CELEX: 32015M7669
Language: en
Date: 2015-08-07 00:00:00
Title: Commission Decision of 07/08/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7669 - LION CAPITAL / ARYZTA / PICARD GROUPE) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 7.8.2015

C(2015) 5736 final

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|To the notifying party:                                                |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7669 Lion Capital/Aryzta /Picard Groupe
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

    1) On 8 July 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the  Merger  Regulation
       by which the undertakings Aryzta AG ("Aryzta", Switzerland) and Lion Capital LLP ("Lion Capital", United Kingdom) intend to acquire within
       the meaning of Article 3(1)(b) of the Merger Regulation joint control of the whole of the undertaking Picard Groupe SAS ("Picard", France)
       by way of purchase of securities ("the proposed Transaction")[3]. Aryzta and Lion Capital are hereinafter referred to  as  the  "Notifying
       Parties" and together with Picard as "the Parties".

       THE PARTIES

    2) Aryzta is a Swiss-based holding company active in various food businesses and, through the Aryzta Food Group and its subsidiaries, in  the
       manufacture and supply of bakery products to the retail and food services sectors.

    3) Lion Capital LLP is a private equity manager investing in businesses engaged in the production and/or sale of consumer-branded goods.

    4) Picard is active in the retail distribution of frozen food through its own distribution network of specialised shops operating  under  the
       Picard brand.

       THE OPERATION AND THE CONCENTRATION

    5) Lion Capital LLP is the ultimate management entity of Lion Capital Fund II L.P., Lion Capital Fund II B L.P., Lion  Capital  Fund  II  SBS
       L.P., Lion/Polaris Investors L.P., Lion Capital Fund III L.P., Lion Capital Fund III (USD) L.P., Lion Capital  Fund  III  SBS  L.P.,  Lion
       Capital Fund III (USD) SBS L.P. and Lion/Polaris Cayman Ltd (together the "Sellers" or the “Lion Capital”). Lion Capital  LLP  is  acting,
       for the purpose of the proposed Transaction, as the Sellers' representative.

    6) Prior to the completion of the proposed Transaction, Lion Capital  exerts  ownership  and  sole  control  over  its  direct  and  indirect
       subsidiaries, including Picard.

    7) Pursuant to the Securities Transfer Agreement ("STA"), signed on 30 March […]* between the Sellers, on the one hand, and  Aryzta,  as  the
       purchaser on the other hand, the Sellers shall contribute, prior to the completion of the proposed Transaction, 100% of the Class A shares
       and 100% (less three) of the Class B shares issued by Lion/Polaris Lux Topco S.a.r.l., ("LP Lux Topco") a company incorporated  under  the
       laws of Luxembourg to Lion/Polaris Lux Holdco ("Holdco") a holding which is the process of being incorporated. As  a  consequence,  Holdco
       shall own direct or indirect shareholdings in several companies, including Picard.

    8) Pursuant to clause 5.2 of the STA, Aryzta will acquire […]% of the class A shares and […]% of the class B shares (less three) of  LP  held
       by the Sellers through the acquisition of […]%[4] of the securities of Holdco.

    9) Also, pursuant to the Securities Holders' Agreement attached to the STA, Aryzta will be granted with veto rights  over  certain  strategic
       decisions of Holdco, including Picard, such as the approval and amendment of the annual budget or the business plan,  the  appointment  or
       removal of the CEO or CFO, the appointment or dismissal of a member  of  the  management  board,  any  chairman  (president)  or  managing
       director. Such veto rights are sufficient to confer joint control to the Sellers and Aryzta over Holdco, and indirectly over Picard.

   10) The proposed Transaction therefore results in a change of control on a lasting basis over Picard with the  sole  control  of  the  Sellers
       being converted into joint control between the Sellers and Aryzta. The proposed Transaction therefore constitutes a  concentration  within
       the meaning of Article 3(1)(b) of the Merger Regulation.

       UNION DIMENSION

   11) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[5] [Lion Capital: EUR […] million;
       Aryzta: EUR 3,393.8 million].  Each of them has a Union-wide turnover in excess of EUR 250 million [Lion Capital: EUR […] million; Aryzta:
       EUR […] million, Picard: EUR […] million] but only one of them achieves more than two-thirds of its aggregate Union-wide  turnover  within
       one and the same Member State.[6]  The notified operation therefore has a Union dimension.

       RELEVANT MARKETS AND COMPETITIVE ASSESSMENT

   12) The proposed Transaction concerns i) upstream markets for the manufacture and the supply of frozen food to the retail sector  as  well  as
       ii) downstream markets for retail distribution of frozen foods to end consumers.

   13) Arytza is active in the manufacture and supply of bakery food, in particular bread, savoury, pastries  and  cakes  (fresh,  industrial  or
       frozen ready-to-bake) to the retail and food service sector.

   14) Picard is active on the procurement market for frozen food products; it purchases these products and resells  them  to  the  end  consumer
       mostly under its own brand through its specialised shops. Picard's product range covers all frozen food types from  starters  to  desserts
       and from ingredients to prepared meals.

1 Relevant markets

1 Upstream markets: Manufacture and supply of frozen food to the retail sector

1 Product market definition

   15) In previous decisions, the Commission considered a potential distinction between the production and sale of food products dedicated to the
       retail sector and the production and sale of food products dedicated to the  food  service  sector  (the  supply  of  out-of-home  eating,
       institutional catering and the quick service restaurants sectors)[7].

   16) The Notifying Parties submit that this distinction should be applied. The market  investigation  has  confirmed  this  analysis:  a  large
       majority of market participants consider that wholesale sales of food to the retail sector and the food sector differ in terms  of  price,
       packaging, innovation and distribution.[8]

   17) With particular regard to the retail sector, the Commission has investigated a potential segmentation between (i) multiple grocers  (hyper
       and supermarket stores, convenience stores and small village shops) (ii) specialised retailers which solely sell a wide variety of  frozen
       food products and are perceived  by  customers  as  "cold  chain  experts"  on  the  market  of  retail  distribution.  Given  the  strong
       substitutability between the demand by multiple grocers and by specialised retailers, this distinction  does  not  however  appear  to  be
       relevant on this upstream market for the following reasons: (i) the sector involves sale of  commoditised  products:   all  categories  of
       retailers can easily source equivalent products; (ii) processes, equipment and facilities are standard and widely available - any retailer
       can purchase a store, freezers and products from global suppliers; and (iii) the purchase of frozen food does not require specialist IP or
       know-how that could potentially constitute a barrier to entry.

   18) From a demand-side perspective, the Commission has previously considered within the retail sector a division  between  (i)  frozen  foods,
       (ii) chilled foods and (iii) fresh foods.[9] In Orkla/Chips[10] the Commission considered a potential further segmentation of  the  frozen
       foods into: (i) frozen pizzas, (ii) potato-based frozen food dishes and (iii) frozen  fish  without  closing  the  market  definition.[11]
       Similarly, in Lion Capital/Picard Groupe, a potential segmentation of frozen food into (i) frozen starters, (ii) frozen ready meals, (iii)
       frozen vegetables and (iv) frozen sea products had been also considered, but it was ultimately left open.

   19) In line with the Commission, the Notifying Parties submit that the market for the manufacture and supply of food products  to  the  retail
       sector could be further segmented into the manufacture and supply of (i) frozen foods, (ii) chilled foods, and (iii) fresh foods.

   20) Moreover, with respect to the market for manufacture and supply market for bakery  where  Arytza  is  active,  the  Commission  previously
       considered the following main product groups: (i) bread[12], (ii) bread substitutes[13] and (iii) cake products[14]. A further distinction
       for cakes was also taken into account, namely (i) cakes, mini cakes and other pastries and  (ii)  morning  goods,  which  include  bagels,
       croissants, scones and similar products that are normally eaten for breakfast.[15]

   21) As regards the hypothetical market of frozen bakery food, the Notifying Parties submit that the traditional definition  of  frozen  bakery
       shall be viewed as including frozen bread, frozen morning goods, frozen pastries and cakes, which constitute the core of this  market  but
       that this definition tends to progressively integrate frozen savoury snacks as complements of product ranges.

   22) The market investigation has confirmed the specificity of frozen bakery food:  a very large majority of market participants consider  that
       wholesale sales of frozen  food  and  frozen  bakery  food  constitute  different  markets  both  in  terms  of  demand-  and  supply-side
       substitutability[16] (even though frozen bakery products may be distributed along with other frozen food).[17]

   23) The Commission has also investigated the distinction between retailer- and supplier-branded products in the past. It considered  they  may
       belong to the same market as there is a tendency for the customers to switch from one group of  the  products  to  another  but  left  the
       question ultimately open.[18]

   24) In any event, the Commission considers that for the purposes of the present case the exact definition of the upstream product  market  for
       the manufacture and supply of frozen food to the retail sector can be left open as  it  does  not  ultimately  influence  the  competitive
       assessment of the proposed Transaction.

2 Geographic market definition

   25) The Commission has consistently held that the market for the manufacture and supply of food products is national in scope due to  (i)  the
       existence of the national sales channels, (ii) national distribution and logistics, (iii) different brands and  brand  reputations  across
       different countries and (iv) national sales contracts.[19]

   26) Moreover, in Orkla/Chips, the market investigation confirmed that the logistics of frozen food supply require a  continuous  refrigeration
       chain, which would complicate any attempt to arbitrage price differences between national markets.

   27) In line with the Commission's previous finding, the Notifying Parties submit that the market for the manufacture and supply of frozen food
       to the retail sector is national in scope.

   28) The market investigation has confirmed the Commission's past analysis.  All  suppliers  and  customers  submit  that  there  are  national
       differences relative to frozen food among others in terms of consumption habits, taste, brands, quality and size.[20] Almost a majority of
       suppliers submitted that wholesale prices for similar frozen food varied more than by 10% between Member States and a very large  majority
       indicated that it negotiated prices on a national level.[21]  Additionally, all customers of wholesale frozen food  submitted  that  their
       suppliers were located in the same Member state.[22]

   29) In any event, the Commission considers that for the purposes of the present case, the exact definition of the geographic  upstream  market
       for the manufacture and supply of frozen food to the retail sector can be left open as it does not ultimately  influence  the  competitive
       assessment of the proposed Transaction.

2 Downstream markets: Retail distribution of frozen food to end customers

1 Product market definition

   30) Food retail is a downstream market where retailers, and possibly other actors, compete for the  procurement  of  the  products  they  will
       resell on the market for the supply of food products by retailers.

   31) In previous cases, the Commission found that there is little substitutability between categories of products on  this  market.  Therefore,
       each different product or group of products constitutes a different product market. [23]

   32) The Notifying Parties submit that the procurement market for alimentary goods should be at least further segmented into the market for the
       procurement of frozen goods.

   33) With respect to retail distribution of frozen food products, the Commission  previously  considered  a  segmentation  among  (i)  multiple
       grocers,  (ii) specialised retailers and (iii) hard discounters, characterized by a competitive price of the products, low number  of  in-
       store lines and a limited number of frozen food lines. The exact market definition was however left open. [24]

   34) The Notifying Parties submit the market for the retail distribution of  frozen  food  products  shall  encompass  the  three  distribution
       channels described above.

   35) In any event, the Commission considers for the purpose of the present case that the exact definition of the product market for the  retail
       distribution of frozen products to end customers can be left open as it does not ultimately influence the competitive  assessment  of  the
       proposed Transaction.

2 Geographic market definition

   36) The Commission concluded in the past that the market for the distribution of alimentary goods to end costumer was to be delineated on  the
       basis of the geographic area in which the companies actively sell their goods.

   37) However, when analysing the procurement market for alimentary goods (the market on which retailers purchase goods for the distribution  to
       end customers), the Commission also pointed out that such a market is probably  national  in  scope  due  to  a  number  of  factors  like
       publicity, national preferences, cooperation with suppliers, launching of new  products  and  promotion  activities.  In  any  event,  the
       Commission left in previous decisions the exact geographic market definition open.[25]

   38) The Notifying Parties submit that that the relevant geographic market is national in scope.

   39) In any event, the Commission considers that for the purposes of the present case, the exact definition of the relevant  geographic  market
       for the retail distribution of frozen foods to end customers can be left  open  as  it  does  not  ultimately  influence  the  competitive
       assessment of the proposed Transaction.

2 Competitive assessment

   40) The proposed Transaction does not lead to any horizontal overlaps.[26]

   41) The proposed Transaction gives rise to a potential vertical link between Aryzta's upstream market for frozen bakery to the  retail  sector
       and Picard's downstream activities as a retail distributor of frozen food through specialised shops in France and to a much lesser  extent
       in Sweden.[27]

1 General considerations

   42) Picard is present in France through […] specialist stores or "freezer centres". Paris and  Ile-de-France  are  the  most  important  sales
       areas, with […] and […] stores respectively. Picard procures and almost exclusively sells products under the Picard brand or under  brands
       owned by Picard (around […]% of Picard’s total sales).

   43) […].

       Figure 1: Vertical relationships in frozen food segment – France.

   2 Upstream market for the manufacture and supply of frozen food to the retail sector

   44) According to the Notifying Parties' estimates the market size in France for the manufacturing and supply of frozen food in 2014 was of EUR
       […] billion (EUR […] billion sold to generalist retailers and EUR […] billion sold  to  cold  chain  stores).  The  market  size  for  the
       manufacturing and supply of frozen bakery products in France in 2014 amounted to approximately EUR […] billion.[28]

   45) Aryzta's main competitors in  France  for  the  wholesale  of  frozen  bakery  goods  are  Neuhauser  ([10-20]%),  Delifrance  ([10-20]%),
       Vandermoorteele ([10-20]%), Brioche Pasquier ([5-10]%), and Bridor ([5-10]%).

         Table 1. Market shares by value (2014) in vertically affected markets in relation to frozen food in frozen food market in France

|                                   |Aryzta                                            |Picard                              |
|                                   |Sales to the retail     |Sales to end-consumer   |Retail distribution to end          |
|                                   |sector                  |                        |consumers[29]                       |
|Frozen food products               |[0-5]%                  |NA[30]                  |[10-20]%                            |
|Frozen bakery                      |[5-10]%                 |NA                      |[5-10]%                             |
|Frozen bread and bread substitutes |[0-5]%                  |NA                      |[0-5]%                              |
|Frozen morning goods               |[5-10]%                 |NA                      |[0-5]%                              |
|Frozen pastries and cakes          |[5-10]%                 |NA                      |[20-30]%                            |
|Frozen savoury snacks              |[5-10]%[31]             |NA                      |[10-20]% (estimate)                 |

   3 Downstream market for the retail distribution of frozen food by specialised retailers to end customers

   46) According to the Notifying Parties' estimates, the market for retail distribution of  frozen  food  by  specialized  retailers  in  France
       amounted to EUR […] billion, while the one for frozen bakery amounted to EUR […] million.

   47) Picard faces competition in retail distribution by specialized retailers from Thiriet ([10-20]%), Toupargel ([10-20]%), Maximo  ([5-10]%),
       and others ([10-20]%). When looking at the retail distribution of frozen food by  generalist  and  specialized  retailers,  Picard's  main
       competitors are Leclerc ([10-20]%), Carrefour ([10-20]%), Intermarché ([5-10]%), Auchan ([5-10]%), and many others with market shares from
       3% to 6%.

4 Competitive assessment of vertical link

   48) Overall, market participants did not raise concerns about the proposed Transaction. A very large majority of suppliers submitted that  the
       proposed Transaction would have a neutral impact on competition on the market for the manufacture and supply of  frozen  food  in  France,
       both for retailers as a whole and for specialized frozen food retailers. A large majority also  considered  the  impact  of  the  proposed
       Transaction to be neutral on the market for the supply of frozen bakery food to retailers and to  specialized  frozen  food  retailers  in
       particular.[32] On the wholesale markets for the supply of frozen food or frozen bakery food, none of the suppliers or  of  the  customers
       expect prices to rise as a result of the Transaction.[33]

   49) With respect to input foreclosure, Aryzta will not have the ability to restrict the access of Picard's  competitors  to  its  frozen  food
       products. On all potential subsegments in the sales of frozen food to the retail sector, Aryzta's market share falls below [5-10]% (It  is
       of [0-5]% on the general market for the manufacture of supply of frozen food products to the retail sector, of [5-10]% for  frozen  bakery
       food products, of [0-5]% for frozen breads, of [5-10]% for frozen morning goods, of [5-10]% for frozen pastries and cakes and  of  [5-10]%
       for frozen savoury snacks). Furthermore, Arytza's sales to the retail sector in France represent […]% of its total sales  in  France  (the
       other […]% is sold to the food industry) and Arytza does not make sales of frozen foods  to  specialised  retailers  such  as  cold  chain
       stores.

   50) With respect to customer foreclosure, Picard's market share  is  of  [10-20]%  on  the  market  of  retail  distribution  of  frozen  food
       products[34]. However, any foreclosure strategy on the upstream market for the procurement of frozen food product by retailers is unlikely
       for the following reasons: (i) Picard's market share is not large enough to implement such a strategy, (ii) in terms of product,  Aryzta's
       current sale to the retail sector in France essentially consist in frozen bakery products and would therefore not fulfil all  of  Picard's
       need for frozen food in general (iii) in terms of volume, Aryzta only represents [0-5]% of sales of frozen food  products  to  the  retail
       sector (EUR […] million) and could not fulfil Picard's much larger total demand (Picard's sales of frozen food to end consumers is of  EUR
       […] billion) (iv) as explained in paragraph (47), there exists numerous customers on the retail sector which competitors of  Aryzta  could
       turn to in the event of an attempted customer foreclosure.

   51) As regards the market for the procurement of frozen bakery products by retailers, Picard's total demand  for  frozen  bakery  products  in
       France amounted to EUR […] million in 2014, representing [5-10]% of the market for the manufacturing and supply of frozen bakery food (EUR
       […] billion) and [0-5]% of the total sales to end customers in France (approx. EUR […]  billion).  Moreover,  Picard  does  not  currently
       purchase from Aryzta. Therefore, the Transaction is equally unlikely to give rise to any foreclosure strategy by Picard on the market  for
       the procurement of frozen bakery products in France.

   52) Only if a hypothetical narrower market for the procurement of frozen pastries and cakes by retailers is  taken  into  account  within  the
       market for the procurement of frozen bakery products, could Picard be considered a potentially significant  customer  with  sales  to  end
       consumers of EUR […] million, representing [20-30] % of the total market for sales to end consumers of frozen cakes and pastries in France
       (EUR […] million).[35] However, Picard procures and almost exclusively sells products under the Picard brand  or  under  brands  owned  by
       Picard (around […]% of Picard’s total sales) whereas Aryzta does not produce retailer branded products. Moreover, under the current market
       conditions, Picard would not be able to shift its entire demand for frozen pastries  and  cakes;  Aryzta  currently  sells  only  EUR  […]
       million's worth of frozen pastries and cakes in France. This is well below Picard's level of  sales  (EUR  […]  million).  Therefore,  the
       proposed Transaction is unlikely to give rise to any foreclosure strategy by Picard on the market for the procurement of  frozen  pastries
       and cakes.

   53) As regards a hypothetical market for savoury snacks, insofar as it could be  considered  a  subsegment  of  frozen  bakery  products,  the
       Notifying Parties estimate that Picards' market share on the market for the  procurement  of  savoury  snack  comparable  to  what  Aryzta
       manufactures is approximately of [10-20]%. The Notifying Parties submit the market for frozen savoury snacks or any other subsegment  does
       not lead to any new affected market. Given Picard's low market share, the proposed Transaction is unlikely to give rise to any foreclosure
       strategy by Picard on this market.

   54) Furthermore, the proposed Transaction consists in a move from sole control by Lion Capital to joint control by Lion capital and Aryzta and
       will thus further constrain any foreclosure strategy which would be implemented to the advantage of a single Party.

   55) Additionally, in the light of the outcome of the market investigation and of the information available, the Commission considers that  the
       proposed Transaction is not likely to entail any conglomerate effects.

       CONCLUSION

   56) For the above reasons, the European Commission has decided not to oppose the notified operation and to  declare  it  compatible  with  the
       internal market and with the EEA Agreement. This decision is adopted in application of  Article  6(1)(b)  of  the  Merger  Regulation  and
       Article 57 of the EEA Agreement.

For the Commission
(Signed)
Cecilia MALMSTRÖM
Member of the Commission

-----------------------
[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 the Official Journal of the European Union No C 232, 16.07.2015, p.17.

*     Should read 2015.

[4]   Under the terms of the deal, Aryzta would maintain an option to acquire […]% stake in the business in […].

[5]   Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional Notice (OJ  C  95,
16.4.2008, p. 1).

[6]   Picard (France: EUR […] million).

[7]   M.3658–Orkla/Chips (2005); M.2302 – Heinz/CSM (2001); M.1990–Unilever/Bestfoods (2000).

[8]   Questionnnaire Q2 to suppliers - replies to questions 4,4.1 and questionnaire Q1 to Customers - replies to questions 4,4.1.
[9]   M.6813-McCain Foods Group/Luthosa Business (2013), M. 4216 – CVC/Bocchi/De Weide Blik (2006), M.1740 –  Heinz/United  Biscuits  Frozen  and
Chilled Foods (1999).
[10]  M.3658–Orkla/Chips (2005).
[11]  M.3658–Orkla/Chips (2005).
[12]  Including fresh and pre-packaged bread.
[13]  Including crisp bread, extruded bread, crisp rolls, bread sticks, crackers and rusks.
[14]  Including two main segments: the segment for cakes, mini cakes and other  pastries  produced  by  craft  pastries  as  well  as  industrial
producers and the segment for morning goods which include bagels, croissants, scones and similar products normally eaten for breakfast)
[15]  M.2817 – Barilla/BPL/Kamps, M.5286 – Lion Capital/Foodvest, M.6143 – Princes/Premier Foods Cannes Grocery Operations.
[16]  Questionnnaire Q2 to suppliers - replies to questions 6 and questionnaire Q1 to Customers - replies to questions 6.

[17]  Questionnnaire Q2 to suppliers - replies to questions 7 and questionnaire Q1 to Customers - replies to questions 7.

[18]  M.1740 – Heinz/United Biscuits Frozen and chilled foods (1999).
[19]  M.6753 – Orkla/Rieber & Son (2012), M.5975-Lion Capital/Picard Group (2010) and M.3658–Orkla/Chips (2005).
[20]  Questionnnaire Q2 to suppliers - replies to question 10 and questionnaire Q1 to Customers - replies to question 10.

[21]  Questionnnaire Q2 to suppliers - replies to questions 11 and 12.

[22]  Questionnnaire Q1 to Customers - replies to question 13.

[23]  M.1684 - Carrefour/Promodès, and M.2115-Carrefour/GB.

[24]  M.5975 - Lion Capital / Picard Groupe (2010).
[25]        M.5975 – Lion Capital/Picard Groupe (2010) and M.5047-Rewe/Adeg.
[26]        As regards the manufacture and supply of food to the retail sector and to the food service sector, both Aryzta and Lion  Capital  are
temporarily active on this market.  […]. Lion Capital  also  owns  a  […]%  shareholding  in  Findus  but  this  is  a  non-controlling  minority
shareholding. As a result, Aryzta will be the only concerned undertaking to manufacture and supply frozen foods  once  all  ongoing  transactions
are finalized.

[27]  In Sweden, Arytza's  market shares are of less than [0-5]% in any market or sub-segment that we might consider, including respectively  the
frozen products and the frozen bakery segments. As regards Picard, its presence in this country is minimal (12 shops in the country).

[28]  This includes EUR […] millions of frozen savoury snacks.

[29]  Picard's market share on the market for the distribution of frozen food to end costumers by specialised retailers is significantly  higher.
However, as explained in paragraph (16), this subsegmentation is not relevant. For reference, Picard's market share  would  be  of  [50-60]%  for
frozen food products,  [10-20]% for frozen bakery products, [0-5]% for frozen bread and substitutes, [10-20]% for frozen morning goods  and  [70-
80]% for frozen savoury snacks.

[30]  Not active.

[31]  The possible subsegment of frozen starters and frozen pizzas correspond to a complement of Aryzta’s  core  range  of  products  (which  are
traditional bakery products) and Aryzta is not able to provide the breakdown of these sales by type of  product.  However,  as  a  whole,  Aryzta
considers its market share on those complementary products to be of approximately [5-10]%.

[32]  Questionnnaire Q2 to suppliers - replies to question 14.1, 14.2, 14.3 and 14.4.

[33]  Questionnnaire Q2 to suppliers - replies to questions 15 and 16 and questionnaire Q1 to Customers - replies to questions 15 and 16.

[34]        Picard's market share is of [50-60]% on the market for the  retail  distribution  of  frozen  food  products  to  ends  consumers  by
specialized retailers. However, this market share is not relevant on the market for the procurement of frozen food by retailers where  demand  is
made up of large retailers and specialised retailers.

[35]  The figure was estimated by the Parties as […]% of the market for frozen bakery in France.

-----------------------
 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

                                                                 MERGER PROCEDURE

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