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, 30.7.2018  
C(2018 ) 5178 final  
In the published version of this decision, some 
information has been omitted pursuant to 
Article 17(2 ) of Council Regulation (EC) 
No 139/2004 concerning non -disclosure of 
business secrets and other confidential 
information. The omissions are shown thus 
[…]. Where possible the information omitted 
has been replaced by ranges of figures or a 
general description.   
PUBLIC VERSION  
To the notifying party  
 
Subject : Case M. 8829 – Total Produce/Dole Food Company  
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 11 June 2018 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation , by which  Total 
Produce PLC ("Total Produce") will acquire , within the meaning of 
Article  3(1)(b) and 3(4)  of the Merger Regulation, joint control over DFC 
Hold ings LLC, and thus indirectly over  its wholly -owned subsidiary, Dole Food 
Company , Inc. (together referred to as "Dole")  together with its current sole 
owner, Mr. David H.  Murdock  by way of purchase of shares  (the "Transaction")2. 
Total Produce  and Dole  are referred to as the "Parties ". 
1. THE PARTIES  
(2) Total Produce is a leading fresh produce distributor, with approximately 70% of 
its annual turnover being generated in Europe. Total Produce also operates banana 
ripening centres which are mainly used for its own ripening needs but 
occasionally for banana ripening services to third parties. Total Produce was 
                                                 
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 214, 19.06.2018 , p. 7. 
 
2 formed in 2006 following a separation of the general produce and distribution arm 
of Fyffes Plc  ("Fyffes") . It is now an independent and separately quoted company 
with no residual shareholding relationship with Fyffes . 
(3) Mr. David H. Murdock is  currently the ultimate sole owner of Dole  through The 
David H. Murdock Living Trust . DFC Holdings LLC  (and therefore ultimately 
Dole F ood Company,  Inc.) is held by The David H. Murdock Living Trust, of 
which Mr. David H. Murdock is the trustee and the ultimate beneficiary.  In 
addition to Dole, Mr. David H. Murdock also holds controlling interests in 
businesses primarily involved in real estate development and ownership, transport 
equipment leasing, building materials manufacturing, aviation services , as well as 
mortgage, hotel , and oil and gas operations.  
(4) Dole is a producer, marketer and distributor of fresh fruit and vegetables, 
operatin g in many locations worldwide but with a principal geographic focus on 
North America. In 2016, Europe represented only 24% of Dole's worldwide 
turnover.  
2. THE OPERAT ION AND CONCENTRATION  
(5) Pursuant to a binding Securities Purchase Agreement ("SPA" ) signed on 
1 February 2018, Total Produce intends to acquire a 45% shareholding in DFC 
Holdings LLC, and thus indirectly in its wholly -owned subsidiary, Dole Food 
Company, Inc. from the current sole owner, Mr. David H. Murdock  via The 
David H.  Murdock Living Trust . Total Produce will also obtain the right to 
nominate half of the members of the board and acquire veto rights over the key 
strategic and commercial decisions of Dole.  This transaction is valued at  
USD  300 million in cash . 
(6) As a result of  the Transaction, To tal Produce will obtain joint control over Dole 
together with Mr . Murdock.  
(7) Dole will be a joint venture  performing on a lasting basis all the functions of an 
autonomous economic entity.  First, Dole already has and will continue to have 
significant capital  to fund its operations as well as the staff and a dedicated 
management team necessary to operate independently of its shareholders. Second, 
Dole will continue to have access to and presence on the market , where it will 
continue to service its customers. T hird, Dole is intended to operate on a lasting 
basis, with plans to expand its business in the years ahead.  
(8) The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) 
and Article 3(4) of the Merger Regulation.  
3. EU DIMENSION  
(9) The unde rtakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 m illion3. Each Total Produce and Dole have an EU-wide 
turnover in excess of EUR 250 million  (Total Produce EUR […] million in  2017, 
                                                 
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 Dole EUR […] million in 2017) , but e ach does not achieve more than two -thirds 
of its aggregate EU-wide turnover within one and the same Member State. The 
notified operation therefore has a n EU dimension  pursuant to Article  1(2) of the 
Merger Regulation . 
4. APPLICABILITY OF THE EEA AGREEMENT  
(10) Fresh produce falls outside the scope of the Agreement on the European 
Economic Area ("EEA Agreement") pursuant to Article 8(3)(a) of the EEA 
Agreement. The assessment of the impact of the Transaction in the EFTA States 
hence falls outside the jurisdiction  of the Commission .4 
5. BANANAS  
(11) The Parties' activitie s in the EU overlap in bananas  (assessed in Section 5), 
bagged salad  (assessed in Section 6), pineapples  (assessed in Section 7) and other 
fruit and vegetables  (assessed in Section 8). 
(12) Dole is a vertically integrated business  for bananas;  it owns  farmland in Central  
and South America  and South Africa, man ufacturing plants, pack houses and 
grows its own bananas, and also  purchases them  from third parties. It also has its 
own refrigerated ships,  containers and port facilities , and operates a  limited 
number of banana ripening centres.  
(13) Total  Produce is a wholesale distribution business with  only limited assets at 
other levels of the supply chain. In contrast  to Dole, which is focused on a more 
limited range of products (with bananas and  pineapples accounting for 43% 
and 8% of Dole’s worldwide  sales ), Total  Produce deals in a broad  portfolio of 
products across both vegetables  and fruits, with bananas accounting for just 10% 
of its worldwide sales .  
5.1. The import and supply of b ananas  
(14) The majority of bananas marketed in the EU are imported, with approximately  
70% coming from Central and South America (so -called 'dollar' bananas)  and 
approximately  20% coming from a variety of African, Caribbean and Pacific 
countries (so -called 'ACP bananas'), although there is some production within the 
EU (the remainder).5 
(15) Bananas grown on farms are harvested green at the appropriate maturity, and 
packaged on or near the farm where it is grown.  Once quality inspections have 
been passed, these bananas are prepared for transportation to the EU. Bananas 
must be stored at low tempe ratures of around 14°C, and for this reason, 
                                                 
4  Articl e 8(3)(a) of the EEA Agreement states that products falling within Chapters 1 to 24 of the 
Harmonised Commodity Description and Coding System are not covered by the EEA Agreement, 
unless such products are listed in Protocol 3 of said Agreement. Therefore edible fruits  and 
vegetables (fresh or chilled) , which are listed in Chapter 8 of the Harmonised Commodity 
Description and Coding System and are not listed in Protocol 3 of the EEA Agreement, are not 
covered by the EEA Agreement.  
5  https://ec.europa.eu/ag riculture/fruit -and-vegetables/product -reports/bananas_en . 
 
4 specialised refrigerated cargo ships (or 'conventional reefers') or refrigerated 
containers on general container shipping lines, may be used.6  
(16) Once in the EU, green bananas must be ripened in temperature -contro lled 
ripening chambers for 4 – 6 days, which may be owned by either the importer, the 
retailer, or a third party provider. Finally, these bananas, now yellow, may travel 
much shorter distances and must arrive at customer distribution centres for sale to 
retailers, wholesalers or the food service sector.7  
5.1.1.  Relevant product m arket   
5.1.1.1.  Distinction between bananas and other fresh produce  
Parties' arguments  
(17) The Part ies submit that bananas form part of the whole market for fresh fruit and 
produce, on the basis that (i) there are considerable similarities between the 
supply chains for bananas and other fresh fruit, especially given that bananas no 
longer need to be shippe d on dedicated refrigerator ships, and (ii) banana 
suppliers also supply other fruit.  Nevertheless, the Parties also acknowledge that 
the import and supply of bananas has consistently been analysed separately by the 
Commission in the past.  
Previous decisio nal practice  
(18) In the Commission's most recent precedent, in  merger case M.7220 Chiquita 
Brands International/Fyffes , the Commission chose to define the market for 
bananas as distinct  from the market for fresh fruit, from the perspective of both 
competitors and customers.8 
(19) The Commission's market investigation in case M.7220 Chiquita Brands 
International/Fyffes  found  a number of specificities associated with bananas  on 
the supply -side. In particular, the competitors noted the following specificities  
that distinguish the supply of bananas from the supply of other fruit : (i) a low er 
degree of price variability, (ii) the distance travelled from origin to destination, 
(iii) the use of plastic packaging, (iv) the presence of import duties, (v) the 
perisha bility and need for regular supply of bananas, (vi) the need  for ripening 
services, (vii) the existence of yearly contracts with growers and (viii) the 
transport and storing in chilled conditions.9 
(20) On the demand -side, the investigation found that customer demand for bananas 
was inelastic, with very limited substitutability with  other fruits, and relatively 
constant throughout the year (whilst other fresh produce is typically seasonal).  
Furthermore, it was found that retailers tend to organise separate tende rs for 
bananas and that bananas are the lowest cost fruit.10 
                                                 
6  Form CO, paragraph 43.1 . 
7  Form CO, paragraph 115 . 
8  Case M.7220 – Chiquita Brands International/Fyffes , recital 34.  
9  Case M.7220 – Chiquita Brands International/Fyffes , recital 33.  
10  Case M.7220 – Chiquita Brands International/Fyffes , recital 29 -32. 
 
5 Commission assessment  
(21) The Commission's market investigation in the present  case confirmed that the 
arguments outlined above are all broadly still relevant . In particular, the majority 
of competito rs stated that there were specificities in supplying bananas as 
opposed to supplying other fresh fruit.11 The specificities most often cited  
include: (i) year -round sourcing of bananas, (ii) the need to ripen bananas prior to 
sale; (iii) year ly price negoti ations, and (iv) special conditions for transportation.12 
Responses by customers also show that ripening is more important for bananas 
than for other fruit and that yearly contracts  and pricing set bananas apart from 
other fruit.13  
(22) On the basis of the replies received during the Commission's market investigation, 
the Commission considers that the definition  of the bananas market as a distinct 
product market from other fresh fruit should be maintained.  
5.1.1.2.  Distinction  based on stage of ri pening process: green vs. yellow  bananas  
(23) Bananas are generally imported g reen from overseas and ripened into yellow 
bananas by undergoing a ripening process , usually in geographic proximity of the 
customer . Bananas can be imported green and sold green to r ipening service 
providers or customers with ripening facilities, or ripened by the importers 
themselves and sol d yellow.  
Parties' arguments  
(24) The Parties argue that  it is not necessary to define separate markets for green and 
yellow bananas as both supplier s and customers can readily switch between 
supplying and purchasing green and yellow bananas .  
(25) According to the  Parties, there is plenty of ripening capacity across the EU, 
should suppliers or customers wish to switch between green and yellow bananas. 
Furthermore,  if required, new ripening capacity may be easily and promptly 
created by suppliers . The Parties refer to Total Produce budgeting a cost of 
around EUR […] for the construction of […] ripening rooms in a new facility in 
Denmark and a cost of around EUR […] for […] new rooms in Sweden. 
According to the Parties , retailers can also easily and promptly vertically integrate 
into ripening  or procure ripening services from independent third p arties. Finally, 
the Parties argue that with the increasing flexibility of ripening and trucking 
arrangements, bananas can be ripened in one EEA country and quickly, easily and 
cheaply transported across the border to other countries.14  
Previous decisional  practice  
(26) In case M.7220 Chiquita Brands International/Fyffes , the Commission did not 
consider  it necessary to distinguish separate  market s for green and yellow 
                                                 
11  Replies to q uestion 8 of Questionnaire 3 to C ompetitors – Bananas/Other Fresh Fruit.  
12  Replies to q uestion 8.1 of Questionnaire 3 to C ompetitors – Bananas/Other Fresh Fruit.  
13  Replies to question A.C.A.1 and q uestion A .C.A.1.1 of Questionnaire 1 to C ustomers  – Fresh 
Fruit/Bagged Salad;  
Replies to question 12 and question 12.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
14  Form CO, paragraph  134.13.  
 
6 bananas, deeming it sufficient to look  at the overall volumes of bananas sold to 
customers inde pendently of their ripening stage . 
Commission  assessment  
(27) The Commission's market investigation revealed that suppliers, wholesalers and 
retailers can and do purchase both green and yellow bananas . For green bananas, 
a variety of ripening options are available: (i) suppliers of green bananas with 
ripening facilities can provide ripening services fo r the bananas they supply; 
(ii) suppliers of green bananas with ripening facilities can provide ripening 
services for their customers' bananas (supplied by o ther suppliers); (iii) ripening 
services are provided by independent third party ripeners; and (iv) wholesalers 
and, to a lesser extent, retailers can operate own ripening facilities .15 
(28) The majority of competitors who responded  indicated that they own ripen ing 
facilities16 and a number of them have indicated that they have opened new 
ripening facilities in the last 5 years.17 The majority of wholesalers and retail ers 
who responded consider that there is currently sufficient ripening capacity to meet 
their need s.18 Some retailers have also indicated that ripening facility providers 
can and would , on request, expand their ripening capacity.19 
(29) On the basis of the results of the market investigation, the Commission consider s, 
for the purposes of the present Transaction, that the relevant product market for 
the import and supply of bananas comprises of both green and yellow bananas . 
5.1.1.3.  Distinction  based  on certification: Fairtrade, organic and conventional  
(30) Bananas certified as ' Fairtrade ' are those which meet certain ethical, social and 
environmental standards upheld by the Fairtrade Foundation. Bananas certified as 
'organic ' are those that  meet the criteria specified  in the Council 
Regulation  (EC)  No. 834/2007 on the organic production and labelling of organic 
products. Some bananas may bear the double label 'Fairtrade ' and ' organic '. 
Conventional bananas are those which meet neither Fairtrade nor organic 
requirements.  
Parties' arguments  
(31) The Parties  submit  that a distinction should not be made between Fairtrade and 
organic bananas, due to the wide  prevalence of double -label bananas. The  Parties 
further contend that conventional bananas should also be treated within the same 
frame of reference, arguin g that there is a high degree of supply -side 
                                                 
15  Replies to question 4 0 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit; Replies to 
question 42 and question 42.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables; Replies to 
question A.E.B.B.1 and question A.E.B.B.2 of Questionnaire 1 to Customers – Fresh  Fruit/Bagged 
Salad; Minutes of a conference call with a customer, 8 May 2018, 14.00; Minutes of a conference 
call with a customer, 16 May 2018, 11.15; Minutes of a conference call with a customer, 
30 May 2018, 11.00.  
16  Replies to question 40 of Q uestionn aire 3 to Competitors – Bananas/Other Fresh Fruit.  
17  Replies to question 42 of Questionnaire 3 to Competitor s – Bananas/Other Fresh Fruit.  
18  Replies to question A.E.B.B.1.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad;  
Replies to question 42.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
19  Minutes of a conference call with a customer, 16 May 2018, 11.15; Minutes of a conference call 
with a customer, 5 July 2018, 10.30.  
 
7 substitutability between the categories. The  Parties suggest that importers, 
wholesalers and retailers purchase a broad mix of all such bananas, depending on 
the prevailing tastes in the destination territory.20  
(32) Furthermore, although there are certain differences in the way bananas are 
produced, once bananas enter the supply chain, there is no material difference in 
terms of packing, shipping, ripening, distributing and retailing the products. Both 
products are u ltimately sold on the same supermarket shelves at similar price 
points.21 
Previous decisional practice  
(33) In case M.7220 Chiquita Brands International/Fyffes , the Commission considered 
that it would be justified to define separate  markets for (i) conventional bananas 
and ( ii) organic and Fairtrade bananas. Any further distinction between organic 
and Fairtrade bananas was considered unnecessary as the presence of double -label 
bananas (both organic and Fairtrade) blurred the difference between the two.22 
Commissio n assessment  
(34) The large majority of competitors,  retailers and wholesalers that responded to the 
Commission's questionnaire do not consider non-conventional (i.e. Fairtrade and 
organic ) bananas to be substitutable with conventional bananas.23 The market 
investigation indicates that customers that specify their need for Fairtrade or 
organic bananas would not consider substituting these for conventional bananas. 
Moreover, Fairtrade and organic bananas command a premium price, which on 
average was quo ted as being around 30 -40% higher than conventional bananas 
(and up to 100% in certain markets).24  
(35) Overall, the market for Fairtrade and organic bananas appears to be growing, with 
sales of these non -conventional bananas steadily growing over the last few 
years.25 
(36) As regards the substitutability of Fairtrade and organic bananas, the  replies to the 
market investigation are less conclusive than for the substitutability of 
conventional and non -conventional bananas. Whilst a large number of  
competitors , retailer s and wholesalers that responded to the Commission's 
questionnaire regard Fairtrade and organic bananas as not substitutable, a number 
of them pointed out that the majority of organic bananas are already Fairtrade 
certified and that as long as Fairtrade an d organic bananas are priced similarly, 
                                                 
20  Form CO, paragraph 172. 
21  Form CO, paragraph 43.20.  
22  Case M.7220 – Chiquita Brands International/Fyffes , recital 73.  
23  Replies to question A.C.A.2.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad; Replies 
to question 13.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables; Replies to ques tion 9.2 
of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
24  Replies to question A.C.A.2.1.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad; 
Replies to question 13.1.2 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables; Repl ies to 
question 9.1.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
25  Replies to question 13.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables; Minutes of a 
conference call with a customer, 8 May 2017, 14.00.  
 
8 they could be seen as substitutable.26 Moreover, whilst some of the respondents to 
the Commission's questionnaire noted a price difference between Fairtrade and 
organic bananas, this price difference appears to be a l ot more modest than the 
price difference between conventional and non -conventional bananas.27 
(37) On the basis of the results of the market investigation and having regard to its 
previous decisional practice, the Commission considers that it is justified to 
define separate  market s for (i) conventional bananas and (ii) Fairtrade and/or 
organic bananas . The Commission does not find that there are separate markets 
for Fairtrade and organic bananas.  
5.1.1.4.  Distinction  based on branding  
(38) Bananas may be sold unbranded or unde r a range of brands, including from the 
producer, importer or wholesaler. Private label bananas are characterised as being 
branded with a retailer's label rather than a supplier's label.  
Parties' arguments  
(39) The Parties consider that distinguishing separate markets on the  basis of brand is 
not justified , and argue that consumer choice is driven by price and perceived 
quality rather than the brand. They add that retailers increasingly carry  both 
branded and private label bananas , which is to a large extent  due to the 
competitive pressure from discount retailers, such as Aldi and Lidl , fuelling the  
growth of private label bananas and therefore also constraining prices  for branded 
bananas . The Parties consider that the price premium for br anded bananas has 
been  decreasing, currently estimated at 15%.28  
Previous decisional practice  
(40) In case M.7220 Chiquita Brands International/Fyffes , the Commission did not 
consider it necessary to distinguish  the market between branded and non -branded 
bananas.  
Commission assessment  
(41) The vast majority of competitors, wholesalers and retailers that responded to the 
Commission's questionnaires regard branded and non -branded bananas as 
substitutable.29 Whilst some respondents indicated that brands are importa nt to 
some customers, that some customers may be brand loyal and that certain branded 
                                                 
26  Replies to question 9.2 and question 9.2.1 of Questionnaire 3 to Co mpetitors – Bananas/Other Fresh 
Fruit; Replies to question A.C.A.2.2 and question A.C.A.2.2.1 of Questionnaire 1 to Cus tomers – 
Fresh Fruit/Bagged Salad; Replies to question 13.2 and questi on 13.2.1 of Questionnaire 2 to 
Customers – Fresh Fruit/Vegetables.  
27  Replies to question 9.2.2 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit; Replies to 
question A.C.A.2.2.2 of Questionnaire 1 to Cus tomers – Fresh Fruit/Bagged Salad; Repl ies to 
question 13.2.2 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
28  Form CO, para graph  43.25.3 . 
29  Replies to question A.C.A.2.3 and question A.C.A.2.3.1 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad; Replies to question 13.3 a nd question 13.3.1 of Questionnaire 2 to Customers – 
Fresh Fruit/Vegetables; Replies to question 9.3 and question 9.3.1 of Questionnaire 3 to 
Competitors – Bananas/Other Fresh Fruit.  
 
9 bananas (e.g. Chiquita) can command a premium price,30 others have noted that 
customers mostly do not distinguish between branded and non -branded bananas, 
that price, qual ity and presentation at point of sale are more important for 
consumers and that the price premium for branded bananas is relatively modest.31 
(42) On the basis of the results of the investigation, and with regard to its previous 
decisional practice, the Commission consider s that, for the purposes of the present 
Transaction, t he relevant product market for the import and supply of bananas 
comprises of both branded and non -branded bananas . 
5.1.1.5.  Import and supply of bananas to retailers and wholesalers  
(43) Importers can sell bananas either directly to retailers in the EU, mainly to the 
modern re tail channel (supermarkets), or  to wholesalers who further distribute  the 
bananas to retailers and other customers, including to channels other than the 
modern retail channel ( i.e. cash & carry shops, open markets, food services, 
institutional catering etc .). 
Parties' arguments  
(44) The Parties submit that the relevant product market for the import and supply of 
bananas should not be distinguished between supplies to retailers and 
wholesalers. The Parties argue that there is no material overlap between them in 
relation to the non -modern retail channel and suggest therefore that there is no 
need to decide in the present case on whether and to what extent it should form a 
distinct produ ct market.32   
Previous decisional practice  
(45) In case M.7220 Chiquita Brands International/Fyffes , the Commission defined 
the relevant market as the import and supply of bananas to retailers and 
wholesalers , having found that  major wholesalers not only sell d irectly to the 
large retailers (in addition to smaller retailers an d food service channel 
customers), but that they also directly source d bananas and trade d them with other 
wholesalers  at European ports .33  
Commission assessment  
(46) According to the respon ses to the market investigation , competitors do not appear 
to distinguish between supplying customers along the retail or the wholesale 
channels .34  
                                                 
30  Replies to question A.C.A.2.3.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad;  
Minutes of a conference call with a customer, 8 May 2017, 14.00.  
31  Replies to question A.C.A.2.3.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad; 
Replies to question 13.3.2 of Questionnaire 2 to Customers – Fresh Fruit/V egetables; Replies to 
question 9.3.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit; Minutes of a 
conference call with a customer, 30 May 2018, 11.00 . 
32  Form CO, para graph  45.14 . 
33   Case M.7220 – Chiquita Brands International/Fyffes , recitals 95 and 98 .  
34  Replies to question 20.1 and 20.2 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit; 
Replies to question A.C.A.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Replies 
to question 14 and 14.1 of Questionna ire 2 to Customers – Fresh Fruit/Vegetables  
 
10 (47) Competitors  do point to some specificities, as one respondent puts it: "retailers 
tend to prefer a vertically in tegrated supplier that can consistently deliver quality 
products throughout the year "35 and some explain that contracts with the retail 
sales channel tend to be renewed on a yearly basis while wholesalers buy more on 
the spot market . Further , they add that small customers , such as food service s, 
require in general more individual attention36, whereas cash and carry outlets are  
less sophisticated clients with simpler portfolio s. Notwithstanding these 
differences, respondents  noted that in general there were no  specific barriers  to 
the supply bananas to the respective  sales channels .37 
(48) On the basis of the responses to the market investigation, and with regard to its 
decisional practice, the Commission considers that for the purposes of the 
assessment of the prese nt Transaction, the relevant market for the import and 
supply of bananas comprises  the supply to both retailers in the modern retail 
channel (i.e. supermarkets) and wholesalers who may sell the bananas to  channels 
other than the modern retail  channel (i.e. cash & carry shops, open markets, food 
services, institutional catering etc .). 
5.1.1.6.  Distinction  based on  banana origin  and class of banana  
(49) The Parties submit that it is not appropriate to distinguish  the relevant market by 
origin of bananas or by  class of banana.38  
(50) In case M.7220 Chiquita Brands International/Fyffes , distinguishing separate 
markets  based on origin was not considered relevant39 and in the same case, the 
Commission concluded that it was not appropriate to define separate  relevant 
markets according to the  class of banana.40 
(51) In the present case, on the basis of the Commission's previous precedent, t he 
Commission co nsiders  that the relevant product market for the import and supply 
of bananas should not be further distinguished according t o the different classes 
of banana  or for the different origin  of the banana . 
5.1.2.  Relevant geographic market  
5.1.2.1.  Parties' arguments  
(52) The Parties submit that the appropriate geographic frame of reference for the 
import and supply of bananas is at least regional if not EEA -wide for the reasons 
outlined below. In the alternative, and for the same reasons, the Parties submit 
that at the very least, it is important to take into account the evidence for assessing 
the Proposed Transaction on the bas is of regional clusters41.  
                                                 
35  Replies to question 20.1 o f Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit.  
36   Replies to question 10 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit . 
37  Replies to question 20.1 and  20.2 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit.  
38  Form CO, para graphs  45.7 – 45.9, 45.12 . 
39  Case M.7220 – Chiquita Brands International/Fyffes , recital s 49-52. 
40  Case M.7220 – Chiquita Brands International/Fyffes , recital s 57-60. 
41 Form CO, paragraph 45.35.  
 
11 (53) The Parties put forward that the market is wider than national for the following 
reasons: (1) bananas are sold very widely across the entire EEA, arriving at 
various European ports for onward supply to all parts of the EEA; (2) there is an 
increasing f lexibility of shipping arrangements and trucking operators willing to 
make frequent intra -EEA deliveries of fresh pro duce are readily available; 
(3) customers active in multiple Member States coordinate their banana 
procurement across different territories , sometimes sourcing the entirety of their 
European banana requirements under single multi -territory contracts; (4) many 
retailers procure bananas and other fresh produce across several EEA Member 
States; (5) wholesalers of any reasonable size procure frui t across borders, in 
order to obtain supplies on the most cost -effective basis and to ensure the 
procurement of the full range of produce, which is unlikely to be available 
domestically; (6) wholesale prices move in a similar way in EEA regions as a 
result  of strong common cost and demand factors; (7) banana ripening centres 
with spare capacity are widely available across all of the EEA, meaning that green 
bananas can be transported across borders before being ripened in the destination 
country.42 
5.1.2.2.  Previous d ecisional practice  
(54) In case M.7220 Chiquita Brands International/Fyffes , the Commission found that 
the market for the supply of bananas is national in scope.43 The market 
investigation in that case revealed that there were a number of differences in the 
preferences of banana consumers among the different Member States, including 
as to quality, size, origin, brands, certification and packaging of bananas.44 
Moreover, it was found that: (i) the nature of customers (retailer or wholesaler) 
varied significantly ac ross countries, (ii) there were considerable differences in 
prices among countries, despite the fact that bananas were often imported through 
the same ports, (iii) retailers tended to negotiate p rices at a national level, 
(iv) competitors tended to have di fferent pricing strategies p er country, and 
(v) expansion or entry would not be a timely reaction to a 5 -10% permanent 
increase in price of bananas in a given country.45 
5.1.2.3.  Commission assessment  
(55) The results of the market investigation do not support the view t hat customers 
purchase bananas on a regional basis, with a vast majority of competitors, 
wholesalers and retailers stating that this is not the case.46  
(56) The vast majority of competitors, wholesalers and retailers that have responded to 
the Commission's ques tionnaire observe differences in prices for bananas between 
various EU countries.47 A difference in prices of bananas between various EU 
                                                 
42  Form CO, paragraphs 45.28 – 45.34.  
43  Case M.7220 – Chiquita Brands International/Fyffes , recital 131.  
44  Case M.7220 – Chiquita Brands International/Fyffes , recitals 119 -124. 
45  Case M.7220 – Chiquita Brands International/Fyffes , recitals 125 -130. 
46  Replies to question 21  and question 21.1 of Questionnaire 3 to Competitors  – Bananas/Other Fresh 
Fruit; Replies to question 21 and question 21.1 of Questionnaire 2 to Customers – Fresh 
Fruit/Vegetables; Replies to  question A.D.3 and question A.D.3.1 of Questionnaire 1 to Customers 
– Fresh Fruit/Bagged Salad.  
47  Replies to question 22 and question 23 of Questionnaire 3 to Compet itors – Bananas/Other Fresh 
Fruit; Replies to question 23and 24 of Questionnaire 2 to Cus tomers – Fresh Fruit/Vegetables; 
 
 
12 countries was found to exist irrespective of whether the sales in question were 
through the modern retail channel (super markets, retailers) or not (cash & carry, 
wholesalers, food service channel etc .).48 
(57) Whilst many competitors and the majority of wholesalers and retailers that 
responded to the Commission's questionnaires  stated that there were no barriers to 
trade flows be tween different EU countries for banana sales to the modern retail 
and wholesale channels,49 some respondents  noted that there were different 
requirements depending on each country or even retailer. For example, one 
competitor stated that Spain prefers bana nas of EU origin (Canaries), Denmark 
prefers " small fingers per box " and Eastern Europe does not require certified 
bananas.50 Another respondent said that " the retail markets in europe are not the 
same ", noting " different retailers, different concepts, diff erent price strategy " 
between different EU countries.51 Some retailers have also noted that they cannot 
purchase yellow bananas from other countries due to limited shelf life and that 
longer deliveries are more complicated as ripening needs to be controlled, but that 
it is possible to buy green bananas and ripen them closer to their warehousing 
facilities.52 Indeed, the results of the market investigation reveal that where the 
retailers are purchasing yellow bananas from other countries, they tend t o do so 
from the immediately bordering countries, whereas green bananas are sometimes 
purchased from further afield, including from growers directly.53 
(58) Whilst some of the competitors that responded to the Commission's questionnaire 
stated that they have fac ed difficulties entering a particular country in the EU, 
owing to existing competition, presence of multinationals with cheaper logistics 
costs and local differences, some others stated that they have not faced such 
difficulties.54   
(59) On the basis of the evi dence before it, and having regard to its decisional practice, 
the Commission considers that the relevant geograp hic market for the import and 
supply of bananas is at least national, although the exact geographic market 
definition can be left open  as no se rious doubts arise under any plausible market 
definition.  
                                                                                                                                                 
Replies to question A.D.5 and question A.D.6 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad.  
48  Replies to question 2 3.2, question 24 and question 24.2 of Questionnaire 3 to Compet itors – 
Bananas/Other Fresh Fru it. 
49  Replies to question 20, question 20.1  and question 20.2 of Questionnaire 3 to Compet itors – 
Bananas/Other Fresh Fruit; Replies to question 20, question 20.1  and question 20.2 of 
Questionnaire  2 to Customers – Fresh Fruit/Vegetables; Replies to quest ion A.D.2, 
question  A.D.2.1 and question A.D.2.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged 
Salad.  
50  Replies to question 20.1 of Questionnaire 3 to Competitor s – Bananas/Other Fresh Fruit.  
51  Replies to question A.D.6.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
52  Replies to question A.D.2.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
53  Replies to question A.D.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
54  Replies to question 27 and 27.1  of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit . 
 
13 5.1.3.  Conclusion  on the market definition  for the import and supply of bananas  
(60) For the purposes of its assessment of the present Transaction, the Commission 
analyses the markets for the import and supply  of bananas , which includes 
(i) both green and yellow bananas ; (ii) supplies both  to retailers in the modern 
retail channel (i.e. supermarkets) and to wholesalers . The Commission also 
analyses a separate product market for the import and supply of Fairtrad e and 
organic  bananas  (as opposed to conventional bananas) . The geographic market is 
at least national, although the geographic market definition can be left open as no 
serious doubts arise under any plausible market definition.  
5.2. Banana ripening services  
(61) Green bananas need to be ripened prior to their sale to customers and end -
consumers.  The process consist s in placing the boxes of green bananas into a 
sealed ripening chamber where ethylene gas is circulated  for 4 to 6 days 
depending on the degree of ripen ess required , in order to gradually ripen the 
bananas . Once the bananas are ripened, they become more fragile. Therefore, 
transporting yellow bananas  faces more  limit ations . 
(62) Ripening services can be carried out by the importer itself, in its  own ripening 
facility , or by third party  independent ripeners. Alternatively, some retailers also 
operate their own ripening facilities.  
5.2.1.  Relevant product market  
(63) The Parties note that in M.7220 Chiquita Brands International/Fyffes , the 
Commission concluded that the sup ply of banana ripening services consti tuted a 
separate product market . However, the Parties  submit that the ir activities do not 
overlap in the provision of ripening services as Dole has not been providing any 
third party ripening in the  EEA.  
(64) In case M.722 0 Chiquita Brands International/Fyffes , the Commission  considered 
a relevant market for banana ripening services, based on the fact that many 
independent providers of ripening services exist next to the vertically integrated 
suppliers and many importers owning ripening facilities sell banana ripening 
services  to third parties.55  
(65) The results of the market investigation in the present case confirmed the presence 
of a distinct market  for the provision of banana ripening services with 
independent supplier and third party ripening by importers56.  
(66) On the basis of th e evidence before it, and having regard to its decisional practice, 
the Commission considers that there is a distinct market for the provision of 
banana ripening services.  
                                                 
55   Case M.7220 – Chiquita Brands International/Fyffes , recitals 102 -105.  
56  Replies to question 49 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit; Replies to 
question 42 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables ; Replies to question A.D.2 of 
Questionnaire 1 to Customers  - Fresh Fruit/Bagged Salad .  
 
14 5.2.2.  Relevant geographic m arket   
(67) In case M.7220 Chiquita Brands International/Fyffes , the Commission considered 
that the geographic market for  ripening services  was at least national, based on 
the limited geographic range where ripened bananas can be transported.57  
(68) The majority of the competitors that responded to the Commission's questionnair e 
in the present case  stated t hat the location of their banana ripening facilities limit 
the geographic scope of the ir banana sales in the EU, with 200 -300 km being on 
average the radius of deliveries from a ripening facility.58 
(69) This is consistent with the view expressed by a large number of retailers and 
wholesalers, who prefer to have ripening facilities as near as possible and to 
deliver yellow bananas from ripening facilities located in the same country or, 
depending on distance, some neighbouring countr ies. Respondents  in this case  
indicated an even larger, up to 500 km radius where ripened bananas could be 
transported without deterioration of quality and in sufficient quantities.59   
(70) On the basis of the evidence before it, and having regard to its decisi onal practice, 
the Commission considers that the relevant geographic market for the provision 
of banana ripening services is at least national, although the exact geographic 
market definition can be left o pen as no serious doubts arise under any plausible 
market definition.  
5.2.3.  Conclusion  on the market definition for banana ripening services  
(71) For the purposes of its assessment of the present Transaction, the Commission 
analyses the markets for the provision of banana ripening services , for which the 
geographic market is at least national, although the market definition can be left 
open as no serious doubts arise under any plausible market definition.  
5.3. Assessment of potential horizontal non-coordinated effects  for the import 
and supply of bananas and horizontal n on-coordinated and vertical effects 
for banana ripening  
5.3.1.  Import and supply of bananas   
(72) The main areas of horizontal overlap between the Parties' import and supply of 
bananas in the EU are in Denmark and Sweden. Furthermore,  affected markets 
arise  in the Czech Republic , Spain, the Netherlands , Portugal and Romania.   
(73) Since the arguments with respect to the import and supply of Fairtrade/organic 
bananas are essentially the same as with respect to the import and supply of 
conventional bananas, for the purposes of this decision, these are dealt with 
together, highlighting  the evidence specific to Fairtrade/organic bananas where 
relevant.  
                                                 
57  Case M.7220 – Chiquita Brands International/Fyffes , recital s 132-135. 
58  Replies to question 25 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit . 
59  Replies to question A.D.8, question A.D.8.1 and question A.D.8.2 of Questionnaire 1 to Custome rs 
– Fresh Fruit/Bagged Salad; R eplies to question 26, ques tion 26.1 and question 26.2 of 
Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
 
15 5.3.1.1.  Parties' arguments  
(74) The Parties argue that they are not close competitors. While Dole is a traditional 
banana importer who ships green bananas into Europe and has an established 
banana bra nd, Total Produce is a fresh produce distributor and procures bananas 
from a variety of importers and supplies bananas to its customers together with 
many other different fruits and vegetables.60  
(75) The Parties  argue that  there are numerous other competitors who are able to 
supply customers in Denmark and Sweden with green bananas, which are easily 
transportable. With regard to  Sweden and Denmark , the Parties identify large 
competitors, such as Fyffes, Del Monte , Chiquita and Greenyard (Ewerman in 
Sweden) that  are able to supply any national market, in addition to local 
competitors , such as Poulsen & Finsen  with H&P Frugtimport61 and Eurofrugt in 
Denmark , and Lundbladh and Biodynamiska in Sweden , as well as  potential 
entrants such as Bama and Agroban.62   
(76) The Parties also argue that  retail markets are concentrated, with four large retail 
chains (ICA, Coop , Axfood and Bergendahls) controlling 94% of the Swedish 
retail market, and three  (Coop, Dansk Supermarked Group and Rema) account ing 
for approximately  80% of the banana market in Denmark. In addition, a number 
of retail chains operate their own wholesale and logistics arm in competition with 
the Parties. Therefore , according to the Parties,  retailers in these countries 
exercise buyer power and would be able to resist any price increases.63  
5.3.1.2.  Commission assessment  
Denmark  
(77) With respect to the import and supply of conventional bananas, the Parties have 
significant combined market shares in Denmark ( [70-80]%), with Total Produce's 
market share of [50-60]% and Dole's [20-30]%.64 With respect to the import and 
supply of Fairtrade/organic bananas, the Parties  were unable to provide an 
estimate of the market size of the Danish Fairtrade/organic market .65 However, 
they note that Dole's sales are very limited (c. EUR […]) and any market share 
increment is likely to be very small . In Denmark , approximately 10% to 20% of 
all bananas sold are Fairtrade/organic.66 
(78) Whilst some  competitors have noted that the supply of bananas market is highly 
concentrated in Denmark67 and market participants considered that Total Produce 
                                                 
60  Form CO, paragraph  138.3.  
61  The Parties submit that the two companies belong to the same group. Form CO, footnote 288.  
62  Form CO, paragraph 138.22.  
63  Form CO, paragraphs 138.4 and 138.5.  
64  Annex 7.4 to the Form CO (rounding errors may exist). The Parties do not distinguish between sales 
of green (unripened) and yellow (ripened) bananas in their sales data. In Denmark, Total Produce 
provides ripening and logisti cs services for the supply of bananas from [third party customer 
names], and the sales of these bananas have also been allocated to Total Produce's total sales of 
bananas in Denmark.  
65  Parties' reply Response to the Commission's RFI No. 3 Question 33 and  Annex 7.4 to the Form CO.  
66  Annex 7.4 to the Form CO (rounding errors may exist).  
67  Replies to question 35.1 of Questionnaire 3 to Competi tors – Bananas/Other Fresh Fruit.  
 
16 and Dole compete closely in Denmark,68 the evidence collected during the market 
investigation reveals  that the market  for the supply of bananas in Denmark is 
competitive  and is likely to remain so after the Transaction for the reasons set out 
in recitals (79) to (85). 
(79) First, t he majority of competitors stated that they could supply yellow bananas to 
Denmark from another country at a competitive price for regular deliveries on a 
not insignificant scale, for example from Northern Germany (Hamburg area) or 
Southern Sweden.69  
(80) Second,  most of the retailers identified a number of potential suppliers of yellow 
bananas in Denmark. Thus, in addition to the Parties, retailers could potentially 
source yellow bananas from suppliers such as Chiquita, Citromex, Fyffes, H&P 
Frugtimport, Max Havelaar, Poulsen & Fin sen, Trio Fruit and  Uncle Tuca.70 Most 
of the respondents concurred that these suppliers would be able to supply them 
with yellow bananas of quantity and quality sufficient for their needs.71 Chiquita 
and Fyffes in p articular were identified as strong competitors. In addition to Total 
Produce and Dol e, the majority of competitors ranked Fyffes and Chiquita as the 
other two important competitors among their top three most important 
competitors.72 
(81) The same was found to be true for Fairtrade/organic bananas specifically, with 
most retailers identifying a number of potential suppliers of Fairtrade/organic 
bananas of quantity and quality sufficient for their needs, such as Chiquita, 
Citromex, Don Mario, H&P Frugt,  Max Havel aar and Poulsen & Fin sen.73  
(82) Third, many respondent competitors also stated that they could supply green 
bananas to Denmark, which could then be ripened either at their own or at third 
party ripening facilities.74 This is consistent with the view of most of the 
respondent retailers , who  identified a number of potential suppliers of green 
bananas in Denmark (in addition to the Parties ), from whom they could 
potentially source green bananas of sufficient quantity and quality, such as 
Chiquita, Citromex, Compagn ie Fruiti ère, Continental, Don Mario, Euro Frugt, 
Favorita, Max Havelaar, Poulsen & Finsen, Trio Fruit and Uncle Tuca.75 The 
                                                 
68  Replies to question 33 and question 34 of Questionnaire 3 to Co mpetitors – Bananas/Other Fresh 
Fruit; Replies to question A.E.B.A.1.1, question A.E.B.A.1.2 , question  A.E.B.A.5.1  and 
question  A.E.B.A.5.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
69  Replies to question 47, question 47.1, question 47.2 and question 48  to Questionnaire 3 to 
Competitors  – Bananas/Other Fresh Fruit.  
70  Replies to question A.E.B.A.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
71  Replies to question A.E.B.A.1 .3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
72  Replies to question 31 and question 31.2 of Questionnaire 3 to Competitors – Bananas/Other Fresh 
Fruit.  
73  Replies to question A.E.B.A.5 and question A.E.B.A.5.3 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad . 
74  Replies to question 48, question 48.1 and 48.2 to Questionnaire 3 to Competitors  – Bananas/Other 
Fresh Fruit.  
75  Replies to question A.E.B.A.3 and question A.E.B.A.3.3 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad . 
 
17 majority of respondents have stated that they could also purchase bananas directly 
from a banana grower . Indeed, a number of them al ready do so today.76 
(83) Fourth , there is evidence of countervailing buyer power. The market investigation 
confirmed the Parties' assertion that the Danish retail market is highly 
concentrated and that retailers exercise buyer power.77 A number of competitors 
provided instances of customers successfully using various strategies (or threats) 
in their dealings with them, including : (i) switching to  an alternative suppliers, 
(ii) transferring additional costs to the suppliers, (iii) delistin g the supplier, 
(iv) reducing the prominence of the supplier' s goods on the shelves, and 
(v) demanding reverse payments (e.g. discounts, contributions to promotions, 
stocking fees etc .).78 This was confirmed by the customer  responses to the 
Commission's que stionnaire, the majority of whom confirmed  using strategies 
such as switching or delisting suppliers and demanding reverse payments, as well 
as, to a lesser extent, transferring costs to suppliers, reducing the prominence of 
their goods on the shelves and paying in arrears.79 As one supplier explained: " All 
customers use the threat of switching to alternative suppliers and/or delisting as 
part of normal contract negotiations. In some cases the entire contract is lost and 
in others some part of the supply bas e may be lost. Support of promotional 
activities is also a normal part of business with large retail customers and may be 
agreed as part of an annual contract or on an ad hoc basis during the year ."80 
The use of the above -mentioned strategies applies especi ally to retailers such as 
supermarket chains, but also to wholesalers (depending on size, as larger 
wholesalers were noted to behave, and exercise buyer power, in a way similar to 
larger retailers).81 
(84) Fifth, a  number of competitors have provided examples of  instances of customers 
switching banana suppliers within the last five years.82 This was confirmed by 
responses from the customers in Denmark with respect to both yellow and green 
bananas.83 As one supplier in Denmark observed, "[a]ll of our customers can 
switch to alternate suppliers if we don't deliver right quality or price. Especially 
supermarkets use [the strategy of switching to alternative suppliers] to demand 
contributions to their campaigns/sales ".84  
(85) Sixth, w hilst a very small number of competitors and retailers considered that the 
Transaction would strengthen the Parties' position in Denmark and that as a result 
of the Transaction prices may increase, the majority of the competitors and 
                                                 
76  Replies to question A.E.B .B.12 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit; 
Replies to question A.E.A.2.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
77  Replies to question 35.1 of Questionnaire 1 to Customer s – Fresh Fruit/Bagged Salad.  
78  Replies to question 28 of Questionnaire 3 to Com petitors – Bananas/Other Fresh Fruit.  
79  Replies to question A.E.A.1.1, question A.E.A.1.2, question A.E.A.1.3, question A.E.A.1.4, 
question A.E.A.1.5, question A.E.A.1.6 and question A.E.A.1.7 of Questionnai re 1 to Customers – 
Fresh Fruit/Bagged Salad.  
80  Replies to question 28 .1 of Questionnaire 3 to Com petitors – Bananas/Other Fresh Fruit.  
81  Replies to question 28.1 and question 30 of Question 3 to Competitors; Replies to question A.E.A.3 
of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
82  Replies to question 56 of and question 56.1  of Questionnaire 3 to Competitors  – Bananas/Other 
Fresh Fruit.  
83  Replies to question A.E.B.A.2 and question A.E.B.A.4 of Questionnaire 1 to Customers – Fresh 
Fruit/B agged Salad.  
84  Replies to question 28 .1 of Questionnaire 3 to Com petitors – Bananas/Other Fresh Fruit.  
 
18 retailers that responded to the Commission's market investigati on considered that 
the Transaction will not have any significant impact for the supply of bananas in 
Denmark, since the market is likely to remain competitive , with a number of 
alternative suppliers and  with strong retailers exercising significant buyer 
power.85 As one respondent noted, " it is the retailers that control the price setting 
in the market, as bananas are a very important product for retailers" and for this 
reason they do not consider that the merged Parties  "would be able to push 
through significant price rises ".86 
Sweden  
(86) With respect to the import and supply of conventional bananas to retailers and 
wholesalers, the Parties have combined market shares in Sweden of [50-60]%, 
with Total Produce having a market share of [20-30]% and Dole [20-30]%.87 
(87) With respect to the import and supply of Fairtrade/or ganic bananas  in Sweden , 
the P arties have combined market shares of [50-60]%, with Total Produce having 
a market share of [30-40]% and Dole [20-30]%.88 In Sweden,  Fairtrade/organic 
bananas account for a significant share of all banana sales (approximately 55% - 
65% of all bananas sold in Sweden are Fairtrade/organic89).  
(88) Whilst s everal competitors have noted that the supply of bananas market is highly 
concentrated in Sweden90 and market participants considered that Total Produce 
and Dole compete closely in Sweden,91 the evidence collected during the market 
investigation reveal s that the market for the supply of bananas in Sweden is 
competitive  and is likely to remain so after the Transaction for the reasons set out 
in paragraphs (89) to (96). 
(89) First, although  Sweden is geographically situated further away from ripening 
facilities in neighbouring countries  than Denmark , making the import of yellow 
bananas into Sweden more logistically complicated and costly ,92 most of the 
retailers that responde d to the Commission's questionnaire identified a number of 
potential suppliers that would be able to supply them with yellow bananas of 
quantity and quality sufficient for their needs .93 Thus, in addition to the Parties, 
retailers could potentially source yellow bananas from suppliers such as Chiquita, 
Citromex, Del Monte, Ewerman, Fyffes, KA Lundbladh, and Max Havelaar.94 
Chiquita and Fyffes in particular were identified as strong competi tors, with the 
                                                 
85  Replies to question 69 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit; Replies to 
question A.F.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Minutes of a 
conference call with a customer, 16 May 2018, 11.15.  
86  Minutes of a conference call with a customer, 30 May 2018, 11.00 . 
87  Annex 7.4 to the Form CO.  
88  Annex 7.4 to the Form CO (rounding errors may exist).  
89   Annex 7 .4 to the Form CO (rounding errors may exist).  
90  Replies to question 35.1 of Questionnaire 3 to Competi tors – Bananas/Other Fresh Fruit.  
91  Replies to question 33 and question 34 of Questionnaire 3 to Co mpetitors – Bananas/Other Fresh 
Fruit; Replies to question A.E.B.A.1.1, question A.E.B.A.1.2 , question A.E.B.A.5.1  and 
question  A.E.B.A.5.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad .  
92  Replies to question 45 and question 45.1 of Question naire 3 to Co mpetitors – Bananas/Other Fresh 
Fruit.  
93  Replies to question A.E.B.A.1 .3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
94  Replies to question A.E.B.A.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
 
19 majority of respondent competitors ranking them  (in addition to the Parties) 
among their top three most important competitors  in Sweden (though Chiquita's 
offering in Fairtrade/organic bananas was noted as being less relevant).95 
(90) Second , the market investigation revealed that there is no shortage of supply of 
green  bananas into Sweden. The majority of respondent competitors  stated that 
they could supply Sweden with green bananas, which could be easily ripened in 
ripening facilities in Sweden. Indeed, this appears to be the way that many 
competitors already operate today.96 This was confirmed by re sponses from the 
retailers, who stated that they could potentially source green bananas of sufficient 
quantity and quality from suppliers such as Chiqu ita, Citromex, Del Monte, 
Favorita, Fyffes and Max Havelaar.97 
(91) The same was found to be true for Fairtrade/organic bananas specifically, with 
most retailers identifying a number of potential suppliers of Fairtrade/organic 
bananas of quantity and quality suf ficient for their needs, such as Chiquita, 
Citromex, Ewerman, Fyffes, KA Lundbladh and Max Havelaar.98 
(92) Third, the majority of competitors and some of the customers that responded to 
the Commission's questionnaire have stated that they could purchase bananas  
directly from a banana grower . Indeed, a number of them already do so today.99 
(93) Fourth , there is evidence of countervailing buyer power  regarding the purchase of 
bananas . The market investigation  confirmed the Parties' assertion that the 
Swedish retail market is highly concentrated and that retailers exercise buyer 
power.100 As one supplier observed, "[t]he Swedish market is competitive and 
with high trade standards on quality. We believe there is a healthy competition 
climate on the market ."101 Another supp lier in Sweden said that " [s]upermarkets 
are becoming very strong and they dictate the conditions on the market ."102 
(94) A number of competitors in Sweden  provided instances of customers successfully 
using various strategies (or threats thereof) in their dealing s with them, including 
(i) switching to alternative suppliers, (ii) transferring additional costs to the 
suppliers, (iii) delisting the supplier, (iv) reducing the prominence of the 
supplier's goods on the shelves, and (v) d emanding reverse payments 
(e.g. discounts, contributions to promotions, stocking fees etc .).103 This was 
confirmed by the customers, the majority of whom admitted to using strategies 
                                                 
95  Replies to qu estion 31 and question 31.2 of Questionnaire 3 to Competitors – Bananas/Other Fresh 
Fruit.  
96  Replies to question 46 and question 46.1 of Questionnaire 3 to Co mpetitors – Bananas/Other Fresh 
Fruit.  
97  Replies to question A.E.B.A.3 and question A.E.B.A.3.3 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad . 
98  Replies to question A.E.B.A.5 and question A.E.B.A.5.3 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad . 
99  Replies to question A.E.B.B.12 of  Questionnaire 3 to Competitors – Bananas/ Other Fresh Fruit; 
Replies to question A.E.A.2.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad; Minutes 
of a conference call with a customer, 5 July 2018, 10.30.  
100  Replies to question 35.1 of Questionnaire 1 to Customer s – Fresh Fruit/Bagged Salad.  
101  Replies to question 28.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
102  Replies to question 28.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
103  Replies to question 28 of Questionnaire 3 to Com petitors – Bananas/Other Fresh Fruit.  
 
20 such as switching or delisting suppliers and demanding reverse payments, as well 
as, to a lesser extent, tr ansferring costs to suppliers, reducing the prominence of 
their goods on the shelves and paying in arrears.104 The use of the above -
mentioned strategies applies  especially to retailers such as supermarket chains, 
but also to wholesalers  (depending on size, a s larger wholesalers were noted to 
behave, and exercise buyer power, in a way similar to larger retailers) .105 
(95) Fifth, s ome competitors have provided examples of instances of customers 
switching banana suppliers in Sweden within the last 5 years.106 This was 
confirmed by responses from the customers in Sweden.107 
(96) Sixth, w hilst a very small number of competitors and retailers considered that the 
Transaction would strengthen the Parties' position in Sweden and that as a result 
of the Transaction prices may increase,  the majority of the competitors and 
retailers that responded to the Commission's questionnaire considered that the 
Transaction will not have any significant impact for the supply of bananas in 
Sweden, since the market is likely to remain competitive with strong retailers 
exercising significant buyer power , with some customers even expecting lower  
prices  as a result  of the Transaction .108  
Other  affected markets  
(97) As regards the other affected markets , the Parties have a relatively large  
combined market share  for the supply of  conventional  bananas in the Czech 
Republic of [30-40]%, where the Parties each have approximately the same 
market position (Total Produce – [10-20]%, Dole – [10-20]%),109 whereas on the 
other affected markets the market share increment is limited (between 2 -8%). 
These other affected markets are Spain ( [30-40]%), Portugal ( [20-30]%), 
Romania ( [20-30]%) and the Netherlands ( [30-40]%), where the Parties also have 
a combined market share of [20-30]% for the supply of Fairtrade/organic 
bananas.110 
(98) With regard to the Czech Republic, t he market investigation has revealed that the 
market for the import and supply of bananas in the Czech Republic is competitive  
and is likely to remain so after the Transaction , with retailers and wholesalers 
identifying  a number of alternative suppliers of both yellow and green bananas in 
the Czech Republic.111 There also do not seem to be any significant barriers to 
entry, with the majority of the competitors that responded to the Commission's 
                                                 
104  Replies to question A.E.A.1.1, question A.E.A.1.2, question A.E.A.1.3, question A.E.A.1.4, 
question A.E.A.1.5, question A.E.A.1.6 and question A.E.A.1.7 of Questionnaire 1 to Customers – 
Fresh Fruit/Bagged Salad.  
105  Replies to  question 28.1 and question 30 of Questionnaire 3 to Competitors – Bananas/Other Fresh 
Fruit; Replies to question A.E.A.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
106  Replies to question 55 of and question 5 5.1 of Questionnaire 3 to Compe titors  – Bananas/Other 
Fresh Fruit.  
107  Replies to question A.E.B.A.2 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
108  Replies to question 68  of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit; Replies to 
question A.F. A.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Minutes of a 
conference call with a customer, 8 May 2017, 14.00.  
109  Annex 7.4 to the Form CO.  
110  Annex 7.4 to the Form CO (rounding errors may exist).  
111  Replies to question 32 and question 34 of  Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
 
21 questionnaire consider ing it easy to enter and/or gain market share for the sale of 
bananas  in the Czech Republic.112 Several competitors and customers also 
provid ed examples of instances where the customers have switched banana 
supplier in the Czech Republic.113 Furthermore, t he majo rity of competitors and 
customers that responded to the Commission's questionnaire s consider that the 
Transaction will have no or limited effect in the Czech Republic.114 
(99) With regard to  the Netherlands, Portugal, Romania and Spain, the market 
investigat ion d id not reveal any concerns: (i)  entry and/or gain of market share for 
the sale of bananas in these countries was generally not perceived as difficult ;115 
(ii) a number of alternative suppliers of bananas were identified ( including for 
Fairtrade/organic banan as in the Netherlands) and some wholesalers and retailers 
have indicated that they source from growers directly  (in particular in Spain ),116 
and (iii) there is evidence of switching suppliers , with several competitors 
providing  examples of instances where th eir customers have switched banana 
supplier in the se countries .117 Furthermore, the  majority of competitors and 
several customers that responded to the Commission's questionnaire considered 
that the Transaction will have no or limited effect in the Netherlan ds, Portugal, 
Spain and Romania.118 
5.3.1.3.  Conclusion  
(100)  On the basis of the above, the Commission concludes that the Transaction does 
not raise serious doubts as regards its compatibility with the internal market due 
to horizontal overlaps in the markets for the import and supply of conventional 
bananas in Denmark, Sweden, Czech Republic, Spain, the Netherlands, Portugal 
and Romania , and does not raise serious doubts as regards compatibility with the 
internal market due to horizontal overlaps in  the markets for th e import and 
supply of Fairtrade/organic bananas in Denmark, Sweden and the Netherlands.   
5.3.2.  Provision of banana ripening services in Denmark  and Sweden  
5.3.2.1.  Parties' arguments  
(101)  The Parties submit that Dole has not provided any third party ripening services in 
any of its facilities in the EEA  and generally sells its bananas green – with the 
exception of Germany, Italy and Sweden , where it has some own ripening 
facilities . Total Produce has a very limited presence in the supply of third -party 
banana ripening services  in the EEA, the only notable market presence in ripening 
being in Denmark and in Hungary. Therefore, there is no horizontal overlap 
between the Parties' banana ripening activities and the Parties argue that the 
                                                 
112  Replies to question 38 of Questionnaire 3 to Compet itors – Bananas/Other Fresh Fruit.  
113  Replies to question 57.1 of Questionnaire 3 to Competitor s – Bananas/Other Fresh Fruit; Replies to 
question 33 and question 35 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
114  Replies to question 70 of Questionnaire 3 to Competitor s – Bananas/Other Fresh Fruit; Replies to 
question 56.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
115  Repl ies to question 38 of Questionnaire 3 to Compet itors – Bananas/Other Fresh Fruit.  
116  Replies to question 32, question 32.3, question 34, question 34.3, question 36 and question 39 of 
Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
117  Replies to ques tion 57.1 of Questionnaire 3 to Competitor s – Bananas/Other Fresh Fruit.  
118  Replies to question 70 of Questionnaire 3 to Competitor s – Bananas/Other Fresh Fruit; Replies to 
question 56.1 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
 
22 Transaction could not be expected to give ri se to any competition concerns as 
regards the provision of ripening services to third parties.  
(102)  The P arties argue that once green bananas have been imported into these two 
countries, there is no difficulty in obtaining ripening services in order for retaile rs 
to be supplied with yellow bananas. The Parties state that it is ultimately the 
customers who determine which bananas should be ripened for them and that the 
provision of ripening services is in practice not bundled with the sale of green 
bananas.  
(103)  In particular, the Parties argue that they are not able to leverage control of their 
banana ripening facilities in order to foreclose other importers and banana 
suppliers from the market. Banana ripening is a simple process and does not 
require significant inv estment, such that any importer or indeed retailer could 
easily incur the cost of expanding, or building new, banana ripening capacity. The 
Parties also point out that there are alternative facilities to which customers can 
turn for their ripening needs.  
5.3.2.2.  Commission assessment   
Denmark  
(104)  While there is no horizontal overlap between the Parties in ripening services in 
Denmark, the Commission has assessed whether the Transaction leads to vertical 
concerns regarding customer or input foreclosure.  
(105)  Total Produce ha s a share  of the banana ripening capacity in Denmark of 
[80-90]%.119 Dole does not provide ripening services in Denmark . An 
independent competitor active in  third party  ripening in Denmark is H&P 
Frugtimport together with Poulsen & Finsen ,120 with a share of banana ripening 
capacity in Denmark of  [10-20]%.  
(106)  In the market investigation , the majority of wholesalers and retail ers consider ed 
that there is currently sufficient ripening capacity to meet their needs.121 
Moreover , some retailers have al so indicated that ripening facility providers can 
and would, on request, expand their ripening capacity.122 The majority of the 
customers indicated that they could purchase green bananas from another country 
for import into Denmark for regular deliveries of not only insignificant scale a nd 
at competitive price for ripening in Denmark.123 
(107)  The Commission considers  that any attempt by the Parties to foreclose other 
importers and banana suppliers from the Danish market  by leveraging its banana 
ripening capacity after the Transaction  is likely to be unsuccessful  for the reasons 
set out in paragraphs (108)  to (112) .  
                                                 
119  Form CO,  paragraph 135.12 Table B.  
120  The Parties submit that the two companies belong to the same group. Form CO, footnote 288.  
121  Replies to question A.E.B.B.1.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad; 
Replies to question 42.1 of Questionnai re 2 to Customers – Fresh Fruit/Vegetables.  
122  Minutes of a conference call with a customer, 16 May 2018, 11.15; Minutes of a conference call 
with a customer, 5 July 2018, 10.30.  
123  Replies to question A.E.B.B.11 of Questionnaire 1 to Customers – Fresh Fru it/Bagged Salad . 
 
23 (108)  First, i n particular , since  yellow bananas can be transported for distanc es of 
between 100 and 500 kilometres  (or potentially even further, depending on 
transport conditions ),124 suppliers and customers in Denmark  could still obtain 
yellow bananas relatively easily  from other countries , even if they could not 
access sufficient ri pening capacity in Denmark.  Indeed, the majority of 
competitors and customers that responded to the Commission's questionnaire 
stated that they could supply Denmark with yellow bananas from another country 
at a competitive price for regular deliveries of n ot only insignificant scale and that 
many of them already do so, notably from ripening facilities and distribution 
centres in Northern Germany (Hamburg area).125 
(109)  Second , those suppliers who currently have spare capacity are not likely to refuse 
third party banana ripening in their facilities. As one competitor observed: " For 
companies who own ripening facilities it is in their interests to maximise 
utilisation and efficiency therefore they are in general willing to offer service 
provision to 3rd parties if t hey have excess capacity ".126 
(110)  Third , even though some competitors have indicated that they consider there to be 
entry barriers to banana ripening in Denmark,127 the majority of customers do not 
deem this to be the case, with one customer remarking: " Anybody co uld build 
ripening facility ".128 According to the results of the market investigation, a new 
ripening facility could be constructed for EUR 1-4 million, depending on the 
capacity required,  in as little as 6 months.129  
(111)  Fourth, b anana competitors agree and asse rt that on customer demand they would 
be ready to set up ripening centres.130 A large banana competitor remarked  to "… 
position their ripening centres based on demand by customers ", adding that "It is 
not a "push market"' but a "pull market" by the customers. "131 These comments 
support  the Parties' view that customer demand is the driver for  the creation of 
ripening capacities.  
(112)  Fifth, t he market investigation provided evidence that competitors have i ndeed 
been opening (and also closing down) ripening centres all across the EU, which 
seems to be a dynamic process.  
(113)  As concerns a potential  foreclosure of green bananas towards the only third party 
ripener (H&P Frugtimport ) by the Parties, the market inve stigation provided 
                                                 
124  Replies to question 44 of Questionnaire 3 to Compet itors – Bananas/Other Fresh Fruit; replies to 
question A.E.B.B.7 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
125  Replies to question 47, question 47.1, question, question  48, question 48.1 and question 48.2 of 
Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit ; Replies to question A.E.B.B.10  and 
question A.E.B.B.10.1  of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
126  Replies to question 51.1 of Question naire 3 to Competitors  – Bananas/Other Fresh Fruit.  
127  Replies to question 51 and question 51.1 of Questionnaire 3 to Competitors  – Bananas/Other Fresh 
Fruit.  
128  Replies to question A.E.B.B.4 and question A.E.B.B.4.1 of Questionnaire 1 to Customers – Fresh  
Fruit/Bagged Salad . 
129  Replies to question 43.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit; Replies to 
question, question 45.2 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables  and 
question  A.E.B.B.6.2 of Questionnaire 1 to Custo mers – Fresh Fruit/Bagged Salad.  
130  Replies to question 43  of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit .  
131  Minutes of a conference call with a competitor on 23 May 2018, 11h00.  
 
24 evidence that the Parties would not have the incentive and the ability to carry it 
out. A retailer in Denmark confirmed132 that it is not the ripener but the retailer 
who negotiate s and contract s yearly supply agreements with the importers  for the 
supply  green bananas . The retailer  also explained that the selection and 
contracting of the ripener happened independently from the green banana supply 
process; a separate contract is signed with much longer time horizons , potentially 
several year s. Following these two agreements, the ripener then establishes a 
contract ual relationship for the banana deliveries with the green banana importer.   
(114)  Resulting from this contractual structure, the importer of green bananas could 
easily lose  its sales to the retailer, the latter having  ample choice of alternative 
green banana suppliers  to whom it  can easily switch , while at the same time being 
tied to its ripener through the long -term contract.   
Sweden  
(115)  The Parties' ripening activity in Sweden  is entirely captive133 and they have a 
significant share of the total banana ripening capacity in Sweden of [50-60]% 
([20-30]% Total Produce, [20-30]% Dole) .134  
(116)  The Commission considers that any attempt by the Parties to foreclose other 
importers and banana suppliers from the Swedish market by leveraging its banana 
ripening capacity after the Transaction is likely to be unsuccessful for the reasons 
set out in paragraph (117)  to (121) . 
(117)  First, t he majority of competitors indicated that they would not be able to supply 
yellow bananas to Sweden for regular deliveries at competitive prices, mainly due 
to logistical issues , such as excessive lead times135 for yellow bananas, and freight 
costs. However, t he majority of competitors  stated that they could supply green 
bananas and have them ripened in  Sweden , holding that this was possible at 
competitive prices136 and also with good log istical solutions for the rest of 
Sweden.137  
(118)  Second, t he Parties estimate that the largest alternative ripener, Chiquita, is also 
active in third party ripening with ca. 33% capacity share. Smaller players presen t 
on the market are Ewerman, Lundbladh and Ag roban with 9%, 6% and 3% shares 
respectively. There fore, there  appear s to be sufficient ripening capacity in Sweden  
beyond the Parties .138  
                                                 
132   Minutes of a conference call with a customer on 16 May, 2016.  
133  Form CO, paragraph 134.4 . 
134  Form CO, paragraph 140.27 . 
135  Replies to question A.E.B.B.8 .1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; 
Replies to question A.E.B.B.9 .1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
136  Replies to question 46 and question 46.1 of Questionnaire 3 to Competitors  – Bananas/Other Fresh 
Fruit.  
137  Replies to question 46.1 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit . 
138  Replies to question 50.1 of Questionnaire 3 to Competitors  – Bananas/Other Fresh Fruit.  
 
25 (119)  Third, c ustomers are of the view that any of the available ripeners in Sweden 
would ripen bananas for them in order to  use up their spare capacity, irrespective 
of whether or not they are competing with them at the wholesale level.139  
(120)  Fourth , entry barriers onto the Swedish ripening market were considered to be  
low by respondents .140 Some  of the competitors that do not currently have their 
own ripening facilities have indicated that, given sufficient demand, they would 
consider making the investment to build one ,141 for the cost of EUR 1 -4 million 
within 6 months as noted in recital (110)  above . The recent entry of a new ripener 
in Sweden, Agroban, is also indicative of the fact that entry barriers to banana 
ripening in Sweden are modest.  
(121)  Fifth , the m ajority of competitors and customers that responded to the 
Commission's market investigation did not express any significant concerns in 
relation to the market for ripening services in Sweden. One customer even 
express ed the view that the Transaction could  lead to lower  prices for banana 
ripening in Sweden .142 
5.3.2.3.  Conclusion  
(122)  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 fo r banana ripening services in Denmark or Sweden , 
due to either horizontal overlaps or vertical effects . 
6. BAGGED SALAD  
(123)  Bagged salad is loose or cut salad leaves mixed together or mixed with other cut 
vegetables,  which is  washed, dried, packaged and ready to eat. Bagged salad is 
considered to be a type of convenience product. The Parties' activities in bagged 
salad overlap only in Sweden and, to a lesser extent, Denmark.  
6.1. Market definition  
6.1.1.  Relevant product market  
6.1.1.1.  Parties' a rguments  
(124)  The Parties argue  that bagged salad should be considered part of the same prod uct 
market as fresh vegetables. This is because consumers tend to spend a fixed 
amount of money on vegetables as a whole, and therefore at the retail level all 
vegetable  categories should be considered substitutable. They further argue that 
the delineation between vegetables and bagged salads is blurred given that bagged 
                                                 
139  Minutes of a conference call with a customer, 5 July 2018, 10.30 . 
140  Replies to question A.E.B.B.3 and question A.E.B.B.3.1 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad . 
141  Replies to question 43 and 43.1 of Q uestionnaire 3 to Competitors – Bananas/Other Fresh Fruit; 
Replies to question A.E.B.B.6 and question A.E.B.B.6.1 of Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad; Minutes of a conference call with a customer, 30 May 2018, 11.00  
142  Minutes of a c onference cal l with a customer, 8 May 2017, 14.00 . 
 
26 salads may contain vegetables such as spinach, carrots, beans, kale, peppers, 
sweetcorn, celery and sp ring onions.  
(125)  The Parties  suggest that there is a  high degree of substitutability of washed 
bagged salad with unwashed , and even with whole -head salad . They also reason 
that salad bars and ready -to-eat meals containing salad compete in the same 
category  with bagged salad, as these are all convenience products . 
Acknowledging that the prices of these products significantly differ , the Parties 
argue that these products form part of a continuum  of products : from loose salad , 
over unwashed , to bagged , up to salad bars, where each type of product  exerts a 
competitive constraint on the other.  
(126)  From a supply -side perspective, the Parties argue that barriers to entry into 
bagged salad are low, since a washing and bagging facility could be easily set up 
and the supply chain for vegetables, loose salad and bagged salad are identical, 
consisting of growing, washing, packing and distributing them to retailers and 
wholesalers.  
(127)  The Parties also  submit that the supply of bagged salad  should not be further 
distinguished  according to the sales channel into sales to retailers or food service, 
as there is complete supply -side substitutability between the two.  Bagging 
machines can be easily switched to bag la rger portions (for example  1 kg bags for 
food service vs. 150 -400g bags for retail customers). They also argue that  
branding is not an issue, at least not in the Nordics, since retail sales are largely 
unbranded.  They submit that quality st andards are equally high for supply to the 
retailer and food service channels.  
6.1.1.2.  Commission assessment  
(128)  A previous case143 briefly touched upon the market for bagged salad, without a 
market definition being specified. However, the re were some indications from the 
market investigation  that bagged and pre -cut salads could belong to the market for 
fresh vegetables, given the high degree of substitutability for the consumer 
between bulk and bagged pre -cut salads.   
(129)  The mar ket investigation in the present case indicated that washed bagged salad  
should constitute a distinct product market.  
(130)  First, t he market investigation revealed a limited degree of supply -side 
substitutability between the manufacture of unwashed salad and vegetables , and 
bagged salad, as the latter requires the capital -intensiv e establishment of a 
washing and bagging facility. The market investigation among salad producers 
revealed o nly a few market players to be  active in the bagging and washing  of 
salads , whereas many more in the supply of unwashed and whole -head salad and 
vegetables. The two clusters were clearly separate.144 
(131)  Second, f rom the demand  side, washed bagged salad is not a product that retailers 
would be able to remove from their shelves on the basis of demand -side 
                                                 
143  Case COMP/M.4216 – CVC/De Weide Blik/Bocchi, recital 22.  
144  Replies to question 5 and question 29 of Questionnaire 4 to Competitors – Bagged Salad.  
 
27 substitutability with other fresh vegetable or salad products. Both, suppliers145 and 
retailers , agreed  that washed bagged salad was a 'must -have ' product.  
(132)  Third, r espondents to the market investigation were  of the view that there was 
indeed some functional substitutability between unwashed bagged salad and 
washed bagged salad . In contrast, they considered that there was less 
substitutability of washed bagged salad with loose or cut salad, whole -head salad, 
salad bars and stir -fry vegetables. Respondent s also agreed that the prices 
between washed bagged salad , unwashed salad  and whole -head salad were 
significantly different.146  
(133)  Fourth, r espondents explain ed that the distinction between washed bagged salad 
and unwashed and whole -head salad is  mainly  driven  by distinct consumer 
preferences : some held the market was moving towards more convenience and 
more washed salad, some held the market was moving towards less processing 
with less washed salad.147  
(134)  Fifth, a lso, internal documents of the Parties148 and market feedback suggest that 
washed bagged salad is a so -called "value -added" product, differentiating it from 
other loose salad  or vegetables : it commands  considerably  higher price s and also 
has considerably higher ( [5-10]% as opposed to [0-5]% of vegetables in general) 
operating margins.  
(135)  As concerns the distinction of sales to retail or to food service channel s, these  
have traditionally been defined as separate markets by Commission precedents .149 
The majority of customers  responding to the market investigation  in the present 
case150 suggested  that supplying  the food ser vice channel with bagged salad made 
entry into  the retail channel easy. H owever, all but one competitor  suggested  the 
opposite. Some explained that there were structural differences on the two 
markets  (packaging , size and logistics set -up were all differen t) and also 
mentioned that entry barriers onto the retail market were high.151 
(136)  For the above reasons , the Commission  consider s that a distinct product market 
for the manufacture and sale of washed bagged salad  is justified . Whether the 
relevant product market for washed bagged salad is to be  further distinguished by  
sales to the retail  channel  and food service channel can be left open  because 
serious doubts arise in the supply of washed bagged salad to both customer 
groups considered together and in dividually .  
                                                 
145  See replies to question 8 of Questionnaire 4 to Com petitors – Bagged Salad ; Replies to 
question  B.B.1 of Questionnaire 1 to Customers - Fresh Fruit/Bagged Salad . 
146  Replies to question s 9-14 of Questionnaire 4 to Competitors - Bagged  Salad ; Replies to 
question s B.B.2-B.B.7 of Questionnaire 1 to Customers - Fresh Fruit /Bagged Salad.  
147  Replies to questions 9-14 of Questionnaire 4 to Competitors - Bagged  Salad ; Replies to 
questions  B.B.2  – B.B.7  of Questionnaire 1 to Customers - Fresh Fruit /Bagged Salad.  
148  See e.g. [internal document submitted by the Parties ], December 2017, or s ee e.g.  minutes of a 
conference call with a competitor on 30 May, 2018, 11.00.  
149  See e.g. Case COMP/ M.6143 – Princes/Premier Foods Canned Grocery Operations , recital 11. 
Sale of food products to the wholesale, retail and food servic e channels defined as separate product 
markets.  
150  Replies to question 16 of Questionnaire 4 to Competitors – Bagged Salad; Replies to question B.B.9 
of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
151  Answer specific to the Swedish market with  reference to concentrated retail market.  
 
28 6.1.2.  Relevant geographic market  
6.1.2.1.  Parties' arguments  
(137)  The Parties submit that  the geographic market for washed bagged salad is at least 
regional, if  not E U-wide.  
(138)  They argue that  there are no obstacles to purchasing bagged sal ad from suppliers 
in other Member  States. The Parties estimate that a typical bagged salad would 
lose only around one day of  its shelf life if it were imported from another EU 
country, rather than sourced domestically  and submit that there is evidence of 
bagged salads being supplied across borders : [example of cross -border supply by 
a Party] . Moreover, the largest bagged salad suppliers in the EU – such as 
Bonduelle, Agrial and Les Crudettes – operate across various countries .  
(139)  The Parties argue that  the 'Made in Sweden' labelling, although mandatory from a 
legal compliance point of view for all  bagged salad suppliers, does not bring any 
commercial benefit, as bagged salad does  not tend to be marketed as a locally 
produced product.  
6.1.2.2.  Commission assessment  
(140)  On a general note, the market investigation confirmed that  washed  bagged salad  
was traded across borders and that the washing and bagging facility did not need 
to be necessar ily located in the country of destination .152 However, only a 
minority of responding sa lad suppliers affirmed that they could market their 
products Europe -wide.  While many reported of existing export activities, these 
tended to be only to neighbouring countries, for example shipping bagged salad 
from Germany to Denmark, from Italy to France,  from France to Belgium, form 
Spain to Portugal or from the UK to Ireland. Importantly, no evidence was found 
on any imports into Sweden specifically.  
(141)  The market investigation found a number of elements pointing  to a national 
market for washed bagged sala d.  
(142)  First, two third s of responding competitors153 were of the view that prices for 
bagged salad  were significantly different among  the different EU countries .  
(143)  Second, o nly a minority of customers said that they would look for bagged salad 
suppliers  abroad if prices in Sweden increased by 10%.154  
(144)  Third, i n contrast to the Parties' assessment, the vast majority of customers stated  
that the "Made in Sweden" label strongly drives the decision of the customer.155 
(145)  Fourth, t he large majority of responding suppliers thought that national 
distribution assets and an established relationship with local customers w ere 
necessary to be active on the market.156  
                                                 
152   Replies to question 17 of Questionnaire 4 to Competitors - Bagged Salad.  
153  Replies  to question  17 of Questionnaire 4 to Competitors - Bagged  Salad . 
154  Replies to question  17 of Questionnaire 4  to Competitors - Bagged  Salad ; Replies to question B.C.3 
of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
155  Replies to question B.C.10 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
 
29 (146)  Sixth , market respondents noted that due to the limited shelf life of the pr oduct, a 
one-day delivery requirement typically limited the delivery radius.157 
(147)  For the above reasons, for the purposes of this decision, the Commission 
considers that the geographic market for washed bagged salad is national  in 
scope .  
6.1.3.  Conclusion  
(148)  For the purposes of its assessment of the present Transaction, the Commission 
analyses the markets for the supply of washed bagged salad , for which t he 
geographic market is  national . 
6.2. Assessment of potential horizontal non-coordinated effects in Sweden  
6.2.1.  Parties’ arguments  
(149)  The Parties argue that the large bagged sa lad supplier Salico in Sweden is  an 
effective competitive force constraining the Parties.  Although Salico's business 
currently mainly focuses on supplying the food  service  channel, they argue that 
Salico would be able to increase its supply to the food retail channel . 
(150)  Further, t he Parties suggest  that alternative suppliers are not constrained by 
geography or transport and customers could at any time turn to alternative 
suppliers outside of Sweden, ju st as the Parties who are supplying customers in 
Denmark from their Swedish facilities.  
(151)  Accordingly, the Parties argue that  actual and potential suppliers could include 
manufacturers of bagged salad all over the Nordics and from as far as Italy, from 
wher e fresh and whole -head salad is often sourced for the retailers' shelves and as 
an input for bagged salad production. The Parties argue that companies such as 
Bonduelle, Agrial and Les Crudettes are active and can supply bagged salad all 
over Europe , and t hat bagged salad and frozen vegetable manufacturers such as 
Orcla and Findus could easily enter the market for bagged salad.  
(152)  The Parties also  argue that any of the numerous suppliers for unwashed loose 
salad or vegetables could easily expand into creating the production facilities  for 
washed bagged salad , especially if sponsored by a large retailer.  
(153)  Finally, the Parties submit that they would be constrained by significant 
countervailing buyer power of the retailers, Sweden being an extremely 
concentrated food retail market with four large retail chains.  
6.2.2.  Commission assessment  
(154)  The Parties have signifi cant market share in washed bagged salad in Sweden 
(combined [70-80]%), [20-30]% for Total Produce and [50-60]% for Dole, 
                                                                                                                                                 
156  Replies to question  17 of Questionnaire 4  to Competitors - Bagged  Salad . 
157  Replies to question 21 of Questionnaire 4 to Competitors - Bagged Salad  and see e.g. minutes of a 
conference call with a bagged salad competitor on 26 June, 2018, minutes of a conference call with 
Swedish customer on 15 May 2018 , 08.00 . 
 
30 according to the Parties' own estimate.158 The largest and only significant  
competitor remaining is Salico.  
(155)  The market investigation co nfirmed the Parties' strong position, with market 
participants  estimating  their share in Sweden  at around two -thirds of the 
market.159  
(156)  Responding  customers  stated  that in Sweden, Dole and Total Produce were each  
other 's closest competitors for  washed  bagged  salad.160 Competitors also 
confirmed the Parties as the main competitors  in Sweden , alongside Salico.161 The 
market investigation also confirmed that Salico currently focuses on supply to the 
food service channel, but does also sell to the food retail channel .  
(157)  As regards the argument of significant bargaining power exercised by large retail 
chains the Commission observes that indeed the  retail market in Sweden is 
concentrated, with the four large retailers being ICA Sweden, Axfood, Coop 
Sweden  and Bergendahls . However, although one large competitor had 
experienced loss of volumes or other form of pressure from retailers ,162 there was 
limited additional evidence  in the market investigation  of buyer power exercised 
with respect to washed bagged salad.  
(158)  Very  few cus tomers  confirmed  having switched suppliers  in the past five years ; 
and customer relationships consequently  seem to be more long term  
(alternatively,  this could be  an indication of limited suppliers to whom customers 
may switch) .163 Less than half of the retailers claimed having reduced purchases 
from a supplier in order to negotiate better price s164 and many do not 
multisource .165  
(159)  In fact, m any customers expressed concerns as to the impact of the Transaction on 
washed bagged salad in Sweden  and a significant  majority of the customers who 
replied consider ed that the Parties  would be in a position to raise prices  after the 
Transaction .166 
(160)  The Commission observes that  there are currently limited imports of  washed  
bagged salad into Sweden from abroad , including fro m Denmark . In the market 
investigation , while salad suppliers  reported of  shipping bagged salad for instance  
from Germany to Denmark, from Italy to France, from France to Belgium, fr om 
Spain to Portugal or from the UK to Ireland , they did not report of imports into 
Sweden  specifically .  
                                                 
158   Reply to question 19 of the Commission's questions of 11 June  2018.  
159  Minutes of conference calls with various customers on 8 May, 2018, 14.00, on 15 May 2018 , 08.00 
and on 30 May 2018,11.00.   
160  Replies to question  17 of Q uestionnaire 4  to Competitor s - Bagged  Salad ; Replies to 
question  B.D.16 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
161  Replies to question  38 and question 39  of Questionnaire 4  to Competitors - Bagged  Salad  
162  Replies to question  27 of Questionnaire 4  to Competitors - Bagged  Salad . 
163  Replies to question  B.D.5 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
164  Replies to question  B.D.6 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
165  Replies to question  B.D.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
166  Replies to question  B.E.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
 
31 (161)  Some respondents indicated that the limited shelf life of washed bagged salad put 
a limit on its transport radius . In the case of Sweden in particular , it was also 
noted that supplying Denmark from Sweden was logistically easier as the 
factories in the south of Sweden could reach the whole of Denmark with no 
additional logistical capabilities , whereas for Danish supplier s to supply Sweden 
meant completely new logistic al challenges , for a country several times the size 
of Denmark.167 Market participants noted that it would take an extra day to ship 
washed bagged salad from Denmark to Sweden and limiting the shelf life of 
washed bagged salad by one day would be  unacceptable to retailers, in light of the 
relatively short shelf life of washed bagged salad.168 
(162)  Indeed, the Parties and also their largest competitor Salico achieve considerable 
presence on the washed bagged salad market in Denmark, whereas the presence 
of Danish producers could not be detected in Sweden. In the case of Sweden in 
particular, respondents mentioned that the higher price level of the surrounding 
countries made exports from Sweden attractive but did not make imports into 
Sweden competitive. Fo r example, Denmark or Norway have much higher price 
levels and production costs.  
(163)  The market investigation confirmed that c ustomers in Sweden received  all of their 
supplies for bagged salad from Swedish -based suppliers .169 Furthermore, t he 
market investigation found no evidence of competitors willing to start supplying 
Sweden even in circumstances where  the prices for bagged salad would 
increase .170  
(164)  As regards  barriers to entry and expansion into bagged salad, the market 
investigation did no t support the Parties' view  that these were minimal. Rather, 
respondents  considered that barriers to entry were high . In particular,  the costs of 
establishing a new plant were estimated  to be between EUR 5 and 10  million and 
would take on average at least 18 months  to build.171  
6.2.3.  Conclusion  
(165)  On the basis of the above, the Commission concludes that  the Transaction raises 
serious doubts  as to its compatibility with the internal market  as regards its impact 
on competition for bagged salad in Sweden , due to horizontal non -coordinated 
effects . 
6.3. Assessment of potential horizontal non-coordinated effects  in Denmark  
(166)  In Denmark, supplies  of bagged salad  from Total Produce's and Dole's Swedish 
plants result in a combined market share of [30-40]%, [10-20]% by Total P roduce 
                                                 
167  Minutes of a conference call with a competitor, 28  June 2018, 10.45; Minutes of a conference call 
with a competitor,  26 June 2018, 16.00 . 
168  Minutes of a conference call with a competitor, 28 June 2018, 14.30.  
169  Replies to question  B.C.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
170  Replies to question  31 of Questionnaire 4  to Competitors - Bagged  Salad . 
171  Replies to question  29 of Questionnaire 4  to Competitors - Bagged  Salad . 
 
32 and [10-20]% by Dole .172 This market share in Denmark has been achieved by the 
Parties [details of Parties' supply arrangements] .  
(167)  In contrast to Sweden, the Commission's investigation found evidence of imports 
of bagged salad into Denmark , not only f rom Sweden but also from Germany and 
the Netherlands . In addition, there are a greater number of bagg ed suppliers 
present in Denmark. The number of competitors  identified by customers173 is 
higher  than in Sweden , with Hessing, AP Grönt, Yding Grönt, Flensted  or Fresh 
Choice  all present .  
(168)  Respondents to the market investigation did not raise concerns regarding the 
impact of the Transaction on the bagged salad market in Denmark.  
(169)  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 bagged salad in Denmark , due to horizontal non -
coordinated effects . In any event , the horizontal overlap between the Parties' 
activities in the s upply of bagged salad in Denmark is eliminated by the Final 
Commitments proposed by the Parties, notably the divestment of Dole's bagged 
salad business in Sweden.  
7. PINEAPPLES  
(170)  Pineapples are tropical fruit that are resilient to a range of weather conditions.  
Over 80% of pineapples imported into Europe are of the MD2 variety, which was 
developed by Del Monte in the mid -1990s to have a sweet taste, high vitamin C 
content and longer shelf life. Other pineapples in Europe mostly comprise of the 
Smooth Cayenne, Su garloaf and Victoria varieties174. 
(171)  Some volumes of pineapples are sold as organic, Fairtrade  or as dual -certifie d 
(i.e. both organic and Fairtrade) , although this accounts for only a very limited 
volume of pineapples175. 
(172)  Costa Rica is the leading supplier of p ineapples to Europe, accounting for 
approximately 87% of supply in 2015, with increases in production and 
productivity still being seen. Brazil, t he Philippines and Thailand also produce 
significant quantities, however Brazil and Thailand do not currently export 
significant quantities and the Philippines currently focus on supplying Asia and 
the Middle East. Significant alternative supplies are arriving  from countries 
including Ecuador, Ivory Coast, Panama and Ghana, particularly as they diversify 
into the popular MD2 variety176. 
                                                 
172   Replies to question 24 of the Commission's questions of 22 May 2018 and reply to question 19 of 
the Commission's questions of 11 June, 2018. In the absence of facilities there, they were una ble to 
provide reliable estimates for bagged salad only in Denmark, therefore, the shares also include 
unwashed baby leaves.  
173  Replies to question  B.C.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
174  Form CO , paragraph 142.1.  
175  Form CO, paragraph  142.1. 
176  Form CO, para graph  142.2 . 
 
33 7.1. Market definition  
7.1.1.  Relevant product market  
7.1.1.1.  Parties' arguments  
(173)  The Parties argue in favour of a single market for all fresh fruit, with the possible 
exclusion of bananas. They assert that the consumption and volume of pineapples 
fluctu ate in response to the availability of other fresh fruit, particularly seasonal 
and local fruit , indicating the presence of demand -side substitution. Furthermore , 
the Parties argue that consumers tend to spend a fixed amount of money when 
purchasing fresh fruit in general which are all largely substitutable with each 
other.  
(174)  As regards supply -side substitutability, t he Parties argue that with the exception 
of the ripening stage (which is not required for pineapples), the respective supply 
chains for bananas and pineapples are broadly identical177, and fruit importers 
may readily switch to sourcing and supplying pineapples given the similarities in 
their supply chain to other fresh fruit as regards packing, shipping, distributing 
and retailing the products. The Parties therefore submit that at least all key banana 
competitors are able to supply pineapples and that there are in fact also additional 
competitors who do not supply bananas but other fresh fruit. This large number of 
competitors therefore constrains th e Parties' activities in the market for 
pineapples.  
7.1.1.2.  Commission assessment  
(175)  In Chiquita/Fyffes178, the Commission chose to leave open whether the import 
and supply of pineapples  constitute a distinct product market or  whether they are 
part of a wid er market for fresh fruits (excluding bananas). However , it was noted  
that retailers would be relatively unresponsive in terms of purchasing patterns to a 
price increase of 5 -10% for pineapples. Moreover, many retailers were found to 
organise separate tenders for pi neapples, and stated that their customers would not 
consider pineapples to be substitutable with other fresh fruit.  
(176)  In the market investigation  in the present case , a vast majority  of respondents179 
reject the demand -side substitutability of pineapples with other fresh fruit. They 
consider that pineapples have a specific exotic taste which differentiates them 
from more 'customary' fruit such as bananas, and customers will not substitute to 
other fruit when it cannot be found. Furthermore, those that disagree consider that 
the seasonality of pineapples may only make them partially substitutable with 
fruits of their season, for instance local berries, soft and stoned fruits. 
Nevertheless, some market respondents suggested that brand loyalty was weaker 
with pinea pples  than for bananas180 and internal business documents provide 
                                                 
177  Form CO, paragraph  143.2 . 
178  Case M.7220 – Chiquita  Brands  International/ Fyffes , recitals  367-371. 
179  Replies  to question  A.C.B.2 of Questionnaire  1 to Customers  – Fresh  Fruit /Bagged  Salad ; Replies  to 
question  16 of Questionnaire  2 to Customers  – Fresh  Fruit /Vegetables ; Replies  to question  12 of 
Questionnaire  3 to Competitors  – Bananas /Other  Fresh  Fruit . 
180  Minutes of a conference call with a customer, 16 May 2018, 11.15.  
 
34 evidence in favour of fluctuations of pineapple prices over time, which ultimately 
exert pressure on the margins of suppliers.  
(177)  There is a stronger case for supply -side substitutability, with t he majority of 
market respondents181 suggesting that there are no specificities in purchasing 
pineapples as compared with any other fresh fruit. The majority of retailers were 
found to source pineapples on the spot market on a weekly or monthly basis ,182 
indic ating that there is in general no additional or specific capital investment to be 
attributed to the procurement of pineapples.  
(178)  However, t he Commission considers that the exact product market definition for 
the import and supply of pineapples can be left op en, as no serious doubts arise  
under any p lausible  market definition, including a separate market for the import 
and supply of  pineapples only.  
(179)  As regards a possible separate product market for organic pineapples , this market 
is small within the overall supply of pineapples, with few being supplied  into 
Europe.  The Parties were not able to provide market shares for sales of organic 
pineapples.  Specifically, Total Produce does not make any material sal es of 
organic produ ce in the EU  for pineapples, and Dole's sales in this area are 
minimal, with a total turnover for organ ic pineapples in the EU  at EUR  […] 
in 2017. Dole does not track the sales of its organic pineapples .183 As such the 
Commission considers that it is not nec essary to define a separate  product marke ts 
for organic pineapples, since no serious doubts arise under any plausible market 
definition . 
7.1.2.  Relevant geographic market  
7.1.2.1.  Parties' arguments  
(180)  The Parties submit that the geographic market  for pineapples is at least 
EEA -wide. They argue that wholesale prices are homogenous and pineapples can 
be purchase d and transported from any country, as transport ation of  pineapples 
over longer distances is easier than for bananas given their less delicate nature .  
7.1.2.2.  Commission asses sment  
(181)  The Chiquita /Fyffes precedent found ar guments both in favour of an EU -wide 
market for pineapples (no obstacles in sourcing them from other Member States) 
and also against (for instance, price differe nces and price negotiations which take  
place at Member State level). The market definition for the import and supply of 
pineapples was ultimately left open .184  
                                                 
181  Replies to question A.C.B.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Replies to 
question 15 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables ; Replies to question 11 of 
Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit . 
182  Replies to question 31 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables ; Minutes of a 
conference call with a customer, 16 May 2018, 11.15 ; Minutes of a conference call with a c ustomer, 
5 July 2018, 1 0.30; Minutes of a conference call with a customer, 23 May 2018, 11.00.  
183  Form CO, paragraph 48.7, footnote 165.  
184  Case M.7220 – Chiquita Brands International/Fyffes , recitals 372 -375. 
 
35 (182)  The market investigation  in the present case  indicated that customers in Sweden 
and Denmark do consider competitor firms in other count ries to Dole and Total 
Produce in the supply of pineapples, with suppliers from Germany and the 
Netherlands  being the most frequently cited .185 Customers were comfortable that 
these alternate suppliers would be able to provide products of sufficient quality 
and quantity .186 Furthermore, there is no evidence of trade barriers impeding 
activity ,187 and respondents stated that they would not anticipate any difficulty 
entering any particular country in the EU if they wished .188 
(183)  On the other hand, the majority of custom ers recognise a difference in prices 
between EU countries189, and transport costs form a large proportion of final costs 
for customers. This suggests that location in the EU does matter, and that firms 
have an incentive to source closer to their final locati on. 
(184)  The Commission considers that the exact geographic  market definition for the 
import and supply of pineapples can be left open, as no serious doubts arise under 
any p lausible  market definition , including separate national geographic markets 
for pineappl es. 
7.1.3.  Conclusion  
(185)  For the purposes of its assessment of the present Transaction, the Commission 
analyses the markets for the import and supply of pineapples , for which the 
geographic market is national, although the market definition can be left open as 
no serious doubts arise under any plausible market definition . 
7.2. Assessment of potential  horizontal  non-coordinated effects  
7.2.1.  Parties' arguments  
(186)  The Parties argue that they are constrained by a large number of competitors in all 
affected  markets , including at lea st all key banana suppliers given the similarity 
of the banana and pineapple supply chains, as well as some additional competitors 
who supply other fresh fruit.  
(187)  In Sweden, where the Parties have the highest combined market share ( [70-80]%) 
the Parties cla im that the four large retailers, ICA, Coop, Bergendahls and Axfood 
can and do readily constrain any attempt by their suppliers to increase prices or 
lower quality in an anti -competitive manner . The Parties argue that due to the size 
and the volume of thei r orders, the suppliers' market share mirrors the retailers' 
market share, and that supply contracts are negotiated annually with the threat of 
                                                 
185  Replies to question A.D.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad;  Replies to 
question 19 and question 50 of Questionnaire  2 to Customers – Fresh Fruit/Vegetables . 
186  Replies to question A.E.C. 1.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Replies 
to question  50.3 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables . 
187  Replies to question A.D.2.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad;  Replies to 
question 20.3 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables;  Replies to question 20.3 of 
Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
188  Replies to question 27.2 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
189  Replies to question A.D.6.3 Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Replies to 
question 23.3 and 24.3 of Questionnaire 3 to Competit ors – Bananas/Other Fresh Fruit (but for 
'other fruit and veg').  

 
37 Transaction would have no impact on the market for the import and supply of 
pineapples in Sweden190.  
(193)  In the course of the Commission's investigation, several competitors have noted 
that the supply of pineapples (in Sweden and in the EU more generally) is 
"abundant " or " plentiful ", with " a large number of independent 
growers/exporters " present on the market, which has " good logistic links and low 
barriers to entry ".191 
(194)  On the one hand, the marke t for pineapples in Sweden is small, at approximately  
EUR 5 million192, and on the other, there are a number of competitors present on 
the market who are able to exert a competitive constraint on the merged entity. 
One Swedish retailer explained that "sourci ng and logistics are in general easier 
[for pineapples] than for bananas"193 (referring to the  fact that pineapples do not 
require ripening as bananas do) , and another noted  that "the market for pineapples 
is more fluid than the market for bananas, simply by  virtue of these simpler 
distribution requirements" .194 This allow s retailers "greater degrees of 
freedom"195 with respect to procurement and sourcing.   
(195)  Competitors that are able to supply pineapples in Sweden are global competitors 
Chiquita, Del Monte and Fyffes. Regional competi tors, such as Bama and 
Swedish banana suppliers Ewermann (Greenfood) and KA Lundbladh also have 
the potential of expanding into pineapples.196 According to the market 
investigation, these companies and others, including  competitors fr om Denmark 
(at least 5 to 6 according to one customer197), the Netherlands and Germany198 are 
ready and able to supply pineapples to Sweden if required.  The vast majority of 
retailers that responded to the Commission's questionnaire consider that they 
would be  able to procure pineapples of sufficient quantity and quality from 
suppliers other than the Parties in Sweden.199   
(196)  The Commission therefore concludes that there are a number of actual and 
potential suppliers of pineapples that would be able to exert a comp etitive 
constraint in Sweden after the proposed Transaction.  
(197)  In addition, as noted at recital (93), the Swedish retail market is highly 
concentrated and the market investigation found evidence of countervailing buyer 
power regarding the purchase of bananas. On the basis that the sourcing of 
pineapples is even easier than sourcing of bananas (see recital (194) ) and the 
                                                 
190  Replies to question A.F.B.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; Minutes 
of conference call with a customer, 8 May 2017, 14.00.  
191  Replies to question 62.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit; Minutes of 
conference call with a customer, 8 May 2017, 14.00.  
192  Annex 7.4 to the Form CO (rounding errors may exist).  
193  Minutes of a conference call with a customer, 8 May 2018, 14.00.  
194  Minutes of a conference call with a customer, 23 May  2018, 11.00.  
195  Minutes of a conference call with a customer, 23 May 2018, 11.00.  
196  Replies to question A. E.C.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad ; 
Replies to question 62.1 of Questionnaire 3 to Competitors – Bananas/Other Fresh F ruit. 
197  Minutes of a conference call with a customer, 16 May 2018, 11.15.  
198  Replies to question A.E.C.1 of Questionna ire 1 t o Cust omers – Fresh Fruit/Bagged Salad.  
199  Replies to question A.E.C.1 and question A.E.C.1.3 to Questionnaire 1 to Customers – Fresh 
Fruit/Bagged Salad.  
 
38 actual or potential suppliers of pineapples in Sweden are the same as those for 
bananas, the Commission considers that countervailing buye r power is also likel y 
to be present as regards the purchase of pineapples . Further, a  number of Swedish 
retailers have also  provided examples of switching suppliers of fruit, including 
pineapples, in the past five years.200 
7.2.2.2.  Other affected markets  
(198)  Similarly, there was no anticipated negative impact201 by the majority of 
respondents in the market for pineapples in the other affected markets, revealing 
very little concern on the part of the market respondents.  
(199)  In the Czech Republic (combined  market share of [20-30]%) and Spain 
(combined market share of [20-30]%), the market investigation confirmed the 
presence of a number of competitors  who would be able to exert a competitive 
constraint on the Parties202. Customers  were able to name several alternate 
suppliers  who would be able to supply them with pineapples of quantity and 
quality sufficient for their needs ,203 and indeed some suggested that they regularly 
engage in  multi -sourc ing,204 indicating that there is a significant degree of buyer 
power . One customer noted that "the EU pineapple market is very competitive 
with lots of new entrants which have become active on the market in recent 
years"205, suggesting a dynamic and competitive market environment.  
Furthermore, several customers in the Czech Republic have indicated that they 
have switched pineapple suppliers in the past five yea rs.206 
(200)  All respondents of the market investigation further suggested that they should be 
able to expand under short notice without significant additional cost in these 
markets207. Some respondents were able to confirm their own successful 
expansion into new EU  countries such as the Czech Republic,208 further 
indicating ease of entry.  
(201)  With respect to Lithuania, Austria, and Germany in particular  (combined market 
shares of [30-40]%, [20-30]%, and [20-30]% respectively), the Commission notes 
that the increment accru ed by the proposed Transaction is limited  ([0-5]% 
and [0-5]% in Germany and Austria and [5-10]% in Lithuania) . In Lithuania, 
Total Produce has sales of EUR […], and [details of Total Produce's supply 
arrangements in Lithuania] . A similar  situation is seen in Austria and Germany, 
with increments from Total Produce of less than EUR […] and EUR […] in each 
country respectively.  
                                                 
200  Replies to question A.E.C.4 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad.  
201  Replies to question 57 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables ; Replies to 
question 71 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
202  Replies to question 50 of Questionnaire 3 to Customers – Fresh Fruit/Vegetables  to Customers – 
Fresh Fruit/Vegetables  
203  Replies to question 50 and question 50.3 of Questionnaire 2 to Customers – Fresh Fruit/Vegetables.  
204  Replies to question 51 of Questionnaire 2 t o Customers  – Fresh Fruit/Vegetables.  
205  Replies to question  71.1 Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
206  Replies to questio n 51 of Questionnaire 2 to Customers – Fresh  Fruit/Vegetables.  
207  Replies to question  62 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
208  Replies to question  19 of Questionnaire 3 to Competitors – Bananas/Other Fresh Fruit.  
 
39 7.2.3.  Conclusion  
(202)  On the basis of the above, the Transaction does not raise serious doubts as to its 
compatibility with the internal market as regards its impact on competition for the 
markets for the  import and  supply of pineapples in Sweden, the Czech Republic, 
Spain, Lithuania, Germany or Austria , due to horizontal non -coordinated effects . 
8. OTHER FRUIT AND VEGE TABLES  
(203)  Dole is principal ly active in bananas and pineapples. However, due to Dole's 
controlling stake in a Swedish wholesaler, Saba Fruit & Grönt AB, the Parties ' 
activities overlap in the supply of  a number of other fruit and vegetables in 
Sweden.  
(204)  The Parties' activities lead t o affected markets  in the supply of the following  other 
fruit and vegetables in Sweden : apples and pears (Total Produce [20-30]%, 
Dole  [5-10]%), citrus fruits (Total Produce [20-30]%, Dole [0-5]%), grapes 
(Total  Produce [20-30]%, Dole  [0-5]%), stone and soft fruits (Total 
Produce  [20-30]%, Dole [0-5]%), exotics (Total Produce [20-30]%, 
Dole  [0-5]%), tomatoes (Total Produce [30-40]%, Dole [0-5]%).  
8.1. Relevant product market  
8.1.1.  Parties' arguments  
(205)  The Parties submit that the market for other fresh fruit and vegetables  should not 
be distinguished further  into different categories.  
(206)  They argue that most suppliers are capable of supplying the full range of fruits 
and vegetables, or at least a large array, and that  'specialist' wholesalers are not 
typical. Th ey suggest  that the handling of the each fruit or vegetable type is close 
to identical, with minor differences that may be accommodated in any warehouse.  
(207)  The Parties explain  that this is further reflected by  their internal organisational 
structure . Total Produce's sales organisation is [details of Total Produce's internal 
organisational structure] , while Dole  has [details of Dole's internal organisational 
structure] . 
8.1.2.  Commission assessment  
(208)  A large body of precedent s209 separate the markets for fresh f ruit and vegetables , 
based on the significant differences in characteristics, prices and intended use s of 
each, suggesting an absence  of sufficient demand -side substitutability . 
Nevertheless, the exact market definition has remained open to date  in this 
respect .210 
                                                 
209  Case COMP/ M.5201 – Total Produce/Haluco , recitals 14 -15; Case COMP/ M.4216 – CVC/De 
Weide Blik/Bocchi , rectials 15 -20.  
210  With the exception of bananas,  which have been defined as separate. See case  M.7220 – Chiquita 
Brands International/Fyffes .  
 
40 (209)  In CVC/  De Weide Blik/  Bocchi , the Commission identified various categories of 
fruit, namely bananas, deciduous fruit, citrus fruit, stone fruit, berries/soft fruit, 
kiwi fruit and tropical fruit , leaving the exact market definition open . The market 
investigation for this case however found some degree of substitutability , 
demonstrating among other things that consumers tend to spend a fixed amount of 
money on 'fruits ' as a whole , and that in the event of  a price increase for a certain 
fruit or vegetable  type,  they would be likely to simply switch to another . 
(210)  Furthermore, distinct markets are established for the import/production versus 
wholesale aspects of the process, on the basis that the customers for both differ 
(typically wholesalers or retailers at the import/production level and smaller 
wholesalers, restaurants, hospitals , etc. at the wholesale level).211 Market 
investigations in previous cases have broadly indicated this, although some note 
that the distinction becomes less important as larger customers such as retail 
chains increasingly purchase  directly from importers/producers . 
(211)  Customers stated in the market investigation in the present case that they asked 
suppliers for quotes for different categories of fruit and vegetable separately212, 
and two thirds were of the view that wholesalers did to some extent specialise, 
without supplying the whole portfolio  of fresh fruits and vegetables .213 
(212)  Questions regarding the demand -side substitutability of the different fresh fruit 
and vegetable catego ries did not result in a conclusive answer.214 In any event, the 
exact market definition for the supply of fresh fruit and vegetables may be left 
open as no serious doubts arise under any plausible  market definition.  
8.2. Relevant geographic market  
(213)  Although t he Parties  provided market shares on a national basis, they argue in 
favour of  an EEA -wide market.  
(214)  This i s also supported by Commission precedents.215 
(215)  The present  market investigation also indicated that the source of all different 
fruit and vegetables can be and often are located outside the country of sale.216 
Respondents were unable to  identify any barriers to trade within the EU .217  
(216)  Nevertheless, the geographic market definition can be left open as no serious 
doubts arise  under any plausible market definition,  including a national Swedish 
market.  
                                                 
211  Case COMP/M.1409 – Fyffes/Capespan , recitals 24 and 27 ; Case COMP/M.5199 – De Weid e 
Blik/Atlanta  recital 10; C ase COMP/M.4896 – CVC/Katope , recitals 12 -3.  
212  Replies to question A.C.C.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
213  Replies to question A.C.C.4 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
214  Replies to question A.C.C.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
215  Case COMP/ M.4216 – CVC /De Weide Blik /Bocchi , recitals 28 -9. 
216  Replies to question A.D.1  of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
217  Replies to question A.D.2  of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
 
41 8.3. Conclusion  
(217)  For the purposes of its assessment of the present Transaction, the Commiss ion 
analyses the markets for all fresh fruit and vegetables and also the narrower fruit 
and vegetable categories , for which  the geogr aphic market is national, although 
the market definition can be left open as no serious doubts arise under any 
plausible market definition . 
8.4. Assessment of potential  horizontal  non-coordinated effects  
(218)  Assuming an EU -wide market for fresh frui t and vegetables , the Transaction  does 
not lead to affected markets.  
(219)  However, when considering  narrower fruit and vegetable categories, a ffected 
markets arise in Sweden where combined market shares are [40-50]% in  exotic 
fruit, [30-40]% in  tomatoes , [30-40]% in  deciduous fruit, [20-30]% in  grapes, 
[20-30]% in stone and soft fruits and [20-30]% in citrus fruit. However, it must be 
noted that Dole's market presence [comparison between the Parties]  of Total 
Produce  and increments do not exceed  [0-5]%. 
(220)  The Parties a rgue that the concentrated customers on the retail market in Sweden, 
Dole's marginal position and no overlap between the Parties customers all 
indicate the absence of a competition problem. The Parties also add that Total 
Produce's high market shares are m erely a result of them having contracts with 
[customer names] , two of the four large retailers.  
(221)  The market investigation has not revealed any concerns related to the supply of 
other fruits and vegetables in Sweden.218 
(222)  A number of competitors were confirmed to be present in Sweden in the market  
investigation  who would be able to exert a competitive constraint on the 
Parties .219 Furthermore, there are no evident barriers to trade220, allowing fresh 
fruit and vegetables to currently be sourced  from a number of coun tries221, and 
several indeed source directly from growers themselves, including apples and 
pears and stone and soft fruit in particular . Customers regarded these alternat ive 
suppliers as being able to provide produce of sufficient quantity and quality222. 
These results indicate that there exists ample competitive activity in the market 
that is likely to exert an adequate amount of competitive constraint on the 
merging entity.  
(223)  On the basis of the above, the Transaction does not raise serious doubts as to its 
compatib ility with the internal market with  regards its impact on competition for 
the markets for the supply of other  fruit and vegetables, including  in Sweden , due 
to horizontal non -coordinated effects.  
                                                 
218  Replies to question A.F.C.1  of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
219  Replies to question  A.E.C. 1 of Questionnaire 1 to Customers – Fresh Fruit/B agged Salad . 
220  Replies to question  A.D. 2.3 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
221  Replies to question  A.D.1 of Questionnaire 1 to Customers – Fresh Fruit/Bagged Salad . 
222  Replies to question  A.E.C.3 of Questionnaire 1 to Customers  – Fresh Fruit/Bagged Salad . 
 
42 9. PROPOSED REMEDIES  
9.1. Framework for the Commission a ssessment  
(224)  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 
concentration so as to remove the grounds for the serious doubts identified by the 
Commis sion 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 . 
(225)  As set out in the Commission Notice on Remedies,223 commitments have to 
eliminate the Commission 's serious doubts entirely, they have to be 
comprehensive and effective from all points of view . 
(226)  In assessing whether or not commitments will restore effective competition, the 
Commission considers all relevant factors, including the type, scale and scope of 
the proposed commitments, with reference to the structure and particular 
characteristics of the market in which the Commission has identified serious 
doubts as to the compatibility of the notified concentration with the internal 
market, including the po sition of the Parties and other participants on the 
market .224 
9.2. Commitments submitted by the Parties  
(227)  In order to address the serious doubts raised by the Transaction in the market for 
bagged salad in Sweden with a view to rendering the concentration compatib le 
with the internal market, the Parties have modified the notified concentration by 
submitting to the Commission proposed commitments . 
(228)  The Parties submitted two sets of commitments. Notably, the Parties formally 
submitted a remedy proposal on 9 July 2018 (the 'Initial Commitments'). After the 
Commission gathered the views of market participants on the Initial 
Commitments (the 'market test'), and informed the Parties of the remaining 
serious doubts raised by the Transaction, the Part ies submitted a revised remedy 
proposal on 20 July 2018  (the 'Final  Commitments')   
(229)  The Commission considers the Final Commitments sufficient to ensure that, if 
implemented, the Transaction no longer raises serious doubts as to its 
compatibility with the internal market. The Final  Commitments are annexed to 
this decision and form an integral part of the decision . 
                                                 
223  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").  
224  Commission Notice on Remedies, pa ragraph  12. 
 
43 9.2.1.  Initial Commitments  
(230)  The Initial Commitments proposed by Total Produce and Dole consist ed of the 
divestment of Saba Fresh Cuts AB, a Swedish legal entity currently wholly -
owned by Dole and running a bagged salad plant in Helsingborg, Sweden 
("Divestment Business"). The Divestment Business included : 
(a) a washed bagged salad production plant, located in Helsingborg  (Sweden) ; 
(b) all licenses permits and authorisations issued by any g overnmental 
organization or other body for the benefit of the Divestment Business and 
allowing it to operate its business ; 
(c) all customer and supplier con tracts and agreements;  
(d) all personnel currently working at the bagged salad product plant ; 
(e) one employee ( the [senior employee]  of the Divestment Business) as Key 
Personnel ;  
(f) a licence to use the DOLE brand for a transitional period of two years, at 
the request of the purchaser ;  
(g) transitional services, comprising HR, IT, finance support, use of the 
Enterprise Resource Planning ("ERP") system , to be provided by the 
Parties  on equivalent terms to those currently provided to the Divestment 
Business,  at the request of the purchaser.  
(231)  In addition 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 truste e. 
9.2.2.  The Commission’s market test  
(232)  The Commission launched a market test of the  Initial Commitments on 
10 July 2017.  
(233)  In ge neral, the view of the market test respondents was that the Initial 
Commitments could remedy the serious doubts identified by the Commiss ion in 
the market for washed bagged salad in Sweden ,225 subject to the modification of 
one specific element of the Initial Commitments.  
(234)  In particular, customers and competitors considered that additional positions 
should be added as key personnel to ensure t he viability and competitiveness of 
the Divestment Business. The additional positions identified were: Plant 
                                                 
225  Replies to question 11  of Market Test Questionnaire  on commitments offered by Total Produce and 
Dole.  
 
44 Manager; Operations Manager; Production Manager; Sales and Marketing 
Manager; Product Development; and equipment maintenance engineers.226 
(235)  In all oth er respects, respondents considered that the Divested Business  include s 
all necessary assets and would be able to compete effectively with the Parties 
after the Transaction . All respondents to the market test considered that the 
Divestment Business was suf ficiently interesting to attract suitable purchasers, 
with one noting that the Divestment Business: "… is a good plant with efficient 
production ."227 
9.2.3.  The Final Commitments  
(236)  The Final Commitments have been modified  vis-à-vis the Initial Commitments 
described in  Section 9.2.1  mainly as follows:  
(a) 12 additional Key Pe rsonnel have been added, with the following 
positions: Purchase Manager; Product & Marketing Manager; Sales 
Manager; Key Account Manager; Plant Manager;  Production Supervisor; 
Quality Manager; Product Development Manager; Production Planner; 
Production Controller; Maintenance Manager; and Technical Manager.  
(b) the transfer of the  ERP system , which is currently used exclusively by the 
Divestment Business, wil l be included in the Divestment Business  at the 
request  of the purchaser.  
9.3. The Commission assessment  
(237)  The Commission considers that the Final Commitments set aside the serious 
doubts raised by the Transaction entirely because they remove the entire overlap 
between the Parties in bagged salad in Sweden,  the market  in which  serious  
doubts were raised. The Co mmission also finds that the modifications contained 
in the Final Commitments and described at Section  9.2.3  above address the 
outstanding issues, as identified in the course of the market test, related to the 
viability and competitiveness of the Divestment Businesses.  In particular  the 
Final Commitments : 
(a) consist of the removal of the entire overlap between the Parties' activities 
in bagged salad in Sweden. The Dives tment Business is significantly 
larger than the bagged salad business of Total Produce in Sweden , with  an 
estimated market share of [50-60]% in bagged salad in Sweden, as  
compared to the estimated [20-30]% market share achieved by Total 
Produce in the same  market ;  
(b) ensure the continued competitiveness and viability of the Divestment 
Business. T he Final Commitments consist of the divestment of a 
standalone business, with no long term links to Dole.228 The Divestment 
Business is profitable  and currently operati ng successfully , with EUR  […] 
                                                 
226  Replies to question 8 of Market Test Questionnaire offered by Total Produce and Dole .  
227  Reply  to question 11 of Market Test Questionnaire offered by Total Produce and Dole .  
228  Transitional services  for back -office functions comprising HR, IT and  finance support  will however 
be provided by the Parties if requested by the Purchaser.  
 
45 in revenues and an EBITDA of EUR […] in 2017 .229 In the Final 
Commitments, additional Key Personnel have been added covering all key 
functions in the Divestment Business , ensuring that it will con tinue to  be 
run effectively ;  
(c) are likely to attract suitable purchasers. Respondents to the market test 
considered that the Divestment Business was sufficiently interesting to 
attract suitable purchasers and a number of respondents expressed an 
interest in purchasing the Divestment Busin ess.230 
(238)  For the reasons outlined above, the Commission considers that the Final 
Commitments entered into by the undertakings concerned are sufficient to 
eliminate the serious doubts as to the compatibility of the Transaction with the 
internal market with res pect to the market for bagged salad in 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.  
10. CONDITIONS AND OBLIG ATIONS  
(239)  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 Com mission's decision 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 Merger 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.  
(240)  In accordance with the basic distinction between conditions and obligations, the  
commit ments in Sections 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 commi tments 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.  
(241)  The full text of the Final Commitments is attached to this De cision as the Annex 
and forms an integral part of this Decision . 
                                                 
229   Form RM and response to R FI dated 9 July, question 4.  
230  Replies to question s 11 and 15  of Market Test Questionnaire on commitments offered by Total 
Produce and Dole . 
 
46 11. CONCLUSION  
(242)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the Final C ommitments  and to declare it compatible 
with the internal market, subject to full compliance with the conditions in 
Sections 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 
Final C ommitments. This decision is adopted in appl ication 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 
 Annex  
20/07/2018  
 
 
Case M. 8829 – Total Produce / Dole Food Company  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Total Produce plc and DFC Holdings, LLC., including its wholly -owned 
subsidiary Dole Food Company, Inc. (“ Dole ”), (together, the “ Notifying Parties ”) and 
Dolicious Corporation, Castle & Cooke Holdings, Inc. and The David H. Murdock Living 
Trust Dated May 28, 1986, As Amended (the  “DHM Parties ”), (together, “ the Parties ”), 
hereby enter into the following Commitments (the “ Commitments ”) vis - à-vis the European 
Commission (the “ Commission ”) with a view to rendering the acquisition of joint control 
over Dole as a joint venture (the “ Concentration ”) compatible with the internal market and 
the functio ning of the EEA Agreement.  
This text shall be interpreted 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 (E C) No 802/2004 (the “ Remedies 
Notice ”). 
  
 
  2 
 Section A.  Definitions  
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 th e 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 
betwee n undertakings (the " Consolidated Jurisdictional Notice "). 
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, 
paragraphs 5(a) to (d)  and 6(a) and (b) and described more in detail in Schedule A.  
Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
Closing Period : the period of […] 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 Trustee's objectivity and  
independence in discharging its duties under the Commitments.  
Decision: 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.  
DHM Parties: Dolicious Corporation, Castle & Cooke Holdings, Inc. and The David H. 
Murdock Living Trust Dated May 28, 1986, As Amended, the affiliated undertakings of 
DFC Holdings, LLC.  
Divestment Business : Saba Fresh Cuts AB, a company incorporated under S wedish law and 
having its registered office at Torbonav 13 B, 250 15 Helsingborg (Sweden) as defined in 
Section B and in Schedule A . 
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Part ies and who has/have received from the Parties the 
exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum 
price.  
Dole: DFC Holdings, LLC, a company incorporated under the Laws of the State of 
Delaware, United States of America, with registered office in One Dole Drive, Westlake, 
CA 91362, United States of America and its wholly -owned subsidiary Dole Food Company, 
Inc., a company incorporated under the laws of North Carolina, US with registered office at 
One Dole Drive, W estlake Village, CA 91362, United States of America.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period : the period of […] from the Effective Date.  
 
  3 
 Hold Separate Manager : the person appointed by the Parties for the Divestment Bu siness 
to manage the day -to-day business under the supervision of the Trustee.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in Schedule A , including the Hold Separate Manager.  
Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Parties, and who has/have the duty to monitor the Parties’ 
compliance with the conditions and obligations attached to the Decision.  
Parties:  the Notifying Parties and the DHM Parties.  
Personnel : all staff currently employed by the Divestment Business.  
Purchaser : the entity approved by the Commission as acquirer of the Divestment 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 
Purchaser must fulfil in order to be approved by the Commission.  
Saba Shared Service Center : a wholly -owned subsidiary of Dole, which provides back 
office support func tions to the Divestment Business, as described in Schedule A.  
Schedule A : the schedule to these Commitments describing more in detail the Divestment 
Business.  
Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Total Produ ce: Total Produce plc, a company incorporated under the laws of Ireland, with 
its registered office at 29 North Anne Street, Dublin 7, D07 PH36, Republic of Ireland.  
Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period . 
  
 
  4 
 Section B.  The commitment to divest and the Divestment Business  
Commitment to divest  
2. In order to maintain effective competition, the Parties commit to divest, 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 16 of these Commitments. To 
carry out the divestiture, the Parties commit to find a purchaser and to enter int o a final 
binding sale and purchase agreement for the sale of the Divestment Business within the 
First Divestiture Period. If the Parties have not entered into such an agreement at the end 
of the First Divestiture Period, the Parties shall grant the Divest iture Trustee an 
exclusive mandate to sell the Divestment Business in accordance with 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, the Parties or the Divestiture Trustee 
have/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 wi th 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 Period.  
4. In order to maintain the structural effect of the Commitments, the Parties shall, for a 
period of ten  (10) 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 
submiss ion of a reasoned request from the Parties 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 th at the absence of influence over the Divestment Business is no longer 
necessary to render the proposed concentration compatible with the internal market.  
Structure and definition of the Divestment Business  
5. The Divestment Business consists of Saba Fresh Cuts AB, a Swedish legal entity 
currently wholly -owned by Dole and running a bagged salad plant in Helsingborg, 
Sweden. The legal and functional structure of the Divestment Business as operated to 
date is desc ribed in Schedule A . The Divestment Business, described in more detail in 
Schedule A , includes all assets and staff that contribute to the current operation or are 
necessary to ensure the viability and competitiveness of the Divestment Business, in 
particu lar: 
(a) all tangible and intangible assets (including intellectual property rights, as specified 
in paragraph 6(a));  
(b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
 
  5 
 (c) all contracts, co mmitments and customer orders of the Divestment Business; all 
customer, credit and other records of the Divestment Business; and  
(d) the Personnel.  
6. In addition, unless otherwise agreed with the Purchaser, the Divestment Business shall 
have the benefit, for a t ransitional period of up to two (2) years after Closing and on 
terms and conditions equivalent to those at present afforded to the Divestment Business, 
of:  
(a) the right to use DOLE brand granted by Dole Food Company, Inc., via a temporary 
trademark licence; and 
(b) all current arrangements under which Dole or its Affiliated Undertakings supply 
products or services to the Divestment Business, as detailed in Schedule A, unless 
otherwise 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 
the relevant business unit/division within Dole providing the product/service.  
Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
7. From the Effective Date until Closing, the Parties shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the 
Divestment Busin ess, 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 might have a significant adver se 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 procu re to make available, sufficient resources for the 
development of the Divestment Business, on the basis and continuation of the 
existing business plans of the Divestment Business;  
(c) to take all reasonable steps, or procure that all reasonable steps are bein g 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, 
individu al 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 Trustee. The Parties shall 
demonstrate to the Commiss ion 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 Monitoring Trustee, who 
shall report to the Commission.  
 
  6 
 Hold -separa te obligations  
8. The Parties commit, from the Effective Date until Closing, to keep the Divestment 
Business separate from the businesses that the Parties will be retaining and to ensure that 
unless explicitly permitted under these Commitments: (i) management  and staff of the 
businesses retained by the  Parties shall have no involvement in the Divestment Business; 
(ii) the Key Personnel and Personnel of the Divestment Business have no involvement in 
any businesses retained by the Parties and do not report to an y individual outside of the 
Divestment Business.  
9. Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable entity separate from the 
businesses which the Parties are retaini ng. Immediately after the adoption of the 
Decision, the Parties 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 bus iness with a view to ensuring its 
continued economic viability, marketability and competitiveness and its independence 
from the businesses retained by the Parties. 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 7(c) of these Commitments. The Commission may, 
after having heard the Parties, require the Parties to replace  the Hold Separate Manager.  
10. To ensure that the Divestment Business is held and managed as a separate entity the 
Monitoring Trustee shall exercise the Parties’ rights as shareholders in the legal entity or 
entities that constitute the Divestment Business (e xcept for its rights in respect of 
dividends that are due before Closing), with the aim of acting in the best interest of the 
business, which shall be determined on a stand -alone basis, as an independent financial 
investor, and with a view to fulfilling th e Parties’ obligations under the Commitments. 
Furthermore, the Monitoring Trustee shall have the power to replace members of the 
supervisory board or non -executive directors of the board of directors, who have been 
appointed on behalf of the Parties. Upon request of the Monitoring Trustee, the 
applicable Parties’ board members shall resign as a member of the boards or the Parties 
shall cause such members of the boards to resign.  
Ring -fencing  
11. The Parties  shall implement, or procure to implement, all necessary measures to ensure 
that they do not, after the Effective Date, obtain 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 compromising the viability of the Divestment Business. This 
commitment is without prejudice to the Parties’ ability to obtain or keep information 
relating to the Divestment Business which is reasonably necessary for the divestiture of 
the Divestment Business or the disclosure or retention of which to or by the Parties is 
required by law including but not limited to information required for accounting 
purposes.  
 
  7 
 Non-solicitation clause  
12. The Pa rties 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 two (2) years 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 suffi cient 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. The Parties shall submit written reports in English on poten tial 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 Effective Date (or otherwise at the  Commission’s 
request). The Parties 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 copy of all the offers mad e by potential purchasers 
within five days of their receipt.  
15. In the event the Parties decide to establish a data room, the Parties shall inform the 
Commission and the Monitoring Trustee on the preparation of the data room 
documentation and the due diligenc e procedure. The Parties shall also submit a copy of 
any 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 the Parties and their 
Affiliated Undertakings (this being assessed having regard to the situation 
following the divestiture).  
(b) The Purchaser shall have th e financial resources, proven expertise and incentive to 
maintain 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 Purchase r must neither be likely 
to create, in light of the information 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 b e 
 
  8 
 expected to obtain all necessary approvals from the relevant 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 Divestme nt Business shall be conditional on the Commission’s 
approval. When the Parties have reached an agreement with a purchaser, they shall 
submit a fully documented and reasoned proposal, including a copy of the final 
agreement(s), within one week to the Commi ssion and the Monitoring Trustee. The 
Parties 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 
with the Commission's Decision and the Commi tments. For the approval, the 
Commission shall verify that the purchaser fulfils 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. The 
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 perso nnel, if this does not affect 
the viability and competitiveness of the Divestment Business after the sale, taking 
account of the proposed purchaser.  
Section E.  Trustee  
I. Appointment procedure  
18. The Parties shall appoint a Monitoring Trustee to carry out the fu nctions specified in 
these Commitments for a Monitoring Trustee. The Parties commit not to close the 
Concentration before the appointment of a Monitoring Trustee.  
19. If the Parties have not entered into a binding sale and purchase agreement regarding the 
Dive stment Business one month before the end of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by the Parties at that time or thereafter, 
the Parties shall appoint a Divestiture Trustee. The appointment of the Divestiture 
Trustee shall take effect upon the commencement of the Trustee Divestiture Period.  
20. The Trustee shall:  
(i) at the time of appointment, be independent of the Parties 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 Trustee shall be remunerated by the Parties in a way that does not impede the 
independent and effective 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.  
 
  9 
 Proposal by the Parties  
22. No later than one week after the Effective Date, the Parties shall submit the name or 
names of one or more natural or legal persons whom the Parties propose to appoint as 
the Monit oring 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, the Parties shall 
submit a list of one or more persons whom the Parties propose to appoint 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 20 and shall include:  
(a) the full terms of the p roposed mandate, which shall include all provisions necessary 
to enable the Trustee to fulfil its duties under these Commitments;  
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned tasks;  
(c) an indication 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, the Parties shall 
appoint or cause to be appointed the person or persons concer ned as Trustee, in 
accordance with the mandate approved by the Commission. If more than one name is 
approved, the Parties shall be free to choose the Trustee to be appointed from among the 
names approved. The Trustee shall be appointed within one week of t he Commission’s 
approval, in accordance with the mandate approved by the Commission.  
New proposal by the Parties  
24. If all the proposed Trustees are rejected, the Parties 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.  
Trustee nominated by the Commission  
25. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom the Parties sh all 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 the Commitments. The Commissio n may, on its own initiative or at the 
request of the Trustee or the Parties, give any orders or instructions to the Trustee in 
order to ensure compliance with the conditions and obligations attached to the Decision.  
 
  10 
 Duties and obligations of the Monitorin g 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 keeping separate of 
the Divestment Business from the businesses retained by the P arties, 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 11 of these Commitments;  
(c) with respect to Confidential Information:  
 deter mine all necessary measures to ensure that the Parties do not 
after the Effective Date obtain any Confidential Information relating 
to the Divestment Business, in accordance with paragraph 11,  
 in particular strive for the severing of the Divestment Busines s’ 
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 relating to the 
Divestment Business obtained by the Parties befo re 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 dis closure is required by law.  
(d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and Parties or their 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 the Divestment Business, the 
holding separate of the Divestment B usiness and the non -disclosure of 
competitively sensitive information;  
 
  11 
 (iv) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, dependent on the stage of the divestiture process:  
(a) potential purchasers receiv e 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;  
(vi) provide to the Commission, sending the Parties a non -confidential copy at the 
same time, a wr itten 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 h eld 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 the Parties a non -
confidential copy at the same time, if it concludes on reas onable grounds that 
the Parties are 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 the 
Parties a non -confidential copy a t the same time, a reasoned opinion as to the 
suitability and independence of the proposed purchaser and the viability of the 
Divestment Business after the Sale and as to whether the Divestment Business 
is sold in a manner consistent with the conditions an d obligations attached to the 
Decision, in particular, if relevant, whether the Sale of the Divestment Business 
without one or more Assets or not all of the Personnel affects the viability of the 
Divestment Business after the sale, taking account of the pr oposed purchaser;  
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision.  
28. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and t he Divestiture Trustee shall cooperate closely with each other 
during and for the purpose of the preparation of the 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) 
 
  12 
 such terms and condit ions 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 customary representations and warranties and indemnities as 
are reasonably required to effect the sale of the Divestment Business. The Divestiture 
Trustee shall protect the legitimate financial interests of the Parties, subject to the 
Parties’ unconditional obligation to divest at no minimum price in the Trustee 
Divestiture Perio d. 
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 the Parties.  
III. Duties and obligations of the Parties  
31. The Parties shall provide and shall cause their advisors to provide th e Trustee with all 
such co -operation, assistance and information as the Trustee may reasonably require to 
perform its tasks. The Trustee shall have full and complete access to any of the Parties’ 
or the Divestment Business’ books, records, documents, manag ement or other personnel, 
facilities, sites and technical information necessary in each case for fulfilling its duties 
under the Commitments and the Divestment Business shall provide the Trustee upon 
request with copies of any document. The Parties and the  Divestment Business shall 
make available to the Trustee one or more offices on their premises and shall be 
available for meetings in order to provide the Trustee with all information necessary for 
the performance of its tasks.  
32. The Parties shall provide th e 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 support 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 purchasers, in particular give the 
Monitoring Trustee access t o the data room documentation, if applicable, and all other 
information granted to potential purchasers in the due diligence procedure, if any. The 
Parties shall inform the Monitoring Trustee on possible purchasers, submit lists 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.  The Parties 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 
Trustee 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, the Parties shall cause the documents required for effecting the sale 
and the Closing to be duly executed.  
34. The Parties  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 the Parties for, any liabilities 
 
  13 
 arising out of  the performance of the Trustee’s duties under the Commitments, except to 
the extent that such liabilities result from the wilful default, recklessness, gross 
negligence or bad faith of the Trustee, its employees, agents or advisors.  
35. At the expense of the Parties, the Trustee may appoint advisors (in particular for 
corporate finance or legal advice), subject to the Parties’ 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 the Parties refuse to approve the advisors proposed by the Trustee the 
Commission may approve the appointment of such advisors instead, after having heard 
the Parties. Only the Trustee shall be entitled to issue instructions to its advisors. 
Paragraph 34 of these Commitments shall apply mutatis mutandis . In the Trustee 
Divestiture Perio d, the Divestiture Trustee may use advisors who served the Parties 
during the Divestiture Period if the Divestiture Trustee considers this in the best interest 
of an expedient sale.  
36. The Parties agree that the Commission may share Confidential Information p roprietary 
to the Parties with the Trustee. The Trustee shall not disclose such information and the 
principles contained in Article 17(1) and (2) of the Merger Regulation apply mutatis 
mutandis . 
37. The Parties agree that the contact details of the Monitoring Trustee are published on the 
website of the Commission'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 10  years from the Effective Date the Commission may request all 
information from the Parties that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
39. If the Trustee cea ses to perform its functions under the Commitments or for any other 
good cause, including the exposure of the Trustee to a Conflict of Interest:  
39.1. the Commission may, after hearing the Trustee and the Parties, require the Parties 
to replace the Trustee; or  
39.2. the Parties may, with the prior approval of the Commission, replace the Trustee.  
40. If the Trustee is removed 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 paragraphs 18 -25 of these 
Commitments.  
41. Unless removed according to paragraph 39 of these Commitments, the Tr ustee 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 Monitoring 
 
  14 
 Trustee if it subsequently appears that the relevant remedies might not have been fully 
and properly implemented.  
Section F.  The review clause  
42. The Commission may extend the time periods foreseen in the Commitments in response 
to a request f rom the Parties or, in appropriate cases, on its own initiative. Where the 
Parties request an extension of a time period, they shall submit a reasoned request to the 
Commission no later than one month before the expiry of that period, showing good 
cause. T his 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 the Parties. Only in 
exceptional circumstances shall the Parties 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 the Notifying 
Parties showing good cause waive, modify or substitute, in exceptional circumstances, 
one or more of the undertakings in these Commitments. This request shall be 
accompanied by a report from the Trustee, who shall, at the same time send a non -
confidential copy of the report to the Notifying Parties. The request shall not have the 
effect of suspending the application of the undertaking and, in parti cular, of suspending 
the expiry of any time period in which the undertaking has to be complied with.  
Section G.  Entry into force  
44. The Commitments shall take effect upon the date of adoption of the Decision.  
 
duly authorised for and on behalf of  Total Produce plc  
duly authorised for and on behalf of  DFC Holdings, LLC, its subsidiaries and affiliates  
  
 
  15 
 SCHEDULE A  
1. The Divestment Business as operated to date has the following legal and functional 
structure: it constitutes Saba Fresh Cuts AB, a company incorporated under the laws of 
Sweden. The registered address / place of business of Saba Fresh Cuts AB is Torbonav 
13 B, 250 15 Helsingborg (Sweden). The only activity of Saba Fresh Cuts AB is the 
manufacturing of bagged salads. The corporate structure chart is hereby attached as 
Annex 1 .  
2. In accordance with paragraph 5 of these Commitments, the Divestment Business owns 
and operates a bagged salads business which includes, but is not limited to:  
2.1. the following main tangible asset: a bagged salad production plant, l ocated at 
Torbonav 13 B, 250 15 Helsingborg (Sweden) with a size of 96,529 square feet and 
under full ownership of Saba Fresh Cuts AB.1 This plant includes the following 
equipment:  
(a) […] triple wash systems of different capacity ( […] kg); 
(b) […] wash line;  
(c) […] horizontal spin dryers;  
(d) […] air tunnel dryer (for baby leaves);  
(e) […] stir dry line (for baby leaves);  
(f) […] vertical form fill packaging lines;  
(g) […] tray packing line; and  
(h) equipment to serve the lines (cutters, elevators, trim lines and bin 
dumpers).  
2.2. all licences, permits and authorisations issued by any governmental organization or 
other body for the benefit of the Divestment Business and allowing it to operate its 
business as described hereby, to the extent transferable under applicable law;  
2.3. all customer c ontracts, agreements, commitments, understandings and orders of the 
Divestment Business ( “Customer Contracts ”) and all contracts, agreements, 
commitments, understandings and orders relating to suppliers that supply the 
Divestment Business as at Closing (“ Supplier Contracts ”). The Parties will […] 
procure the consent of third parties, where applicable, to the transfer of the material 
Customer Contracts and Supplier Contracts to the Purchaser;  
                                                 
1  The Divestment Business also currently leases a very small office, located at Slånbåret 2 
Slånbärsgatan 8, 722 23 Västerås (Sweden), with a facility size of 172 square feet, […] as part of the 
ordinary course of business of the Divestment Business.  
 
  16 
 2.4. customer, credit and other records, in particular those relating t o paragraph 2.3 of 
this Schedule above;  
2.5. the following Personnel who are mentioned in the Divestment Business’s 
organizational chart hereby attached as Annex 2 . The Parties will provide 
reasonable assistance to facilitate the transfer of any members of the Personnel to 
the Purchaser, in so far as requested by the Purchaser;  
2.6. the following Key Personnel:  
Name  Title  Function  
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
[…] […] […] 
 
2.7. any know -how held by the Divestment Business; and  
2.8. at the election of the Purchaser, the Enterprise Resource Planning (ERP) system, 
which is an IT data management system currently used solely by the Divestment 
Business.  
3. Other than goodwill covered by paragraph 2.3 of this Schedule, the main intangible asset 
of the Divestment Business is the right to use the DOLE brand. The Divestment 
Business shall not own the right to use DOLE brand which is owned by Dole Food 
Company, In c. via an implied licence for the benefit of Saba Fresh Cuts AB, except for a 
transitional period of two (2) years but only at the request of the suitable purchaser 
acquiring the Divestment Business.  
 
  17 
 4. The Divestment Business benefits from basic back office  services/products from Dole 
which are provided by the Saba Shared Service Center. These services/products 
comprise IT support and systems (including Microsoft Office and Outlook, and an IT 
financial reporting system), finance, book keeping and human resou rces management. 
The Divestment Business shall continue to have the benefit of some or all of these 
services/products at the Purchaser’s election and on equivalent terms to those currently 
provided. This will be undertaken by way of a transitional services  arrangement on terms 
which will be subject to Commission approval. In addition, the Purchaser will also be 
able to elect to acquire the ERP system as per paragraph 2.8 of this Schedule A above.  
5. If there is any asset or personnel which is not be covered by  paragraphs 2, 3 or 4 of this 
Schedule but which is both used (exclusively or not) in the Divestment Business and 
necessary for the continued viability and competitiveness of the Divestment Business, 
that asset or adequate substitute will be offered to pot ential purchasers.  
6. Notwithstanding paragraph 8 of these Commitments, […] can, under the supervision and 
approval of the Monitoring Trustee, continue to provide services to Dole’s retained 
business, […], until Closing.  
  
 
  18 
 ANNEX 1 – CORPORATE STRUCTURE CHART  
[…] 
ANNEX 2 – PERSONNEL ORGANISATIONAL CHART  
[…]