33. Mars  shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including 
ancillary agreements), the Closing and all actions and declarations which the 
Divestiture Tru stee considers necessary or appropriate to achieve the sale and the 
Closing, including the appointment of advisors to assist with the sale process. Upon 
request of the Divestiture Trustee, Mars  shall cause the documents required for 
effecting the sale and the Closing to be duly executed.  
34. Mars  shall indemnify the Trustee and its employees and agents (each an  “Indemnified 
Party ”) and hold each Indemnified Party harmless against, and hereby agrees that an 
Indemnified Party  shall have no liability to Mars for, any liabilities arising out of the 
 
15 15 performance of the Trustee ’s duties under the Commitments, except to the extent that 
such liabilities result from the wi lful default, recklessness, gross negligence or bad 
faith of the Trustee , its employees, agents or ad visors.  
35. At the expense of Mars , the Trustee may appoint advisors (in particular for corporate 
finance or legal advice), subject to Mars’ approval (this approval not to be 
unreasonably withheld or delayed) if the Trustee considers the appointment of such 
advisors necessary or appropriate for the performance of its duties and obligations 
under the Mandate, provided that any fees and other expenses incurred by the Trustee 
are reasonable.  Should Mars refuse to approve the advisors proposed by the Trustee 
the Co mmission may approve the appointment of such advisors instead, after having 
heard Mars’ reasons for its refusal. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph 34 of these Commitments shall apply mutatis 
mutandis . 
36. The Parties  agree that the Commission may share Confidential Information proprietary 
to the Parties  with the Monitoring Trustee . The Monitor ing Trustee shall not disclose 
such information and the principles contained in Article 17 (1) and (2) of the Merger 
Regulation apply mutatis mutandis . 
37. Mars  agree s that the contact details of the Monitoring Trustee are published on the 
website of the Commi ssion's Directorate -General for Competition and they shall 
inform interested third parties, in particular any potential purchasers, of the identity 
and the tasks of the Monitoring Trustee.  
38. For a period of ten  years from the Effective Date the Commission ma y request all 
information from Mars  that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
39. If the Trustee ceases  to perform its functions under the Commitments or for any other 
good cause, including  the exposure  of the Trustee to a Conflict of Interest:  
(i) the Commission may, after hearing  the Trustee and Mars, require Mars to 
replace the Trustee; or  
(ii) Mars  may, with the prior approval  of the Commission, replace the T rustee.  
40. If the Trustee is r emoved according to paragraph 39 of these Commitments, the 
Trustee may be required to continue in its function until a new Trustee is in  place to 
whom the Trustee has effected a full hand over of all relevant information. The new 
Trustee shall be appointed in accordance with the procedure referred to in Part I  of this 
Section D of  these Commitments.  
 
16 16 41. Unless removed according to paragraph 39 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its duties 
after all the Commitments with which the Trustee has been entrusted have been 
implemented.  However, the Commission may at any time require the reappointment of 
the Trustee if it subsequently appears that the relevant remedies might not have been 
fully and properly implemented.  
Section G . The review clause  
42. The Commission may extend the time periods foreseen in the Commitments in 
response to a request from Mars or, in appropriate cases, on its own initiative. Where 
Mars requests an extension of a time period, it shall submit a reasoned request t o the 
Commission no later than one month before the expiry of that period ( subject to the 
exception that, in relation to a request by Mars to extend the First Divestiture Period by 
one additional  month, Mars may submit a reasoned request to the Commission no later 
than two weeks before the expiry of the initial three -month period ), showing good cause. 
This request shall be accompanied by a report from the Monitoring Trustee, who shall, 
at the same time send a non -confidential copy of the report to Mars. Onl y in 
exceptional circumstances shall Mars be entitled to request an extension within the last 
month of any period.  
43. The Commission may further, in response to a reasoned request from Mars showing 
good cause waive, modify or substitute, in exceptional circum stances, one or more of 
the undertakings in these Commitments. This request shall be accompanied by a report 
from the Monitoring Trustee, who shall, at the same time send a non -confidential copy 
of the report to Mars. The request shall not have the effect of suspending the 
application of the undertaking and, in particular, of suspending the expiry of any time 
period in which the undertaking has to be complied with.  
Section H . Entry into force  
44. The Commitments shall take effect upon the date of adoption of th e Decision.  
 
………………………………….  
duly authorised for and on behalf of  
Mars, Incorporated  
……………………………………    
duly authorised for and on behalf of    
AniCura TC AB  
  
 
17 17 SCHEDULE  
1. The Divestment Business consists of the entire VetFamily business as at Closing, 
including all legal entities through which VetFamily operates (the VetFamily Legal 
Entities ) and the assets comprised within them. Further details on what is contained 
within the Divestment Business are set out in the remainder of this Schedule.  
2. The Divestment Business includes, but is not limited to, the following:  
(i) Legal entities  
3. The VetFamily Legal Entities are:  
a. VetFamily Holding AB (Sweden);  
b. VetFamily AB (Sweden);  
c. VetFamily AS (Norway);  
d. VetFamily ApS (Denmark);  
e. VetFamily GmbH (Germany);  
f. VetFamily B.V. (Netherlands); and  
g. VetFamily GmbH (Austria).  
4. […] is a newly formed and incorporated holding company, into which the entities 
listed at paragraph 3.b) to 3.g) will be transferred prior to Closing. […] is a dormant 
entity, as VetFamily is not active in […].  
5. VetFamily is in the process of incorporating new VetFamily entities in […]. These 
entities will be part of the Divestment Business to the extent that incorporation is 
complete at Closing, which is expected. All relevant documents, including any pla ns, 
records or other preparatory materials, relating to the incorporation of these entities 
will transfer to the Purchaser on Closing, including in the event that incorporation of 
these entities has not been finalised on Closing.  
6. A structure chart showing the current positions of the VetFamily Legal Entities within 
the wider AniCura group is provided in Annex 1  for reference.  
(ii) Tangible assets  
7. The Divestment Business includes all tangible assets owned by the VetFamily Legal 
Entities, as well as tangible asset  used exclusively by VetFamily, even if not owned by 
the VetFamily Legal Entities, including:  
 
18 18 a. Office equipment used for the VetFamily business, e.g. laptops, mobile 
phones, and limited office furniture.  
b. All business records, books of account, and financial records to the extent 
pertaining to VetFamily, including all data and records held on (i) VetFamily  
Members (previous and current) and VetFamily Membership Contracts; 
(ii) purchases by VetFamily Members  under the F ramework Agreements ; 
(iii) sales and customer data relating to VetPlan; and (iv)  suppliers with 
whom VetFamily has Framework Agreements, including those shared with 
AniCura ( Shared Framework Agreements ), as well as product and pricing 
informati on, account histories and commercial data relating to VetFamily.  
c. Any other tangible assets not reflected in paragraph 7(a) -(b) above.  
(iii) Intangible assets  
8. The Divestment Business includes all the intellectual property rights needed to run the 
VetFamily busine ss (almost all of which are currently registered and owned by […] or 
other AniCura entities), including but not limited to:  
a. all sales and marketing assets, including marketing and distribution plans, 
VetFamily websites and domains, including the ‘VetFamily ’, ‘VetPlan’, and 
‘VetPro’ domain names (listed in Annex 3 ), as well as social media sites and 
the VetFamily webshop in Denmark, www.netdyredoktor.dk  and 
www.netdyredo ktor.com  (which domain names are owned by VetFamily);  
b. all VetFamily trademarks and brand names, including ‘VetFamily’, 
‘VetPlan’, and ‘VetPro’ (see full list in Annex 4 );  
c. all documents relating to plans for future VetFamily Member benefits; and  
d. a licence to use the IT system through which VetPlan is administered (the 
AniPlan IT System ), to be granted on a perpetual, fully paid -up basis; and  
e. ‘[…]’, a CRM system licensed to AniCura from […]. P rior to Closing, 
AniCura will take a copy of any information on th e exi sting ‘[…]’ system 
which is needed for  the ongoing operation of the AniCura Clinics.  
9. The Divestment Business includes any additional assets, contracts, or licences which 
relate to the commercialisation of VetPro products in Denmark by VetFamily, 
inclu ding VetFamily webshop in Denmark (www.netdyredoktor.dk ). Should  AniCura 
Clinics which are also VetFamily Members  in Denmark remain VetFamily Members, 
they may continue  to supply VetPro products  under agreement with VetFamily . 
 
19 19 (iv) Contracts  
10. The Divestment Business comprises all contracts that contribute to the current 
operation or are necessary to ensure the viability and competitiveness of VetFamily, 
including in particular:  
a. all the membership contr acts with VetFamily Members that are in place at 
Closing (the Membership Contracts ). 
b. all framework supply agreements for all products and services which have 
been entered into  for the benefit of VetFamily Members, whether negotiated 
by VetFamily or AniCura , listed in Annex 5 (Framework Agreements ). 
c. all relevant customer contracts for VetPlan sold by VetFamily Members 
(VetPlan Contracts ). 
d. the lease agreement on VetFamily’s office premises in Denmark.  
11. Shared f ramework  agreements , which apply to both VetFamily  Members and AniCura 
Clinics ( Shared Framework Agreements ), will continue to be operated according to 
their existing terms and conditions until the Purchaser takes control of VetFamily. The 
principles governing the handling of the Shared Framework Agreemen ts until the 
Purchaser takes control of VetFamily are as follows:  
a. AniCura will continue pooling its purchase volumes under the relevant 
agreements with VetFamily for […] (or up to […] post -Closing where such 
contracts have no termination date or have an au tomatic renewal provision).  
b. AniCura will assign to VetFamily all benefits accruing under the Shared 
Framework Agreements (i.e. rebates, discounts, and other bonuses), except to 
the extent that such benefits relate to orders or purchases by AniCura Clinics 
under the relevant agreements, in which case these benefits are attributable 
and payable to AniCura as under the current arrangements.  
c. To the extent necessary to avoid the expiry of Shared Framework 
Agreements prior to Closing and to allow the Purchaser a reasonable 
opportunity to negotiate standalone agreements, AniCura will roll -over or 
extend such Shared Framework Agreements for a period of […] post -
Closing. Negotiations with suppliers relating to the roll -over or extension of 
Shared Framework Agreements  will be conducted jointly by AniCura and 
VetFamily/the Hold Separate Manager and subject to the oversight and 
agreement of the Monitoring Trustee.  
d. As regards Shared Framework Agreements that expire or are terminated after 
Closing, AniCura and the Divestment Business will each be responsible for 
negotiating and entering into separate agreements with suppliers without the 
continued pooling of purchase volumes.  


 
22 22 a. System development for the AniPlan IT System, which is used to administer 
VetPlan and AniPlan, and which is owned by […] but managed by 
VetFamily; and  
b. Training and servicing support for AniCura Clinics in relation to the roll -out 
of AniPlan.  
(vii) Other  
17. If there is any asset, personnel or service which is not otherwise covered in this 
Schedule but which is both used (exclusively or no t) in the Divestment Business and 
necessary for the continued viability and competitiveness of the Divestment Business, 
that asset, personnel or service, or an adequate substitute, will be offered to potential 
purchasers.  
18. For the avoidance of doubt, the Di vestment Business includes the capability to provide 
all training and other on -boarding support services that are currently offered to 
VetFamily Members in connection with their membership of the VetFamily network, 
to the extent not otherwise covered in th is Schedule.  
19. For the avoidance of doubt, the Divestment Business  does not include:  
a. […];  
b. accounting and payroll support services provided by AniCura to VetFamily 
in Sweden and Germany, which will be terminated after Closing, subject to 
the transitional arra ngements set out in paragraph 16.b) above; and  
c. Personnel employed by AniCura who perform shared group functions but are 
not included in the Personnel listed in para graph 12.a) above. The following 
AniCura employees, which provide a very limited amount of support to the 
VetFamily business amounting to less than 1% of their time , will not transfer 
with the Divestment Business:  
i. […] 
ii. […] 
iii. […] 
iv. […] 
v. […] 
20. If required by the Commission, AniCura will terminate the VetFamily Membership 
Contracts of the […] AniCura Clinics which are part of VetFamily in Denmark on 
Closing.  
*** 
 
 23 ANNEX 1: PRE-ACQUISITION VETFAMILY CORPORATE STRUCTURE (SIMPLIFIED ) 
[…] 
 
 
 
 
 
 24 ANNEX 2: VETFAMILY ORGANIGRAM  
[…] 
 
 
 
 
 25 ANNEX 3: VETFAMILY DOMAIN NAMES  
 
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 26 ANNEX 4: TRADEMARKS  
[…]
 
 
 26 ANNEX 5: FRAMEWORK AGREEMENTS  
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