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, 11.3.2022  
C(2022 ) 1602 final  
PUBLIC VERSION  
 
Biscuit Holding S.A.S.  
Avenue de L’Opéra, 27  
Paris 75001  
France  
Subject : Case M. 10543  – BISCUIT HOLDING / CONTINENTAL BAKERIES 
HOLDING  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041  and Article 57 of the Agreement on the European 
Economic Area2 
Dear Sir or Madam,  
(1) On 4 February  2022 , the Commission received notification of a concentration 
pursuant to Article 4 of the Merger Regulation  which would result from a proposed 
transac tion by which Biscuit Holding S.A.S. (‘ Biscuit International’  or ‘BI’ , France) 
intends to acquire within the meaning of Article 3(1)(b) of the Merger Regulation 
sole control of  Continental Bakeries Holding B.V. (‘Continental Bakeries’  or ‘CB’ , 
The Netherlands) , by way of purchase of shares  (the Transaction’)3. In this Decision, 
Biscuit International is referred to as the ‘the Notifying Party ’ and together with  
                                                 
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  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in th e Official Journal of the European Union No C70 , 11.02.2022, p. 4.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 Continental Bakeries as ‘the Parties ’. The entity that would result from the 
Transaction is referred  to in this Decision as ‘the Combined Entity ’. 
1. THE PARTIES  
(2) Biscuit International , headquartered in Paris, France, manufactures principally 
private label swe et biscuits, although it is also active in co -manufacturing of branded 
biscuits. It has 20 manufacturing facilities loca ted across France, Germany, 
the Netherlands, Portugal, Spain and the UK. Biscuit International operates mainly 
in Europe and has limited  sales in the US, Africa, Asia Pacific and Latin America. 
Biscuits International  is controlled by Platinum Equity, a private equity investment 
firm.4 
(3) Continental Bakeries , headquartered in Dordrecht, the Netherlands, manufactures 
sweet biscuits, bread replacements and toast. It focuses on private label products, 
although it also has its own biscuit brands. It opera tes primarily in Europe 
from 13 production facilities across the Netherlands, Belgium, Germany, Poland and 
Sweden . CB has also limited sales in the US, Africa, and Asia Pacific. Continental 
Bakeries is currently controlled by Goldman Sachs.  
2. THE OPERATION  
(4) The Transaction is to be achieved through a sale and purchase  agreement  (the ‘SPA’) 
concluded on 7 D ecember 2021  by which  BI will acquire all  the issued and 
outstanding equity interest of CB. Biscuit International will therefore acquire sole 
control over Continental Bakeries.  
(5) Therefore, the  Transaction would result in  a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulati on.  
3. UNION  DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million5 (Platinum Equi ty: EUR […] million ; CB:  EUR […] 
million ). Each of them has a  Union -wide turnover in excess of EUR  […] million  
(Platinum Equity: EUR […] million ; CB: EUR […] million ), but neither of them  
achieve s more than two -thirds of their aggregate Union-wide turnover within one 
and the same Member State.  
(7) The notified operation therefore has a U nion dimension pursuant to Artic le 1(2) of 
the Merger Regulation.   
                                                 
4  Biscuit International is the only portfolio company of Platinum Equity active in the supply of sweet 
biscuits.  
5  Turnover calculated in accordance with Article 5 of the Merger Regulatio n. 
 
3 4. RELEVANT MARKETS  
(8) The Parties’ activities overlap in the manufacture and supply of sweet biscuits  in 
several EEA countries . 
4.1. Relevant Product Market  
4.1.1.  Previous decisions  
(9) In previous decisions,6 the Commission considered -albeit leaving the p roduct 
marked definition opened - that biscuits constitute  a separate market from waffles and  
cakes. The Commission also considered the distinction between sweet and savoury 
biscuit markets. Within the sweet biscuits market, the Commission considered 
further segmentations (i) between  product s which are  branded (‘B’) or have  a private 
label (‘PL’); (ii) by customer (retailers vs food -service channel – restaurants, hotels, 
fast-food outlets, schools, hospitals)  by category  (form – sandwiched/ plain; and 
taste – chocolate coated, filled ).  The Commission has however left  in these previous 
decisions  the precise product market definition open.  For instance, t he Commission 
considered  a further segmentation by category  (form – sandwiched/ plain; and taste –
chocolate coated, filled ) in Case  M.4828 - Kraft/Danon e Biscuits but eventually 
came to the conclusion that in that case such a segmentation was not warranted.7  
4.1.2.  The Notifying Party’s view  
(10) The Notifying Party argues that sweet biscuits, waffles and cakes should be 
considered part of the same product market. However, as the Parties’ activities do 
not overlap  in the production of waffles or cakes, it considers that the exact product 
market definition can be left open . As the Parties ’ activities do not overlap on 
savoury biscuits, the Notifying Party does not give its opinion on this plausible 
segmentation of t he savoury biscuits market. However, the Notifying Party considers 
that any further segmentation of the sweet biscuit market is not warranted for the 
following reasons. First, consumers view the various sweet biscuits types , including 
branded and non-branded,  interchangeably . Second, there  is no “must -stock” product 
category from the retailers’ perspective. Third, sweet biscuit manufacturers can 
easily enter new biscuit segments  and several already supply both branded and non -
branded products.8 
4.1.3.  The Commission’s assessment  
(11) In this Section, the Commissio n will anal yse in turn the segmentations referred to in 
paragraph (10) . 
(12) First, a s regards the distinction between B and PL sweet biscuits , the market 
investigation has shown that retailers and competitors do not consider branded  and 
private label sweet biscuits interchangeably. For retailers there is a considerable 
                                                 
6  See, e.g., Case M.6430 – Oaktree / Panrico, (2011), paras 14 -17; Case M.5644 – Kraft Foods/Cadbury, 
(2010), paras. 30 – 31; and Case M.4828 - Kraft/Danon e Biscuits, (2007), paras 13 . Case M.1920 – 
Nabisco / United Biscuits, (2000), para. 8.  
7  Case M.4828 - Kraft/Danon e Biscuits, (2007), paras 14.  
8  Form CO, paragraphs 75 -95. 
 
4 difference in the margins made with on e or the other product9 and confronted with 
a price increase in a private label product, the majority of respondents said they 
would not switch  to a branded product10. Although some  sweet biscuit suppliers are 
active in both priv ate label and branded products,  they usually focus on one of these 
activit ies and not seldom, their presence in  the branded products is via 
co-manufacturing arrangements with the brand holder. The majority of respondents 
to our market in vestigation that supply  both private label and branded products, 
consider that it is difficul t to switch from private label to branded products  as this 
requires significant investments in the product lines but also in advertising (if they 
were to build a new brand and not enter into a co -manufacturing arrangement) .11 
(13) Second, a s regards the distinct ion between the retailer channel and the food-service 
channel , the majority of competitors consider  that different capabilities are require d 
to serve each channel , namely  different packaging capabilitie s and different sales 
teams.12  
(14) Third, as  regards a further segmentation by  sweet  biscuit categories , the results of the 
market investigation were not conclusive , or at least not uniform for all potential 
sweet biscuits categories . In particular , the delineation of the categories themselves 
(per format, siz e, texture, taste) is fluid and as a retailer explained ‘ the market for 
sweet  biscuits is diverse and can be segregated into a number of categories and sub -
categories ’.13  
(15) From the demand perspective, retailer s need to have an assortment of sweet biscuits 
on offer , which do es not cover every category of  sweet  biscuits.  However , some 
categories are con sidered “must -stock” products. F or a retailer a “must-stock” 
category of biscuits  is not substitutable or interchangeable with other categories of 
sweet biscuits or other sweet products, as they must have this product on their 
shelves  and cannot delist them .14 Based on the results of the market investigation, 
the following catego ries of sweet biscuits were  consistently  considered ‘must -stock ’: 
sandwich bisc uits, plain biscuits  and cookies  by the majority of retailers15. Other 
categories were generally considered ‘must -stock’ but only in certain countries, such 
as barquettes in France , sprits in Belgium or stroopwafel in The Netherlands , or 
coffee assortments in Spain . On the other  hand,  there are categories of sweet 
biscuits , such as  chocolate kisses , that are ch aracteristic of a certain tradition/ season . 
They are procured for promotional  and/or seasonal activities , retailers do not 
necessarily stock them , have delisted them in the past,  and can substitute them by 
other products .16 
                                                 
9  Responses to Q1 – Questionnaire to customers, questions 5 and 6.  
10  Responses to Q1 – Questionnaire to customers, question 4.  
11  Responses to Q2 – Questionnaire to competito rs, question 6, question 6.2, question 7 and question 7.1.  
12  Responses to Q2 – Questionnaire to competitors, question 8.2.  
13  Agreed Minutes of a call with a retailer on 14 January.  
14  Faced with a 5% price increase the retailers that participated in the market investigation explain that 
would not be sufficient to delist a product, other factors affecting the demand for that product would need 
to be considered before making such decision -Responses to Q1 – Quest ionnaire to customers, 
question  31. 
15  Respon ses to Q1 – Questionnaire to customers, question 29 and 29.1.  
16  Response to RFI I -5; Response to Q1 – Questionnaire to customers, question 29.1 and retailer’s response 
to a few follow -up questions on 24.02.2022.  
 
5 (16) From the suppliers’  perspective, biscuit manufacturers  generally offer several 
categories of biscuits. Whereas a majority of respondents said switching production 
to a new category  of biscuits would imply significant investments,17 there was no 
clear majority on the need to have  a dedicated production line for each category of 
biscuits. Some categories of biscuits can be manufactured on the same production 
line.18 In addition, supplie rs also seem to distinguish the categories perceived by 
retailers as must -stock biscuits19 from what they perceive as ‘a residual’ category  
named as ‘specialties’  where they include those biscuits that are specific to a certain 
tradition/se ason and  are only  procured for promotional  and/or seasonal activities . 
This category usually includes the biscuits with lower sales, for which there is a 
relatively small demand.20 For BI, this category includes [details of sales] .21 
4.1.4.  Conclusion  
(17) For the purpose of assessing t he present Transaction, the precise product market 
definition can be left open as even under the narrowest possible market definition for 
the manufacture and supply of sweet biscuits no serious concerns arise as to the 
compatibility of the concentration wi th internal market as regards the overlapping 
activities of the Parties. For the purposes of this Decision and under a conservative 
approach, the Commission will factor into its assessment of the Transaction possible 
distinctions based on  (i) retail channel (ii) private label products, (iii) categories of 
biscuits.  
4.2. Relevant Geographic Market  
4.2.1.  Previous decisions  
(18) In its prior decisional practice, the Commission concluded that the biscuit markets 
are national in view of the consumption pattern s and established local brands.22  
4.2.2.  The Notifying Party’s view  
(19) The Notifying Party agrees with the Commission’s precedent ; it however points to 
the ability of suppliers to address demand in neighbouring countries  and suggests 
these constraints should be taki ng into account in the competitive assessment of the 
Transaction.23 
4.2.3.  The Commission’s assessment  
(20) In the market investigation, retailers in general consider that consumer preferences 
and purchasing habits are different between countries however for s ome categ ory of 
biscuits the consumer preferences and purchasing habits seem to be common among 
a group of countries, or across the EEA.24 Although retailers mention that generally 
                                                 
17  Responses to Q2 – Questionnaire to compe titors, questions 5 and 5.1.  
18  Responses to Q2 – Questionnaire to competitors, questions 4 and 4.1.  
19  Responses to Q2 – Questionnaire to competitors, question 28.  
20  Response to RFI no 7, question 1.  
21  Idem . 
22  Case M.6430 – Oaktree / Panrico , (2011), p ara 22; Case M.4828 - Kraft/Danone Biscuits , (2007), 
para.15;  Case M.1920 – Nabisco / United Biscuits , (2000), para. 12.  
23  Form CO, paragraph 107.  
24  Responses to Q1 – Questionnaire to customers, question 9 and 9.1.  
 
6 they launch tenders for a specific country, when it comes to certain categories of 
biscuits , a majority  of retailers  has launched tenders , which covered several  countries 
within  the EEA, and sometimes even EEA wide .25 The competitors that participated 
in the market investigation are generally of the view that consumer preferences and 
purchasing habits differ between countries.26 However, when asked about the scope 
of the tenders in which they participated, a small  majority said the tenders were 
EEA -wide.27  
(21) Also the qualification of a given category as a must -stock does not seem uniform 
across the different countries. For example , barquettes are viewed as a must -stock in 
France but not in Belgium.28 Few are the categories of biscuits that are consider ed a 
must-stock across different countries, such as sandwich biscuits.29 
4.2.4.  Conclusion  
(22) For the  purpose of asses sing the present Transaction, the precise geographic market 
definition can be left open as no serious concerns arise as to the compatibility of the 
concentration with the internal market as regards the overlapping activities of the 
Parties  in the market for the manufacture and supply of sweet biscuits. For the 
purposes of this Decision and under a conservative approach, the Commission will 
consider the geographic market to be national since the Parties’ market shares would 
be lower if the g eographic market were to be considered regional or EEA -wide.   
5. COMPETITIVE ASSESSMENT  
5.1. Legal Framework  
(23) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective compe tition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  Depending on the position of the Parties in 
the supply chain, a concentration may entail horizontal and/or non -horizon tal effects.  
(24) Horizontal effects arise when the parties to a concentration are actual or potential 
competitors in one or more of the relevant markets concerned. The Commission 
appraises horizontal effects in accordance with the guidance set out in the Horizontal 
Merger Guidelines.30 
(25) Non-horizontal effects arise when the parties to a concentration operate in different 
levels of the supply chain in certain relevant markets (vertical effects) or when the 
Parties operate in closely related markets (conglomer ate effects). The Commission 
                                                 
25  Responses to Q1 - Questionnaire to c ustomers, question 8 and 8.1.  
26  Responses to Q2 – Questionnaire to competitors, question 11 and 11.1.  
27  Responses to Q2 – Questionnaire to competitors, question 10 and 10.1.  
28  Responses to Q1 – Questionnaire to customers, question 29.  
29  Idem . 
30  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (“Horizontal Merger Guidelines”), OJ C 31, 05.02,201 4. 
 
7 appraises non-horizontal effects in accordance with the guidance set out in the 
Non-Horizontal Merger Guidelines.31 
(26) Both Horizontal and Non -Horizontal Guidelines distinguish between two main ways 
in which mergers between actual or potential competitors on the same relevant 
market may significantly impede effective competition, namely non -coordinated and 
coordinated effe cts.   
(27) In horizontal mergers, non -coordinated effects may significantly impede effective 
competition by eliminating important competitive constraints on one or more firms, 
which consequently would have increased market power, without resorting to 
coordinat ed behaviour. In that regard, the Horizontal Merger Guidelines consider not 
only the direct loss of competition between the merging firms, but also the reduction 
in competitive pressure on non -merging firms in the same market that could be 
brought about by  the merger.32  
(28) The Horizontal Merger Guidelines list a number of factors, which may influence 
whether, or not, significant non -coordinated effe cts are likely to result from 
a merger, such as large market shares of the merging firms, close competition, the 
limited possibilities for customers to switch suppliers.33 Furthermore, in accordance 
with the Horizontal Merger Guidelines, a merger with a potential competitor can also 
have horizontal anti -competitive effects where the potential competitor constrains 
the behaviour of firms active in the market.34  
(29) In non-horizontal mergers , non -coordinated effects may arise when the concentration 
gives rise to foreclosure.  Particularly, conglomerate mergers may lead to the 
foreclosure of rivals, by allowing the merged enti ty to leverage a strong market 
position from one market to another by means of tying, bundling or other 
exclusionary practice.35 
(30) In assessing the likelihood of such foreclosure scenario, the Commission assesses 
whether the merged entity would have the (i) a bility and (ii) the economic incentive 
to foreclose its rivals, as well as (iii) whether such foreclosure strategy would have a 
detrimental effect on competition, causing harm to consumers.36 
5.2. Horizontal Non -Coordinated Effects  
5.2.1.  Overview of the horizontally a ffected markets  
(31) The Transaction does not give rise to any horizontally affected market  in the overall 
sweet biscuit market  (branded and private label together, or branded sweet biscuits 
only) , nor in the food -service channel  (irrespective of the  possible  distinctions 
between private label  and branded, and by sweet biscuit categories ), for all potential  
geographic markets, i.e. national, regional or EEA wide . The Transaction however 
                                                 
31  Guidelines on the assessment of non -horizontal mergers under the  Council Regulation on the control of 
concentrations between undertakings (“Non -Horizontal Merger Guidelines”) (2008/C 265/07).  
32  Horizontal Merger Guidelines, paragraph 24 . 
33  Horizontal  Merger Guidelines, paragraph 26.  
34  Horizontal  Merger Guidelines, paragraph 59.  
35  Non-Horizontal Merger Guidelines, para 93.  
36  Non-Horiz ontal Merger Guidelines, paras 32 and 94.  




 
12 5.2.3.  The Commission’s assessment - General  
(35) The Commission notes  that the results of the market investigation in this case did not 
fully support the Notifying Party’s argument s as to the existence of strong buyer 
power from retailers  and low barriers to entry . It also did not support the allegation 
that branded products exert a competitive constraint on private label products . As 
regards  buyer power, the market investigation confirmed that retailers typically 
negotiate prices for each stock keeping unit (‘SKU’)  on an annual basis.40 
Particularly considering the ‘must-stock ’ nature of some biscuit categories, retailers 
rather change suppliers than delis t the product it self.41 However, some retailers do 
consider sponsoring entry in case of a price increase.42 In sum, t he market 
investigation results are not conclusive on whether  retailers would have sufficient 
countervailing buyer power . As regards barriers to entry and expansio n, while the 
market investigation confirmed there is  (some)  excess capacity among private label  
suppliers43, respondents to the market investigation indicated that switching 
production requires significant costs , particularly when the creat ion of a new 
manu facturing line  is needed . In such instance, switching would require an 
investment of 6 to 8 figures and 1 to 2 years, depending on the produc t.44 As regards 
the alleged competitive constraints from branded sweet biscuits, the majority of 
respondents did not  consider that branded biscuits constitute an alternative to private 
label products45 nor a constraint on their  price , on the contrary , the majority of 
respondents  consider that private label product s exert a constraint on branded 
products.46  
(36) Even if some of the Notifying Party’s arguments have not been confirmed by the 
results of the market investigation in this case, for the reasons set out in 
paragraph  (33) as well as in the more detailed assessment presented in the 
sub-sections below , the Commission considers that the  Transaction would not give 
rise to serious doubts as to its compatibility with the internal market.  
5.2.4.  The Commission ’s assessment –national market s and  segment s 
5.2.4.1.  Overall sweet biscuit market in France   
(37) In France , the Transaction w ould lead to a combined share of [30-40]% in the overall 
private label sweet biscuit market  with an increment of [0-5]%. The Combined 
Entity  would nonetheless be closely followed by Bouvard with a market share of 
[30-40]%.  Alternative suppliers would also  remain post -Transa ction, such as St 
Michel with a  market share between 10 %-15%; Griesson and Filet Bleu, each with a 
market share between 5 -10% and several other small players.47 
(38) In the light of the results of the market investigation and of all the eviden ce available 
to it, the Commission considers that, w hile the combined market shares of the Parties 
                                                 
40  Responses to Q1 - Questionnaire to Customers, questions 13 and 14.  
41  Responses to Q1 – Questionnaire to Customers, question 31.  
42  Responses to Q1 – Questionnaire to Customers, question 32.  
43  Responses to Q2 – Questionnaire to Competitors, question 23.  
44  Responses to Q2 – Questionnaire to Competitors, question 5, 5.1, 33 and 33.1.  
45  Responses to Q1 – Questionnaire to Customers, questions 4 and 4.2.  
46  Responses to Q2 – Questionnaire to Competitors, question 24.  
47  Form CO, Annex 13.  
 
13 give rise to an affected market in the supply of sweet biscuit market in France, it 
seems unlikely that the Transaction would give rise to anticompetitive ho rizontal 
non-coordinated effects due to the following reasons . 
(39) The market investigation has confirmed that there are sufficient alternative suppliers 
to the Parties.48 A large retailer has also mentioned the possibility to look for 
alternative suppliers present in other countries, in particular Germany, in case there 
were no t enough  viable suppliers in France .49 The increment gain ed with the 
Transaction would therefore n ot be sufficient to successfully increase prices or 
reduce choice.  
(40) In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relati on to 
horizontal non -coordinated  effects in the overall sweet biscuit market in France.  
5.2.4.2.  Sandwich biscuit segment in France , The Netherland s and Belgium   
(41) First, i n France , the Transaction would lead to a large combined share of [30-40]% 
in the sandwich biscuits segment  with a significant increment of [10-20]%. 
Nevertheless , important alternative suppliers such as Griesson (with a market share 
of [20-30]%), Bouvard (with a market share of [20-30]%), Gull ón (with a market 
share of [5-10]%), would remain post -Transaction .50  
(42) Second, in The Net herlands , the Transaction would lead to a combined share of 
[20-30]% with an increment of [10-20]% in the sandwich biscuit segment . However, 
the Combined Entity would face strong competition by the market leader Hellema 
(with a market share of [30-40]%) and other important competitors such as Griesson 
(with a  market share of [20-30]%), Nora ( [10-20]%) and Gull ón ([5-10]%).51  
(43) Third, in Belgium , the Transaction would lead to a combined market share of 
[20-30]% with a [0-5]% increment. The Combined Entity wo uld still face 
competition from several suppliers, namely form the market leader, Bouvard (with a 
market share of  [30-40]%), Hellema (with a market share of [20-30]%) and Griesson 
with a market share of [10-20]%).52  
(44) In light of the results of the market in vestigations and of all the evidence available to 
it, the Commission considers that, w hile the combined market shares of the Parties 
give rise to plausible affected markets in the sandwich biscuit segment in France, the 
Netherlands and Belgium, f or the rea sons below, the Transaction would not give rise 
to serious doubts as to its compatibility with the internal market in relation to 
horizontal non -coordinate d effects in the sandwich biscuit segment in France, the 
Netherland and Belgium.  
                                                 
48  Responses to Q1 – Questionnaire to cus tomers, question 12 and 21.  
49  Minutes of a call with a customer on 14 January 2022.  
50  Form CO, Annex 13.  
51  Form CO, Annex 13.  
52  Form CO, Annex 13.  
 
14 (45) First, t he market in vestigation confirmed there are sufficient credible alternative 
suppliers  for sandwich biscuits in those three countries .53  
(46) With particular regard  to Belgium, one retailer considers that the remaining suppliers 
cannot serve its needs.54 This is however not supported by the rest of the  evidence, in 
particular by the fact that a majori ty of retailers consider Hellema a competitor closer 
to BI than CB, including retailers that belong to the same buying alliance in 
Belgium.55  
(47) The Parties hav e in fact argue d that all manufacturers can supply the same quality of 
sandwich biscuits and that the only differentiator is price.56 The majority of 
competitors that responded to the market investigation confirm ed that generally they 
can adapt the recipe t o respond to a tender , as there is product differentiation within 
the categories and retailer s ask fo r “comparable quality” products.57 The market 
investigation also confirm ed that prices are negotiated on a yearly basis,58 which 
suggests that price is the main factor on which suppliers compete.  
(48) Moreover, retailers  consider  some of the alternative suppliers as close  competitors to 
the Parties, as the Parties are to one another. More specifically, in France, according 
to a majority of retailers that expressed  a view , that would be the case for at least one 
of the current suppliers of sandwich biscuits, Bouvard . For the majority of the 
respondents, Bouvard was consider ed the main competitor to BI and the second 
main competitor to CB .59 In The Netherlands, the ma rket investigation has 
confirmed that other competitors such as Hellema and Griesson are closer to BI than 
CB.60 Also in Belgium, as mentioned above, Hellema is consider to be a closer 
competitor to BI than CB.61  
(49) Second,  the market investigation confirmed t hat retailers can and do switch suppliers 
of sweet biscuits, including  of sandwich biscuits. Some r etailers indicated that they 
have in the past delisted each of the Parties’ sandwich biscuits and changed suppliers 
as a reaction to price increases.62 As a Dutch retailer recognised, “[s] wicthes take 
place when the new supplier is able to meet our requirements when prices are 
better .”63 The vast majority of retailers in France  and Belgium  also confirmed that 
they do not seldom switch suppliers.64   
(50) Competitors that participated in the market investigation  generally agree that 
suppliers can and do switch suppliers  faced with a price increase.65 One competitor 
                                                 
53  Responses to Q1 – Questionnaire to customers, question 12 and 21.1.  
54  Response to Q1 - Questionnaire t o customers, question 21.1.1.  
55  Responses to Q2 - Questionnaire to customers, question 18 and 19 and Form CO, paragraph 175 and 
footnote 135.  
56  Form CO, para. 139.  
57  Responses to Q2 – Questionnaire to competitors, question 22.1 and 22.1.1.  
58  Responses to Q1 - Questionnaire to customers, question and Q2 – Questionnaire to competitors, 
question  19. 
59  Responses to Q1 – Questionnaire to customers, question 18 and 19.  
60  Responses to Q1 – Questionnaire to customers, question 12.2, question 18 and question 21 . 
61  Responses to Q2 - Questionnaire to customers, question 18 and 19.  
62  Form CO, para 139.  
63  Responses to Q1 – Questionnaire to customers, question 24.1.  
64  Responses to Q1 – Questionnaire to customers, question 24.  
65  Responses to Q2 – Questionnaire to competitors, question 30 and question 22.  
 
15 explained, “ [t]his happens frequently. Each tender holds the chance or risk of 
getting or losing volumes .”66  
5.2.4.3.  Plain biscuits in Germany  
(51) In Germany , the Transaction would lead to a combined market share of [30-40]% 
with an increment of [0-5]% in the plain biscuits segment. The Combined Entity 
would still face competition from the market leader Griesson (with a m arket share of 
[50-60]%) and from a smaller competitor the Balsen Family (with a market share of 
[0-5]%).67 
(52) In the market investigation, the majority of retailers consider that Griesson is a closer 
competitor to either of the Parties than the Parties are to  one another.68 The majority 
of competitors consider that the Parties do not compete closely with one another.69 
Moreover, the majority of retailers consider that the Transaction will not have an 
impact on this market segment.70 Half of the competitors that p articipate in the 
market investigation did not express a view; those who have consider ed that the 
Transaction will have a negative impact on competit ion in this segment but they 
have not substantiated their concerns.71 
(53) In light of the results of the market investigation and o f all the evidence available 
to it, the Commission considers that, w hile the combined market shares of the Parties 
give rise to an affected market with regard to the plain biscuit  category  in Germany, 
it seems unlikely that the Transacti on would give rise to anticompetitive horizontal 
non-coordinated effects . Firstly, the changes brought by the Transaction are small, as 
Biscuit International was hardly present in this segment with a [0-5]% market share  
and, secondly,  there are alternative suppliers , in particular the market leader 
Griesson .  
(54) In light of the above, the Commission considers that  the Transaction does not 
raise  serious doubts as to its compatibility with the internal market in relati on to 
horizontal non -coordinated  effects in the pl ain biscuits segment in Germany . 
5.2.5.  Conclusion  
(55) In light of the above considerations and taking account of the results  of the market 
investigation  and of all the evidence available to it , in particular the existence of 
sufficient alternative suppliers, the Commission  conclude s that the Transaction does 
not raise serious doubts as to its compatibility with the internal market  in relation to 
the overall sweet biscuits market in France, as wel l as in the segment markets of 
sandwich biscuits in France , Belgium  and in The Netherlands , and in the plain 
biscuits in Germany .  
                                                 
66  Responses to Q2 – Questionnaire to competitors, question 22.  
67  Form CO, Annex 13.  
68  Responses to Q1 - Questionnaire to customers, question 18 and 19.  
69  Responses to Q2 – Questionnaire to competitors, question 25. 
70  Responses to Q1 – Questionnaire to customers, question 34.  
71  Responses to Q2 – Questionnaire to competitors, question 35 and 35.1.  
 
16 5.3. Conglomerate Effects  
(56) In view of the complementary of the Parties’ product portfolios , the Commission has 
also analysed possible conglomerate effects of the Transac tion, p articular ly in those 
segments where at least one of the Parties has already pre -Transaction a market share 
of at least 30%.  
(57) The Combined E ntity would have a uniquely large portfolio of sweet biscuits , 
comp ared to its competitors .72 In their internal documents, the Parties [details of 
commercial or investment strategy] .73 In addition , each of the Parties has pre -
Transaction  very high market shares in some sweet biscuit categories (e.g. BI has 
[80-90]% market s hares in barquettes biscuits in France and  CB has [80-90]% 
market share in spr it cookies in Belgium)74; or is single supplier (e.g. CB is the only 
supplier of Swedish cookies in France) . Moreover post -Transaction the Combined 
Entity would also acquire an increased  market share (above 30% in the Sandwich 
biscuit segment in France and The Netherlands, as well as plain biscuits in 
Germany ).  
(58) Moreover, some retailers expressed  concern s that due to the  Parties’ portfolio size, 
they will lose bargaining power and may face higher prices.75 Competitors on the 
other hand, consider that it would be more difficult to compete with the Combined 
Entity, as the larger portfolio would give it a competitive advantage .76 One 
competitor explained, “[ t]he combined portfolio may allow the Parties to better 
compete and make more comprehensive and expansive offers to the retail trade in 
tenders, both in respect to product/category and regional/market scope. They may 
also be able to realize economies of scale due to logistics benefit s.”77  The same 
competitor later added, “ in view of the broader range of products in the expanded 
portfolio, the Parties may likely be able to utilize bundling strategies to a greater 
extent than is currently the case .” 78  
(59) Against this background, the Commi ssion has assessed whether the Combined Entity 
would have the ability and the incentive to adopt a n input  foreclosure strategy by 
bundling or tying its products.  
(60) As regards the ability  to foreclose , in spite of its large or very large market share in 
some categories of sweet  biscuits,  the Combined Entity  is unlikely to have the ability 
to foreclose its competitors  through bundling strategies  for the following reasons.  
(61) First,  the market investigation confirmed that retailers typically negotiate prices for 
each stock keeping unit (‘SKU’), albeit they may conclude a contract for several 
SKUs .79 A biscuit category may include several SKUs.  This prevent s the suppliers 
from creating  any commercial tying situation  or pure bundling . To participate in the 
                                                 
72  Responses to Q1 – Questionnaire to customers, question 30 and Responses to Q2 – Questionnaire to 
competitors, question 29.  
73  Form CO, Annex 11.  
74  The Parties activities do not overlap in these segments. Only one of the Parties is active in these 
segments.  
75  Responses to Q1 – Questionnaire to customers, question 30.1.  
76  Responses to Q2 – Questionnaire to compe titors, question 29.1.  
77  Idem . 
78  Response to Q2 – Questionnaire to competitors, question 37.  
79  Responses to Q1 - Questionnaire to customers, question 14 and 14.1.  
 
17 tender , the supplier has to make that specific SKU available on its own  and of fer 
a (competitive) price in order to win .  
(62) The fact that prices are typically negotiated for each SKU  has however not prevent ed 
the Parties, nor their competitors,80 to offer discounts when retailers purchase 
different categories of biscuits together (as explained by some retailers). Sometimes 
retailers themselves request this type of discounts .81 The Combined entity would 
however  not have the ability to adopt a foreclosure strategy by of fering this type of 
discounts. A s retailers have different commercial strategies and opt for different 
assortment of biscuits ,82 suppliers do not necessarily offer the same  bundles  
(discounts) to all retailers. There would not necessarily be a sufficient la rge common 
pool of retailers for the individua l products concerned (in each bundle) to be able to 
specifically foreclose competitors  from certain market segments .  
(63) Second , the majority of retailers that participated in the market investigation said 
they do  not negotiate prices for all categories of bis cuits at the same time , which 
makes it more difficult for the Combined Entity to offer bundles , even in the form of 
volume discounts .83 In fact, the majority of retailers  that participate d in the market 
investigation  said they have not experience d bundling practices  where by the 
acquisition of one category of biscuit would be conditional on the acquisition of 
another .84   
(64) Third, already pre -Transaction each of the Parties have a wide portfoli o including 
with leading position in must -stock categories of biscuits and they have not adopted 
such anticompetitive strategy. The proposed Transaction does not increase their 
ability to do so.  
(65) Since the Combined Entity does not have ability, it would mos t likely not have the 
incentives  to foreclose . The incentive s to enter in such strategy depends on the 
profitability  of the strategy . If a significant number of retailers are not willing to buy 
the bundle  but only the leveraging product,  and have alternati ve suppliers , sales of 
this product may also significant ly fall if offered in a bundle . It is unlikely that the 
Combined Entity would forgo sales in a profitable ( e.g. must-stock category) to gain 
market share on a market where it has lower volumes.   
(66) Given that the Combined Entity would not have the ability and the incentives to 
engage in a bundling  foreclosure strategy, it is not necessary for the Commission to 
assess the potential impact of such  a strategy on effective competition.  Nevertheless, 
the Commission notes that some competitors did express concerns as regards  the 
ability of the parties to offer lower prices thereby making it more difficult for them  
to compete. However, t he mix bundles that the Combined Entity may continue to 
offer in the fut ure would not necessarily lead to a foreclosure effect, as suppliers 
have other alternatives of supply  and are therefore not bound to accept such bundles.  
                                                 
80  The majority of competitors that responded to the questionnaire acknowledged that they have offered 
bundles of different categories of biscuits – Responses to Q2 - Questionnaire to competitors, question 18.  
81  Form CO, paragraph 177.  
82   Form CO, footnote 5, and Responses to Q2 - Questionnaire to customers, question 3.  
83  Responses to Q1 – Questionnaire to customers, question 13.2.  
84  Responses to Q1 – Questionnaire to customers, question 27.  
 
18 (67) For the above reasons  and in light of the results of the market investigation and of all 
the evidenc e available to it , the Commission considers that  the Transaction  would 
not give rise to serious  doubts about its compatibility with the internal market in 
relation to potential conglomerate effects in sweet biscuits , more specifically  in those 
segments whe re at least one of the Parties has pre-transaction a market share of at 
least 30%  at national level . 
6. CONCLUSION  
(68) For the above reasons, the Commission has decided not to oppose the notified 
operation and to declare it compatible with the internal  market and with the EEA 
Agreement. This Decision is adopted in application of Article 6(1)(b) of the Merger 
Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President