CELEX: 32014M7220
Language: en
Date: 2014-10-03 00:00:00
Title: Commission Decision of 03/10/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7220 - CHIQUITA BRANDS INTERNATIONAL / FYFFES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 3.10.2014
C(2014) 7268 final

|In the published version of this decision, some information |           |Public version                                                 |
|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|omitted has been replaced by ranges of figures or a general |           |                                                               |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.                                                |           |                                                               |
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|                                                            |           |MERGER PROCEDURE                                               |

|                                                                       |To the notifying parties:                                              |

Dear Sir/Madam,

Subject:    Case M.7220 - Chiquita Brands International/ Fyffes
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

 1) On 14 August 2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger  Regulation
    by which the undertaking Chiquita Brands International, Inc. ("Chiquita", the United States)  and  the  undertaking  Fyffes  plc  ("Fyffes",
    Ireland) merge within the meaning of Article 3(1)(a) of the Merger Regulation (the "Transaction").  Chiquita  and  Fyffes  are  collectively
    referred to as the "Notifying Parties".

       THE NOTIFYING PARTIES AND THE TRANSACTION

 2) Chiquita is a US-based global importer and wholesaler of fresh produce, in particular bananas. In the EEA Chiquita's activities also include
    the supply of pineapples and other fruit, as well as the provision of banana ripening and shipping services to third  parties.  Chiquita  is
    still vertically integrated (in particular it owns banana plantations in the tropics and ripening facilities) but to a lesser extent than in
    the past. In Europe Chiquita lost significant volumes in the last years and it is now the number two banana company.

 3) Fyffes is an Irish-based global company active in the procurement, shipping, import and  wholesale  of  bananas.  In  the  EEA  Fyffes  also
    supplies other fruit, including pineapples and provides banana ripening and shipping services to third parties. Fyffes  has  become  in  the
    recent years the leader of the European banana market.

 4) On 10 March 2014 the Notifying Parties entered into an agreement to merge the totality of their  operations.  Following  completion  of  the
    Transaction, the entire businesses of Fyffes and Chiquita will be placed under the common control of a new  holding  company  ChiquitaFyffes
    plc. ("ChiquitaFyffes" also hereinafter referred to as the "Merged Entity"), which was formed in Ireland on 25 February 2014. Current Fyffes
    shareholders will hold approximately 40.4% and current Chiquita shareholders will hold around 59.6% of ChiquitaFyffes.

                                               Figure 1: Structure before and after the Transaction

    [pic]

                                                                      [pic]

    Source: Form CO, as amended by the Commission.

 5) The Transaction is structured so that two independent existing undertakings transfer entire assets  and  activities  into  a  newly  created
    holding company and the former shareholders of both Chiquita and  Fyffes  receive  shares  in  this  newly  created  company.  None  of  the
    shareholders of Chiquita will have a shareholding greater than 6% in ChiquitaFyffes. The Transaction constitutes therefore  a  concentration
    within the meaning of Article 3(1)(a) of the EU Merger Regulation.

       EU DIMENSION

 6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 2 500 million[2]  [Chiquita:  EUR  2 302  million,
    Fyffes: EUR 893 million]. In each of Germany[3], the Netherlands[4] and the UK[5]  the  combined  aggregate  turnover  of  the  undertakings
    concerned is more than EUR 100 million and the aggregate turnover of each of at least two of the undertakings concerned is more than EUR  25
    million. The aggregate EU-wide turnover of each of the undertakings concerned is more than EUR 100 million,[6] but they do not achieve  more
    than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

 7) The notified Transaction therefore has an EU dimension within the meaning of Article 1(3) of the EU Merger Regulation.

       APPLICABILITY OF THE EEA AGREEMENT

 8) Bananas and pineapples fall outside the scope of the Agreement on the European Economic Area ("EEA Agreement"). Article 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, 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.

 9) The assessment of the impact of the Transaction in the EFTA States hence falls outside the jurisdiction of the Commission.

       COMPETITIVE ASSESSMENT

10) The Notifying Parties' activities in the EU overlap notably in bananas,[7] but also in pineapples and to a more limited  extent  in  melons,
    limes and apples. The Notifying Parties submit that their activities in the EEA in relation to  the  import  of  melons,  limes  and  apples
    generate only very low turnover and none of these limited overlap activities gives rise to any affected markets.  This  section  will  first
    look at bananas (section 4.1), and then at pineapples (section 4.2).

Figure 2: Overview of the Notifying Parties' activities

                 [pic]

    Source: Parties' presentation to investors on 10 March 2014.

11) The Commission's investigation has consisted notably of the following investigative steps: (i) more than 60 calls with  market  participants
    (retailers, wholesalers, competitors,[8] shipping companies, experts), (ii) 6 questionnaires (including the market test – see section 5.3.2)
    with over 80 replies, (iii) market reconstruction exercise, and (iv) site visit.

1 BANANAS

1 Introduction to the banana industry

12) Bananas consumed in the EU are all of the same Cavendish variety. Bananas are a perennial plant producing fruit all year  round.  Commercial
    production of bananas requires relatively high and stable levels of temperatures,  as  well  as  a  regularity  of  water  supplies  through
    precipitations or irrigation.

13) The EU is the largest consumer and importer of bananas in the world. In 2013 5.4 million tonnes of bananas were consumed in the EU.  Bananas
    grown in the EU (mostly in Spain and France) accounted for about 11% of the EU consumption. The vast majority of bananas marketed in the  EU
    are thus imported (4.8 million tonnes in 2013). The two groups of exporting countries to the EU are  the  Most  Favoured  Nation  countries,
    mainly located in Central and South America (notably Ecuador, Guatemala, Costa Rica, Colombia, Honduras, Mexico, Nicaragua and Panama,  with
    bananas originating in these countries referred to as "dollar" bananas) and the African, Caribbean  and  Pacific  (ACP)  countries  (notably
    Belize, Dominican Republic, Windward Islands, Ivory Coast, Cameroon, Ghana and Suriname). Dollar bananas accounted for 69%, and ACP  bananas
    for 19% of EU consumption in 2013.[9]

14) In addition to the Notifying Parties, a number of other large scale banana importers are active in the EU. Dole Food Company  Inc.  ("Dole")
    and Fresh Del Monte Produce ("Del Monte") are amongst the largest global  suppliers  of  bananas.  In  addition,  there  are  also  EU-based
    companies which import dollar and ACP bananas. These companies have different levels of vertical integration along the value chain.

15) According to FAO,[10] multinational trading companies, and in particular Chiquita, Dole and Del Monte have historically played a major  role
    in the international banana trade, exerting substantial market power in particular on the purchasing side. However, while in the 1980s  they
    controlled almost two thirds of the global banana exports (65.3%), FAO estimates that their share of global exports in  2013  went  down  to
    36.6%.

Figure 3: FAO estimates[11] of market shares of selected companies in global banana exports, in volume

                                                                      [pic]

                       Source: FAO.

16) Figure 4 below provides an overview of the banana supply chain, from the grower until the customer, i.e. retailer or wholesaler.

Figure 4: The banana supply chain

   [pic]

    Source: Fyffes.

17) At the production level, bananas are grown in plantations of different sizes, from small-scale in some  areas,  for  instance  the  Windward
    Islands, to large-scale farms, for instance in Costa Rica. The ownership of farms is diverse: some are in the hands of local growers, others
    are controlled or owned by cooperatives, local large companies or multinational banana importers. The latter have, over the years,  switched
    to some extent from owning production assets to supplies from independent banana growers, often on the basis  of  long-term  relations  with
    these growers. For instance, Fyffes no longer owns any banana plantations, while Chiquita sources [20-40]% of its requirements from its  own
    farms. Similarly, Del Monte grew approximately 41% of the banana volume it  sold  in  2013  in  company-controlled  farms  (in  Costa  Rica,
    Guatemala, Brazil, Cameroon and the Philippines), and purchased the  remainder  from  independent  growers.[12]  This  strategy  allows  for
    flexibility to adapt to the degree of seasonality in demand in the course of the year (demand for bananas is slightly higher  in  the  first
    half of the year and lower in the second part, notably during the summer period).

Figure 5: […]

    […]

    Source: […].[13]

18) Bananas are harvested green at the appropriate maturity and transported to packing stations, where  they  are  inspected  for  quality,  and
    prepared for further shipping in labelled boxes. From there, boxed bananas are dispatched to the port of loading.

19) During shipping, bananas need to be stored at low temperatures (around 14°C). Traditionally this was done in refrigerated  cargo  ships  (or
    "conventional reefers"). Nowadays, containerised liner shipping companies also offer significant  capacity  for  transport  in  refrigerated
    standard sized containers. The three largest container shipping companies are A.P.  Moller–Maersk  Group  ("Maersk"),  MSC  -  Mediterranean
    Shipping Company S.A ("MSC") and CMA CGM S.A. ("CMA CGM"). Fyffes currently has an agreement  with  Maersk,  and  Chiquita  with  MSC.  Both
    Notifying Parties also have time charter arrangements to use conventional reefers, which are used to  ship  […]%  and  […]%  of  their  2013
    volumes, respectively.

20) The ocean transport to the European port of destination can take up to 30 days. The main ports in EU for discharge of bananas  are  Antwerp,
    Bremerhaven, Hamburg, Rotterdam and Portsmouth in Northern Europe and Lisbon, Salerno and Vado for Southern Europe.

21) Imports of green bananas to the EU were previously regulated through a tariff quota (with higher tariffs  for  dollar  bananas)  and  import
    licensing regime.[14] As of 1 January 2006 the EU moved to a tariff-only system. Imports have been liberalised  by  abolishing  quantitative
    restrictions and progressive reductions of import duties for the dollar bananas.[15] Since 1 January 2008 ACP banana suppliers,  which  have
    entered into Economic Partnership Agreement, benefit from duty and quota free access to the EU. Banana imports must meet the requirements of
    the EU Marketing Standards Regulation.[16]

22) Upon arrival in ports of destination fruit is discharged by cranes and transported by trucks or feeder ships (in  the  case  of  the  Nordic
    countries) to short-term cold storage facilities or directly to the ripening facilities.

23) Ripening usually takes place not far from the distribution centres of the customer, since  yellow  bananas  cannot  travel  too  far.  Green
    bananas are stored in temperature controlled ripening chambers, which can be installed in standard warehouses, where ethylene gas is used to
    progressively ripen the fruit during a period from four to six days. The ripening can be carried out in  the  facilities  of  the  importer,
    facilities owned and operated by the retailer, or outsourced to third party service providers. Subsequently,  yellow  bananas  are  supplied
    directly to large retailers or to wholesalers.

24) Along the value chain the most substantive proportion of costs is incurred at the  sourcing  (i.e.  procurement  of  bananas)  and  shipping
    levels.[17] Sourcing costs account for around […]% of the total costs of a yellow banana. Shipping costs account for approximately  […]%  of
    the total costs of a yellow banana and are mainly dependent on the fuel price evolution. Ripening  (and  packaging,  when  required  by  the
    customer) also represents a substantial part of the yellow costs (around […]%[18]). A significant part of cost variation is also related  to
    currency fluctuations since many of the costs are contracted in the local currency or in dollars, while the sales currency is Euro.

2 Relevant product market

1 Bananas vs. other fruit

    The Notifying Parties' arguments

25) According to the Notifying Parties bananas form part of the overall market for fresh fruit.

26) First, the Notifying Parties argue that retailers and wholesalers purchase and sell a wide range of fruit which reflects the fact that final
    consumers tend to allocate one single amount of money for the purchase of fresh fruit. Consumers spend this amount flexibly across different
    fruits depending on prices and the season.

27) Second, according to the Notifying Parties no specific or substantial  constraints  prevent  other  fruit  suppliers  from  expanding  their
    portfolio of fresh fruit and starting sourcing and supplying bananas, in particular since the EU licence and quota regime was  abolished  in
    2006.

    Previous decisional practice

28) The Commission has in the past considered but ultimately left open a segmentation of fresh fruit between bananas  and  other  fruit  at  the
    import/production level on the basis of factors such as: (i) specific regulatory regime applicable to the import of bananas into the EU; and
    (ii) the need for special installations for ripening bananas.[19]

    Commission’s assessment

29) The large majority of retailers that responded to the Commission's questionnaire stated that they would not replace any purchases of bananas
    with other fruits in case of a 5-10% increase in the price of bananas.[20] Moreover, retailers  also  confirmed  that  when  they  launch  a
    promotion for fruit other than bananas (for instance apples) their sales of bananas do not decrease.[21]

30) In this context, one retailer explained that "bananas are a basic product on the shopping list. They are easily purchased by customers,  who
    do not appear to be willing to replace them with other fruit".[22] Other retailers stated that "demand for bananas is relatively independent
    from demand for other fruits"[23] and "demand for bananas is overall quite steady. In case of promotion for apples, demand for bananas  does
    not move much".[24]

31) The main reasons cited by retailers for the low degree of substitutability between bananas and other fruits are the  following:  (i)  banana
    demand is inelastic, (ii) bananas are a 52-weeks product contrary to most other fruits which tend to be seasonal, and (iii) bananas are  the
    lowest cost fruit.

32) Furthermore, the large majority of retailers that responded to the Commission's questionnaire stated that they organize separate tenders for
    bananas.[25]

33) Also competitors mentioned a number of specificities associated with the supply of bananas: (i) lower price variability, (ii) length of  the
    transport from origin to the country of destination, (iii) packaging in plastic bags, (iv) import duties, (v) perishability and the need for
    regularity in supply, (vi) need for ripening services, (vii) existence of yearly contracts with growers, and (viii) transport and storing in
    chilled conditions.[26]

34) To conclude, on the basis of the replies received during the investigation, the Commission considers  that  bananas  can  be  defined  as  a
    product market distinct from other fresh fruit, from the perspective of both customers and competitors.

2 Ripening stage: green vs. yellow bananas

35) The Commission has investigated whether the relevant product market should potentially be segmented between green and yellow bananas.  Green
    and yellow bananas are separated by a ripening process.

    The Notifying Parties' arguments

36) The Notifying Parties claim that green and yellow bananas should be part of the same relevant product market.

37) First, according to the Notifying Parties, there is overcapacity of ripening services. Due to the wide  availability  of  ripening  services
    across all Member States, importers supplying green bananas can easily supply yellow bananas, either by using their own ripening  facilities
    or by outsourcing the ripening to one of the many third party suppliers.

38) Second, customers sourcing yellow bananas can easily switch to sourcing green bananas and arrange for ripening services themselves. For this
    reason, customers can and do switch between purchasing green and yellow bananas.

39) Third, and as a consequence of the previous two factors, the Notifying Parties claim that any attempt to increase prices of yellow  bananas,
    relative to green bananas, would be easily defeated by customers switching to purchases of green bananas and arranging  ripening  themselves
    or alternatively by suppliers of green bananas expanding into the supply of yellow bananas.

    Commission’s assessment

40) First, a large number of competitors that responded to the Commission's questionnaire own ripening facilities.[27] Moreover, the majority of
    competitors and retailers that responded to the Commission's questionnaires stated  that  there  is  enough  ripening  capacity  and  enough
    independent ripeners available.[28] Even in countries where the number of alternative ripeners available is small, the  respondents  to  the
    Commission's investigation confirmed that retailers can integrate backwards into the supply of ripening services (which is already the  case
    for instance in Finland), and the average cost for building ripening facilities from scratch was estimated at only EUR 1-2 million.[29]

41) Second, the majority of retailers which responded to the Commission's questionnaire perform the ripening themselves or indicate the  ripener
    of their choice to the banana supplier.[30]

42) Third, the Notifying Parties in their internal documents […].[31]

43) On the basis of its investigation, and for the purpose of the present Transaction, the Commission concludes that  it  is  not  necessary  to
    distinguish separate markets according to the ripening stage. It is sufficient to look at the overall volumes of bananas sold  to  customers
    independently of their ripening stage.

3 Origins of bananas

44) Bananas consumed in Europe come from (i) the EU (in particular French Martinique and Guadeloupe, Canarias, Madeira), (ii) ACP countries, and
    (iii) Most Favoured Nation countries (dollar bananas).

    The Notifying Parties' arguments

45) According to the Notifying Parties, dollar bananas compete as part of the same overall market with ACP bananas and bananas produced  in  the
    EU, and thus belong to the same relevant product market.

46) First, the Notifying Parties claim that bananas for export, including into the EEA, are all Cavendish bananas which are produced by  growers
    across a wide range of countries.

47) Second, the Notifying Parties argue that EU import duty differentials between ACP bananas  (which  benefit  from  zero  duties)  and  dollar
    bananas have significantly lowered over the last years and are to continue to be gradually reduced in the future.

48) Third, the Notifying Parties claim that bananas originating from different countries across the EU, ACP and  dollar  producing  regions  are
    treated by retailers and wholesalers and final consumers as largely interchangeable.

    Commission’s assessment

49) On the one hand, the vast majority of retailers which responded to the Commission's questionnaire considered bananas of different geographic
    origins as substitutable.[32] As one retailer explained "geographic origin is not a determining factor as long as the product  itself  meets
    our quality requirements and other specifications".[33] Another retailer explained that "customers do  not  demand  any  particular  origin.
    Bananas originating from the various destinations still have the same taste".[34]

50) On the other hand, some competitors mentioned that there are preferences in several European markets for dollar  bananas  (for  instance  in
    Nordic countries), while in others there are preferences for EU bananas (for instance in Spain small bananas from  the  Canary  Islands  are
    popular).[35]

51) For the majority of competitors that responded to the Commission's questionnaire there are also  differences  between  sourcing  bananas  in
    different countries – in particular in terms of freight and duty costs, local production costs (including the existence of reference  prices
    in some of the countries), quality, accessibility and subsidies for European producers.[36]

52) The Transaction will have an impact mostly in Northern Europe (excluding France) where EU bananas play no role and ACP bananas play  only  a
    limited role in some countries where no competition problems arise (for instance the UK – see section 4.1.4.10). As a result, in the  Member
    States where affected markets arise for the purpose of this Transaction,  bananas  from  different  geographic  origins  are  considered  as
    substitutes, with the exception of the Nordic countries where there are almost no non-dollar bananas. Therefore, and for the purpose of  the
    evaluation of the current Transaction it is not relevant to segment the market according to the origin of bananas.

4 Classes of bananas (Class Extra, Class I, Class II)

53) The EU Marketing Standards Regulation sets out the minimum requirements relating to the appearance (e.g. in terms of blemishes), length  and
    grade of the fruit which are applicable to all bananas intended to be supplied to EU consumers. Based on these criteria,  the  EU  Marketing
    Standards Regulation establishes three different classes: “Class Extra”, “Class I” and “Class II” bananas.

    The Notifying Parties' arguments

54) The Notifying Parties submit that different classes of bananas belong to the same overall market.

55) First, the Notifying Parties argue that the differences between classes mainly relate to the selection and  verification  processes  put  in
    place by growers following the instruction of their customers. This involves a more rigorous selection of the fruit at the  packaging  stage
    in order to ensure that the relevant classification standards are met and to ensure consistency across boxes. An importer offering  Class  I
    bananas and seeking to offer to supply Class Extra just needs to specify higher standards for the selection and packaging of fruit.

56) Second, according to the Notifying Parties, except for discount retail chains, retailers tend to buy all types of bananas.

    Commission’s assessment

57) First, while the majority of retailers and competitors that responded to the Commission's questionnaire  confirmed  that  they  do  not  see
    bananas of different classes as substitutable, this was particularly noted for Class II bananas, which are not considered  as  substitutable
    with the remaining two classes.[37]

58) Second, the majority of retailers and competitors that responded to the Commission's questionnaires also confirmed that final  consumers  do
    not see banana from Class Extra and Class I as substitutable by Class II.[38]

59) In Northern Europe, the majority of competitors that responded to the  Commission's  questionnaire  offer  both  Class  Extra  and  Class  I
    bananas.[39] On the other hand Class II bananas are not  sold  in  significant  amounts.[40]  Chiquita  mainly  sells  Class  Extra  bananas
    (approximately […]% of their sales). Fyffes is mainly active in Class I bananas (approximately […]% of  their  sales).  As  expressed  by  a
    competitor in Germany, "sales for retail are Class I or Extra Class bananas".[41]  Several  retailers  in  Finland,  Belgium,  Denmark,  the
    Netherlands, and the UK confirmed that they do not sell any Class II bananas.[42]

60) Therefore, in the light of the above and of all the other available evidence, the Commission considers that for the purpose of  the  current
    Transaction, there is no need to distinguish different relevant product markets according to different classes.

5 Fairtrade/organic bananas vs. conventional bananas

61) Bananas can also be categorised according to their  certifications:  Fairtrade  (i.e. bananas  meeting  ethical,  social  and  environmental
    standards, as certified by the Fairtrade Foundation), organic (i.e. bananas meeting the criteria specified in the Council Regulation (EC) No
    834/2007 of 28 June 2007 on organic production and labelling of organic products) or conventional (i.e. bananas that are  neither  Fairtrade
    nor organic). Some bananas may also bear the double label Fairtrade/organic. Chiquita bananas are certified by the Rainforest Alliance.[43]

    The Notifying Parties' arguments

62) The Notifying Parties consider that conventional, Fairtrade, organic and double label bananas are all part of the same overall market.

63) First, the Notifying Parties argue that while some importers have a strong presence in the Fairtrade and/or  organic  sub-segment,  most  of
    them are active in the supply of bananas to retailers and wholesalers across a number if not all categories.

64) Second, according to the Notifying Parties, retailers and wholesalers buy a mix of conventional, Fairtrade, organic,  double  label  bananas
    which are typically multi-sourced from a number of different suppliers.

65) Third, price variations between differently certified bananas typically just reflect objective differences in input prices.

    Commission’s assessment

66) First, retailers that responded to the Commission's questionnaire mentioned that they organise separate tenders for  Fairtrade  bananas  and
    for organic/double label bananas as opposed to conventional bananas.[44]

67) Second, the majority of retailers that responded to the Commission's questionnaire stated that conventional bananas  are  not  substitutable
    with non-conventional bananas (i.e. Fairtrade and/or organic bananas). The results are less conclusive with respect to the  substitutability
    between Fairtrade and organic bananas. Organic bananas are however often double label bananas.[45]

68) Third, the majority of retailers that responded to the Commission's questionnaire also mentioned that  from  the  point  of  view  of  final
    consumers conventional bananas are not substitutable with non-conventional bananas.[46] This is however more evident in some countries where
    Fairtrade and/or organic bananas have a higher weight as is the case in the UK. By contrast, in some countries non-conventional bananas have
    very limited sales (for instance Fairtrade bananas are "not sold 'south of Belgium'" as expressed by a competitor[47]).

69) Fourth, a number of suppliers have mainly specialized in organic and/or Fairtrade bananas, such as Port International  GmbH  ("T-Port")  and
    AgroFair Benelux B.V. ("AgroFair").

70) Fifth, some competitors that responded to the Commission's questionnaire explained that there are differences  in  producing  and  importing
    organic bananas, Fairtrade bananas and conventional bananas.[48] The main differences in relation to the production of conventional  bananas
    mentioned by competitors were:

     i. for organic bananas: (i) the organic treatment and formalities, (ii) the farm practices, (iii) the need of a third  party  certification,
        (iv) the higher risk due to diseases and growing conditions, (v) no use of man-made chemicals, and (vi) the segregation at  import  level
        to avoid cross-contamination. It would for instance be very difficult or  impossible  to  produce  organic  bananas  in  Costa  Rica  and
        Colombia;

    ii. for Fairtrade bananas: (i) the need to pay a fee to the Fairtrade organisation, (ii) producers are different, (iii) Fairtrade bananas are
        grown on small farms and not on large plantations.

71) As regards switching, competitors explained that converting to organic production  requires  changing  the  production  process  to  organic
    farming while switching to Fairtrade entails adherence to specified social standards.

72) As for Rainforest Alliance bananas, the Commission concludes on the basis of the investigation that they are  mostly  seen  as  conventional
    bananas.[49] Chiquita appears to use Rainforest Alliance certification as a means of reinforcing its brand and not as a selling  proposition
    for the Fairtrade/organic tenders. […].[50]

73) The Commission considers that on the basis of the replies received during the investigation it is justified to segment  the  market  between
    (i) conventional bananas and (ii) organic and/or Fairtrade bananas. For the purpose of assessing the present Transaction it is  however  not
    necessary to distinguish further between organic and Fairtrade bananas, in particular due to the fact that the differences between these two
    categories are blurred by the presence of double label bananas.

6 Branded bananas vs. unbranded/private label bananas

74) Bananas can be sold under a range of brands: producer brand, importer brand, wholesaler brand,  and  private  label  or  unbranded  bananas.
    Private labels are characterized as being branded with a retailer's label rather than a supplier's label.

    The Notifying Parties' arguments

75) The Notifying Parties consider that both branded and private label bananas are part of the same overall market.

76) First, the Notifying Parties argue that both branded and private label bananas (i) are grown in the same farms; (ii) are identical  products
    with no material differences; (iii) follow the same supply chain path from the grower to the retailer's shelf; and (iv) are sold in  similar
    packaging formats.

77) Second, the Notifying Parties claim that (i) retailers purchase both branded and private label bananas, (ii) these bananas compete  for  the
    same shelf space and (iii) retailers can and do switch between different categories of bananas.

78) Third, the Notifying Parties claim that retailers and wholesalers use the same procurement processes when buying branded, private label  and
    unbranded bananas. As a result many banana suppliers offer bananas as requested by the customer on a branded,  private  label  or  unbranded
    basis.

79) Fourth, the Notifying Parties argue that the different prices charged by retailers for branded bananas  and  private  label  bananas  simply
    reflect the different value attributed by final consumers to the different brands, namely in terms of  the  perceived  quality  differential
    reflected in the brand.

    Previous decisional practice

80) In the past the Commission examined in several cases whether separate markets  exist  for  branded  and  private  label  consumer  products,
    although not for fresh produce and in particular for the supply of bananas.[51]

81) To assess the existence and degree of competitive interaction between brands and private  labels  at  the  upstream  level,  the  Commission
    analyses whether brands and private labels are, from the perspective of retailers, more complements or substitutes, in other  words  whether
    retailers can and will substitute branded products with private labels in case of a small price increase of brands.[52] In  particular,  the
    Commission looks at criteria, such as: the stability of private label sales, the extent to which  market  players  producing  private  label
    products are different from suppliers of branded products, the price difference between branded and private label products, or the existence
    of "must-have" brands.[53]

    Commission’s assessment

82) First, overall in the EU brands have been losing importance. Notably Chiquita, seen in several countries as the only recognisable brand  for
    fresh produce, lost [20-30]% of its sales volumes in the EEA over the last five years (from around […][54] in […] to […] in […]).

83) Second, according to the Notifying Parties' internal documents private label bananas exert a considerable competitive  pressure  on  branded
    bananas. […][55], […].

84) Third, the Commission's analysis also confirmed that branded bananas have been losing significant weight to private label  in  most  of  the
    Member States under examination. According to one retailer "over the last few years even in the retail sector, customers  have  become  less
    loyal to a brand and more concerned about price. This is evident as final consumers shop around (across a number of different retailers) and
    some retailers switch between brands".[56] Another retailer explained that "brands do not matter so  much  to  customers  in  [name  of  the
    country]: customers simply want to buy good quality bananas".[57] Therefore, as one competitor mentioned "there is a trend towards a  lesser
    importance of brands in Europe".[58]

85) Fourth, the majority of competitors that responded to the Commission's questionnaire confirmed  that  they  offer  both  private  label  and
    branded bananas.[59] Moreover, the Commission's investigation also allowed to determine that, in general, there  is  no  differentiation  in
    packaging formats of private label versus branded products.

86) Fifth, the Commission's investigation revealed that the price paid for premium branded bananas is only 15-25% higher than the price paid for
    private label bananas,[60] and there is a continuum of non-premium brands whose prices are within the two extremes.

87) Sixth, no definitive conclusion can be drawn from the statements on substitutability between branded and private label bananas both  in  the
    case of retailers' replies and competitors' replies.[61] In fact, the relevance and value  of  brands  depend  on  the  Member  State  under
    analysis. There are differences between Member States as to (i) the general attachment to banana brands and (ii) the brand  preferences  for
    individual brands. For instance, a competitor explains that "customers in countries such as Poland, the Czech Republic or the Baltics do not
    care for brands".[62] To the extent that those elements are applicable, they will be taken  into  account  where  relevant  in  the  country
    analysis in sections 4.1.4.3 to 4.1.4.11. In any case, the large majority of retailers that responded to the Commission's  questionnaire  do
    not consider either Chiquita or Fyffes as a "must have" brand.[63]

88) In general, in the produce category brands have limited significance. Even so, within the produce segment, bananas appear as a  category  in
    which brands have retained some importance and certain brands do command in particular Member States a premium. However, on the basis of the
    results of the investigation, and for the purpose of the current Transaction, there is no need to distinguish between  branded  and  private
    label bananas.

7 Different channels to reach final customers and different levels of the value chain

89) Bananas, similarly to other consumer food products and in particular similarly to other fresh produce food products, reach  final  consumers
    through two channels:

              i. modern retail (i.e. supermarkets, hypermarkets etc.) and

             ii. channels other than modern retail (i.e. cash  &  carry  shops,  open  markets,  food  service  channel,  Out  Of  Home  eating,
                 institutional catering, etc.).

90) The Notifying Parties, as companies importing large volumes of bananas from the tropics, do not usually sell directly to outlets in channels
    other than modern retail. Instead they sell bananas to large retailers and wholesalers, which are at different levels of the value chain (as
    illustrated in Figure 6). Wholesalers then sell bananas to both large retailers in the modern retail channel or further distribute it to the
    multiple outlets in the non-modern retail channel.

Figure 6: Banana sales channels

                                                                      [pic]

         Source: Commission.

    The Notifying Parties' arguments

91) The Notifying Parties argue that the market should include the import and supply of bananas to both retailers and wholesalers.

92) First, the Notifying Parties claim that importers do not control, and in many cases do not even know, to which of the  channels  wholesalers
    are selling bananas. Therefore the price they charge, the packaging of bananas etc. are the same independently of the channel where  bananas
    are later sold.

93) Second, the Notifying Parties claim that as a result of elimination of import licences and quota restrictions, wholesalers which  previously
    sourced bananas from importers can now obtain them directly from source in the tropics and thus a distinction between import  and  wholesale
    level would ignore these commercial realities.

    Previous decisional practice

94) In past cases concerning banana supply, the Commission examined, but ultimately left open, whether  separate  markets  exist  for:  (i)  the
    import/production level, where importers and producer organisation supply fresh fruit to wholesalers  and  large  retailers,  and  (ii)  the
    wholesale level, where wholesalers supply smaller retailers and food service channel customers, such as restaurants  and  hospitals.[64]  In
    addition the Commission also considered, albeit for cases not concerning fresh produce, the existence of separate markets for sales  to  the
    retail sector and for sales to the food services sector.[65]

    Commission’s assessment

95) The division between (i) import/production and (ii) wholesale level has been confirmed by the Commission's  investigation.  However  it  has
    also shown that wholesalers are now selling also directly to the large retailers and not only to the  smaller  retailers  and  food  service
    channel customers, such as restaurants and hospitals.

96) The Commission considers that there are certain specificities in supplying customers in the non-modern  retail  channel.  [66]  However  the
    Notifying Parties do not directly sell to channels other than modern retail, but instead sell to wholesalers that serve as intermediaries to
    several of these small outlets. Therefore the Commission will not analyse the effects of the Transaction with respect to  the  direct  sales
    into non-modern retail channel.

97) The distinction between sales to retailers and wholesalers does not seem to be justified on the basis  of  the  Commission's  investigation,
    since banana importers compete for the overall supply of bananas in a given geographic area.

98) Specifically, major wholesalers also directly source bananas from the tropics[67] and trade them with  other  wholesalers  at  the  European
    ports.[68] As pointed out by one competitor, "the competitors on the wholesale market are  fairly  the  same  as  the  ones  of  the  retail
    market".[69]

99) In addition, there appears to be a feedback effect on prices between the two  segments.  The  majority  of  retailers  mentioned  that  when
    negotiating a contract with a banana supplier the main factor they take into  account  is  the  price  of  the  wholesale  market.[70]  When
    importers sell bananas to a wholesaler in a given geographic area they take into account that the wholesaler will also compete with them for
    customers of the retail sector and therefore importers set wholesale prices knowing that these also have an effect on the prices charged  to
    customers in the retail sector. Furthermore, unlike packaged consumer goods, importers of bananas are unable to prevent sales by wholesalers
    directly to large retailers by means of using different packaging for these two groups.

100) On the basis of the above and of all the other available evidence, the Commission considers that for the purpose of the  assessment  of  the
    Transaction the relevant market corresponds to the import and supply of bananas to retailers and wholesalers.

8 Banana ripening services

    The Notifying Parties' arguments

101) The Notifying Parties identify the provision of banana ripening services to third parties as a separate product  market.  According  to  the
    Notifying Parties this market does not include captive ripening services supplied by the banana importers for the purposes of ripening their
    own green bananas.

    Previous decisional practice

102) The Commission has previously considered, but ultimately left open, whether a separate market exists for banana ripening services  to  third
    parties in the light of the specific know-how and investment which are required to be active at this level of the value chain.[71]

    Commission’s assessment

103) The Commission considers that for the purpose of the Transaction a relevant market for banana ripening services should  be  defined  on  the
    basis of the following reasons.

104) First, whereas in the past all the major banana suppliers were fully integrated  into  the  ripening  business,  nowadays  many  independent
    providers of ripening services exist. In addition, many importers owning ripening facilities sell banana ripening services to third parties.

105) Second, the vast majority of competitors that responded to the Commission's questionnaire consider ripening as a complex  process  requiring
    specific knowledge and experience.[72]

9 Conclusion

106) For the purpose of the assessment of the Transaction, the Commission analyses the markets: (i) for the overall import and supply of  bananas
    to retailers and wholesalers and its potential segmentation on the basis of certification (Fairtrade/organic vs. conventional), (ii) for the
    supply of banana ripening services.

3 Relevant geographic market

1 Import and supply of bananas to retailers and wholesalers

    The Notifying Parties' arguments

107) According to the Notifying Parties the relevant geographic scope of the candidate market should be considered as EEA-wide.

108) First, the Notifying Parties argue that importers sell bananas across EEA. Bananas arrive at various European ports and  all  parts  of  the
    Europe can be easily supplied by sea by importers that bring bananas from banana producing countries. Shipping logistics enable  bananas  to
    be discharged flexibly at multiple ports along Europe. Moreover, intra-EEA transport costs are low as a proportion of wholesale  prices  and
    do not make it unprofitable to transport bananas over relatively large distances.

109) Second, the Notifying Parties claim that banana importers adjust annually, or even within a shorter term, shipping volumes and  destinations
    across the EEA in reaction to changes in demand. Moreover, and given that the difference between the costs of shipping to different European
    ports is sufficiently low, a 5-10% price increase in one country would be effectively  constrained  by  trade-inflows  from  other  European
    countries.

110) Third, the Notifying Parties argue that ripening centres with free capacity are widely available across all of the  EEA  and  there  are  no
    obstacles to the cross-border provision of such services. Thus, access to ripening facilities should not constitute a barrier  to  entry  or
    expansion for banana importers anywhere in the EEA.

111) Fourth the Notifying Parties argue that customers are able to procure bananas from suppliers located anywhere in the EEA. According  to  the
    Notifying Parties some customers which are active in a number of Member States choose to source their entire  European  banana  requirements
    under single multi-territory contracts.

112) Fifth, the Notifying Parties argue that customer preferences are wider than national.

113) Sixth, the Notifying Parties claim that wholesale prices for green bananas in different Member States tend to move together over time.

114) Alternatively the Notifying Parties propose that the Transaction is assessed on the basis of a Northern Europe cluster[73]  and  a  Southern
    Europe cluster[74].

115) First, the Notifying Parties argue that competitors principally based in Northern  Europe  are  (at  least  marginally)  more  effective  in
    competing for customers in the Northern European cluster than competitors which are wholly or predominantly based in Southern Europe.

116) Second, the Notifying Parties argue that Northern European and Southern European shipping routes are operated  separately  from  each  other
    and that banana importers prefer to discharge fruit close to the location of  the  relevant  customers’  ripening  centres  or  distribution
    centres.

117) Third, the Notifying Parties argue that in Northern Europe customers are mainly retailers whereas their principal customer base in  Southern
    Europe consists mainly of wholesalers.

    Previous decisional practice

118) In its past decisions the Commission has left the exact boundaries of  the  geographic  market  open  and  considered  fresh  fruit  at  the
    import/production level on a national, clusters of countries, and EEA-wide basis. At the wholesale level, the Commission left  open  whether
    the market was national or consisted of clusters of countries.[75]

    Commission’s assessment

119) First, the majority of retailers and competitors that responded to the Commission's questionnaires stated that there are differences in  the
    preferences of banana consumers among different Member States.[76]

120) Retailers mentioned differences in the quality demanded, namely that "the expectations for quality of  the  product  seem  to  vary  between
    different markets" and "different customers in different regions have different requirements".[77] Moreover, one retailer explained that "In
    the UK, consumers prefer medium- to small- size bananas. […] In Germany, Scandinavia and Poland, consumers  have  a  preference  for  bigger
    bananas".[78] One competitor also explained that "The Global GAP certification is required in Northern Europe retail only, not  for  Eastern
    Europe or the Mediterranean".[79]

121) Retailers also mention differences in the preferences for the origin of bananas: "Scandinavia is mainly using the so  called  dollar-bananas
    from Mid/South-America, UK is using plenty bananas from Windward-Islands and Africa"[80], and "France is a different market in that respect,
    since it has some historical connections with ACP countries and customers prefer ACP bananas there"[81]. Three competitors also stated  that
    Spanish customers have a preference for bananas from the Canary Islands.[82]

122) Cross-country differences in the value that final consumers attach to brands were also mentioned.[83] One competitor explained  that  "brand
    preferences vary from country to country. Chiquita is well known in both Holland and Germany. By contrast, customers in  countries  such  as
    Poland, the Czech Republic or the Baltics do not care for brands".[84] As a result also the premium that  the  Chiquita  brand  can  command
    varies by country.

123) There are also different preferences for certified bananas. In some countries there seems to be a clear preference  for  Fairtrade  bananas,
    while in other countries this type of bananas is almost not present: "In Denmark, organic/Fairtrade bananas are much more  popular  than  in
    Norway. In Sweden, the situation for organic/Fairtrade is similar to Denmark but there is a bigger share of organic  bananas"[85],  "the  UK
    market is more focused on Fairtrade bananas, with some retailers selling 100% Fairtrade. In Ireland, Fairtrade is not so relevant"[86].

124) In addition, there are also differences in the preferences for the packaging of bananas: "Every country in Europe is different.  In  Belgium
    and Germany, bananas are sold by the kilo. In Denmark, they are sold by the piece".[87]

125) Second, the nature of customers (retailer or wholesaler) varies significantly across countries. In Northern Europe  most  of  the  Notifying
    Parties' customers are retailers, whereas in Eastern and Southern Europe banana importers sell their bananas mostly  to  wholesalers,  which
    then distribute these volumes to retailers or outlets in the non-modern retail channel. Retail market  structures  also  vary  significantly
    between countries. In some countries (like Belgium and Finland) they  are  very  concentrated,  while  in  other  countries  they  are  more
    fragmented (like Italy and Poland). The importance and presence of discount stores also varies across countries.

126) Third, the majority of retailers that responded to the market  investigation  also  stated  that  there  are  differences  in  prices  among
    countries, despite the fact that the bananas are often imported through the same ports.[88] These price differences result in part from  the
    perishable nature of bananas, which cannot be stored for long periods and thus the potential for cross-border  arbitrage  is  very  limited.
    Retailers explained that "there are differences in the market conditions (such as for instance the scope of logistics network,  availability
    of ripening facilities) and consequently in prices for bananas in various countries in which it operates"[89]  and  that  for  instance  "in
    Eastern Europe prices normally are at a lower level"[90].

127) According to the data submitted by the Notifying Parties concerning price evolution in different Member States,  although  it  appears  that
    prices in some Member States move in a similar way to a certain extent, which could be the result of strong common cost or  demand  factors,
    it is evident that considerable price differences exist between Member States.

Figure 7: […]

    […]

    Source: […].

128) The majority of retailers which have activities in several countries reported that they  negotiate  prices  at  a  national  level.[91]  One
    competitor confirmed that "customers can be transnational but do not buy their bananas in a global way, or to a limited extent.  Thus  [name
    of competitor] views banana markets as national".[92] Another competitor stated that "each country  must  be  looked  at  separately,  since
    retailers buy on a country basis".[93]

129) Fourth, although many competitors that responded to the market investigation stated that they do not need to have sales  force  in  a  given
    country to be able to sell bananas there, they tend to have different pricing strategies per country.[94] One competitor  mentions  that  it
    "prefers working on a market by market basis. This is because national markets are very different from one another […] and each country is a
    market in itself. [name of competitor] tries to have a sales unit in each country,  due  to  the  cultural  differences,  eating  habits  of
    consumers and to the language barriers".[95] Moreover, there are several small banana suppliers that are mainly present in their country  of
    origin.

130) Fifth, the competitors' replies to the Commission's questionnaire did not suggest that expansion or entry would be a timely reaction to a 5-
    10% permanent increase in price of bananas in a given country.[96] Competitors reported that a few  months  would  be  needed  in  order  to
    evaluate the business case for expansion or entry and for setting up the necessary commercial relationship (notably with shipping  companies
    and providers of ripening services). One competitor explained that "[name of competitor] could theoretically start supplying a potential new
    supplier straightaway. But it would need time to expand".[97] Therefore, since in this case suppliers are not able to switch  production  to
    the relevant products and market them in the short term supply-side  substitutability  will  not  be  considered  at  the  stage  of  market
    definition, but only when potential competition is taken into account.[98]

131) In the light of the arguments described, the geographic scope of the market for  the  supply  of  bananas  is  not  EEA-wide.  The  evidence
    collected in the course of the Commission's investigation points towards national markets. The competitive assessment is  thus  based  on  a
    national dimension.[99] However, the Commission's investigation also highlighted the need to take into account regional competitive dynamics
    resulting from the shipping routes, notably at the Northern European level.

2 Banana ripening services

    The Notifying Parties' arguments

132) The Notifying Parties agree with the Commission’s assessment in previous merger cases that customers purchase these services  in  their  own
    country and in close neighbouring areas. According to the Notifying Parties, the market for contract ripening is at least national in scope,
    albeit with significant cross-border trade flows.

    Previous decisional practice

133) In a previous decision the market investigation indicated that customers purchase ripening services in their  own  country  or  at  most  in
    close neighbouring areas.[100] The Commission however left open the exact geographic scope.

    Commission’s assessment

134) The Commission considers, on the basis of the replies to  the  market  investigation,  that  ripening  needs  to  take  place  in  dedicated
    facilities close to the customers because transport of yellow bananas is time sensitive and costly. One wholesaler confirmed this by stating
    that it "needs bananas from ripening centres that are close".[101] Some degree of cross-border ripening was indicated  to  take  place,  for
    instance between Denmark and Germany and between Belgium and the Netherlands.

3 Conclusion

135) For the purpose of the assessment of the current Transaction, the Commission considers, on the basis of the  above  and  of  all  the  other
    available evidence, that the geographic dimension of the markets for the import and supply of bananas to retailers  and  wholesalers  to  be
    national. In the case of the markets for banana ripening services, the Commission considers the relevant geographic dimension to be at least
    national. However for banana ripening services the exact geographic market definitions can be left open as no serious doubts arise under any
    plausible market definition.

4 Assessment of potential non-coordinated effects

1 Competition along the banana supply chain

    The Notifying Parties' arguments

136) The Notifying Parties argue that the environment in which they currently  operate  is  characterised  by  the  absence  of  any  significant
    barriers to entry or expansion primarily due to the abolition of the EU licensing and quota regime  and  the  development  of  containerised
    shipping. As a result, according to the Notifying Parties, vertical integration no longer bestows the banana companies  with  a  competitive
    advantage.

137) More specifically, at the growing level, supply of bananas exceeds demand and there is a significant number of banana growers  of  different
    sizes and types. This allows banana importers to adopt various sourcing strategies with some of them  owning  banana  farms,  others  buying
    bananas from growers on a long-term or on a spot basis, and yet others combining these two approaches. The Notifying Parties note that their
    respective sourcing strategies – which are different from each other and complementary in terms  of  geographic  location  of  the  sourcing
    countries – reflect the variety of sources at the growing level. Fyffes no longer owns any banana farms […]. Chiquita  obtains  [20-40]%  of
    its banana procurement from owned and leased plantations […].

138) As regards shipping, the Notifying Parties claim that a number of shipping companies - such as  Maersk,  MSC,  CMA-CGM,  Hamburg  Süd  Group
    ("Hamburg Süd") and Hapag-Lloyd AG ("Hapag-Lloyd") for containerised liner  services  and  Seatrade  Reefer  Chartering  N.V.  ("Seatrade"),
    NYKCool AB ("NYKCool") and Cosiarma SpA ("Cosiarma") for liner reefer services - offer  services  between  Central  and  South  America  and
    Europe, serving a large number of ports and with shipping schedules  adapted  to  different  needs.  Following  the  evolution  in  shipping
    logistics, the Notifying Parties themselves moved away from owning reefer vessels and over the past five years have increased the  share  of
    containerised liner services for their transport of bananas to Europe (up to […]% in 2013 for Fyffes and up to […]% in 2013 for Chiquita).

139) With respect to intra-EEA transport, the Notifying Parties argue that it is mostly arranged by the customers or ripeners which pick  bananas
    Free on Truck (FOT) at the ports of discharge. In cases where banana importers undertake the  intra-EEA  transport,  they  use  third  party
    trucking services providers, which are readily available. The Notifying Parties also submit that there is no shortage of storage facilities,
    should there be a need to store bananas in refrigerated conditions before they are transported further.

140) Finally regarding the last stage of the supply chain, the ripening, the Notifying Parties argue that it  is  relatively  easy  to  build  or
    expand and operate a ripening facility. This is evidenced by the fact that in some Member States retailers (for instance Edeka  in  Germany)
    have decided to invest in in-house ripening facilities. Additionally the Notifying Parties claim that there is overcapacity in the supply of
    ripening across the EU.

141) The Notifying Parties argue that each level of the supply chain is a genuinely level playing field, which implies  that  both  Chiquita  and
    Fyffes have to face competition from other banana importers (of various sizes),  customers  (wholesalers  and  retailers  which  can  source
    directly in the tropics) and also growers which established their marketing presence in the EU.

142) Furthermore the Notifying Parties argue that their retailers enjoy significant buyer power. They arrange procurement  and  tender  processes
    to extract the most competitive conditions, they multi-source, easily and frequently switch volumes between banana suppliers, they are ready
    to sponsor alternative suppliers' growth and/or to start direct sourcing in the tropics. Also the  wholesale  customers,  according  to  the
    Notifying Parties, switch easily, run informal tenders, multi-source and direct source bananas in the tropics.

    Commission’s assessment

143) As it was mentioned in paragraph (131) above, the geographic market in this case is national in scope. The  Notifying  Parties  have  either
    limited or non-overlapping activities in Southern Europe, while the Member States with most significant overlaps and highest combined market
    shares after the Transaction are located in Northern Europe and include: Belgium, Denmark, Finland, Germany, Ireland, Latvia, Lithuania, the
    Netherlands, Poland, Sweden and the UK. The only affected Member State located in Southern Europe is Italy.  Furthermore,  it  appears  that
    smaller and medium size competitors focus their activities either on the Member States located in Northern  or  in  Southern  Europe,  which
    could also result from the fact that there are separate shipping routes to these two parts  of  Europe.  For  the  purpose  of  the  present
    Decision the main focus of the competitive assessment will be placed on Northern Europe.

144) The analysis below concentrates on the different levels of the banana supply chain, through which bananas are  carried  in  order  to  reach
    retail and wholesale customers located in particular Member States in Northern Europe. It is  aimed  at  verifying  the  Notifying  Parties'
    claims as to the competition and contestability at each of these levels.

    Production and procurement of bananas

145) In the course of the Commission's investigation, competitors confirmed the current availability of sources for  banana  procurement  in  the
    tropics: "In Ecuador, there is a huge availability for direct-sourcing. Similarly in Central America, it is possible to find  growers"[102],
    "[name of competitor] could find alternative growers of bananas"[103], "In America, the dynamic is very  different:  there  are  many  large
    independent growers. The market is less dominated by multinationals than it is in Asia/Pacific"[104].  The  large  majority  of  competitors
    never experienced a refusal to supply from a grower.[105] Finally an industry expert notes that "there is no 'race  for  land'  in  bananas.
    Land is not scarce and there is room for expanding capacity […] Productivity is also low and could be raised in dollar zone  countries,  for
    instance Ecuador."[106]

146) It should be noted that some of the competitors expressed concerns as regards the combined position of the Notifying  Parties  for  sourcing
    bananas in particular countries in the tropics, for instance in Colombia.[107] However these concerns do not appear to be justified  on  the
    basis of the data concerning the Notifying Parties export volumes from principal banana exporting countries presented in Table 1  below.  In
    particular, in Colombia the Notifying Parties jointly cover only [20-30]% of  total  bananas  exported  by  this  country.  Furthermore  the
    Notifying Parties' sourcing activities in the principal banana exporting countries are complementary, with the overlap reaching at most  [5-
    10]% […]. Finally, in the largest exporting country, i.e. Ecuador, the Notifying Parties cover only [5-10]% of the total banana production.

Table 1: Notifying Parties' export volumes from main banana exporting countries

|Country                  |Volume of bananas       |Volume of bananas       |Volume of bananas       |Combined estimated share |
|                         |exported ('000 LCEs)    |sourced by Fyffes ('000 |sourced by Chiquita     |of total bananas produced|
|                         |                        |LCEs)                   |('000 LCEs)             |(in %)                   |
|Costa Rica               |109 654                 |[…]                     |[…]                     |[5-10] + [20-30] =       |
|                         |                        |                        |                        |[30-40]                  |
|Colombia                 |99 184                  |[…]                     |[…]                     |[20-30] + [0-5] = [20-30]|
|Guatemala                |103 827                 |[…]                     |[…]                     |[0-5] + [20-30] =[20-30] |
|Honduras                 |48 724                  |[…]                     |[…]                     |<[0-5] + [20-30] =       |
|                         |                        |                        |                        |[20-30]                  |
|Ivory Coast              |18 346                  |[…]                     |[…]                     |[10-20] + [0-5] = [10-20]|
|Dom. Republic            |16 065                  |[…]                     |[…]                     |[10-20] + [0-5] = [10-20]|
|Cameroon                 |13 324                  |[…]                     |[…]                     |[5-10] + [0-5] = [5-10]  |
|Mexico                   |16 622                  |[…]                     |[…]                     |[0-5] + [50-60] = [50-60]|
|Panama                   |13 243                  |[…]                     |[…]                     |[0-5] + [80-90] = [80-90]|
|Peru                     |6 692                   |[…]                     |[…]                     |[0-5] + [0-5] = [5-10]   |
|Belize                   |5 368                   |[…]                     |[…]                     |[90-100] + [0-5] =       |
|                         |                        |                        |                        |[90-100]                 |
|Suriname                 |4 492                   |[…]                     |[…]                     |<[0-5] + [0-5] = <[0-5]  |
|Ghana                    |3 032                   |[…]                     |[…]                     |[5-10] + [0-5] = [5-10]  |
|Brazil                   |5 173                   |[…]                     |[…]                     |[5-10] + [0-5] = [5-10]  |
|Mozambique               |2 700                   |[…]                     |[…]                     |<[0-5] + [0-5] =< [0-5]  |
|Nicaragua                |503                     |[…]                     |[…]                     |[90-100]                 |

 Source: Form CO.
147) The arguments of the Notifying Parties concerning various sourcing strategies of competitors were also confirmed by the  Commission  on  the
    basis of the replies to its investigation, with one of the smaller competitors stating that it "does not own any banana plantation. Instead,
    it has long-term relationships with independent, medium-sized growers in Colombia and Ecuador"[108], "[name of competitor]'s  philosophy  is
    to maintain its relationships with its growers. For Ecuadorian bananas,  [name  of  competitor]  benefits  from  experience,  history,  good
    quality, availability of many suppliers".[109]

148) The majority of competitors that responded to the Commission's questionnaires considered that  after  the  Transaction  the  rivals  of  the
    Notifying Parties will still have access in the tropics to bananas in sufficient volumes and of required quality, in particular due  to  the
    fact that there is ample number of growers.[110] A large competitor noted: "Post-merger, production in the  sourcing  country  will  not  be
    concentrated so much that [name of competitor] will not be able to find growers".[111] Smaller  competitors  stated  that  they  have  long-
    lasting relations with the growers and these will not be affected by the Transaction.[112]

149) As to the growers, they claimed that there are constraints for increasing their production capacity, however the  limitations  they  mention
    (cost of land, increased production costs, access to credits) appear to concern costs and as  such  can  be  eliminated  should  demand  for
    bananas rise sufficiently. Furthermore the growers prefer to engage in contractual relationships with more customers in order  to  diversify
    risk,[113] which implies that they are less willing to accept potential exclusivity clauses in contracts and it is  less  likely  that  they
    would choose to be lined to only one banana importer.

    Shipping and transport of bananas

150) With respect to shipping, it appears that the  majority  of  small  and  medium  size  competitors  predominantly  use  containerised  liner
    shipping.[114] Those competitors also admitted that the introduction of refrigerated containers has facilitated their ability  to  transport
    smaller volumes of bananas (with one of the competitors stating clearly that they can now  move  whatever  volume  they  wish  and  are  not
    dependent on anyone else but the shipping lines) and contributed to more flexibility (for instance in terms of  being  able  to  serve  more
    ports), but they did not confirm that it has led to lower transport costs.[115] Shipping companies stated that there  are  no  barriers  for
    them to increase capacity to transport bananas into Northern Europe and they confirmed that currently there is overcapacity with respect  to
    reefer containers.[116]

151) Competitors appear to be divided on the comparison between reefer vessels and  refrigerated  containers,  with  some  of  them  appreciating
    rather the reefer vessels (which offer shorter transit time and - according to some - better quality)  and  others  preferring  refrigerated
    containers (due to their greater flexibility and ease of  handling).[117]  Furthermore  there  are  smaller  competitors  which  use  solely
    refrigerated containers for their entire banana volumes,[118] while others use almost exclusively reefer vessels,[119]  which  implies  that
    both modes of transport must have their own advantages. It should also be noted that the modern reefer vessels tend to carry  containers  on
    the deck (in addition to pallets below the deck) which blurs the differences between these two modes of transport even further.

152) While it appears that Maersk (providing shipping services to Fyffes) and MSC (providing shipping  services  to  Chiquita)  are  particularly
    strong as regards transport of bananas from the tropics to Northern Europe, the Commission's investigation has not shown that  they  have  a
    decisive competitive advantage over other providers of shipping services, in particular in terms of cost structure or  capacity.[120]  As  a
    result banana importers of various sizes should be able to choose between  two  different  transport  modes  (reefer  vessels,  refrigerated
    containers) and a variety of providers.

153) However it should be noted that some competitors considered that the Transaction might lead to less availability of  shipping  services  and
    this may constitute a barrier to entry/expansion in the supply of bananas for Northern Europe.[121] They noted in  particular  that  due  to
    their high combined volumes the Notifying Parties will "have the first call on the space" and might "influence whom the  shipping  companies
    can carry for on particular routes”.[122] Also the majority of shipping companies confirmed that the  negotiating  power  of  the  Notifying
    Parties will increase as a result of the Transaction.[123] These concerns will be analysed further in sections  4.1.4.5,  4.1.4.7,  4.1.4.11
    and 4.1.4.12 below.

154) Finally, the Commission's considers, on the basis of the replies to the market investigation, that the arguments of  the  Notifying  Parties
    as to the availability of in-land transport services are founded.[124]

    Ripening of bananas

155) In the course of the Commission's investigation, competitors indicated that – at the EU-wide level – there is enough ripening  capacity  and
    enough independent ripeners. Also only a minority stated that access to ripening facilities might constitute a  barrier  to  the  supply  of
    bananas.[125] It appears that while ripening as such is a process  which  requires  certain  knowledge  and  experience,[126]  investing  in
    expanding ripening capacity does not entail significant cost or require a long time. One of the competitors estimated the cost of building a
    new ripening room and adding it to an existing facility at EUR 100 000 and the time needed would be 6 months.[127]  Moreover,  according  to
    market participants the average cost for building ripening facilities from scratch was estimated only at EUR 1-2 million.[128]

156) However, it also results clearly from the Commission's investigation that ripening services are to be provided  close  to  the  distribution
    centres of the clients, because if yellow bananas are  transported  over  long  distances,  their  shelf-life  shortens  and  their  quality
    suffers.[129] Therefore, the issue of access to ripening facilities will be analysed in more detail below on a country-by-country level.

2 Competitive landscape for imports into Northern Europe

    The Notifying Parties' arguments

157) According to the Notifying Parties, due to the contestability of the market in which they operate, they face strong  competition  from:  (i)
    established global fruit importers (such as Dole and Del Monte), (ii) other large importers into the EU (such as Grupo Noboa S.A. –  "Noboa"
    or Compagnie Fruitière) and (iii) medium and smaller sized players who can  easily  increase  their  import  volumes  and  expand  into  new
    territories. Figure 8 below shows that the players other than the global importers have been steadily  strengthening  their  position,  with
    their share of banana imports into the EEA increasing since 2006.

Figure 8: EEA banana imports 2006-2013, in volume

                                                                      [pic]

      Source: Form CO.

158) The Notifying Parties also note that they face competition from the growers, which establish their marketing presence in the  EU  and  reach
    directly, in particular to retailers.

    Commission’s assessment

159) The competitors themselves admit that after 2006 there has been an increase in the number of players in the market and prices  have  dropped
    due to larger volumes available.[130] It was also noted that post 2006 growers are more willing to deal with smaller banana importers.[131]

160) Market reconstruction has shown that the Notifying Parties' volumes of bananas landed in Northern European ports[132] correspond  to  around
    [30-40]% of the total volume of bananas landed in this region (Fyffes: [10-20]%, Chiquita: [10-20]%). The remaining volumes were imported by
    several other companies, including large global importers, smaller importers, growers and retailers.[133] As presented in Table 2 below,  in
    addition to the Notifying Parties, Dole, Tesco plc. ("Tesco"), Noboa and Del Monte all bring more than 10 million  of  LCEs  per  year  into
    Northern Europe. They are followed by 13 companies which import more than 1 million LCEs per year. Finally  there  is  a  group  of  smaller
    players, bringing less than 1 million of LCEs per year. Activities of these players, with respect to bananas, will be described below.

161) Del Monte is a global banana importer selling directly to retailers and wholesalers throughout Northern Europe (in  particular  in  Belgium,
    Germany, Ireland the Netherlands, the UK and in the Nordic countries). It owns banana farms and ripening facilities.

162) Dole is a global supplier of bananas for wholesalers and retailers. It both owns banana farms  (in  particular  in  Ecuador)  and  purchases
    bananas from independent growers. In Northern Europe Dole owns ripening facilities in Sweden, Germany and in Austria.

163) Noboa imports bananas from Ecuador and sells them mostly to retailers and – to a smaller extent – to wholesalers.  Currently  it  is  active
    throughout Northern Europe with the exception of Finland, Sweden and the UK. Its business model entails selling green bananas and it is  not
    involved in ripening or distribution.

164) Since 2010 Tesco sources its entire needs for conventional bananas directly in the tropics,  in  particular  in  Costa  Rica,  Colombia  and
    Ecuador. It also works with independent ripeners.[134]

165) Compagnie Fruitière is the main supplier of African bananas, but also of bananas from Costa  Rica,  the  Dominican  Republic,  Colombia  and
    Ecuador. In Northern Europe it is mainly active in the UK, Germany and the Nordics. It also supplies retailers in Ireland,  even  though  it
    has no physical presence there. In June 2014 the group Compagnie Fruitière acquired back the stake that Dole held in Dole Fresh UK Limited.

166) de Groot Fresh Group BV ("de Groot") is a banana importer and ripener active mostly in Belgium and the Netherlands, where  it  has  ripening
    facilities. It has expanded into direct sourcing only three years ago, in order to meet the requests of its retail customers.

167) Global Fruit Company Ltd. ("Global Fruit Company") is an Irish importer and ripener of bananas, sourcing bananas both from the  tropics  and
    from importers in the EU.

168) Total Produce Nordic AB/Everfresh trades bananas in Denmark and Sweden under the name Interbanan. For the  analysis  of  Total  Produce  see
    par. (210) below.

169) M&W Mack is a division of Fresca Group and it supplies Fairtrade bananas to the UK retailer Sainsbury's. Another division of Fresca Group  –
    Primafruit, supplies bananas to Waitrose. Fresca Group also provides bananas to the wholesalers in the UK. In addition to the  bananas  from
    Central America it also sources bananas in Africa (Ghana and Ivory Coast).

170) WM Morrisons plc. ("Morrisons") is a UK retailer, which sources bananas in the tropics in cooperation with its strategic  partner  –  Global
    Pacific Produce. It purchases fruit from independent growers in Ecuador, Costa Rica, Colombia and the  Dominican  Republic.  Global  Pacific
    Produce also co-owns (jointly with Morrisons) a ripening facility in the UK.

    T-Port is a Germany-based supplier of bananas, particularly strong as regards organic and Fairtrade bananas. In Northern Europe it is active
    in Belgium, Finland, Germany, the Netherlands and in the Nordic countries.

171) Winfresh (UK) Ltd. ("Winfresh") is an importer, ripener and distributor of bananas into the EU, in particular into  the  UK.  Its  principal
    sourcing countries include Caribbean, Dominican Republic, Windward  Islands,  Ghana  and  Ecuador.  Jointly  with  Fyffes  Winfresh  owns  a
    shareholding in Geest Line Limited, a shipping company engaged in transporting bananas and other produce from Caribbean to Europe.

172) Among the other, smaller banana importers the following appear to be the most significant in Northern Europe:

              a) Anaco & Greeve International BV ("Anaco Greeve") is  an  importer  and  ripener  of  bananas  active  mainly  in  Germany,  the
                 Netherlands and Belgium, but also in the UK and in Denmark. The parent company of Anaco Greeve is Total Produce.

              b) Aqui fruit & greens BC ("Aquifruit") is an importer and ripener of bananas active in the Netherlands, Germany and the UK.

              c) Banacol Marketing Group ("Banacol") is a Colombian grower and exporter of bananas. It has  been  mentioned  as  a  supplier  by
                 customers and competitors in the Netherlands[135] and in Finland.[136] However in spring 2014 the German competition  authority
                 cleared the acquisition of Banacol by Dole.

              d) N. Smyth & Co. Ltd ("N. Smyth") is an Irish importer and ripener of bananas.

Table 2: Imports into Northern European ports, 2013 Volumes (in M LCEs)

|Fyffes                                         |[30-40]M        |
|Chiquita                                       |[20-30]M        |
|Del Monte                                      |[10-20]M        |
|Dole                                           |[10-20]M        |
|Noboa                                          |[10-20]M        |
|Tesco UK                                       |[10-20]M        |
|AFC                                            |[1-10]M         |
|Anton Dürbeck                                  |[1-10]M         |
|Cobana                                         |[1-10]M         |
|Compagnie Fruitière                            |[1-10]M         |
|De Groot                                       |[1-10]M         |
|Global Fruit Company Limited                   |[1-10]M         |
|Interbanan                                     |[1-10]M         |
|Mack (Fresca Group)                            |[1-10]M         |
|Morrisons                                      |[1-10]M         |
|T-Port                                         |[1-10]M         |
|Uniban                                         |[1-10]M         |
|Univeg                                         |[1-10]M         |
|Winfresh                                       |[1-10]M         |
|Anaco Greeve                                   |[0-1]M          |
|Banacol                                        |[0-1]M          |
|Banafood (Aquifruit)                           |[0-1]M          |
|Banalat SIA                                    |[0-1]M          |
|COOP Trading                                   |[0-1]M          |
|N. Smyth                                       |[0-1]M          |
|Peviani Group                                  |[0-1]M          |
|SIMBA SPA (Orsero)                             |[0-1]M          |
|Superunie                                      |[0-1]M          |

                  Source: Market reconstruction.

173) It results from the Commission's investigation that almost all of these players are active in  other  fruit  and  vegetables,  with  bananas
    accounting for 4-60% of their sales.[137] As a result, they can offer their clients a variety of fresh produce, achieving economies of scale
    for logistics. Furthermore they are not solely dependent on their sales of bananas, which as perishable  product  can  be  subject  to  some
    volatility, and can diversify their risk due to their sales of other produce. A large majority of the competitors is already active in  more
    than one country, with most of them having sales offices in each of the countries where they are  present.[138]  All  the  competitors  that
    responded to the Commission's questionnaire already provide Class I bananas and the majority provides Class  Extra,  organic  and  Fairtrade
    bananas.[139] Therefore with respect to the selection of bananas they offer, these small and medium size  suppliers  can  be  considered  as
    comparable alternatives with the larger importers.

174) On the basis of its investigation, the Commission considers that small and medium size  players  in  the  banana  market  decide  to  source
    bananas directly in the tropics in addition to buying them from the large  banana  importers  in  order  to  diversify  the  risk,  to  gain
    experience in importing, to obtain better prices, to have better  control  over  the  logistics  chain  and  to  respond  to  the  needs  of
    retailers.[140] Potential barriers to starting or increasing direct sourcing identified by small and medium size players include: (i) having
    sufficient volumes, and (ii) the need to accept risks of direct imports (in particular being responsible for the quality of the product)  or
    increased costs (for instance of staff in the tropics).[141] However these do not appear to be specific features of the  market  which  give
    incumbent firms advantages over potential competitors,[142] but rather reflect the current differences in size between the Notifying Parties
    and their smaller competitors.

175) In fact few of the competitors of the Notifying Parties clearly stated that  they  view  the  Transaction  as  an  opportunity  to  win  new
    contracts with customers wanting to diversify their sources of supply.[143]

176) Market reconstruction has shown that medium and small size competitors and wholesalers (those who do not source their entire  production  in
    the tropics) usually purchase bananas from multiple importers and they do so in order to spread the risk, ensure variety or to obtain better
    prices.[144] Only a small minority of competitors experienced refusal to  provide  quotation  from  banana  importers.[145]  Although  those
    players sourcing bananas from importers do value long-term relationships with these importers, as  this  ensures  stability  of  supply  and
    quality,[146] they also state that they could change their supplier relatively quickly and without incurring significant cost.[147]

177) The competitors confirmed the Notifying Parties' claim that growers are becoming more sophisticated and do  contact  customers  directly  in
    the EU and offer their supply, circumventing the intermediation of banana companies, a practice  which  is  often  triggered  by  the  self-
    sourcing initiatives of retailers.[148] Also wholesalers have admitted that they are being approached by the growers,  for  instance  during
    the annual industry fair in Berlin.[149] Also those growers which responded to the Commission's questionnaire confirmed  that  in  the  next
    three years they intend to increase the volumes they export directly to the EU. [150]

178) Since no credible and justified concerns as regards access to growers were identified, in particular no  capacity  constraints  or  barriers
    resulting from the long-term or exclusivity contracts between the global banana importers and  growers  in  the  tropics,  it  appears  that
    nothing could prevent the small and medium size competitors from increasing the volumes of their direct sourcing, should they  find  such  a
    strategy profitable.

179) However some of the competitors stated that the increased bargaining power of the Notifying Parties, resulting from their combined  volumes,
    may enable them to restrict access to shipping services for their competitors. This could take the form of exclusivity  clauses  (preventing
    access to certain ports, in particular those located at the end of more peripheral shipping routes) or other  indirect  means  incentivising
    shipping companies to offer less advantageous conditions to Notifying Parties' competitors, thus raising their costs.

180) The significant bargaining position  of  the  Notifying  Parties  after  the  Transaction  has  been  confirmed  in  the  course  of  market
    reconstruction – their joint share of imports into Northern European ports is approximately three times higher than the share  of  the  next
    player. As a result the abovementioned concerns appear prima facie credible. The contestability of the shipping level of  the  supply  chain
    will thus depend on whether access to the shipping services is ensured and not hindered by  potential  exclusivity  or  similar  clauses  in
    contracts between the Notifying Parties and providers of shipping services.

3 Belgium

    The Notifying Parties' arguments

181) The Notifying Parties submit that the Transaction will not significantly impede effective competition in the  markets  for  the  import  and
    supply of bananas and for banana ripening services in Belgium.

182) First, the Notifying Parties argue that there is a large number of banana suppliers in Belgium, namely the large international  importers  -
    Dole, Del Monte and Noboa, as well as other importers such as AFC, AgroFair, Univeg, and Banacol, which are all  effective  competitors.  In
    addition, any banana supplier in Northern Europe, particularly in the Netherlands and Germany, can easily expand its supplies to  this  area
    since Belgium is one of the main entry points for bananas into Northern Europe.

183) Second, the Notifying Parties claim that private label bananas have been increasing in Belgium (as a consequence of the growth  of  discount
    stores) and the importance of Chiquita brand has significantly diminished. According to the Notifying Parties,  retailers  have  intensified
    competition amongst all suppliers and as a result Chiquita lost significant volumes in Belgium. Moreover, retailers in Belgium  multi-source
    and switch volumes and suppliers on a frequent basis.

184) Third, the Notifying Parties argue that they are distant competitors in this territory. […].

185) Regarding banana ripening services, Fyffes does not have any ripening capacity  in  Belgium.  Chiquita  has  ripening  capacity  in  Belgium
    through its wholly owned subsidiary, Spiers, and provides some banana ripening services to third parties. In addition, the Notifying Parties
    estimate a level of overcapacity for banana ripening services of at least 50%, overall in Belgium. Finally,  besides  the  large  number  of
    third party ripeners which are able to provide ripening services in Belgium, the Notifying Parties argue that it is common for  cross-border
    ripening to occur across Belgium, Germany and the Netherlands.

    Commission’s assessment

186) The total size of the market for the supply of bananas in Belgium can be estimated at about 5.1 million LCEs  in  2013.  The  modern  retail
    channel represents 75% of these sales. Fairtrade/organic bananas still have a marginal weight in Belgium, representing only 3% of the  total
    bananas sold in 2013. Amongst conventional bananas, although branded bananas have been losing weight in Belgium (from 95% in 2011 to 89%  in
    2013), they still represent the large majority of sales.

187) In 2013, the Notifying Parties had a combined market share in Belgium of [70-80]%[151] for all types of bananas, with  an  overlap  of  [30-
    40]%. The picture is similar in the market for the supply of conventional bananas. In the market for the supply of Fairtrade/organic bananas
    there is no overlap since Chiquita only sells conventional bananas in Belgium.

Table 3: Market shares of Notifying Parties in Belgium, 2011-2013, in volume[152]

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[20-30]%        |[40-50]%        |[70-80]%        |
|           |Conventional                            |[20-30]%        |[40-50]%        |[70-80]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |
|2012       |All types of bananas                    |[20-30]%        |[40-50]%        |[70-80]%        |
|           |Conventional                            |[20-30]%        |[50-60]%        |[70-80]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |
|2013       |All types of bananas                    |[30-40]%        |[40-50]%        |[70-80]%        |
|           |Conventional                            |[30-40]%        |[40-50]%        |[70-80]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |

      Source: Estimates of the Notifying Parties.

188) In the last years, Fyffes' market share has remained stable, between [20-30]% and [30-40]% since 2009.  By  contrast,  Chiquita  gained  […]
    that allowed it to increase its market share in conventional bananas from [40-50]% in 2011 to [50-60]% in 2012. However,  in  the  following
    year it lost again its position (returning to [40-50]% market share). In 2014 both of the Notifying Parties  lost  [...]  volumes  to  their
    competitors. Fyffes lost […] and therefore its market share in the overall market decreased to [20-30]%. Chiquita lost […]  and  its  market
    share decreased to [30-40]%. In 2014, the Notifying Parties' combined market share in the overall market in Belgium/Luxemburg is [50-60]%.

189) This volatility in the evolution of market shares constitutes an evidence of the potential contestability of market  positions  in  Belgium.
    If a banana supplier loses/gains one contract for the supply of a given customer its  market  share  decreases/increases  by  a  significant
    amount.

190) The Commission, on the basis of its investigation, also confirmed that Fyffes is not an  essential  brand  for  retailers  in  Belgium,  but
    Chiquita has traditionally been an important brand. However, with supermarkets turning to private label as a response  to  increasing  price
    competition in the retail sector, Chiquita is no longer able to achieve the premium that it once could obtain for its bananas. As a  result,
    the Chiquita brand is of diminishing importance and Chiquita has been losing significant volumes in Belgium. As one  retailer  from  Belgium
    explained "Chiquita has been a reference for customers and a leader in Belgium for many years, but this position is  changing.  The  quality
    premium of Chiquita is not obvious anymore".[153]

191) According to the Notifying Parties estimations, there are at least 3 significant competitors in Belgium: Noboa is the main  competitor  with
    20-30% market share, followed by Univeg and AFC with 5-10%. The Commission's investigation did not confirm the strength of Noboa in Belgium,
    as estimated by the Notifying Parties. However, it confirmed the presence of several competitors, including the large banana importers Dole,
    Del Monte and Noboa, as well as smaller companies like AFC, T-Port and Univeg.[154]

Table 4: Market shares of main competitors in Belgium, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[30-40]%          |[20-30]%          |[20-30]%          |
|Chiquita                                           |[40-50]%          |[40-50]%          |[40-50]%          |
|Noboa                                              |20-30%            |NA                |NA                |
|Univeg                                             |5-10%             |NA                |NA                |
|AFC                                                |5-10%             |NA                |NA                |

      Source: Estimates of the Notifying Parties.

192) In Belgium there are 4 main retailers (Delhaize, Colruyt, Spar and Carrefour) which  control  85%  of  the  retail  stores.  None  of  these
    retailers self-sources bananas, but they tend to multi-source from several banana suppliers within a given year. According to one  retailer,
    multi-sourcing "is a guarantee to get good quality if one supplier has bad quality".[155]

Figure 9: […]

   […]

   Source: […].

193) Retailers confirmed that there are enough alternatives available in Belgium,[156] and that more suppliers may enter or  expand  in  Belgium.
    According to one retailer, some fruit traders (e.g. Univeg) would potentially also be able to grow in  size  and  gain  further  experience,
    which will make them more credible.[157] Moreover, there are no potential restrictions on access to shipping services in Belgium. Given  the
    large volumes of bananas that arrive to Belgium there are several shipping companies landing in Antwerp and it is unlikely that any shipping
    company would be interested in entering into an agreement with an exclusivity clause for this port. Therefore retailers do not  foresee  any
    impact on price resulting from the Transaction.[158]

194) As for non-modern retail channels, the Commission's investigation confirmed that several competitors are also active  in  supplying  bananas
    to the channels other than non-modern retail, directly or via wholesalers. A  wholesaler  mentioned  that  it  "asks  for  offers  from  5-6
    suppliers".[159]

195) The Commission concludes, on the basis of its investigation, that customers in Belgium have a variety of banana suppliers  to  choose  from.
    It is unlikely that these suppliers would face any potential restriction. Moreover, retailers seem to be taking advantage of the competition
    between these suppliers already and are multi-sourcing to ensure they obtain best offers.

196) As concerns banana ripening services, there is no overlap between the Notifying Parties in Belgium. Chiquita is the only  of  the  Notifying
    Parties owning banana ripening facilities in Belgium and there are several other companies  offering  banana  ripening  services,  including
    competitors and independent ripeners. Chiquita market share in terms of ripening capacity is at most [20-30]%.

Table 5: Capacity for ripening services in Belgium in LCEs per week

|Competitors                         |Capacity                          |
|Chiquita                            |[…]                               |
|Alva                                |[…]                               |
|Univeg                              |[…]                               |
|Van Damme                           |[…]                               |
|Groep                               |[…]                               |
|Kooy                                |[…]                               |
|Raze                                |[…]                               |
|Pons                                |[…]                               |
|Denaeghel                           |[…]                               |
|Vanhuysse                           |[…]                               |
|Total                               |[…]                               |

                Source: Estimates of the Notifying Parties.

197) In conclusion, the Transaction does not raise serious doubts (i) as regards the market for the import and supply  of  bananas  to  retailers
    and wholesaler (and its possible segmentations) and (ii) as regards the market for banana ripening services, in Belgium.

4 Denmark

    The Notifying Parties' arguments

198) The Notifying Parties submits that the Transaction will not significantly impede effective competition in the markets  for  the  import  and
    supply of bananas and for banana ripening services in Denmark.

199) First, the Notifying Parties state that since mid-2010 Chiquita is not present in Denmark, […]. On the other hand,  Fyffes  market  presence
    in Denmark […].

200) Second, the Notifying Parties argue that there are many credible suppliers already active in  Denmark,  such  as  AFC,  Dole,  Dürbeck,  Del
    Monte, Cobana and Noboa.

201) Third, the Notifying Parties note that access to ports in Denmark is easy, either by feeder  vessels  from  Bremerhaven  or  by  truck  from
    Germany or Sweden.

202) As concerns ripening services, the Notifying Parties state that they do not have ripening facilities in Denmark.

    Commission’s assessment

203) The total size of the market for the supply of bananas in Denmark is estimated to amount to about 4.9  million  LCEs  in  2013.  The  modern
    retail channel represents 80% of these sales. Fairtrade/organic bananas have already some weight in Denmark, representing 14% of  the  total
    bananas sold in 2013, growing from 10% in 2011. Amongst conventional bananas, branded bananas  have  been  significantly  losing  weight  in
    Denmark, from 100% in 2011 to 87% in 2013.

204) In the past three years there was no overlap between the Parties in Denmark, since Chiquita is not present there  since  mid-2010.  In  2009
    and 2010 Chiquita accounted for [10-20]% and [10-20]% of the  market  respectively.  However  Chiquita  could  still  be  considered  as  an
    alternative supplier in Denmark and therefore as a result of the Transaction a potential competitor is eliminated.

Table 6: Market shares of Notifying Parties in Denmark, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[30-40]%        |[0-5]%          |[30-40]%        |
|           |Conventional                            |[30-40]%        |[0-5]%          |[30-40]%        |
|           |Fairtrade / organic                     |[20-30]%        |[0-5]%          |[20-30]%        |
|2012       |All types of bananas                    |[50-60]%        |[0-5]%          |[50-60]%        |
|           |Conventional                            |[50-60]%        |[0-5]%          |[50-60]%        |
|           |Fairtrade / organic                     |[10-20]%        |[0-5]%          |[10-20]%        |
|2013       |All types of bananas                    |[50-60]%        |[0-5]%          |[50-60]%        |
|           |Conventional                            |[50-60]%        |[0-5]%          |[50-60]%        |
|           |Fairtrade / organic                     |[10-20]%        |[0-5]%          |[10-20]%        |

      Source: Estimates of the Notifying Parties.

205) The Commission, on the basis of the replies to its investigation, confirmed the presence of  the  following  players  in  Denmark:[160]  Del
    Monte (with a significantly higher share than estimated by the Notifying Parties);  Dole,  AFC  (albeit  with  a  lower  market  share  than
    estimated by the Notifying Parties) and Noboa (albeit with a market share lower than estimated by the Notifying Parties). In  addition  also
    Compagnie Fruitière is present in Denmark. Coop Trading is a joint sourcing company of Coop Denmark, Coop Norge and the Finnish SOK.

Table 7: Market shares of main competitors in Denmark, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[50-60]%          |[50-60]%          |[30-40]%          |
|Chiquita                                           |[0-5]%            |[0-5]%            |[0-5]%            |
|Coop Trading                                       |10-15%            |NA                |NA                |
|AFC                                                |5-10%             |5-10%             |5-10%             |
|Dole                                               |5-10%             |5-10%             |NA                |
|Del Monte                                          |5-10%             |5-10%             |NA                |
|Noboa                                              |5-10%             |5-10%             |NA                |

      Source: Estimates of the Notifying Parties.

206) In addition, retailers mention the following companies as potential suppliers in Denmark: AgroFair (importer and  distributor  of  Fairtrade
    bananas based in the Netherlands), HHK (Hirsholmen Handels Kompagni, which sources from various small growers in Costa Rica and Ecuador) and
    Univeg.[161]

207) Customers in Denmark report that changing a supplier is a delicate process. However, they consider this option every year and are  ready  to
    support a new supplier by first awarding small volumes to allow it to gain experience and, provided  that  the  new  suppliers'  conduct  is
    satisfactory, the volumes can be increased.[162] Another retailer stated that it multi-sources already in order to "create a dynamic  supply
    and competition" and added further that sourcing only from one banana supplier "is too risky and the supplier will get too  comfortable  and
    less likely to be innovative and creative".[163]

208) One of the retailers in Denmark mentioned that it is concerned by the effects of the Transaction in particular because  "Chiquita  brand  is
    perceived as unique and non-replicable".[164] However this issue is not merger specific, since the position of Chiquita brand  will  not  be
    affected as a result of this Transaction. No other concerns with respect to the impact of the Transaction in Denmark were expressed  by  the
    customers.

209) The Commission considers, on the basis of its investigation, that customers in Denmark currently have  a  variety  of  banana  suppliers  to
    choose from, provided that these suppliers face no restriction on access to shipping. They seem to be taking advantage  of  the  competition
    between these suppliers already and are multi-sourcing to ensure they obtain best offers.

210) Regarding banana ripening services, there are only two providers in Denmark and one of them (having significantly larger capacity) is  Total
    Produce, i.e. a company created when Fyffes demerged its general produce and distribution business in 2006.  [Information  about  the  links
    between Fyffes and Total Produce]. These various links  might  potentially  diminish  the  incentives  of  Total  Produce  to  act  entirely
    independently from Fyffes. As a result, although formally Fyffes does not own any banana ripening  facilities  in  Denmark,  it  might  have
    influence over the facilities operated by Total Produce.

Table 8: Capacity for ripening services in Denmark in LCEs per week

|Competitors                         |Capacity                          |
|Total Produce                       |[…]                               |
|H&P Frugtimport                     |[…]                               |
|Total                               |[…]                               |

      Source: Estimates of the Notifying Parties

211) However, there is no overlap in ripening services in Denmark since Chiquita does not own any ripening facility, and thus the  incentives  of
    the Merged Entity do not change after the Transaction.

212) Moreover, one of the competitors, which supplies only green bananas, even though it stated that finding  a  banana  ripener  in  Denmark  is
    difficult, admitted that it managed to find one.[165] Also customers in Denmark mentioned alternative  facilities  in  Sweden  and  Northern
    Germany (in particular those owned by Univeg), where they could have their bananas ripened. Chiquita, at the time when it was  still  active
    in Denmark, was using its ripening facilities in Sweden (Helsingborg) to ripen bananas for Danish customers.

213) In conclusion, the Commission considers that, on the basis of the above and of the information available to it, and provided that access  to
    shipping services is ensured (see section 5), no serious doubts arise as regards the  market  for  the  import  and  supply  of  bananas  to
    retailers and wholesalers (and its possible segmentations) in Denmark. The Transaction does not raise serious doubts as regards  the  market
    for banana ripening services in Denmark.

5 Finland

    The Notifying Parties' arguments

214) The Notifying Parties submits that the Transaction will not significantly impede effective competition in the markets  for  the  import  and
    supply of bananas and for banana ripening services in Finland.

215) First, the Notifying Parties note that the majority of their sales in Finland are to retailers and that the  retail  sector  in  Finland  is
    highly concentrated, with Inex and Kesko controlling 80% of food retail sales. These  two  retailers  also  belong  to  cross-border  buying
    alliances (Inex to Coop Trading and Kesko to ICA Group).

216) Second, according to the Notifying Parties, the strong bargaining position of retailers in Finland  is  evidenced  by  the  fact  that  they
    increasingly use private label for bananas, direct their tenders to  a  large  number  of  banana  suppliers  to  increase  competition  and
    frequently switch between the different suppliers. These alternative suppliers for Finland include, in view of the Notifying Parties,  Dole,
    Banacol and Del Monte.

217) Third, the Notifying Parties consider that there are no barriers to entry in Finland, since the bananas can be  brought  by  feeder  vessels
    from Germany ([…]) or by truck for instance from Sweden ([…]).

218) As to banana ripening, the Notifying Parties do not have any facilities in Finland.

    Commission’s assessment

219) The total size of the market for the supply of bananas in Finland is estimated at about 4.2 million LCEs in 2013. The modern retail  channel
    represents 90% of these sales. Fairtrade/organic bananas have some weight in Finland, representing 12% of the total bananas  sold  in  2013,
    growing from an estimated 9% in 2011. Amongst conventional bananas, the majority of sales correspond to private label bananas (55% in 2013).
    This results from a strong growth in the last two years, from no private label in 2011.

220) The Notifying Parties have a combined market share in Finland of [60-70]% for all types of bananas, with an  overlap  of  [20-30]%.  On  the
    basis of segmentation between conventional and Fairtrade/organic bananas the combined market share equals [60-70]% in the  former  category,
    while in the latter there is almost no overlap between the Parties, since Chiquita supplies only  negligible  amounts  of  Fairtrade/organic
    bananas in Finland.

Table 9: Market shares of Notifying Parties in Finland, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[0-5]%          |[50-60]%        |[50-60]%        |
|           |Conventional                            |[0-5]%          |[50-60]%        |[50-60]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |
|2012       |All types of bananas                    |[20-30]%        |[30-40]%        |[60-70]%        |
|           |Conventional                            |[20-30]%        |[40-50]%        |[70-80]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |
|2013       |All types of bananas                    |[40-50]%        |[20-30]%        |[60-70]%        |
|           |Conventional                            |[40-50]%        |[20-30]%        |[60-70]%        |
|           |Fairtrade / organic                     |[30-40]%        |[0-5]%          |[30-40]%        |

      Source: Estimates of the Notifying Parties.

221) Fyffes' share of the total market for bananas in Finland in 2009 to 2011 was below [0-5]%. It has  increased  its  presence  in  Finland  in
    2012, […]. This resulted in an increase of Fyffes market share from [0-5]% in 2011 to [20-30]% in 2012. Since  then  its  share  has  almost
    doubled and in 2013 amounted to [40-50]%, in particular due to an increase in the share of Fairtrade/organic bananas (from [0-5]% in 2012 to
    [30-40]% in 2013). On the other hand Chiquita has been losing market share in Finland from [60-70]% in 2009 to [20-30]% in 2013.

222) The competitive landscape in the banana market in Finland appears to be dominated by the global banana importers, with T-Port  as  a  fringe
    competitor. Market reconstruction[166] has confirmed that the following  players  are  active  in  Finland,  in  addition  to  the  Parties:
    Dole/Banacol [167] (with a higher market share than estimated by the Notifying Parties) and Del Monte. T-Port's market share is  lower  than
    estimated by the Notifying Parties.

Table 10: Market shares of main competitors in Finland, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[40-50]%          |[20-30]%          |[0-5]%            |
|Chiquita                                           |[20-30]%          |[30-40]%          |[50-60]%          |
|Dole                                               |20-30%            |NA                |20-25%            |
|T-Port                                             |5-15%             |NA                |5-15%             |
|Del Monte                                          |5-10%             |NA                |5-10%             |

      Source: Estimates of the Notifying Parties.

223) Customers in Finland expressed concerns as to the impact of the Transaction, with one of  them  stating  that  it  will  lead  to  decreased
    competition in the market and thus increased prices.[168] A retailer noted that "[t]here used to be more banana suppliers in  Finland.  Now,
    it seems there are only two big banana companies, which is not a healthy situation  competition-wise.  [name  of  the  retailer]  is  afraid
    ChiquitaFyffes could potentially influence prices".[169] As to the wholesale customers one of them stated that  "the  proposed  merger  will
    have a negative impact in the market. Over the past 3 years Chiquita and Fyffes were competing with each other  in  Finland,  which  led  to
    lower prices and now this effect will be gone".[170] However this wholesaler declared that  it  would  search  for  new  suppliers.  Another
    wholesale customer reported that there will still be enough alternatives in the market.[171]

224) It thus appears that the retail and – to a lesser extent – also wholesale customers in Finland are concerned about the loss of  one  of  the
    main banana suppliers and the impact such a change might have on prices.

225) However, at the same time a Finish retailer stated that, Dole and Fyffes are the biggest banana suppliers in Finland while Noboa, Del  Monte
    but also AgroFair are less significant players, "they cannot be excluded as potential suppliers".[172] Moreover, when asked  to  list  their
    potential suppliers, retailers mentioned the following companies: Noboa, AgroFair, Univeg, Grupo Wong (an Ecuadorian grower selling  bananas
    under Favorita brand), Biofrusan (a German importer of bananas principally from the Dominican Republic) and HKK. Retailers also stated  that
    they received quotations from all of these potential alternative suppliers in the course of past three years.[173] This  suggests  that  the
    pool of available alternatives is larger and includes players which are currently not active in Finland. It should be noted that a  retailer
    in Finland stated that "It is quite common to try to find new suppliers which are not active so far on our market",[174] while another added
    "We are also open for all new entrants and encourage the tender participants to give offers by telling that we are ready to switch  supplier
    when relevant".[175]

226) One of the retailers claimed that it would have  difficulties  accepting  Noboa  as  a  supplier,  since  they  do  not  have  the  required
    certifications as regards Corporate Social Responsibility (CSR).[176] While it is true that some of these certifications appear  not  to  be
    available for a player active in Ecuador, alternative certifications could still be obtained. In fact a retailer in another  Nordic  country
    stated that it has recently received updated information from Noboa about their CSR certificates and  its  quality  managers  are  currently
    assessing these.[177]

227) It should be also noted that, in addition to the global players, a smaller banana importer supplies  more  limited  volumes  in  Finland  in
    order to gain knowledge of the market.[178] Its volumes are currently not significant but it aims at establishing presence  in  Finland  and
    growing further. This player does not see barriers to its expansion in the Nordics in general, views the Transaction as  an  opportunity  to
    expand and notes that after the Transaction has been announced it has received requests for quotation from customers.[179] The  presence  of
    smaller importers of bananas was also mentioned by the retailers in the Finish market: “[there are]  many  small  brands  which  some  other
    companies are ripening mainly for Lidl here in Finland”.[180]

228) From the historic analysis of the evolution of market shares of the Notifying Parties in Finland it appears that Fyffes has to  some  extent
    been gaining market share at the expense of Chiquita. It should however be noted that the decline in Chiquita's market share coincides  with
    the increase in the volumes of private label bananas in Finland. In that respect a customer stated "Sales volume of Chiquita branded bananas
    have decreased since 2011 and their position is not anymore inevitable. For private label or other conventional bananas we have  also  other
    supplier alternatives".[181]

229) The relatively strong position of retailers in the Finnish market (where two main players control  almost  80%  of  the  retail  market)  is
    confirmed by the fact that they claim they might be ready to start direct-sourcing for bananas, since they have enough  capacity,  knowledge
    and experience to do so, provided that such a strategy would bring added value for  them.[182]  Furthermore  the  fact  that  private  label
    bananas are so strong in Finland and that this evolution in the market took place relatively recently (i.e. between 2011 and 2012)  suggests
    that retailers are able and ready to apply strategies aimed at decreasing their dependence on global banana companies and their  brands.  In
    fact one of the Finnish retailers states that "In Finland the private label is growing at the expense of the Chiquita brand."[183]

230) However, in addition to the concerns resulting from a limitation in the number of  players  active  in  Finland,  retailers  also  expressed
    concerns regarding access to the shipping services. A retailer stated that since Finland is a "relatively small country […] not  all  banana
    companies are able to access ports and be successful".[184] In particular access to shipping is mentioned as a potential barrier  to  expand
    activities in Finland.[185] Another retailer stated that it "is worried that ChiquitaFyffes will have the leverage to push Maersk to  get  a
    new agreement with them and block other players".[186]

231) As explained by a retailer, "there is no exclusivity for the port of Helsinki. Other shipping companies,  such  as  MSC  and  Hamburg  Sued,
    serve Helsinki. But Maersk's service is faster and has good connection and loading logistics with  the  feeders.  Shipping  cost  influences
    significantly the price differences between banana suppliers".[187] Therefore the concern is  that  the  Merged  Entity  could  "push  other
    competitors out of the Finnish market" by limiting or foreclosing access to the shipping services.

232) Also smaller banana suppliers note that the Finnish market is difficult in terms of logistics (shipping),[188] due to  the  fact  that  this
    country is located at the end of a peripheral shipping route and at the same time it does not require large volumes of bananas. Thus, if the
    Merged Entity obtains exclusivity with a shipping company for an existing shipping line to Finland,  given  that  alternative  providers  of
    shipping services might be less willing to establish additional shipping lines to Finland in view of the limited  remaining  banana  volumes
    involved, competitors of the Merged Entity could possibly be subject to a cost disadvantage.

233) This is also valid for Fairtrade and organic bananas, despite Chiquita having no sales in this segment.  In  fact,  since  banana  importers
    contract with shipping companies the transport of volumes of bananas in a liner service, independently of  them  being  non-conventional  or
    conventional bananas, the market influence of a banana importer vis-à-vis  shipping  companies  depends  on  the  total  amount  of  bananas
    transported.

234) As concerns banana ripening services, the two main retailers in Finland both own banana ripening  facilities  and  purchase  green  bananas.
    They state that this gives them flexibility to adjust to the supply and demand  for  bananas  and  is  cost  efficient.[189]  The  remaining
    capacity is in the hands of wholesalers.

Table 11: Capacity for ripening services in Finland in LCEs per week

|Competitors                         |Capacity                          |
|Kesko                               |[…]                               |
|SOK                                 |[…]                               |
|Satotukku                           |[…]                               |
|Veikko Laine                        |[…]                               |
|Tuko                                |[…]                               |
|Total                               |[…]                               |

                Source: Estimates of the Notifying Parties.

235) Customers confirmed that in Finland access to banana ripening facilities  does  not  constitute  a  barrier  to  enter  the  market  because
    retailers have their own ripening facilities.[190]

236) On the basis of its investigation, the Commission concludes that the concerns raised, in  particular  by  the  retail  clients,  as  to  the
    limited number of alternative banana suppliers do not appear to be entirely justified. However it should be  noted  that  these  alternative
    suppliers are able to act as a competitive constraint on the Merged  Entity,  provided  that  their  access  to  shipping  services  is  not
    restricted or foreclosed.

237) In particular due to the fact that the Finnish ports are placed at the end of a more  peripheral  shipping  route,  the  concerns  regarding
    equal access to shipping services seem warranted. The experience of Cork, as described in section 4.1.4.7 below, where Fyffes  having  large
    volumes was able to secure an exclusivity clause in a contract with a shipping company, preventing its competitors from  directly  accessing
    the Irish market, suggests that with sufficient negotiating power post Transaction the Merged Entity might be able to secure similar clauses
    with respect to other Northern European ports, in particular in Finland. […],[191] […].

238) In conclusion, the Commission considers, on the basis of the above and of the information available  to  it,  that  the  Transaction  raises
    serious doubts as regards the market for the import and supply of bananas to retailers and wholesalers (and its possible  segmentations)  in
    Finland, due to the risk that the Merged Entity, as a result of its the accrued market influence vis-à-vis shipping companies, limits access
    to shipping services for its competitors thus excluding or substantially reducing the sources of supply in Finland. The Transaction does not
    raise serious doubts as regards the market for banana ripening services in Finland.

6 Germany

    The Notifying Parties' arguments

239) The Notifying Parties submit that the Transaction will not significantly impede effective competition in the  markets  for  the  import  and
    supply of bananas and for ripening services in Germany.

240) First, the Notifying Parties note that the German retail landscape is concentrated: five retailers account for 70% of all retail food  sales
    (Edeka, Rewe, Aldi Lidl and Metro). Moreover, hard discounters are key players, accounting for about 30% of  sales.  The  Notifying  Parties
    submit that all retailers have been forced to react to those aggressive pricing strategies, and shifted towards private label, including for
    bananas.

241) Second, annual tenders (or in the case of Aldi, quarterly tenders) are very competitive. Alternative suppliers  include  notably  Dole,  Del
    Monte, Noboa, as well as regional players such as AFC, Dürbeck, Cobana, T-Port and Univeg. Notably, AFC became the main supplier to Lidl  in
    2012.

242) Third, the Notifying Parties also submit that retailers tend  to  multi-source  and  switch  between  suppliers.  There  are  retailers  and
    wholesalers doing direct sourcing in Germany. This is also used as a disciplining tool in negotiations with banana suppliers.

243) As for banana ripening, the Notifying Parties submit that retailers indicate which ripener must be used. The  retailer  Edeka  has  its  own
    ripening facilities. The Notifying Parties also note that there is overcapacity (18-27%) for ripening in Germany, and there is  some  cross-
    border ripening, for instance in the Netherlands and Poland. Finally, Chiquita has divested its stake in a ripening company - Atlanta AG  to
    Univeg in 2008 and does not own banana ripening capacity.

    Commission’s assessment

244) The total size of the German market for bananas is estimated at more than 50 million LCEs in 2013. The modern retail channel represents  90%
    of these sales. The Notifying Parties estimate that about 7 million LCEs sold in Germany in 2013 were Fairtrade and/or organic bananas  (14%
    of the total), growing from 5 million LCEs in 2011. The Notifying Parties estimate that 91% of the conventional bananas  sold  were  branded
    bananas.

245) In 2013, the Notifying Parties had a combined market share in Germany of [20-30]% for all  types  of  bananas.  Chiquita  is  currently  not
    active in Fairtrade/organic bananas in Germany.

Table 12: Market shares of Notifying Parties in Germany, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[10-20]%        |[10-20]%        |[20-30]%        |
|           |Conventional                            |[10-20]%        |[20-30]%        |[30-40]%        |
|           |Fairtrade / organic                     |[5-10]%         |[0-5]%          |[5-10]%         |
|2012       |All types of bananas                    |[10-20]%        |[10-20]%        |[30-40]%        |
|           |Conventional                            |[10-20]%        |[20-30]%        |[30-40]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |
|2013       |All types of bananas                    |[10-20]%        |[10-20]%        |[20-30]%        |
|           |Conventional                            |[10-20]%        |[10-20]%        |[30-40]%        |
|           |Fairtrade / organic                     |[5-10]%         |[0-5]%          |[5-10]%         |

        Source: Estimates of the Notifying Parties.

246) The market share of the Notifying Parties has been relatively stable over the last five years (in 2009,  Fyffes:  [10-20]%,  Chiquita:  [10-
    20]%, combined: [20-30]%), with Fyffes gaining shares and Chiquita losing shares over the period.

247) According to the Commission's investigation the Chiquita brand appeared to be well known,[192] but retailers have several lines  of  bananas
    in their offering. The retailer Edeka offers its own private label.

248) In addition, German retail market is indeed consolidated around 4 strong retailers, Aldi, Lidl, REWE  and  Edeka  (or  5  with  Metro).  The
    Commission confirmed the perception that retailers have a strong buyer power. For instance, a competitor stated that "Retailers can  dictate
    their conditions. […] They are the key driving force in this market".[193] Moreover, the Commission confirmed that retailers in Germany tend
    to multisource within a given year.

                                                                  Figure 10: […]

                 […]

                 Source: […].

249) The Commission, on the basis of  the  replies  to  its  investigation,  also  confirmed  the  presence  of  several  competitors  active  in
    Germany.[194] A competitor classified those players into two groups: "Big multinational players: Fyffes, Chiquita, Dole, Del Monte;  Smaller
    players: such as T-Port, Univeg, AFC, Noboa, Citronex", but specified that the two groups "compete on an equal footing".[195]  Noboa  has  a
    significant presence in Germany. AFC is notably supplying Lidl, although in terms of market perception Lidl  is  in  fact  seen  as  "direct
    sourcing".[196] Cobana is also active in sourcing fruits from overseas. Other players include for instance Compagnie Fruitière and de Groot.
    The market reconstruction for 2013 gave results relatively close to the Notifying Parties' estimates of competitors' market shares below.

Table 13: Market shares of main competitors in Germany, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[10-20]%          |[10-20]%          |[10-20]%          |
|Chiquita                                           |[10-20]%          |[10-20]%          |[10-20]%          |
|AFC                                                |10-15%            |10-15%            |0-5%              |
|Dole                                               |10-15%            |10-15%            |15-20%            |
|Noboa                                              |5-10%             |15-20%            |5-10%             |
|Del Monte                                          |5-10%             |0-5%              |5-10%             |
|Cobana                                             |10-15%            |5-10%             |10-15%            |
|T-Port                                             |5-10%             |5-10%             |0-5%              |
|Duerbeck                                           |0-5%              |0-5%              |5-10%             |
|Univeg                                             |0-5%              |0-5%              |NA                |
|Biofrusan                                          |0-5%              |0-5%              |0-5%              |

      Source: Estimates of the Notifying Parties.

250) Overall, German  retailers  which  responded  to  the  Commission's  questionnaire  stated  that  there  are  enough  alternative  suppliers
    available.[197] Moreover, there are no potential restrictions on access to shipping services in Germany. Given the large volumes of  bananas
    that arrive to Germany there are several shipping companies landing in Hamburg and Bremerhaven and it is unlikely that any shipping  company
    would be interested in entering into an agreement with an exclusivity clause for these ports. No impact on price is expected to result  from
    the Transaction.[198]

251) As for channels other than non-modern retail, a competitor noted that "overall, the wholesale market  in  Germany  is  decreasing";  another
    that "the wholesale market has become obsolete".[199] It also appears that several competitors  are  active  in  supplying  bananas  to  the
    channels other than non-modern retail.

252) The Commission thus concludes, on the basis of its investigation, that customers in Germany have a variety of  banana  suppliers  to  choose
    from. It is unlikely that these suppliers would face any potential restriction. Retailers seem to be taking  advantage  of  the  competition
    between these suppliers already and are multi-sourcing to ensure they obtain best offers.

253) As for banana ripening, there is no overlap between the Notifying Parties in Germany. Fyffes has capacity in Hamburg (Weichert), and owns  a
    33% stake in van Wylick (together amounting to a ripening capacity of at most 16% of the market). Chiquita has a long-term contract […]. The
    fact that there is overcapacity in the German ripening market was mentioned in the  Commission's  investigation.[200]  There  is  also  some
    degree of cross ripening with neighbouring areas.[201]

Table 14: Capacity for ripening services in Germany in LCEs per week

|Competitors                         |Capacity                          |
|Univeg                              |[…]                               |
|Cobana                              |[…]                               |
|Del Monte                           |[…]                               |
|Edeka                               |[…]                               |
|van Wylick                          |[…]                               |
|Fyffes                              |[…]                               |
|Other players incl. Dole, AFC, etc  |[…]                               |
|Total                               |[…]                               |

       Source: Estimates of the Notifying Parties, Minutes of conference call with a competitor.

254) Retailers who responded to the Commission's questionnaire indicated  that  there  are  sufficient  alternative  banana  ripeners.[202]  Most
    respondent competitors similarly stated that there is no entry barrier related with access to banana ripening facilities.[203]

255) In conclusion, the Commission considers, on the basis of the above and of the information available to it, that  the  Transaction  does  not
    raise serious doubts (i) as regards the market for the imports and supply  of  bananas  to  retailers  and  wholesalers  (and  its  possible
    segmentations) and (ii) as regards the market for banana ripening services, in Germany.

7 Ireland

    The Notifying Parties' arguments

256) The Notifying Parties submit that the Transaction will not significantly impede effective competition in the  markets  for  the  import  and
    supply of bananas and for ripening services in Ireland.

257) First, the Notifying Parties argue that Chiquita has no operational presence in Ireland.  Chiquita  only  has  […],  and  its  total  banana
    volumes sold into Ireland account for only [5-10]% of total banana volumes in Ireland  in  2013.  The  post-merger  increment  is  therefore
    marginal.

258) Second, the Notifying Parties argue that there are a number of importers and wholesaler competitors active in  the  territory  such  as  Del
    Monte, Keelings, Global Fruit and N. Smyth. All these are able to supply any customer in Ireland.  In  addition,  all  companies  which  are
    currently active in UK are able to easily expand operations to supply Ireland since there is no material cost difference between discharging
    bananas in Cork or discharging in the UK and transporting bananas to Ireland.

259) Third, the Notifying Parties argue that it is possible for both retailers and wholesalers to direct source, as it is currently the case  for
    Tesco which direct sources all of its volumes to Ireland using the Maersk containerised liner service. Retailers are  also  able  to  multi-
    source (e.g. Lidl sources from both N. Smyth and Global Fruit).

260) Fourth, the Notifying Parties argue that they are particularly distant competitors in Ireland. Fyffes sales are mainly  to  retailers  which
    account for […]% of Fyffes sales in Ireland. Chiquita on the other hand has […] in Ireland, […].

261) Fifth, the Notifying Parties argue that shipping logistics do not create barriers to entry into Ireland […].

262) Regarding banana ripening services, the Notifying Parties state that Chiquita does not have any banana ripening  facility  in  Ireland,  and
    therefore there is no overlap in this country. Additionally, there is 52% overcapacity in banana ripening overall in Ireland, with a  number
    of third party ripeners available.

    Commission’s assessment

263) The total size of the market for the supply of bananas in Ireland can be estimated at about 3.5 million LCEs  in  2013.  The  modern  retail
    channel represents 80% of these sales. Fairtrade/organic bananas still have a small weight in Ireland, representing only  5%  of  the  total
    bananas sold in 2013. Among conventional bananas, branded bananas have been losing weight in Ireland (from 88% in 2011 to 82% in 2013),  but
    they still represent the large majority of sales.

264) The Notifying Parties have a combined market share in Ireland of [60-70]% for all types of bananas, with an overlap of [5-10]%. The  context
    is similar in the market for the supply of conventional bananas. As concerns Fairtrade/organic bananas there is no  overlap  since  Chiquita
    only sells conventional bananas in Ireland.

Table 15: Market shares of Notifying Parties in Ireland, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[50-60]%        |[0-5]%          |[60-70]%        |
|           |Conventional                            |[50-60]%        |[0-5]%          |[60-70]%        |
|           |Fairtrade / organic                     |[40-50]%        |[0-5]%          |[40-50]%        |
|2012       |All types of bananas                    |[60-70]%        |[5-10]%         |[60-70]%        |
|           |Conventional                            |[60-70]%        |[5-10]%         |[60-70]%        |
|           |Fairtrade / organic                     |[30-40]%        |[0-5]%          |[30-40]%        |
|2013       |All types of bananas                    |[60-70]%        |[5-10]%         |[60-70]%        |
|           |Conventional                            |[60-70]%        |[5-10]%         |[60-70]%        |
|           |Fairtrade / organic                     |[60-70]%        |[0-5]%          |[60-70]%        |

        Source: Estimates of the Notifying Parties.

265) In the last three years the Notifying Parties' combined market share raised from [60-70]% in 2011 to [60-70]% in 2013 as both  Chiquita  and
    Fyffes were able to increase their sales volumes. Chiquita's sales in Ireland have been volatile, going down for instance from  [10-20]%  in
    2010 to [0-5]% in 2011. The Commission confirmed that overall there was no substantial loss or gain of a contract in Ireland. Therefore, and
    contrary to other Member States, the evidence points to a higher stability of contracts for the supply of bananas in Ireland. This  is  also
    reflected in a considerably higher and more stable pattern of prices in Ireland compared to all other EU countries (see Figure 7).

266) The Commission considers, on the basis of its investigation, that the explanation for this stability may be that no  large  banana  importer
    is directly active in Ireland besides Fyffes. The Notifying Parties competitors are small importers  (like  N.  Smyth)  or  wholesalers  re-
    selling bananas from the large importers (like Global Fruit and Keelings). Each of these players has an estimated market share above 5%  and
    is present in both the modern retail and non-modern retail channel. In particular, Keelings, […], also direct sources from the tropics to  a
    limited extent and procures bananas from importers other than Chiquita.

Table 16: Market shares of the main competitors in Ireland, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[60-70]%          |[60-70]%          |[50-60]%          |
|Chiquita                                           |[5-10]%           |[5-10]%           |[0-5]%            |
|Tesco                                              |15-25%            |15-25%            |15-25%            |
|N.Smyth                                            |5-10%             |5-10%             |5-10%             |
|Global Fruit                                       |5-15%             |5-15%             |5-15%             |
|Keelings                                           |5-10%             |5-10%             |5-10%             |

      Source: Estimates of the Notifying Parties.

267) Ireland is traditionally Fyffes' "home" market and the only country where the Fyffes brand carries a  premium.  On  the  contrary,  Chiquita
    brand has always been less valued in Ireland and this is reflected in its smaller position. […]. A wholesaler confirmed that "the  brand  of
    Chiquita is also recognizable. However, customers are not ready to pay a premium for such branded bananas".[204]

268) The situation regarding brands has however been changing in the most recent years, with the growing importance of private  label.  According
    to one competitor in Ireland "customers do not care for banana brands. However, there is a preference  for  Fyffes  bananas,  in  particular
    among the smaller retailers, thanks to Fyffes' marketing strategy. Thus Fyffes may sometimes cash a premium for its brand".[205]

269) The retail landscape in Ireland is characterized by the presence of 6 main retailers. The biggest one  Tesco  (representing  20-30%  of  the
    market) is doing self-sourcing from the tropics, and therefore is not directly affected by the  Transaction.  The  remaining  retailers  are
    mostly buying from Fyffes. Multi-sourcing is not very common in Ireland given that the market is relatively small. The only real example  of
    multi-sourcing is Lidl that, appears to be buying bananas from the […].

            Figure 11: […]

   […]

   Source: […]

270) During the Commission's investigation retailers and wholesalers stated that there are not many players selling bananas in Ireland,  although
    the majority of them do not anticipate a negative impact of the Transaction on price given the small position of Chiquita in Ireland.[206]

271) The only concern presented by market players in Ireland relates to the existence of an exclusivity clause in  the  contract  between  Fyffes
    and Maersk […].

272) As a consequence of these clauses, and given that no other shipping company lands in Cork as  a  result  of  the  limited  remaining  banana
    volumes involved, competitors need to land their bananas in Antwerp, Rotterdam, the UK or Northern France. According  to  competitors,  this
    delays the delivery of bananas into Ireland by one week and makes  it  more  expensive  since  the  transhipment  to  Ireland  needs  to  be
    included.[207] A retailer from Ireland also explained that "net cost pricing in Ireland is higher than the UK. This is primarily down to the
    cost to transport from the UK to Ireland. However as Fyffes are bringing direct ships to Ireland they are able to overcome".[208]

273) Currently these clauses are not fully enforced in practice since Maersk is also discharging bananas for Tesco directly  in  Ireland  instead
    of delivering them in a subsequent port (e.g. in Antwerp, Rotterdam or the UK). Competitors claimed that after the  Transaction,  given  its
    larger volumes (not only in Ireland but also worldwide) and thus better negotiating position, the Merged Entity would be in an  even  better
    position to prevent other players from using this shipping route.[209] In fact, the Merged Entity could make these clauses more  enforceable
    (thus effectively impeding Tesco from access to the direct route) as well as extend them for a longer period (for instance, in  a  potential
    negotiation for a new contract). As a consequence, competitors' costs of shipping would increase or would be kept at a higher  level  for  a
    longer period, which would reduce their ability to compete with the Merged Entity in Ireland.

274) This is also valid for Fairtrade and organic bananas, despite Chiquita having no sales in this segment.  In  fact,  since  banana  importers
    contract with shipping companies the transport of volumes of bananas in a liner service, independently of  them  being  non-conventional  or
    conventional bananas, the market influence of a banana importer vis-à-vis  shipping  companies  depends  on  the  total  amount  of  bananas
    transported.

275) As concerns banana ripening services, there is no overlap between the Notifying Parties. Fyffes owns [30-40]% of the  ripening  capacity  in
    Ireland and Total Produce, […], controls [10-20]%. However, all competitors have their own ripening facilities in Ireland.

Table 17: Capacity for ripening services in Ireland in LCEs per week

|Competitors                                        |Capacity          |
|Fyffes                                             |[30-40]%          |
|Keelings                                           |[20-30]%          |
|Total Produce                                      |[10-20]%          |
|N. Smyth                                           |[10-20]%          |
|Global Fruit                                       |[5-10]%           |

                Source: Estimates of the Notifying Parties.

276) Additionally, if a new banana supplier intends to enter the Irish market or if a retailer intends to start self-sourcing,  they  can  either
    procure banana ripening services from any of the competitors or even easily invest in new facilities.

277) In conclusion, the Commission considers, on the basis of the above and of the information available  to  it,  that  the  Transaction  raises
    serious doubts as regards the market for the import and supply of bananas to retailers and wholesalers (and its possible  segmentations)  in
    Ireland, due to the risk that the Merged Entity, as a result of its the accrued market influence vis-à-vis shipping companies, limits access
    to shipping services for its competitors thus excluding or substantially reducing the sources of supply in Ireland.  On  the  contrary,  the
    Transaction does not raise serious doubts as regards the market for banana ripening services in Ireland.

8 The Netherlands

    The Notifying Parties' arguments

278) The Notifying Parties submit that the Transaction will not significantly impede effective competition in the  markets  for  the  import  and
    supply of bananas and for banana ripening services in the Netherlands.

279) First, the Notifying Parties argue that the Netherlands are characterised by  the  presence  of  large  retailers  and  buying  groups  with
    significant buyer power and an emphasis on multi-sourcing. The three main retailers  in  the  Netherlands  control  over  85%  of  all  food
    purchases. Moreover, hard discounters have become increasingly prevalent and are aggressively competing on retail prices. The  intensity  of
    competition at the retail level has further increased competition at the import and wholesale level.

280) Second, the Notifying Parties claim that there are a wide range of credible banana suppliers in the Netherlands including  global  importers
    such as Dole and Del Monte but also other significant players such as Banacol, Cobana, T-Port, AFC and  AgroFair.  In  addition,  there  are
    large, well established wholesalers, for instance de Groot, which import  part  of  their  banana  procurement  directly  and  supply  Dutch
    retailers. Moreover, the Notifying Parties argue that there are no barriers restricting access to the Netherlands since Rotterdam is one  of
    the busiest ports and most major container lines have regular services to Rotterdam.

281) Third, the Notifying Parties argue that the increasing trend of direct sourcing has  significantly  impacted  the  negotiations  with  Dutch
    retailers. In this respect, the Notifying Parties give the example of the buying group Superunie which has set up a direct import  programme
    for conventional and Fairtrade bananas. According to the Notifying Parties the ability of retailers to direct source is  reinforced  by  the
    diminishing importance of brands and the increasing popularity of private label bananas in the Netherlands.

282) Regarding banana ripening services, the Notifying Parties claim that only Chiquita owns ripening facilities in  the  Netherlands,  There  is
    therefore no overlap in the Notifying Parties’ activities in ripening in the Netherlands. Moreover, there is significant  ripening  capacity
    in the Netherlands with a number of third party banana ripeners able to provide ripening  services  as  well  availability  of  cross-border
    supply of ripening services from Germany and Belgium.

    Commission’s assessment

283) The total size of the market for the supply of bananas in the Netherlands is estimated at  approximately  8.9  million  LCEs  in  2013.  The
    modern retail channel represents 75% of these sales. Fairtrade/organic bananas weight has been growing in the Netherlands, from 7%  in  2011
    to 10% in 2013.

284) In 2013, the Notifying Parties have a combined market share in the Netherlands of [50-60]% for  all  types  of  bananas  (Fyffes:  [20-30]%,
    Chiquita: [20-30]%). The context is similar in the market for the supply of conventional  bananas.  As  concerns  Fairtrade/organic  bananas
    there is almost no overlap since Chiquita only has marginal sales of Fairtrade/organic bananas in the Netherlands.

Table 18: Market shares of Notifying Parties in the Netherlands, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[30-40]%        |[30-40]%        |[60-70]%        |
|           |Conventional                            |[30-40]%        |[30-40]%        |[60-70]%        |
|           |Fairtrade / organic                     |[80-90]%        |[0-5]%          |[80-90]%        |
|2012       |All types of bananas                    |[20-30]%        |[30-40]%        |[50-60]%        |
|           |Conventional                            |[20-30]%        |[30-40]%        |[50-60]%        |
|           |Fairtrade / organic                     |[40-50]%        |[0-5]%          |[50-60]%        |
|2013       |All types of bananas                    |[20-30]%        |[20-30]%        |[50-60]%        |
|           |Conventional                            |[20-30]%        |[30-40]%        |[50-60]%        |
|           |Fairtrade / organic                     |[70-80]%        |[0-5]%          |[70-80]%        |

      Source: Estimates of the Notifying Parties.

285) In the last three years the Notifying Parties' combined market share decreased from [60-70]% in 2011 to  [50-60]%  in  2013,  in  particular
    given Fyffes' losses. In previous years Fyffes' sales were also volatile (in 2009, [10-20]%; in 2010, [30-40]%). […]. This is an example  of
    the high volatility of contracts for the supply of bananas in the Netherlands.

286) Chiquita sales in the Netherlands have been more stable, although also decreasing,  and  are  mostly  concentrated  […].  According  to  the
    Commission's investigation, Chiquita is not competing very aggressively for any other retailers in the Netherlands. One  retailer  mentioned
    that "Chiquita is not sending offers to [name of retailer], even  though  [name  of  retailer]  contacted  Chiquita  last  year".[210]  Also
    […].[211]

287) The Commission, on the basis of the replies to its investigation, confirmed that the Notifying Parties only  sell  branded  bananas  in  the
    Netherlands, and according to the Notifying Parties there are no sales of private label bananas in the Netherlands. In  fact,  brands  still
    play a role in the Netherlands, in particular the Chiquita brand, although some retailers and wholesalers mentioned that "today the brand is
    not really a differentiation in terms of quality anymore" and "most customers do not know any banana brand".[212]

288) The Commission, on the basis of the replies to its investigation, also confirmed that the large banana importers like Dole,  Del  Monte  and
    Noboa are present in the Netherlands. Moreover, smaller competitors like Cobana and T-Port are also active. Finally, de Groot  a  wholesaler
    also recently started doing self-sourcing to serve the Dutch market. AFC also become recently active in the Netherlands  after  gaining  the
    contract with an important retailer. Moreover, the Notifying Parties estimate their main competitor to be Dole (with a market share  between
    15-25%), which was confirmed by the Commission.[213]

Table 19: Market share of the main competitors in the Netherlands, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[20-30]%          |[20-30]%          |[30-40]%          |
|Chiquita                                           |[20-30]%          |[30-40]%          |[30-40]%          |
|Dole                                               |15-25%            |15-25%            |15-25%            |
|Cobana                                             |5-10%             |0-5%              |0-5%              |
|De Groot                                           |5-10%             |5-10%             |5-10%             |
|Del Monte                                          |5-10%             |5-10%             |5-10%             |
|Banacol                                            |5-10%             |5-10%             |0-5%              |

      Source: Estimates of the Notifying Parties.

289) Regarding the retail landscape in the Netherlands, the Commission's  investigation  confirmed  that  it  is  highly  concentrated  and  that
    retailers tend to multi-source between several banana suppliers. However, no retailer buys from both Fyffes and Chiquita. Moreover,  one  of
    the main retailers is already doing self-sourcing for a part of its needs.

Figure 12: […]

    […]

    Source: […].

290) In general, during the Commission's investigation, retailers did not express concerns regarding the  potential  impact  on  price  resulting
    from the Transaction, quoting the number of alternative suppliers available.[214] Retailers mentioned they received  offers  from  Chiquita,
    Fyffes, Del Monte, Dole, de Groot and other importers.[215] The only concern expressed by  one  retailer  related  to  the  availability  of
    suppliers of Fairtrade banana. However, in this particular case, the Transaction would have very insignificant effect  given  that  Chiquita
    almost does not supply Fairtrade bananas in the Netherlands. Moreover, there are no potential restrictions on access to shipping services in
    the Netherlands. Given the large volumes of bananas that arrive to the Netherlands there are several shipping companies landing in Rotterdam
    and it is unlikely that any shipping company would be interested in entering into an agreement with an exclusivity clause for this port.

291) As regards the non-modern retail channel, wholesalers did not show a particular concern with the Transaction. One wholesaler explained  that
    although in the short term the Transaction could have an impact, in the medium term both retailers and other competitors  would  react.[216]
    Moreover, the Commission confirmed that competitors supplying the modern retail channel are also making offers to wholesalers.[217]

292) The Commission thus concludes, on the basis of its investigation, that customers in the Netherlands have a variety of  banana  suppliers  to
    choose from. It is unlikely that these suppliers would face any potential restriction. Moreover, retailers seem to be  taking  advantage  of
    the competition between these suppliers already and are multi-sourcing (and even self-sourcing) to ensure they obtain best offers.

293) As concerns banana ripening services, there is no overlap between the Notifying Parties. Chiquita owns less than [10-20]%  of  the  ripening
    capacity in the Netherlands. Besides Chiquita there are plenty of other companies selling ripening services.

Table 20: Capacity for ripening services in the Netherlands in LCEs per week

|Competitors                        |capacity                    |
|Anaco Greeve                       |[…]                         |
|Bakker                             |[…]                         |
|Banafood                           |[…]                         |
|Borgers                            |[…]                         |
|Chiquita                           |[…]                         |
|De Groot Group                     |[…]                         |
|Kooji                              |[…]                         |
|United Fresh Services              |[…]                         |
|Van der Lem                        |[…]                         |
|Others                             |[…]                         |
|Total                              |[…]                         |

                  Source: Estimates of the Notifying Parties.

294) This was also confirmed by respondents during the Commission's investigation.[218] One wholesaler explained that "Fyffes is  not  active  in
    the ripening of bananas. All important ripeners are privately owned companies […].  Chiquita  is  involved  in  ripening  on  a  very  small
    scale".[219]

295) In conclusion, the Commission considers, on the basis of the above and of the information available to it, that  the  Transaction  does  not
    raise serious doubts (i) as regards the market for the import and  supply  of  bananas  to  retailers  and  wholesalers  (and  its  possible
    segmentations) and (ii) as regards the market for banana ripening services, in the Netherlands.

9 Sweden

    The Notifying Parties' arguments

296) The Notifying Parties submit that the Transaction will not significantly impede effective competition in the  markets  for  the  import  and
    supply of bananas and for banana ripening services in Sweden.

297) First, the Notifying Parties state that in Sweden the retail sector is highly concentrated, with ICA, Coop Sweden  (belonging  to  a  buying
    cooperative – Coop Trading) and Axfood controlling 86% of it.

298) Second, the Notifying Parties note that they have strong competitors in Sweden, in particular Dole but also smaller ones  such  as  Ewerman,
    which purchases bananas directly from the growers.

299) Third, the Notifying Parties argue that there are no access issues in relation to Sweden in what concerns  shipping.  […].  Other  companies
    can also access Sweden by feeder vessels from Germany.

300) Finally the Notifying Parties argue that there is no overlap with respect to banana ripening facilities in Sweden, since only  Chiquita  has
    ripening facilities there. Furthermore according to the Notifying Parties the overcapacity in ripening in Sweden amounts to 31-46%.

    Commission’s assessment

301) The total size of the market for the supply of bananas in Sweden is estimated at about 7.8 million LCEs in 2013. The modern  retail  channel
    represents 85% of these sales. Fairtrade/organic bananas represent already 25% of the total bananas sold in  Sweden.  There  are  almost  no
    private label sales of bananas in Sweden.

302) The Notifying Parties have a combined market share in Sweden of [50-60]% for all types of  bananas,  with  an  overlap  of  [10-20]%.  Their
    combined share is much lower in the potential segment for Fairtrade/organic bananas and it amounts to [0-5]%.

Table 21: Market shares of Notifying Parties in Sweden, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[10-20]%        |[30-40]%        |[50-60]%        |
|           |Conventional                            |[20-30]%        |[40-50]%        |[60-70]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[5-10]%         |
|2012       |All types of bananas                    |[10-20]%        |[40-50]%        |[60-70]%        |
|           |Conventional                            |[20-30]%        |[50-60]%        |[70-80]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |
|2013       |All types of bananas                    |[10-20]%        |[30-40]%        |[50-60]%        |
|           |Conventional                            |[20-30]%        |[40-50]%        |[60-70]%        |
|           |Fairtrade / organic                     |[0-5]%          |[0-5]%          |[0-5]%          |

        Source: Estimates of the Notifying Parties.

303) The market share of Fyffes has been relatively stable over the past five years (in 2009, [10-20]%;  in  2010,  [20-30]%),  while  Chiquita's
    share of the total bananas market in Sweden has been fluctuating between [30-40]% and  [40-50]%  since  2009.  Chiquita  for  instance  lost
    volumes in 2010, regained it in 2012, and lost again in 2013.

304) The Commission confirmed, on the basis of the replies to its investigation, the presence of competitors  in  Sweden,  as  estimated  by  the
    Notifying Parties below, albeit Dole appears to have a higher market share, while AFC's share is lower. Noboa does not appear to  be  active
    in Sweden but instead T-Port has some sales there.[220]

Table 22: Market share of main competitors in Sweden, 2011-2013, in volume

|Competitors                                        |2013              |2012              |2011              |
|Fyffes                                             |[10-20]%          |[10-20]%          |[10-20]%          |
|Chiquita                                           |[30-40]%          |[40-50]%          |[30-40]%          |
|Dole                                               |15-25%            |NA                |15-25%            |
|Total Produce                                      |5-10%             |NA                |15-25%            |
|AFC                                                |5-10%             |NA                |0-5%              |
|Noboa                                              |5-10%             |NA                |0-5%              |

      Source: Estimates of the Notifying Parties.

305) Neither retail nor wholesale customers expressed concerns as to the impact of the Transaction on the  market  in  Sweden.  In  particular  a
    retailer stated that it would still have enough alternative suppliers.[221] In the past it has  switched  banana  suppliers  and  also  used
    smaller players such as AFC.[222] This implies that despite the high combined market  share  of  the  Notifying  Parties,  the  presence  of
    alternative suppliers – both already active in Sweden and those which could enter the Swedish market – exercises  an  effective  competitive
    constraint.

306) These alternative suppliers will continue to  exercise  a  competitive  constraint  provided  their  access  to  shipping  services  is  not
    restricted. In particular due to the accrued influence of the Merged Entity vis-à-vis shipping companies, competitors might be subject to  a
    cost disadvantage. This is because (i) the Merged Entity could then possibly be in a position to obtain exclusivity for an existing shipping
    line to Sweden and (ii) alternative providers of shipping services might be less willing to establish additional shipping lines in  view  of
    the limited banana volumes of the competitors. As a result sources of supply in Sweden could be substantially reduced.

307) This is also valid for Fairtrade and organic bananas, despite the Notifying Parties have minor sales in this segment. In fact, since  banana
    importers contract with shipping companies the transport of volumes of bananas  in  a  liner  service,  independently  of  them  being  non-
    conventional or conventional bananas, the market influence of a banana importer vis-à-vis shipping companies depends on the total amount  of
    bananas transported.

308) As regards banana ripening services, one of the competitors noted that it is difficult to find ripening facilities in Sweden  and  since  it
    supplies only green bananas this could be a potential barrier to enter Swedish market.[223] In fact there are  only  two  truly  independent
    ripeners in Sweden – Ewerman and Lundbladh, while the significant proportion of the banana ripening capacity is  controlled  by  the  global
    banana companies. As regards the incentives of Total Produce to act independently from Fyffes, see section 4.1.4.4 above.

Table 23: Capacity for ripening services in Sweden in LCEs per week

|Competitors                         |Capacity                          |
|Chiquita                            |[…]                               |
|Total Produce                       |[…]                               |
|Ewerman                             |[…]                               |
|Lundbladh                           |[…]                               |
|Dole                                |[…]                               |
|Total                               |[…]                               |

                Source: Estimates of the Notifying Parties.

309) However it appears that increasing banana ripening capacity does not entail a large investment or require a long time.[224] Furthermore  the
    capacity in the Chiquita ripening facility can be used by ICA Sweden […] to ripen bananas  supplied  by  whoever  ICA  Sweden  chooses.[225]
    Already in the past bananas supplied by Chiquita's competitors were ripened in its Swedish facility.[226] As a result in  can  be  concluded
    that a potential entrant into the Swedish market could use the facilities of the independent ripeners or, if it wins  a  contract  with  ICA
    Sweden (which amounts for 50% of Swedish retail sales) its bananas will be ripened in the Chiquita facility […].

310) In conclusion, the Commission considers that it does not need to determine whether the Transaction raises  serious  doubts  as  regards  the
    market for the import and supply of bananas to retailers and wholesalers (and its possible segmentations) in Sweden, due  to  the  potential
    risk that the Merged Entity, as a result of its the accrued market influence of the Merged Entity vis-à-vis shipping companies,  given  that
    the Final Commitments entered into by the Notifying Parties would eliminate any potential serious doubts  that  could  stem  therefrom.  The
    Transaction does not raise serious doubts as regards the market for banana ripening services in Sweden.

10 The UK

    The Notifying Parties' arguments

311) The Notifying Parties submit that the Transaction will not significantly impede effective competition in the  markets  for  the  import  and
    supply of bananas and for ripening services in the UK.

312) First, the Notifying Parties argue that the UK is characterized by a large  number  of  competitors,  retailers'  buying  power  and  direct
    sourcing, and absence of brand preference. Tesco, Asda, Sainsbury's and Morrisons account for over 75% of retail sales. Tesco,  the  largest
    retailer in the UK, started direct sourcing from growers in 2009. Morrisons and Asda also started direct sourcing. Wholesalers in the UK are
    actively direct sourcing. The ability to direct source is reinforced by the absence of brand preference.

313) Second, the Notifying Parties argue that there is a wide range of credible suppliers in  the  UK,  including  global  corporations  such  as
    Compagnie Fruitière, Noboa, Dole and Del Monte, as well as players such as the Fresca, Winfresh, S.H. Pratt,  and  AgroFair  and  new  local
    entrants such as Banabay.

314) Third, Fairtrade/organic products are particularly popular in the UK and Chiquita does not offer Fairtrade bananas.

315) Fourth, the Notifying Parties argue that the UK market is also characterised by price wars at the retail level,  which  have  a  significant
    impact on UK retailers' procurement strategies, with the result that there is an intense focus on  price  when  purchasing  bananas  at  the
    wholesale level.

316) As for banana ripening services, there is an overlap in the banana ripening facilities.  However,  the  Notifying  Parties  state  there  is
    overcapacity for ripening in the UK. Moreover, Chiquita has decided to close its facility in Dewsbury due to Asda  moving  its  volume.  The
    Notifying Parties estimate their combined share of the contract ripening services market at about [10-20]%. They also claim that  ten  other
    companies can offer ripening services in the UK.

    Commission’s assessment

317) The total size of the UK market for bananas is estimated at about 48 million LCEs in 2013. The  modern  retail  channel  represents  87%  of
    these sales. The Notifying Parties estimate that about 13 million LCEs sold in the UK in 2013 were Fairtrade and/or organic bananas (27%  of
    the total), growing from 10 million LCEs in 2011. Amongst conventional bananas, the Notifying Parties estimate that all  bananas  sold  were
    branded.[227]

318) In 2013, the Notifying Parties had a combined market share in the UK of [40-50]% for all types of bananas. Chiquita is currently not  active
    in Fairtrade/organic bananas in the UK, an area in which Fyffes is strong ([50-60]% for all types of  bananas).  The  market  share  of  the
    Notifying Parties has been overall stable over the last five years (in 2009, Fyffes: [30-40]%, Chiquita: [0-5]%)

Table 24: Market share of Notifying Parties in the UK, 2011-2013, in volume

|           |                                        |Fyffes          |Chiquita        |Combined        |
|2011       |All types of bananas                    |[30-40]%        |[5-10]%         |[40-50]%        |
|           |Conventional                            |[30-40]%        |[5-10]%         |[40-50]%        |
|           |Fairtrade / organic                     |[50-60]%        |[0-5]%          |[50-60]%        |
|2012       |All types of bananas                    |[40-50]%        |[5-10]%         |[40-50]%        |
|           |Conventional                            |[30-40]%        |[5-10]%         |[40-50]%        |
|           |Fairtrade / organic                     |[50-60]%        |[0-5]%          |[50-60]%        |
|2013       |All types of bananas                    |[40-50]%        |[5-10]%         |[40-50]%        |
|           |Conventional                            |[30-40]%        |[5-10]%         |[40-50]%        |
|           |Fairtrade / organic                     |[50-60]%        |[0-5]%          |[50-60]%        |

        Source: Estimates of the Notifying Parties.

319) The Commission, on the basis of the replies to its investigation, confirmed the perception that retailers have  a  strong  buyer  power  and
    that the annual tenders are highly competitive. For instance, a competitor stated that "The UK  market  is  characterised  by  the  pressure
    exercised by big retailers. It is a very competitive market".[228] A retailer stated that for bananas the UK market "is  probably  the  most
    aggressive in terms of prices in Europe".[229] Retailers in the UK tend to multi-source. Hard-discounters such as Aldi are also emerging.

320) As for direct sourcing, Tesco, with its significant scale and volumes, was widely quoted  in  the  Commission's  investigation  as  the  key
    retailer active in direct sourcing in the EU. Tesco is the largest importer of bananas in the UK after Fyffes. "Until 2010,  Tesco  used  to
    source all its bananas from integrated multinational companies including Chiquita, Fyffes and  Fresh  Del  Monte."[230]  Still,  Tesco  buys
    Fairtrade/organic bananas from Fyffes. Also in the UK, Morrisons, who used to purchase 100% of its needs from Fyffes, now sources 90% of its
    needs for bananas directly from growers, and also co-owns a ripening facility.[231] Therefore,  in  the  UK  "large  bananas  companies  are
    becoming more and more service providers".[232] However, not all UK retailers have indicated interest in direct-sourcing, due to their small
    scale and the perceived risks.[233]

321) As for brands, the limited role of bananas in the modern retail channel was confirmed.[234] Brands however signal quality. The Fyffes  brand
    is recognized by final consumers (unlike the Chiquita brand) but does not appear to command a premium. Brands are perceived as more relevant
    in the wholesale channel.

322) The popularity of Fairtrade bananas in the UK, where some retailers sell 100% Fairtrade bananas, was confirmed. By contrast organic  bananas
    do not account for significant volumes in the UK.

323) The Commission's investigation also confirmed the presence of several competitors active in the UK.[235] Tesco is not a  competitor  per  se
    as it does not supply bananas to retailers and wholesalers, but is the second importer of bananas to the UK. The market  reconstruction  for
    2013 gave results relatively close to the Notifying Parties' estimates of  competitors'  market  shares  below.  The  volumes  of  Compagnie
    Fruitière appeared underestimated. Moreover, Del Monte also had some sales in the UK in 2013.

Table 25: Market share of main competitors in the UK, 2011-2013, in volume

|Competitors                         |2013              |2012              |2011              |
|Fyffes                              |[40-50]%          |[40-50]%          |[30-40]%          |
|Chiquita                            |[5-10]%           |[5-10]%           |[5-10]%           |
|Tesco                               |20-25%            |25-30%            |25-30%            |
|Dole/Compagnie Fruitière            |5-10%             |2-5%              |2-5%              |
|Global Pacific                      |5-15%             |5-10%             |5-10%             |
|Fresca                              |5-10%             |5-10%             |5-10%             |
|International Procurement           |5-10%             |5-10%             |5-10%             |
|Winfresh                            |5-10%             |5-10%             |5-10%             |
|SH Pratt                            |0-5%              |0-5%              |0-5%              |
|Del Monte                           |NA                |NA                |0-5%              |

      Source: Estimates of the Notifying Parties.

324) Overall, most retailers in the UK that responded to the Commission's questionnaire  stated  that  there  are  enough  alternative  suppliers
    available, including for Fairtrade/organic bananas.[236] Moreover, there are no potential restrictions on access to shipping services in the
    UK. Given the large volumes of bananas that arrive to the UK there are several shipping companies landing in Portsmouth and it  is  unlikely
    that any shipping company would be interested in entering into an agreement with an exclusivity clause in this port. No impact on  price  is
    expected to result from the Transaction by most retailers.[237] A competitor mentioned the  Transaction  might  lead  to  opportunities,  if
    retailers might be interested in looking for alternatives.[238]

325) As for the non-modern retail channels, the Commission's investigation confirmed that competitors are fairly the same as  in  modern  retail,
    with several independent ripeners. Some degree of cross-border supply was mentioned, for instance "Some Dutch suppliers sell bananas on  the
    UK wholesale market when they have overflows".[239]

326) The Commission thus concludes, on the basis of its investigation, that customers in the UK have a variety  of  banana  suppliers  to  choose
    from and tend to self-source bananas directly in the tropics. Moreover, it is  unlikely  that  these  suppliers  would  face  any  potential
    restriction to access the UK market.

327)  As for banana ripening, Chiquita and Fyffes together have more than [40-50]% of the ripening capacity in the  UK.  Moreover,  the  ripening
    facility of Fyffes in Scotland was mentioned as being attractive to serve the area.[240] However several independent players are  active  in
    ripening. A competitor was for instance recently building a new banana ripening centre.[241] Besides, a trend towards  retailers  doing  the
    banana ripening themselves was mentioned in the Commission's investigation. "For instance, Morrisons  has  bought  a  ripening  facility  in
    Boston (UK) from Del Monte and has built a capacity of 110 000 LCEs per week".[242]

Table 26: Capacity for ripening services in the UK, in LCEs per week

|Competitors                         |Capacity                          |
|Compagnie Fruitière                 |[…]                               |
|Del Monte                           |[…]                               |
|Chiquita                            |[…]                               |
|Fyffes                              |[…]                               |
|Pratt                               |[…]                               |
|Morrisons                           |[…]                               |
|Winfresh                            |[…]                               |
|Mack                                |[…]                               |
|Others                              |[…]                               |
|Total                               |[…]                               |

                Source: Estimates of the Notifying Parties.

328) While in fact overall retailers which responded to the Commission's questionnaire were not willing to integrate into banana ripening due  to
    the lack of expertise or resources, most indicated that they were sufficient alternative banana ripeners in the  UK.[243]  Most  competitors
    similarly stated that there was no entry barrier related with access to ripening facilities.[244]

329) In conclusion, the Commission considers, on the basis of the above and of the information available to it, that  the  Transaction  does  not
    raise serious doubts (i) as regards the market for the import and  supply  of  bananas  to  retailers  and  wholesalers  (and  its  possible
    segmentations) and (ii) as regards the market for banana ripening services, in the UK.

11 Other countries

330) The Transaction also gives rise to affected markets in the import and supply of bananas to retailers and wholesalers in the Czech  Republic,
    Poland, Italy, Latvia and Lithuania. There is no overlap between the Notifying Parties' activities in ripening bananas in those countries.

    The Notifying Parties' arguments

331) The Notifying Parties note that in the Czech Republic the increment resulting from the  Transaction  is  marginal  and  amounts  to  [0-5]%.
    Fyffes has only […]. Chiquita sells […]. Furthermore the Notifying Parties claim that they face competition from global corporation such  as
    Compagnie Fruitière and Noboa and also from smaller domestic players such as Cerozfrucht and Fruit Trading. Neither of the Notifying Parties
    has ripening assets in the Czech Republic.

332) With respect to Poland, the Notifying Parties claim that a number of  competitors  exercise  competitive  constraint  on  their  activities,
    including: Dole, Del Monte, Noboa, AFC, Fruta del Pacifico (importer of bananas from Ecuador based in Barcelona) and Citronex.  In  addition
    large Polish wholesalers, such as Targban and Quiza own  ripening  facilities  and  have  good  relationships  with  retail  and  non-retail
    customers. There is no overlap as to the ownership of ripening facilities in Poland, as only Chiquita owns ripening rooms there.

333) As regards Italy, the Notifying Parties argue that the increment resulting from the Transaction is marginal  and  amounts  only  to  [0-5]%.
    There is no overlap as to the ownership of ripening facilities, as only Chiquita operates a ripening facility.

334) As regards Latvia and Lithuania, the Notifying Parties argue that the increment resulting from the Transaction is small. In fact they  point
    out that as of 2014 there is no overlap in Latvia, […]. The competitors mentioned by the Notifying Parties in the Baltic  countries  include
    Martinique Fruit, Dole, Del Monte, AFC and Citronex. Neither of the Notifying  Parties  owns  ripening  facilities  in  any  of  the  Baltic
    countries. The Notifying Parties also submit there is cross-border ripening between Latvia and Lithuania.

    Commission’s assessment

335) In the Czech Republic, the total size of the market for bananas is estimated at 6 million LCEs in 2013. Fairtrade/organic  bananas  are  not
    sold according to the Notifying Parties. The Notifying Parties had in 2013 a combined market share of [20-30]% for all channels (Fyffes: [0-
    5]%, Chiquita: [10-20]%). Their combined market share has been fairly stable over the last five years (in 2009,  Fyffes:  [0-5]%,  Chiquita:
    [20-30]%). According to the Notifying Parties' estimate, other suppliers include notably Bonita (5-15%) and Compagnie Fruitière (40-50%). In
    the course of the Commission's investigation, competitors from other countries have indicated that there were some cross-border sales to the
    Czech Republic.[245] Tesco is direct sourcing bananas jointly for its UK and  Central  Europe  activities,  including  the  Czech  Republic.
    Neither of the Notifying Parties has ripening facilities in the Czech Republic.  No  concerns  were  raised  regarding  any  impact  of  the
    Transaction in the Czech Republic. Therefore, the Commission considers, on the basis of the above and of the information  available  to  it,
    that the Transaction does not raise serious concerns in the Czech Republic both in the markets for the  import  and  supply  of  bananas  to
    retailers and wholesalers and for banana ripening services.

336) In Poland, the total size of the market is estimated at around 13 million LCEs in  2013.  The  Notifying  Parties'  combined  market  share,
    estimated at around [30-40]% for all channels (Chiquita: [20-30]%, Fyffes: [10-20]%), has remained stable over the last  five  years.  Other
    important competitors include Citronex, Targban and Quiza, while Dole and Del Monte are present  through  distributors.  One  of  the  local
    importers sources bananas directly in the Central and South America. No concerns were raised as  to  the  ability  of  customers  to  switch
    suppliers and effectively constrain the Notifying Parties. Furthermore a customer stated that "the transaction will not have impact  on  the
    prices or availability of bananas in Poland".[246] The Commission considers, on the basis of the replies received during  the  investigation
    that Polish customers are price sensitive, and the only recognised brand in Poland is Chiquita. It was also indicated that  in  addition  to
    regular suppliers, Polish market is the destination for spot sales of excess volumes  from  the  Western  European  markets.[247]  There  is
    sufficient independent banana ripening capacity in Poland, and neither shipping nor inland transportation is perceived as a barrier to entry
    or expansion.[248] Therefore, the Commission considers, on the basis of the  above  and  of  the  information  available  to  it,  that  the
    Transaction does not raise serious concerns in Poland both in the markets for the import and supply of bananas to retailers and  wholesalers
    and for ripening services.

337) In Italy, the total size of the market for bananas is estimated at around 33 million LCEs in 2013. The  Notifying  Parties  had  a  combined
    market share of [20-30]% for all channels in 2013 (Chiquita: [20-30]%, Fyffes: [0-5]%), down from a level of [20-30]% in the preceding  four
    years. According to the Notifying Parties' estimates, other brands include Dole (10-20%), Del Monte (5-15%) and Bonita (5-15%), while around
    35-40% of bananas are sold unbranded. The Commission identified a number of other significant competitors, such as  Spreafico  (supplied  by
    Uniban, a Colombian grower), GF Group (Orsero), Compagnie Fruitière (importing  mainly  African  bananas)  and  smaller  operators  such  as
    Alimentari Ortofrutticoli. Some of these competitors are vertically integrated and source bananas directly from the tropics. Several  direct
    containerised and reefer vessel shipping lines from Central and South America serve various Italian ports, which in total unload around  11%
    of total banana imports in the EU. […].[249] The Commission considers, on the basis of the replies received during the investigation and the
    other available evidence that access to banana growers, shipping and banana ripening facilities does not represent a  barrier  to  entry  or
    expansion in Italy.[250] The Commission considers that, on the basis of the above and of the information available to it, and in  particular
    given Fyffes' very limited market presence in Italy,  the  availability  of  alternative  suppliers  and  absence  of  entry  barriers,  the
    Transaction does not raise serious concerns in Italy both in the markets for the import and supply of bananas to retailers  and  wholesalers
    and in the for banana ripening services

338) In Latvia, the total size of the market for bananas is estimated at around 0.8  million  LCEs  in  2013,  with  the  modern  retail  channel
    representing about half of the sales. The Notifying Parties had in 2013 a combined market share of [40-50]% for all  channels  (Fyffes:  [5-
    10]%, Chiquita: [30-40]%). Their combined market share has been lower over the last five  years  (for  instance  in  2009,  Fyffes:  [0-5]%,
    Chiquita: [5-10]%), and fluctuating (for instance in 2011, Fyffes: [0-5]%, Chiquita: [0-5]%). In Lithuania, the total size of the market for
    bananas is estimated at around 1 million LCEs in 2013, with the modern retail  channel  representing  less  than  half  of  the  sales.  The
    Notifying Parties had in 2013 a combined market share of [20-30]% for all channels (Fyffes: [5-10]%,  Chiquita:  [10-20]%).  Their  combined
    market share has been higher over the last five years (in 2009, Fyffes: [10-20]%, Chiquita: [50-60]%),  and  fluctuating.  Fairtrade/organic
    bananas are not sold in Latvia and Lithuania according to the Notifying Parties' estimates.[251] Finally, regarding  Estonia,  it  is  noted
    that the Notifying Parties' market shares have also been fluctuating widely, from a combined market share of [50-60]% in 2009  (Fyffes:  [0-
    5]%, Chiquita: [50-60]%) to [0-5]% in 2013 (Fyffes: [0-5]%, Chiquita: [0-5]%). The total size of  the  market  for  bananas  in  Estonia  is
    estimated at around 0.7 million LCEs in 2013.

339) Overall, if the three Baltic countries are analysed jointly,[252] the Notifying Parties' combined market share has been fluctuating  between
    [20-30]% (in 2013) and [40-50]% (in 2009). During the Commission's investigation, a wholesaler explained that large banana companies are not
    usually directly present in the Baltic countries. "There are several big competitors in the Baltics. […] In Estonia: Karskrona and  Bambona.
    […] From Latvia are Banalat and Litbana. In Lithuania, Augma […] Citma, Baltic Fresh fruits and Litbana."[253] Those players mainly purchase
    bananas from large importing companies on the spot market in ports in Northern Europe, where there are many potential  suppliers.[254]  Both
    Banalat and Augma also have programs to source bananas directly from growers in Ecuador since  2008-2010.  As  for  transport,  bananas  are
    transported by trucks when bought on the spot market for instance in Germany (2-3 days), or by feeder to  Klaipeda,  Lithuania.[255]  Cross-
    border trade flows are relatively important in Eastern Europe.  For  instance,  "Polish  competitors  also  provide  bananas  to  Lithuanian
    supermarkets". [256]

340) A wholesaler has expressed concerns about shipping to the Baltic countries, concerning the bargaining power of the  Merged  Entity  and  the
    risk that the shipping costs for smaller competitors could be raised.[257] In particular due to the accrued market influence of  the  Merged
    Entity vis-à-vis shipping companies, competitors might be subject to a cost disadvantage. This is because (i) the Merged Entity  could  then
    possibly be in a position to obtain exclusivity for existing shipping line to  the  Baltics  and  (ii)  alternative  providers  of  shipping
    services might be less willing to establish additional shipping lines in view of the limited banana volumes of the competitors. As a  result
    sources of supply in Estonia, Latvia and Lithuania could be substantially reduced.

341) This is also valid for Fairtrade and organic bananas. In fact, since banana importers contract with  shipping  companies  the  transport  of
    volumes of bananas in a liner service, independently of them being non-conventional or conventional  bananas,  the  market  influence  of  a
    banana importer vis-á-vis shipping companies depends on the total amount of bananas transported.

342) In conclusion, the Commission considers that it does not need to determine whether the Transaction raises  serious  doubts  as  regards  the
    market for the import and supply of bananas to retailers and wholesalers (and its possible segmentations) in Latvia, Lithuania and  Estonia,
    as a result of the accrued market influence of the Merged Entity vis-á-vis shipping companies, given that the Final Commitments entered into
    by the Notifying Parties would eliminate any potential serious doubts that could stem therefrom.

12 Conclusion

343) The arguments of the Notifying Parties concerning contestability of the subsequent levels of the banana value chain were  largely  confirmed
    in the investigation. As a result, despite high combined market shares in particular Member States the position  of  the  Notifying  Parties
    should be constrained by the possible entry and expansion of their competitors.

344) However, during the investigation specific concerns regarding the impact of the Transaction were raised by retail and  wholesale  customers,
    most prominently in Finland and Ireland. These concerns are related to the increase in the negotiating position of the Merged Entity  vis-à-
    vis shipping companies, resulting not only from its larger scale in each country but also  from  its  larger  scale  worldwide.  This  would
    possibly allow the Merged Entity to foreclose access to shipping services or make them more costly for its rivals. A natural  experiment  is
    Ireland where Fyffes, given the large volumes that it is landing in this country, was able to negotiate an exclusivity clause  with  Maersk,
    which forces rivals to land bananas in Belgium, the Netherlands and the UK, with the consequent higher costs associated.

345) More broadly, and regarding Member States in Northern Europe which have ports located at  the  end  of  more  peripheral  routes,  potential
    exclusivity clauses for existing shipping lines could create serious risks of restricting access to  shipping  services  for  the  Notifying
    Parties' competitors. This is because alternative providers of shipping services might be less willing to establish shipping lines to  these
    destinations in view of the limited remaining banana volumes involved.

346) Due to the nature of the banana supply chain some ports in Northern Europe serve as intermediary  steps,  for  instance  where  bananas  are
    unloaded from big containers and put onto feeder vessels to continue their  journey  towards  Member  States  with  ports  located  at  more
    peripheral routes. These intermediary ports are located in particular in Belgium, Germany,  Netherlands  and  the  UK.  Therefore  while  no
    explicit concerns were voiced as regards access to the shipping services in these Member States it is important that competitors in Estonia,
    Finland, Ireland, Latvia, Lithuania and Sweden are not foreclosed from ports located in Belgium, Germany, Netherlands and the UK,  as  these
    constitutes gates to the ports located in the aforementioned Member States.

347) The Commission considers, on the basis of the above and of the information available to it, that the Transaction thus raises serious  doubts
    as to its compatibility with the internal market in relation to non-coordinated effects as regards the markets for the import and supply  of
    bananas to retailers and wholesalers (and their possible segmentations) in Finland  and  Ireland.  These  serious  doubts  result  from  the
    increased risk that the Merged Entity, given its accrued market influence, could possibly make it more costly for rivals to ship bananas  to
    the abovementioned Member States. As concerns Estonia, Latvia, Lithuania and Sweden the Commission  considers  that  it  does  not  need  to
    determine whether the Transaction raises serious doubts as regards the markets for the  import  and  supply  of  bananas  to  retailers  and
    wholesalers (and its possible segmentations) as a result of the accrued market influence of the Merged Entity vis-á-vis shipping  companies,
    given that the Final Commitments entered into by the Notifying Parties  would  eliminate  any  potential  serious  doubts  that  could  stem
    therefrom.

348) The Commission also concludes that the Transaction does not raise serious doubts as  to  its  compatibility  with  the  internal  market  in
    relation to non-coordinated effects with respect to (i) import and supply of bananas  to  retailers  and  wholesalers  (and  their  possible
    segmentations) in: Belgium, Czech Republic, Denmark, Germany, Italy, the Netherlands, Poland and the UK and (ii) banana ripening services in
    none of the assessed Member States.

5 Assessment of potential coordinated effects

    The Notifying Parties' arguments

349) The Notifying Parties claim that the Transaction does not give rise to coordinated effects since the market for the supply of  bananas  does
    not fulfil the conditions for coordination to occur.

350) First, the Notifying Parties claim that market for the supply  of  bananas  is  characterised  by  significant  complexity  and  a  lack  of
    transparency as well as fierce competition.

351) The Notifying Parties support this by claiming that banana suppliers have heterogeneous business models, with differences in,  for  example,
    the level and type of vertical integration (notably into growing, shipping, and  ripening),  branding  strategies,  and  positions  in  non-
    conventional bananas (organic, Fairtrade).

352) The Notifying Parties also argue that banana suppliers face sophisticated customers with significant buyer power, which are able  to  switch
    significant volumes to alternative suppliers. The Notifying Parties consider that there is fierce competition for supplies, and tenders  are
    organised for large volumes of bananas, the success at which may have significant impact even on large suppliers.

353) The Notifying Parties add that the prices are agreed in bilateral negotiations with retailers.  Prices  may  be  based  on  different  price
    formulas for different durations, and may encompass different level of services to the customers. This is all the more so with  wholesalers,
    which also source bananas on a weekly basis and on spot markets.

354) The Notifying Parties thus consider that the market conditions for banana supplies are opaque, very dynamic and are  not  conducive  to  the
    creation of a mechanism to reach a common understanding between operators.

355) Second, the Notifying Parties claim there is also no conceivable mechanism to sanction deviations from the potential  coordinated  behaviour
    since the competitive environment is characterized by presence of a small number  of  large  contracts  (which  creates  the  incentive  for
    suppliers to compete to win the business) and by competition for individual customers in the context of bilateral negotiations.

356) Third, the Notifying Parties argue that the reaction of customers and competitors would defeat any tacit coordination.  In  fact,  according
    to the Notifying Parties, the market for the supply of bananas does not offer the  degree  of  stability  needed  for  tacit  collusion,  as
    numerous potential new entrants or direct sourcing by customers could distort any attempt to raise prices or limit output.

357) Fourth, the Notifying Parties argue that the Transaction will not enhance the scope for  coordination,  as  a  large  number  of  asymmetric
    competitors will continue to exist, the market would still be opaque and complex and entry or expansion by rival firms would still  be  easy
    after the Transaction.

358) Finally, while banana suppliers were found to have operated cartels infringing Article 101 TFEU in the period 2000-2002 in  Northern  Europe
    and in the period 2004-2005 in Southern Europe, the Notifying Parties claim  that  this  historic  behaviour  is  without  bearing  for  the
    assessment of coordinated effects of the Transaction, as (i) the practice amounted to explicit collusion and  not  tacit  coordination,  and
    (ii) since decisions concerning these cartels were issued, there have been significant changes  throughout  the  supply  chain.  First,  the
    liberalisation of banana imports removed barriers to entry and expansion, and allowed for a higher  number  of  competitors.  Second,  these
    competitors have now more flexible shipping options. Third, the practice of announcing price quotations in Northern Europe  (which  was  the
    focus of the previous cartel infringements) has been abandoned, with a consequent decrease in market transparency.

    Commission’s assessment

359) In the Commission's view, a number of features of the market for the  supply  of  bananas  have  the  potential  to  generate  a  degree  of
    transparency in the market. The fact that imported bananas are funnelled through few entry points and banana ripening facilities before they
    reach distribution channels may create visibility of the volumes and origin of bananas. If,  in  addition,  the  distribution  channels  are
    concentrated, it is easier to monitor the presence and the positioning of rivals.

360) However, according to the Commission's investigation, nowadays the market for the supply of banana seems to be less  prone  to  coordination
    than before the end of the quota regime.

361) First, after the abolition of the quota regime in 2006, several companies entered the market and started sourcing bananas  directly  in  the
    tropics. This was confirmed by retailers and competitors that responded to the Commission's questionnaires.[258] According to  one  retailer
    "more suppliers began to offer products, because no import quota was required anymore".[259]

362) These players generally have very different company structures and strategies.  Some  are  small  importers  focussed  exclusively  on  some
    countries and on niche products such as Fairtrade/organic bananas. Others are wholesalers which, besides buying from importers, started also
    direct sourcing bananas in the tropics. There are also growers which successfully started to sell their bananas  directly  in  Europe.  This
    diversity makes it difficult for banana suppliers to reach a common understanding.

363) Second, in 2012 Aldi stopped announcing its weekly prices  which  previously  represented  a  focal  point  for  importers  in  their  price
    negotiations with retailers. The majority of retailers that responded to the Commission's questionnaire  stated  that  the  market  for  the
    supply of bananas is not transparent in terms of prices.[260] This results mainly from the fact that prices and volumes are set in bilateral
    negotiations.

364) Third, customers in this market are generally strong retailers or wholesalers with a degree of buyer power. They can  switch  large  volumes
    of their purchases between suppliers, or even source bananas directly from growers. This  has  the  potential  to  destabilize  a  potential
    coordination between banana suppliers.

365) Fourth, the Transaction would actually further increase the asymmetry between the market leader  resulting  from  the  Transaction  and  the
    remaining banana suppliers.

    Conclusion

366) In view of the above, the Commission considers that the Transaction does not raise serious doubts as to its compatibility with the  internal
    market in relation to coordinated effects in the market for the import and supply of bananas to retailers and wholesalers (and its  possible
    segmentations).

2 PINEAPPLES

1 Relevant product market

    The Notifying Parties' arguments

367) According to the Notifying Parties pineapples are a part of a single market for the sourcing and supply of all  fruit  (including  bananas).
    First, the consumption and volumes of pineapples is claimed to fluctuate depending on the availability of other fresh fruit,  in  particular
    seasonal local fruit. Second, fruit importers and wholesalers can readily switch to sourcing and supplying pineapples given the similarities
    of the supply chain, and availability of containerised liner transport.

    Previous decisional practice

368) In its past decisions, the Commission left the exact boundaries of the product market for fresh fruit, including pineapples, open.[261]

    Commission’s assessment

369) A majority of retailers that responded to the Commission's questionnaire indicated that a 5-10% price  increase  for  pineapples  would  not
    lead to a change of their purchasing patterns for pineapples.[262] Moreover, many retailers organise separate tenders  for  pineapples.[263]
    Likewise, the majority of competitors that responded to the Commission's questionnaire stated that, for their customers, pineapples are  not
    substitutable to other fresh fruit.[264]

370) From a supply perspective, a clear majority of competitors that responded to the Commission's questionnaires  consider  that  there  are  no
    specificities in sourcing pineapples compared to other fresh fruit.[265]

    Conclusion

371) In the present case, the Commission considers that the exact market definition for the import and supply of pineapples can be left open,  as
    the Transaction will not give rise to competition concerns under any potential market definition, including a separate market for pineapples
    only.

2 Relevant geographic market

    The Notifying Parties' arguments

372) The geographic scope of this market is, according to the Notifying Parties,  at  least  EEA-wide.  This  reflects  the  strong  cross-border
    dimension driven by the existence of centralised logistical hubs for imports into the EEA both in Northern and Southern Europe. Accordingly,
    the activities of a majority of suppliers span over a number of EU Member States. Alternatively  the  Notifying  Parties  propose  that  the
    Transaction is assessed on the basis of a Northern EU cluster and a Southern EU cluster.

    Previous decisional practice

373) In its past decisions, the Commission left the exact boundaries of the geographic market open and considered  the  sourcing  and  supply  of
    fresh fruits on a national, clusters of countries, and EEA-wide basis.[266]

    Commission’s assessment

374) According to the Commission's investigation only a minority of those retailers active in several Member States  negotiate  pineapple  prices
    at a level that is broader than national, and that there are price differences between different Member States  or  clusters/regions  within
    the EU.[267] A vast majority of retailers that responded to the Commission's questionnaire saw no obstacles to purchasing pineapples from  a
    supplier located in another Member State.[268]

    Conclusion

375) In the present case, the Commission considers that the exact boundaries of the geographic market for the import  and  supply  of  pineapples
    can be left open, as the Transaction will not give rise to competition concerns under  any  potential  market  definition,  including  on  a
    national basis.

3 Competitive assessment

    The Notifying Parties' arguments

376) The Notifying Parties submit pineapples compete as part of a wider market for all fresh fruit. The Notifying Parties’ combined shares  on  a
    market for fresh fruit (including or excluding bananas) is below 20% irrespective of what the relevant geographic reference is,  (i.e.  EEA,
    Northern EU Cluster or national), and thus does not constitute an affected market.

377) Even if pineapples were considered as a separate market and national markets were defined,  the  Notifying  Parties  argue  that  they  face
    vigorous competition from a number of large, medium size and small players,  including  Del  Monte  (the  market  leader  in  the  pineapple
    category), Hispa, Dole, Orsero, Banacol and Compagnie Fruitière. In addition, the Notifying Parties are also constrained by the  ability  of
    wholesalers and retailers to direct source.

378) Moreover, the Notifying Parties argue that they are also subject to significant competitive constraints on the supply  side  from  suppliers
    of other fruit which can at any time decide to import pineapples and on the demand side  by  final  consumers  switching  between  different
    fruits, in particular when local fruits are more widely available.

    Commission’s assessment

379) There are no affected markets on the basis of a product market definition of all fruit, even when excluding on a conservative basis  bananas
    and when limiting the geographic scope of such a market to national Member States.

380) On a national basis, in a hypothetical market solely for pineapples affected markets, with a  non-negligible  increment,  arise  in  Germany
    ([20-30]%, with an increment of [5-10]%), the Netherlands ([20-30]%, with an increment of [5-10]%) and Sweden ([20-30]%, with  an  increment
    of [10-20]%).

381) Competitors of the Notifying Parties include Del Monte (EEA leader – present in Germany with a market share of 20%, in the Netherlands  with
    10-20% market share and in Sweden with a market share of 10%), Hispa (active mostly in the Netherlands with 10-20% market  share)  and  Dole
    (with a market share of 20% in Germany, 10-20% in the Netherlands and 20% in Sweden). One  retailer  from  the  Netherlands  mentioned  that
    "Fyffes and Chiquita aren't leading brands in pineapples".[269]

382) The vast majority of market participants expect no adverse impact of the  Transaction  on  the  supply  of  pineapples.[270]  Retailers  and
    competitors alike confirm that there are sufficient alternatives to Fyffes and Chiquita.[271] For instance, retailers from  the  Netherlands
    stated that "more suppliers are active" in pineapples and that "there are sufficient suppliers of pineapples in the market."[272]  According
    to one multinational competitor "there are many players on the market which is extremely fragmented".[273]

    Conclusion

383) In view of the above and of the information available to it, the Commission considers that the Transaction does not raise serious doubts  as
    to its compatibility with the internal market in relation to the hypothetical market for the import and supply of pineapples  or  any  other
    broader market including all fresh fruits.

       REMEDIES

1 Description of the commitments

384) In order to render the concentration compatible with the internal market, the Notifying Parties submitted commitments under  Article  6  (2)
    on the Merger Regulation on 12 September 2014 ("First Remedy Package") which were subsequently amended on 17 September 2014 ("Second  Remedy
    Package"). These commitments were market tested by the Commission and following  certain  modifications  a  final  set  of  commitments  was
    submitted on 2 October 2014 ("Final Commitments").

385) The First Remedy Package consisted of the followings three elements:

    i. release of Maersk from the exclusivity clause in the Maersk Shipping Agreement […] and an obligation not to enter  into  any  similar  new
       arrangements in relation to shipping to any ports in Northern Europe for a period of five years;

   ii. […]; and

  iii. divestment of one of Chiquita’s two ripening centres in Sweden to a suitable purchaser.

386) Given the Commission further investigation, the Second Remedy Package submitted by the Notifying  Parties  on  17  September  2014  did  not
    include the second and third elements of the First Remedy Package. Instead, it consisted of (i) Fyffes releasing Maersk from an  exclusivity
    clause contained in the Maersk Shipping Agreement, and (ii) both Notifying Parties committing not  to  enter  into  any  arrangements  which
    include a shipping exclusivity obligation, that is an obligation which directly or indirectly prevents  a  shipping  company  from  loading,
    transporting and/or discharging bananas other than bananas from the Notifying Parties on any shipping route between any ports in (a) Central
    and South America and/or Africa and (b) Northern Europe (i.e. Belgium, Denmark, Estonia, Finland, Germany, Ireland, Latvia,  Lithuania,  the
    Netherlands, Sweden and the UK) for a period of five years.

387) According to the Final Commitments submitted on 2 October 2014, the Notifying Parties commit:

   iv. not to enter or seek to enter into any agreement which contains a Shipping  Exclusivity  Obligation  from  the  closing  of  the  notified
       Transaction and for a period of ten years thereafter;

    v. to refrain from incentivising any shipping company in any other (non-contractual) manner  to  refuse  to  provide  shipping  services  for
       bananas of third party importers on relevant routes from the closing of the notified Transaction and for a period of ten years thereafter;

   vi. to release Maersk from the Maersk Shipping Clause immediately following closing of the notified Transaction; and

  vii. to release any shipping company from any Shipping Exclusivity Obligations or otherwise not apply any Shipping Exclusivity Obligations  (if
       any) which either Notifying Party may have entered into between the effective date and the closing of the notified Transaction immediately
       following closing of the notified Transaction.

388) According to the Final Commitments of 2 October 2014, a Shipping Exclusivity Obligation is defined as  any  contractual  provision  (whether
    oral or in writing) (i) which directly or indirectly prevents a shipping company from offering shipping  services  for  bananas  other  than
    bananas from the Notifying Parties on any shipping route between any ports in (a) Central and South America and/or Africa  and  (b) Northern
    Europe (“Relevant Routes”); (ii) which directly or indirectly restricts a shipping company from adding capacity to a liner shipping  service
    operating on a Relevant Route, e.g. by running larger or additional vessels or by operating an additional  liner  shipping  service  on  any
    Relevant Routes; or (iii) whose purpose is directly or indirectly to incentivise a shipping company to refuse to provide  shipping  services
    for bananas from third parties and/or to add capacity on any Relevant Routes.

2 The Notifying Parties' view on the Commitments

389) The Notifying Parties consider that the Final Commitments offered more than dispose of the  purported  concerns  regarding  the  exclusivity
    provision in the Maersk Shipping Agreement. As a result of the implementation of these commitments effective  access  to  shipping  services
    will, in the opinion of the Notifying Parties, be preserved. […].

3 The Commission's assessment of the Commitments

1 Framework for the commission's assessment of the commitments

390) Where a concentration raises serious doubts as to its compatibility with the internal market, the Notifying Parties may undertake to  modify
    the concentration so as to remove the grounds for the serious doubts identified by the Commission with a  view  to  having  the  Transaction
    approved in phase I of the merger review procedure. In this respect, the Commission has the power to accept commitments provided  that  they
    are deemed capable of rendering the concentration compatible with the internal market.

391) As set out in the Commission Notice on Remedies,[274] the commitments have to eliminate the competition concerns entirely  and  have  to  be
    comprehensive and effective from all points of view and must be capable of being implemented effectively within a short period  of  time  as
    the conditions of competition on the market will not be maintained until the commitments have been fulfilled.[275]

392) In assessing whether or not the remedy will restore effective competition, the Commission  considers  the  type,  scale  and  scope  of  the
    remedies by reference to the structure and the particular characteristics of the market in which the competition concerns arise.[276]

2 Results of the market tests and assessment of the commitments

393) The Commission deemed the last two elements of the First Remedy Package not to be relevant in view of the scope of the  preliminary  serious
    doubts raised by the Transaction as initially notified.

394) First, concerning the contract with Total Produce in Denmark and Sweden, as set out in sections 4.1.4.4 and 4.1.4.9,  the  Commission  found
    that serious doubts did not arise as regards access to banana ripening in those countries. While Total Produce has an estimated [70-80]%  of
    the banana ripening capacity in Denmark, other options exist, including cross-border ripening from Germany and, to  a  lesser  extent,  from
    Sweden. As for Sweden, independent banana ripeners such as Lundblah and Ewerman are active. It  appears  that  limited  spare  capacity  was
    potentially available for banana ripening in Sweden. However, the Commission found, after further investigation, that one of the independent
    banana ripeners has recently increased its ripening capacity, and estimates that "a new ripening room […] costs  approximately  EUR  150 000
    and it takes 3-4 months to build it".[277]

395) Second, the two Chiquita banana ripening centres in Sweden are used by ICA Sweden […]. As  explained  in  section  4.1.4.9  above,  […]  the
    ripening centres can be used to ripen bananas from any supplier. For instance, in 2013 ICA Sweden was purchasing bananas from Dole,  ripened
    by Chiquita.[278]

396) The Notifying Parties offered the voluntary commitments concerning all the  ports  in  Northern  Europe,  i.e.  Belgium,  Denmark,  Estonia,
    Finland, Germany, Ireland, Latvia, Lithuania, the Netherlands, Sweden and the UK. The Commission considers that  this  extensive  geographic
    scope safeguards the effectiveness of the commitments and ensures access to shipping services for any potential route in Northern Europe for
    the competitors of the Merged Entity.

397) On 17 September 2014, the Commission launched a market test with the purpose of verifying whether the Second Remedy Package  was  sufficient
    to clearly rule out the preliminary doubts identified by the Commission. In particular, the market  test  aimed  at  verifying  whether  the
    Second Remedy Package would ensure that small and medium size competitors (with less bargaining power than the Notifying Parties) would  not
    be put at a cost disadvantage in relation to the shipping of bananas into the Member States  located  at  the  end  of  peripheral  shipping
    routes.

398) In general, no substantiated concerns were expressed as to the appropriateness of the commitments as a whole, although  the  respondents  to
    the market test identified specific elements of the commitments that could be improved. The final version of the commitments submitted on  2
    October 2014 subsequently improved these elements.

399) The large majority of respondents to the  market  test  indicated  that  the  proposed  commitments  ensure  that,  after  the  Transaction,
    competitors of the Notifying Parties will be able to unload bananas in any port of Northern Europe and in particular in Member  States  such
    as Estonia, Finland, Ireland, Latvia, Lithuania and Sweden, which have their ports at the end of more peripheral routes, and that no barrier
    to entry would persist.[279] A competitor indicated that focusing on exclusivity clauses would not be sufficient, as there  would  be  other
    indirect ways to obtain a similar effect (for instance "no space available"). A retailer also stated  that  the  ability  of  the  Notifying
    Parties to reach similar deals to hinder imports by competitors or retailers would increase in any event with the Transaction.

400) The large majority of the respondents also indicated that  they  do  not  foresee  difficulties  or  risks  in  the  implementation  of  the
    commitments.[280] Respondents also agree that a Monitoring Trustee could effectively monitor the commitments, given that he will have access
    to books, records, documents etc. of the Notifying Parties.[281]

401) As for the duration of the commitments, the results of the market test were inconclusive, with some respondents indicating that  the  period
    of five years is not sufficient and requiring an indefinite duration of such a ban on exclusivity.[282]

402) The Commission considered that the Second Remedy Package submitted on 17 September 2014  was  insufficient  to  remove  the  serious  doubts
    identified because (i) it did not provide for a sufficiently broad definition of the exclusivity clauses, (ii) the Notifying  Parties  could
    overcome the commitments through other means than direct exclusivity and (iii) the duration of the commitments was insufficient.

403) Further to the Commission's assessment of the Second Remedy Package in light of the market  test,  the  Notifying  Parties  submitted  on  2
    October 2014 the Final Commitments. The Final Commitments remove the remaining concerns regarding the possibility of using other  ways  than
    direct exclusivity clauses to obtain an effect similar to exclusivity. The Final Commitments extended the definition of shipping exclusivity
    obligation, so that it covers also situations in which the Notifying Parties might  via  contract  provisions  directly  or  indirectly  (i)
    restrict shipping companies from adding capacity on a Relevant Route and (ii) incentivise shipping companies to refuse to  provide  shipping
    services to third parties. Furthermore the Notifying Parties committed to refrain from incentivising shipping companies to refuse to provide
    shipping services to third parties also through non-contractual means. It is thus guaranteed  that  the  access  to  shipping  will  not  be
    foreclosed to competitors at least as a result of any initiative of the Notifying Parties.

404) As regards the opinions expressed in the market test as to the desired prolongation of the term of the commitments,  the  Final  Commitments
    extend this term from five to ten years. The Commission notes that Articles 101 and/or 102 TFEU remain fully applicable to the  entirety  of
    the Notifying Parties' agreements or other practices for the duration of the commitments and beyond.

405) The Notifying Parties are obliged to provide the Monitoring Trustee with, among  others,  (i)  copies  of  their  agreements  with  shipping
    companies and (ii) final internal proposals of agreements to be concluded with shipping companies. As a result the Monitoring Trustee should
    have an overview of the Notifying Parties' relations with shipping companies and thus effectively monitor implementation of the commitments.

406) In addition the Monitoring Trustee will propose to the Notifying Parties such measures as it considers necessary to ensure their  compliance
    with the Final Commitments. It will also act as a contact point for any request by third parties in relation to the  Final  Commitments;  in
    particular it will examine and respond to any complaints regarding compliance by the  Notifying  Parties  with  the  Final  Commitments  and
    provide guidance to these third parties in relation to the scope and application of the Final Commitments to third party access to  shipping
    services for imports of bananas into Northern Europe.

407) The Commission concludes that the Final Commitments remove the serious doubts that the Merged Entity, given  its  accrued  influence,  might
    make it more costly for rivals to ship bananas to the ports in Finland and Ireland. Given the contestability of the remaining levels of  the
    bananas value chain, with the changes to the Transaction included in  the  Final  Commitments  it  is  unlikely  that  post-Transaction  the
    Notifying Parties will be able to create entry barriers by hindering the shipping of bananas in each of the abovementioned markets  for  the
    import and supply of bananas to retailers and wholesalers. Therefore, the position of the Notifying  Parties  in  these  markets  should  be
    constrained by the possible entry and expansion of competitors. As regards Estonia, Latvia, Lithuania and Sweden  the  Commission  concludes
    that the Final Commitments eliminate any potential serious doubts that could arise in these Member States.

3 Conclusion on remedies

408) For the reasons outlined above, the Final Commitments entered into by the Notifying Parties are sufficient to eliminate the  serious  doubts
    as to the compatibility of the Transaction with the internal market.

4 Conditions and obligations

409) Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission  may  attach  to  its  decision
    conditions and obligations intended to ensure that the undertakings concerned comply with the Commitments they have entered  into  vis-à-vis
    the Commission with a view to rendering the concentration compatible with the internal market.

410) The achievement of the measure that gives rise to the change of the market  is  a  condition,  whereas  the  implementing  steps  which  are
    necessary to achieve this result are generally obligations on the parties. Where a condition is not  fulfilled,  the  Commission’s  decision
    declaring the concentration compatible with the internal market no longer stands. Where the undertakings concerned commit  a  breach  of  an
    obligation, the Commission may revoke the clearance decision in accordance with Article 8(6)(b) 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.

411) In accordance with the basic distinction between conditions and obligations, the Decision in this case is  conditional  on  full  compliance
    with the requirements set out in section B of the Final Commitments (conditions), whereas section C of  the  Final  Commitments  constitutes
    obligations on the Notifying Parties.

412) The full text of the Final Commitments is annexed to this Decision as Annex and forms an integral part thereof.

       CONCLUSION

413) For the above reasons, the Commission has decided not to oppose the Transaction as modified by the  Final  Commitments  and  to  declare  it
    compatible with the internal market, subject to full compliance with the conditions in section B of the Final  Commitments  annexed  to  the
    present Decision and with the obligations contained in Section C of the Final Commitments.  This  Decision  is  adopted  in  application  of
    Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation.

For the Commission
(signed)
Joaquín ALMUNIA
Vice-President

                                                         Case M.7220 – Chiquita / Fyffes

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), Chiquita Brands International, Inc.  and  Fyffes  plc
(the “Notifying Parties”) hereby enter into the following Commitments (the “Commitments”) vis-à-vis the European Commission  (the  “Commission”)
with a view to rendering the merger of the totality of their operations (the “Concentration”)  compatible  with  the  internal  market  and  the
functioning 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 (EC) No 802/2004 (the “Remedies Notice”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

   Affiliated Undertakings: undertakings controlled by the Notifying Parties and/or by the ultimate parents of the Notifying Parties, whereby the
   notion of control shall be interpreted pursuant to  Article  3  of  the  Merger  Regulation  and  in  light  of  the  Commission  Consolidated
   Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control  of  concentrations  between  undertakings  (the  "Consolidated
   Jurisdictional Notice").

   Banana(s):  covers all types of Cavendish bananas irrespective of their origin, marketing class, certification (conventional,  organic  and/or
   Fairtrade), branding and colour.

   Central and South America: the region comprising the territories of Argentina, Belize,  Brazil,  Chile,  Colombia,  Costa  Rica,  Ecuador,  El
   Salvador, French Guiana, Guatemala, Guyana, Honduras, Mexico, Nicaragua,  Panama,  Peru,  Suriname,  Uruguay,  Venezuela,  as  well  as  Cuba,
   Dominican Republic, Jamaica, Haiti and other islands in the Caribbean region.

   Chiquita: Chiquita Brands International, Inc., incorporated under the laws of New Jersey, USA, with its registered office in Charlotte,  North
   Carolina (USA) and currently listed (ticker symbol: CQB) on the New York Stock Exchange.

   Closing: the date of the closing of the notified Concentration between the Notifying Parties.

   Confidential Information: any business secrets, know-how, commercial information, or any other information of a proprietary nature that is not
   in the public domain.

   Conflict of Interest: any conflict of interest that impairs the Monitoring Trustee's objectivity and independence in  discharging  its  duties
   under the Commitments.

   […]:  […].

   Effective Date: the date of adoption of the Decision.

   Fyffes: Fyffes plc incorporated under the laws of Ireland, with its registered office in Dublin (Ireland)  and  registered  with  the  Company
   Register in Ireland under number 73342.

   Maersk: A.P. Moller – Maersk A/S incorporated under the laws of Denmark, with its registered office in  Copenhagen  (Denmark)  and  registered
   under number 22 75 62 14.

   Maersk Shipping Agreement:  the outsourcing agreement concluded between Fyffes International and A.P. Moller – Maersk A/S […].

   Maersk Shipping Clause: the provisions in […].

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by the Notifying  Parties,  and
   who has/have the duty to monitor the Notifying Parties’ compliance with the conditions and obligations attached to the Decision.

   Northern Europe: the territories of Belgium, Denmark, Estonia, Finland, Germany, Ireland, Latvia, Lithuania, the Netherlands, Sweden  and  the
   UK.

   Notifying Parties: Chiquita Brands International, Inc. and Fyffes plc.

   Shipping Exclusivity Obligation: any contractual provision (whether oral or in writing):

    (i)    which directly or indirectly prevents a Shipping Services Provider from offering Shipping Services for  Bananas  other  than  Bananas
           from the Notifying Parties on any shipping route between any ports in (a) Central and South America and/or Africa  and  (b)  Northern
           Europe (“Relevant Routes”);

     (ii)  which directly or indirectly restricts a Shipping Services Provider from adding capacity to a Liner Shipping Service operating  on  a
           Relevant Route, e.g. by running larger or additional vessels or by operating an additional Liner Shipping  Service  on  any  Relevant
           Routes; or

    (iii)  whose purpose is directly or indirectly to incentivise a Shipping Services Provider  to  refuse  to  provide  Shipping  Services  for
           Bananas from third parties and/or to add capacity on any Relevant Routes.

   For the avoidance of doubt, subject to compliance with the provisions under (i) to (iii) above, it is not a  Shipping  Exclusivity  Obligation
   for the Notifying Parties to agree with a Shipping Services Provider to acquire Shipping Services for Banana volumes which may be equal to the
   total current capacity of a given Liner Shipping Service, provided such Banana  volumes  correspond  to  the  Notifying  Parties’  good  faith
   forecast of their estimated Banana transportation needs at the time of the agreement.

   Shipping Services: (i) any commercial liner shipping services, including container liner services and reefer liner services  and  any  related
   loading and discharging services (“Liner Shipping Service”); and (ii) the general making  available  of  vessels  for  time  charter  and  any
   directly related services. (For the avoidance of doubt, the use by the Notifying Parties of time chartered vessels shall be outside the  scope
   of these Commitments.)

   Shipping Services Provider: any provider of Shipping Services.

Section B.  Commitments in relation to the Maersk Shipping Agreement and Shipping Exclusivity Obligations

2. In order to maintain effective competition and ensure effective access to Shipping  Services  for  all  importers  of  Bananas  into  Northern
   Europe, the Notifying Parties commit that:

   (a)      the Notifying Parties and their Affiliated Undertakings shall not enter or seek to enter into any agreement which contains a Shipping
           Exclusivity Obligation from the Closing of the notified Concentration and for a period of ten years thereafter;

   (b)      the Notifying Parties shall equally refrain from incentivising any Shipping Services Providers in any other (non-contractual)  manner
           to refuse to provide Shipping Services for Bananas of third party importers on Relevant Routes  from  the  Closing  of  the  notified
           Concentration and for a period of ten years thereafter;

   (c)      the Notifying Parties shall  release  Maersk  from  the  Maersk  Shipping  Clause  immediately  following  Closing  of  the  notified
           Concentration; and

   (d)      the Notifying Parties and their  Affiliated  Undertakings  shall  release  any  Shipping  Providers  from  any  Shipping  Exclusivity
           Obligations or otherwise disapply any Shipping Exclusivity Obligations (if  any)  which  either  Notifying  Party  or  any  of  their
           Affiliated Undertakings may have entered into between the Effective Date and the Closing of the  notified  Concentration  immediately
           following Closing of the notified Concentration.

   Together these Commitments will preserve effective access to Shipping Services for all importers of Bananas into Northern Europe.

Section C.  Monitoring Trustee

      I.    Appointment procedure

3. The Notifying Parties shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a  Monitoring  Trustee.
   The Notifying Parties commit not to close the Concentration before the appointment of a Monitoring Trustee.

4. The Monitoring Trustee shall:
    (i) at the time of appointment, be independent of the Notifying 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.

5. The Monitoring Trustee shall be remunerated by the Notifying Parties in a way that does not impede the independent  and  effective  fulfilment
   of its mandate.

            Proposal by the Notifying Parties

6. No later than two weeks after the Effective Date, the Notifying Parties shall submit the name or  names  of  one  or  more  natural  or  legal
   persons whom the Notifying Parties propose to appoint as the Monitoring Trustee to the Commission for approval.  The  proposal  shall  contain
   sufficient information for the Commission to verify that the person or persons proposed as Monitoring Trustee fulfil the requirements set  out
   in paragraph 4 and shall include:

    (a)    the full terms of the proposed mandate, which shall include all provisions necessary to enable the Monitoring Trustee to  fulfil  its
           duties under these Commitments; and

    (b)    the outline of a work plan which describes how the Monitoring Trustee intends to carry out its assigned tasks.

            Approval or rejection by the Commission

7. The Commission shall have the discretion to approve or reject the proposed Monitoring Trustee and to approve the proposed mandate  subject  to
   any modifications it deems necessary for the Monitoring Trustee to fulfil its obligations. If only one name is approved, the Notifying Parties
   shall appoint or cause to be appointed the person or persons concerned as Monitoring Trustee, in accordance with the mandate approved  by  the
   Commission. If more than one name is approved, the Notifying Parties shall be free to choose the Monitoring Trustee to be appointed from among
   the names approved. The Monitoring Trustee shall be appointed within one week of the Commission’s approval, in  accordance  with  the  mandate
   approved by the Commission.

            New proposal by the Notifying Parties

8. If all the proposed Monitoring Trustees are rejected, the Notifying 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 3 and 7 of these Commitments.

            Monitoring Trustee nominated by the Commission

9. If all further proposed Monitoring Trustees are rejected by the Commission, the Commission shall  nominate  a  Monitoring  Trustee,  whom  the
   Notifying Parties shall appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II.   Functions of the Monitoring Trustee

10. The Monitoring Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments.  The  Commission
   may, on its own initiative or at the request of the Monitoring Trustee or the Notifying Parties,  give  any  orders  or  instructions  to  the
   Monitoring Trustee in order to ensure compliance with the conditions and obligations attached to the Decision.

            Duties and obligations of the Monitoring Trustee

11. The Monitoring Trustee shall:

     i)          within one month of its appointment, propose in a 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)         propose to the Notifying Parties such measures as the Monitoring Trustee considers necessary to ensure  the  Notifying  Parties’
        compliance with the conditions and obligations attached to the Decision;

   iii) act as a contact point for any requests by third parties in relation to the Commitments.  For the avoidance  of  doubt,  the  Monitoring
        Trustee shall examine and respond to complaints from third parties in relation to the compliance  by  the  Notifying  Parties  with  the
        Commitments and the Monitoring Trustee shall provide guidance to interested third parties who request such guidance in relation  to  the
        scope and application of the Commitments to third party access to Shipping Services for imports of Bananas into Northern Europe;

    iv) provide to the Commission, sending the Notifying Parties a non-confidential copy at the same time, an annual written report  within  one
        month after the end of every year following the Effective Date in relation to the Notifying Parties’ compliance with the Commitments  so
        that the Commission can assess whether the Notifying Parties are acting in accordance with the obligations and  conditions  attached  to
        the Decision; and

     v)           promptly report in writing to the Commission, sending the Notifying Parties a non-confidential copy at the same  time,  if  it
        concludes on reasonable grounds that the Notifying Parties are failing to comply with these Commitments.

      III.  Duties and obligations of the Notifying Parties

12. The Notifying Parties shall provide and shall cause its advisors to provide the Monitoring Trustee with  all  such  co-operation,  assistance
   and information as the Monitoring Trustee may reasonably require to perform its tasks. The Monitoring Trustee shall  have  full  and  complete
   access to any books, records, documents, management or other personnel and technical  information  of  the  Notifying  Parties  necessary  for
   fulfilling its duties under the Commitments and the Notifying Parties shall provide the Monitoring Trustee upon request  with  copies  of  any
   relevant document. The Notifying Parties shall make available to the Monitoring Trustee one or more offices on their  premises  and  shall  be
   available for meetings in order to provide the Monitoring Trustee with all information necessary  for  the  performance  of  its  tasks.   The
   Notifying Parties shall also provide to the Monitoring Trustee without undue delay  copies  of  (i)  all  agreements  with  Shipping  Services
   Providers concluded by the Notifying Parties during the period in paragraph 2(a) of these Commitments which relate  to  the  shipment  by  the
   Notifying Parties of Bananas to or within Northern Europe; and (ii) copies of any final internal proposals of agreements to be concluded  with
   Shipping Services Providers which relate to the shipment by the Notifying Parties of Bananas to or within Northern Europe during the period in
   paragraph 2(a) of these Commitments presented for internal authorisation to the competent bodies of the Notifying Parties, such as  the  board
   or an executive committee.

13. The Notifying Parties shall indemnify the Monitoring 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  Notifying  Parties  for,  any
   liabilities arising out of the performance of the Monitoring  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 Monitoring Trustee, its  employees,  agents  or
   advisors.

14. At the expense of the Notifying Parties, the Monitoring Trustee may appoint advisors  (in  particular  for  legal  advice),  subject  to  the
   Notifying Parties’ approval (this approval not to be unreasonably withheld or delayed) if the Monitoring 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 Monitoring Trustee are reasonable. Should the Notifying Parties refuse  to  approve  the  advisors  proposed  by  the
   Monitoring Trustee the Commission may approve the appointment of such advisors instead, after having heard the  Notifying  Parties.  Only  the
   Monitoring Trustee shall be entitled to issue instructions to the advisors. Paragraph 13 of these Commitments shall apply mutatis mutandis.

15. The Notifying Parties agree that the Commission may share Confidential Information proprietary to the Notifying Parties with  the  Monitoring
   Trustee. The Monitoring Trustee shall not disclose such information and the principles contained in Article 17  (1)  and  (2)  of  the  Merger
   Regulation apply mutatis mutandis.

16. The Notifying 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 of the identity and the tasks of the Monitoring Trustee.

17. For a period of 10 years from the Effective Date the Commission may request all information from the Notifying  Parties  that  is  reasonably
   necessary to monitor the effective implementation of these Commitments.

      IV.   Replacement, discharge and reappointment of the Monitoring Trustee

18. If the Monitoring Trustee ceases to perform its functions under the Commitments or for any other good cause, including the  exposure  of  the
   Monitoring Trustee to a Conflict of Interest:

   (a)      the Commission may, after hearing the Monitoring Trustee and the Notifying Parties, require the  Notifying  Parties  to  replace  the
   Monitoring Trustee; or

   (b)      the Notifying Parties may, with the prior approval of the Commission, replace the Monitoring Trustee.

19. If the Monitoring Trustee is removed according to paragraph 18 of these Commitments, the Monitoring Trustee may be required  to  continue  in
   its function until a new Monitoring Trustee is in place to whom the Monitoring  Trustee  has  effected  a  full  hand  over  of  all  relevant
   information. The new Monitoring Trustee shall be appointed  in  accordance  with  the  procedure  referred  to  in  paragraphs  3-9  of  these
   Commitments.

20. Unless removed according to paragraph 18 of these Commitments, the Monitoring Trustee shall cease to act as  Monitoring  Trustee  only  after
   the Commission has discharged it from its duties after all the Commitments with which the Monitoring Trustee  has  been  entrusted  have  been
   implemented. However, the Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears  that  the
   relevant remedies might not have been fully and properly implemented.

Section D.  The review clause

21. The Commission may extend the time periods foreseen in the Commitments in response to a request from a Notifying  Party  or,  in  appropriate
   cases, on its own initiative. Where a Notifying Party requests an extension of a time period, it  shall  submit  a  reasoned  request  to  the
   Commission no later than one month before the expiry of that period, showing good cause. This request shall be accompanied by  a  report  from
   the Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the Notifying Parties. Only  in  exceptional
   circumstances shall the Notifying Parties be entitled to request an extension within the last month of any period.

22. 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
   Monitoring 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 particular, of suspending the expiry of any time period in which  the
   undertaking has to be complied with.

Section E.  Entry into force

23. The Commitments shall take effect upon the date of adoption of the Decision.

      ……………………………………………………………………………..
      duly authorised for and on behalf of Chiquita Brands International, Inc.
      Juliane Ziebarth, principal associate at Freshfields Bruckhaus Deringer

      ……………………………………………………………………………..
      duly authorised for and on behalf of Fyffes plc.
      Philipp Girardet, partner at King & Wood Mallesons LLP

-----------------------
[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]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
C95, 16.04.2008, p1).
[3]   Chiquita: EUR […], Fyffes: EUR […].
[4]   Chiquita: EUR […], Fyffes: EUR […].
[5]   Chiquita: EUR […], Fyffes: EUR […].
[6]   Chiquita: EUR […], Fyffes: EUR […].
[7]   "Sweet" or "fruit" bananas. Cooking bananas (such as plantains) are not considered as the Notifying Parties submit  that  only  Fyffes  has
limited EU sales of cooking bananas.
[8]   These include global banana companies, as well as small and medium size competitors, as described in section 4.1.4.2 below.
[9]   For more information see http://ec.europa.eu/agriculture/bananas/index_en.htm.
[10]  "The changing role of multinational companies in the Global Banana Trade", FAO, 2014.
[11]  Due to the lack of precise figures, these are only rough estimates.
[12]  See Del Monte Form 10K, 2013.
[13]  […].
[14]  Council Regulation (EEC) No 404/9336 of 13 February 1993 on the common organization of the market in bananas.
[15]  Pursuant to the Geneva Agreement on Trade in Bananas, signed in December 2009, the tariffs for Most  Favoured  Nations  bananas  are  being
reduced in eight steps, from the rate of EUR 176/tonne to EUR 114/tonne in 2017 at the earliest (or 2019 at  the  latest).  Bilateral  agreements
introducing lower tariffs are also in place, for instance with Peru and Colombia since 2013.
[16]  Commission Implementing Regulation (EU) Nº 1333/2011 of 19 December 2011  laying  down  marketing  standards  for  bananas,  rules  on  the
verification of compliance with those marketing standards and requirements for notifications in the banana sector.
[17]  According to the cost data submitted by the Notifying Parties.
[18]  The relatively wide range for ripening costs ([…]% of the yellow costs) results from  the  fact  that  these  also  include  the  costs  of
packaging bananas and these costs differ […] because different retailers have very different packaging requirements.
[19]  Case COMP/M.1409 Fyffes / Capespan (1999), Case COMP/M.4896 CVC Capital Partners / Katope International (2008), Case COMP/M.5199  De  Weide
Blik / Atlanta (2008).
[20]  Responses to question 3 of Questionnaire Q1 – Retailers.
[21]  Responses to question 4 of Questionnaire Q1 – Retailers.
[22]  Minutes of a conference call with a retailer dated 16 May 2014.
[23]  Minutes of a conference call with a retailer dated 19 June 2014.
[24]  Minutes of a conference call with a retailer dated 12 June 2014.
[25]  Responses to question 5 of Questionnaire Q1 – Retailers.
[26]  Responses to question 4 of Questionnaire Q2 – Global Competitors and question 8 of Questionnaire Q3 – Competitors.
[27]  Responses to question 41 of Questionnaire Q2 – Global Competitors and question 46 of Questionnaire Q3 – Competitors.
[28]  Responses to question 51 of Questionnaire Q1 – Retailers, question 43  of  Questionnaire  Q2  –  Global  Competitors  and  question  48  of
Questionnaire Q3 – Competitors.
[29]  Minutes of conference calls with a wholesaler dated 19 June 2014 and with a retailer dated 12 June 2014.
[30]  Responses to question 50 of Questionnaire Q1 – Retailers.
[31]  See Chiquita internal document, […].
[32]  Responses to question 6 of Questionnaire Q1 – Retailers.
[33]  Responses to questions 6 and 7 of Questionnaire Q1 – Retailers.
[34]  Minutes of a conference call with a retailer dated 20 May 2014.
[35]  Minutes of conference calls with competitors dated 7 July and 15 July.
[36]  Responses to question 6 of Questionnaire Q2 – Global Competitors and question 10 of Questionnaire Q3 – Competitors.
[37]  Responses to question 6 of Questionnaire Q1 – Retailers,  question  6  of  Questionnaire  Q2  –  Global  Competitors  and  question  10  of
Questionnaire Q3 – Competitors.
[38]  Responses to question 7 of Questionnaire Q1 – Retailers,  question  8  of  Questionnaire  Q2  –  Global  Competitors  and  question  12  of
Questionnaire Q3 – Competitors.
[39]  Responses to question 5 of Questionnaire Q3 – Competitors.
[40]  Responses to question 5 of Questionnaire Q3 – Competitors.
[41]  Minutes of a conference call with a competitor dated 8 July 2014.
[42]  Minutes of a conference call with a customer dated 13 June 2014 and responses to question 6 of Questionnaire Q1 – Retailers.
[43]  Rainforest Alliance certification is granted to those farms that comply with the ten standards set in place by the Sustainable  Agriculture
Network (these include among others: ecosystem conservation, wildlife protection, and fair treatment and good working conditions for workers).
[44]  Responses to question 5 of Questionnaire Q1 – Retailers.
[45]  Responses to question 6 of Questionnaire Q1 – Retailers.
[46]  Responses to question 7 of Questionnaire Q1 – Retailers.
[47]  Minutes of a conference call with a competitor dated 7 July 2014.
[48]  Responses to question 5 of Questionnaire Q2 – Global Competitors and question 9 of Questionnaire Q3 – Competitors. See also  Minutes  of  a
conference call with a competitor dated 30 July 2014.
[49]  The majority of retailers that responded to the Commission's questionnaire did  not  consider  them  to  be  substitutable  with  Fairtrade
bananas. Responses to question 6 of Questionnaire Q1 – Retailers.
[50]  See internal document of Chiquita, […].
[51]  Case COMP/M.4533, SCA/P&G (European tissue business) (2007); Case COMP/M.2337 – Nestlé/Ralston Purina (2001); Case COMP/M.2097 –  SCA/Metsä
Tissue (2001).
[52]  See for instance Case COMP/M.6813 McCain Foods Group/Lutosa Business (2013).
[53]  Case COMP/M.6813 McCain Foods Group/Lutosa Business (2013).
[54]  LCE is Large Case Equivalent and corresponds to a box of 18.5-18.75 kg.
[55]  See internal document of Chiquita, […].
[56]  Responses to question 8 of Questionnaire Q1 – Retailers.
[57]  Minutes of a conference call with a retailer dated 10 June 2014.
[58]  Minutes of a conference call with a competitor dated 7 July 2014.
[59]  Responses to question 5 of Questionnaire Q3 – Competitors.
[60]  Responses to question 22 of Questionnaire Q1 – Retailers.
[61]  Responses to questions 6, 7 and 8 of Questionnaire Q1 – Retailers, questions  6  and  8  of  Questionnaire  Q2  –  Global  Competitors  and
questions 10 and 12 of Questionnaire Q3 – Competitors.
[62]  Minutes of conference call with a competitor dated 12 June 2014.
[63]  Responses to questions 29 and 32 of Questionnaire Q1 – Retailers.
[64]  Case COMP/M.1409 Fyffes / Capespan (1999), COMP/M.4896 CVC Capital Partners / Katope International (2008), Case COMP/M.5199 De  Weide  Blik
/ Atlanta (2008), Case COMP/M.5201 Total Produce / Haluco / JV (2008).
[65]  Case COMP/M.3658, Orkla/Chips (2005); Case COMP/M.2302 – Heinz/CSM (2001); Case COMP/M.1990 – Unilever/Bestfoods (2000).
[66]  Modern retail customers (i) are more demanding with respect to brands and product types, (ii) require traceability of their bananas,  (iii)
give more importance to certification of bananas and (iv) have a higher negotiating power. Additionally,  contractual  arrangements  with  modern
retail customers are different from those in the other channels: contracts in the modern retail channel are often of annual duration  with  fixed
prices or a fixed price formula while contracts and in particular pricing in the other channels follow a weekly  rhythm  with  stronger  seasonal
price swings. Responses to question 9 of Questionnaire Q2 – Global Competitors and question 13 of Questionnaire Q3 – Competitors.
[67]  Responses to question 29 of Questionnaire Q3 – Competitors.
[68]  Replies to the European Commission request for data – Competitors dated 5 August 2014.
[69]  Minutes of a conference call with a competitor dated 15 July 2014.
[70]  Responses to question 36 of Questionnaire Q1 – Retailers.
[71]  Case COMP/M.5199 De Weide Blik / Atlanta (2008).
[72]  Responses to question 38 of Questionnaire 2 – Global Competitors and question 45 of Questionnaire Q3 – Competitors.
[73]  Comprising of the following countries: Austria, Belgium, Czech Republic, Denmark, Estonia,  Finland,  France,  Germany,  Iceland,  Ireland,
Latvia, Lithuania, Luxembourg, the Netherlands, Norway, Poland, Slovakia, Sweden and the UK.
[74]  Comprising of the following countries: Bulgaria, Croatia, Cyprus, Greece, Hungary, Italy, Malta, Portugal, Romania, Slovenia and Spain.
[75]  COMP/M.4896 CVC Capital Partners / Katope International (2008), Case COMP/M.5199 De Weide Blik / Atlanta  (2008),  Case  COMP/M.5201  Total
Produce / Haluco / JV (2008).
[76]  Responses to question 13 of Questionnaire Q1 – Retailers, questions 20 and 24 of Questionnaire Q2 – Global  Competitors  and  questions  22
and 26 of Questionnaire Q3 – Competitors.
[77]  Responses to question 13 of Questionnaire Q1 – Retailers.
[78]  Minutes of a conference call with a competitor dated 7 July 2014.
[79]  Minutes of a conference call with a competitor dated 8 July 2014.
[80]  Responses to question 13 of Questionnaire Q1 – Retailers.
[81]  Minutes of a conference call with a retailer dated 16 June 2014.
[82]  Minutes of conference calls with competitors dated 7, 9 and 15 July 2014.
[83]  Responses to question 42 of Questionnaire Q1 – Retailers.
[84]  Minutes of a conference call with a competitor dated 22 June 2014.
[85]  Minutes of a conference call with a competitor dated 19 June 2014.
[86]  Minutes of a conference call with a competitor dated 17 July 2014.
[87]  Minutes of a conference call with a competitor dated 8 July 2014.
[88]  Responses to question 14 of Questionnaire Q1 – Retailers, questions 19 and 23 of Questionnaire Q2 – Global  Competitors  and  questions  21
and 25 of Questionnaire Q3 – Competitors.
[89]  Minutes of a conference call with a retailer dated 16 May 2014.
[90]  Responses to question 14 of Questionnaire Q1 – Retailers.
[91]  Responses to question 11 of Questionnaire Q1 – Retailers.
[92]  Minutes of a conference call with a competitor dated 30 July 2014.
[93]  Minutes of a conference call with a competitor dated 25 June 2014.
[94]  Responses to question 15 of Questionnaire Q2 – Global Competitors and question 20 of Questionnaire Q3 – Competitors.
[95]  Minutes of conference call with a competitor dated 9 July 2014.
[96]  Responses to question 14 of Questionnaire Q2 – Global Competitors and question 17 of Questionnaire Q3 – Competitors.
[97]  Minutes of conference call with a competitor dated 9 September 2014.
[98]  See "Commission Notice on the definition of relevant market for the purposes of Community competition law" (OJ C372,  09.12.1997,  p.5-13),
paragraphs 20-23.
[99]  It is however noted that for instance for the Baltic countries, the similar competitive dynamics and degree of cross-border  activity  will
be taken into account. See section 4.1.4.11.
[100]       Case COMP/M.5199 De Weide Blik / Atlanta (2008).
[101]       Minutes of conference call with a wholesaler dated 10 September 2014.
[102]       Minutes of a conference call with a competitor dated 15 July 2014.
[103]       Minutes of conference call with a competitor dated 17 July 2014.
[104]       Minutes of a conference call with a competitor dated 23 May 2014.
[105]       Responses to question 33 of Questionnaire Q3 – Competitors.
[106]       Minutes of a conference call with an expert dated 21 May 2014.
[107]       Minutes of conference call with a competitor dated 25 June 2014.
[108]       Minutes of conference call with a competitor dated 8 July 2014.
[109]       Minutes of conference call with a competitor dated 20 June 2014.
[110]       Responses to questions 27 and 28 of Questionnaire Q2 – Global Competitors and question 84.1 of Questionnaire Q3 – Competitors.
[111]       Minutes of a conference call with a competitor dated 30 July 2014.
[112]       Minutes of a conference call with a competitor dated 17 July 2014.
[113]       Responses to question 11 of Questionnaire Q4 – Growers.
[114]       Responses to question 36 of Questionnaire Q3 – Competitors.
[115]       Responses to question 41 of Questionnaire Q3 – Competitors.
[116]       Responses to questions 9 and 10 of Questionnaire Q5 – Shipping companies.
[117]       Responses to question 38 of Questionnaire Q3 – Competitors.
[118]       Responses to question 35 of Questionnaire Q2 – Global competitors.
[119]       Minutes of a conference call with a competitor dated 17 July 2014.
[120]       Minutes of a conference call with a shipping company dated 12 September 2014.
[121]       Responses to question 85.1 of Questionnaire Q3 – Competitors.
[122]       Responses to question 85.1 of Questionnaire Q3 – Competitors.
[123]       Responses to question 20 of Questionnaire Q5 – Shipping companies.
[124]       Responses to question 49.1 of Questionnaire Q3 – Competitors.
[125]       Responses to question 48.1 of Questionnaire Q3 – Competitors.
[126]       Responses to question 39 of Questionnaire Q2 – Global Competitors and question 45 of Questionnaire Q3 – Competitors.
[127]       Response to question 47.2.1 of Questionnaire Q3 – Competitors.
[128]       Minutes of conference calls with a wholesaler dated 19 June 2014 and with a retailer dated 12 June 2014.
[129]       Minutes of conference call with a retailer, dated 19 June 2014 and with competitors dated 3 June 2014 and 18 June 2014.
[130]       Responses to question 83 of Questionnaire Q3 – Competitors.
[131]       Response to question 83.1.1 of Questionnaire Q3 – Competitors.
[132]       Northern European ports include the ports located in Belgium, Finland, Germany, Ireland, the Netherlands, Norway, Sweden and the UK.
[133]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[134]       In general bananas brought to Northern Europe by Tesco and other retailers are captive and  thus  not  available  for  the  remaining
retailers and wholesalers. However the existence of such direct imports by a retailer does exercise a competitive constraint on the other  banana
importers, since the retailer can switch between direct sourcing volumes and volumes purchased from a banana importer.
[135]       Minutes of a conference call with a competitor dated 3 June 2014.
[136]       Minutes of a conference call with a customer dated 10 June 2014.
[137]       Responses to question 2 of Questionnaire Q3 – Competitors.
[138]       Responses to question 7 of Questionnaire Q3 – Competitors.
[139]       Responses to question 5 of Questionnaire Q3 – Competitors.
[140]       Responses to question 29.3 of Questionnaire Q3 – Competitors.
[141]       Responses to question 29.2.1 of Questionnaire Q3 – Competitors.
[142]       See Guidelines on the assessment of horizontal mergers under  the  Council  Regulation  on  the  control  of  concentrations  between
undertakings, par. 70.
[143]       Minutes of conference calls with competitors dated 7 July, 8 July and 15 July 2014.
[144]       Responses to question 64 of Questionnaire Q3 – Competitors.
[145]       Responses to question 65.1 of Questionnaire Q3 – Competitors.
[146]       Responses to question 81.1 of Questionnaire Q3 – Competitors.
[147]       Responses to question 67 of Questionnaire Q3 – Competitors.
[148]       Responses to question 34 of Questionnaire Q3 – Competitors and minutes of a conference call with a competitor dated 30 July 2014.
[149]       Minutes of conference calls with wholesalers dated 18 and 19 June 2014.
[150]       Responses to question 15 of Questionnaire Q4 – Growers.
[151]       The sales of the Notifying Parties in Belgium also include their sales to customers in Luxembourg.
[152]       According to the Notifying Parties due to the high degree of price complexity and lack of price transparency  reliable  revenue-based
market shares are difficult to estimate. Therefore throughout this Decision volume-based market shares are used. However  the  Notifying  Parties
state that there is no evidence to suggest that revenue-based market sizes are likely to provide a picture of the industry  materially  different
from that obtained from volume figures. Both Chiquita and Fyffes provided their estimates of market size and their estimates  of  market  shares.
However throughout this Decision the estimates of Fyffes are used since  they  were  closer  to  the  data  obtained  in  the  course  of  market
reconstruction and due to the fact that Chiquita was not able to provide estimates for some of the potential market segmentations.
[153]       Minutes of conference call with a retailer dated 16 June 2014.
[154]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[155]       Responses to question 19.2 of Questionnaire Q1 – Retailers.
[156]       Responses to question 18 of Questionnaire Q1 – Retailers.
[157]       Minutes of conference call with a retailer dated 16 June 2014.
[158]       Responses to question 55 of Questionnaire Q1 – Retailers.
[159]       Minutes of conference call with a wholesaler dated 16 June 2014.
[160]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[161]       Responses to question 18 of Questionnaire Q1 – Retailers.
[162]       Minutes of conference calls with retailers dated 19 June and 3 September 2014.
[163]       Responses to question 19.3 of Questionnaire Q1 – Retailers.
[164]       Responses to question 55 of Questionnaire Q1 – Retailers.
[165]       Minutes of a conference call with a competitor dated 7 July 2014.
[166]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[167]       According to a Finnish customer in 2013 Banacol closed its offices in Europe and handed the volumes to Dole, since then  Dole  is  in
charge of marketing Banacol bananas – minutes of a conference call with a retailer dated 10 June 2014.
[168]       Response to question 55.1 of Questionnaire Q1 – Retailers.
[169]       Minutes of a conference call with a retailer dated 10 June 2014.
[170]       Minutes of a conference call with a wholesaler dated 19 June 2014.
[171]       Minutes of a conference call with a wholesaler dated 17 September 2014.
[172]       Responses to question 30 of Questionnaire Q1 – Retailers.
[173]       Responses to question 20 of Questionnaire Q1 – Retailers.
[174]       Response to question 11 of Questionnaire Q1 – Retailers.
[175]       Responses to question 48 of Questionnaire Q1 – Retailers.
[176]       Minutes of a conference call with a retailer dated 3 September 2014.
[177]       Minutes of a conference call with a retailer dated 12 September 2014.
[178]       Minutes of a conference call with a competitor dated 9 September 2014.
[179]       Minutes of a conference call with a competitor dated 9 September 2014.
[180]       Response to question 34 of Questionnaire Q1 – Retailers.
[181]       Response to question 28 of Questionnaire Q1 – Retailers.
[182]       Responses to question 46 of Questionnaire Q1 – Retailers.
[183]       Responses to question 33 of Questionnaire Q1 – Retailers.
[184]       Minutes of a conference call with a retailer dated 13 June 2014.
[185]       Minutes of a conference call with a retailer dated 3 September 2014.
[186]       Minutes of a conference call with a retailer dated 10 June 2014.
[187]       Minutes of a conference call with a retailer dated 3 September 2014.
[188]       Minutes of a conference call with a competitor dated 9 September 2014.
[189]       Responses to question 50 of Questionnaire Q1 – Retailers.
[190]       Minutes of conference calls with retailers dated 19 June, 3 and 4 September 2014.
[191]       Minutes of a conference call with a retailer dated 3 September 2014.
[192]       Minutes of conference calls with competitors dated 12, 25 June 2014 and 17 July 2014 and with a retailer dated 16 May 2014.
[193]       Minutes of a conference call with a competitor dated 17 July 2014.
[194]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[195]       Minutes of a conference call with a competitor dated 17 July 2014.
[196]       Minutes of a conference call with a competitor dated 3 June 2014.
[197]       Responses to questions 18 and 56 of Questionnaire Q1 – Retailers.
[198]       Responses to question 55 of Questionnaire Q1 – Retailers.
[199]       Minutes of conference calls with competitors dated 8 and 17 July 2014.
[200]       Minutes of a conference call with a retailer dated 16 May 2014.
[201]       See for instance Minutes of a conference call with a competitor dated 17 July 2014.
[202]       Responses to question 51 of Questionnaire Q1 – Retailers.
[203]       Responses to question 48 of Questionnaire Q3 – Competitors, and question 42 of  Questionnaire  Q2  –  Global  competitors.  See  also
Minutes of a conference call with a competitor dated 7 July 2014.
[204]       Minutes of conference call with a competitor dated 6 June 2014.
[205]       Minutes of conference call with a wholesaler dated 10 September 2014.
[206]       Responses to questions 18 and 55 of Questionnaire Q1 – Retailers and questions 63 and 87 of Questionnaire Q3 – Competitors.
[207]       Minutes of conference calls with competitors dated 6 June 2014 and 17 July 2014.
[208]       Responses to question 14 of Questionnaire Q1 – Retailers.
[209]       Minutes of conference call with competitor dated 17 July 2014.
[210]       Minutes of conference call with a retailer dated 30 June 2014.
[211]       See internal document of Fyffes, […].
[212]       Minutes of conference calls with a retailer dated 30 June 2014 and with a wholesaler dated 3 June 2014
[213]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[214]       Responses to questions 18 and 55 of Questionnaire Q1 – Retailers.
[215]       Responses to question 20 of Questionnaire Q1 – Retailers.
[216]       Minutes of conference calls with a wholesaler dated 3 June 2014.
[217]       Responses to question 20 of Questionnaire Q1 – Retailers and results of the market reconstruction.
[218]       Minutes of conference calls with a wholesaler dated 12 June 2014 and a competitor dated 7 July 2014.
[219]       Minutes of conference call with a wholesaler dated 3 June 2014.
[220]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[221]       Minutes of a conference call with a retailer dated 15 September 2014.
[222]       Minutes of a conference call with a retailer dated 15 September 2014.
[223]       Minutes of a conference call with a competitor dated 7 July 2014.
[224]       Minutes of a conference call with a customer dated 15 September 2014.
[225]       Minutes of a conference call with a customer dated 15 September 2014.
[226]       Minutes of a conference call with a customer dated 15 September 2014.
[227]       The Notifying Parties consider for instance the bananas sold by Tesco as "grower branded".
[228]       Minutes of a conference call with a competitor dated 15 July 2014.
[229]       Minutes of a conference call with a retailer dated 20 May 2014.
[230]       Minutes of a conference call with a retailer dated 23 May 2014.
[231]       Minutes of a conference call with a retailer dated 20 May 2014.
[232]       Minutes of a conference call with a retailer dated 20 May 2014.
[233]       Responses to question 46 of Questionnaire Q1 – Retailers.
[234]       Minutes of conference calls with competitors dated 23 June and 15 July 2014.
[235]       Replies to the European Commission request for data – Competitors dated 5 August 2014.
[236]       Responses to questions 18 and 56 of Questionnaire Q1 – Retailers. See also Minutes of a conference call with a retailer dated 20  May
2014.
[237]       Responses to question 55 of Questionnaire Q1 – Retailers.
[238]       Minutes of a conference call with a competitor dated 15 July 2014.
[239]       Minutes of a conference call with a competitor dated 15 July 2014.
[240]       Minutes of a conference call with a retailer dated 20 May 2014.
[241]       Minutes of a conference call with a competitor dated 15 July 2014.
[242]       Minutes of a conference call with a competitor dated 15 July 2014.
[243]       Responses to question 51 of Questionnaire Q1 – Retailers.
[244]       Responses to question 42 of Questionnaire Q2 – Global Competitors and question 48 of Questionnaire Q3 – Competitors.
[245]       Minutes of conference calls with a retailer dated 10 June 2014 and with a competitor dated 12 June 2014.
[246]       Minutes of conference call with a retailer dated 10 June 2014.
[247]       Responses to question 29 to Questionnaire Q3 – Competitors.
[248]       Responses to Questionnaire Q3 – Competitors and to Questionnaire Q1 - Retailers.
[249]       See internal documents of Fyffes […].
[250]       Responses to Questionnaire Q3 – Competitors.
[251]       A wholesaler estimated sales of organic bananas at "about 3% of [it]s  sales"  but  that  demand  is  growing;  another  stated  that
"Organic bananas constitute a very small niche, for a very limited number of customers. Fairtrade bananas are inexistent". Minutes of  conference
calls with competitors dated 18 and 20 June 2014.
[252]       Estonia is however seen as having somewhat different characteristics as Latvia  and  Lithuania.  Minutes  of  conference  calls  with
competitors dated 18 and 20 June 2014.
[253]       Minutes of a conference call with a competitor dated 20 June 2014.
[254]       Minutes of conference calls with competitors dated 18 and 20 June 2014.
[255]       Minutes of a conference call with a competitor dated 20 June 2014.
[256]       Minutes of a conference call with a competitor dated 20 June 2014.
[257]       Minutes of a conference call with a competitor dated 18 June 2014.
[258]       Responses to question 52.1 of Questionnaire Q1 – Retailers and question 83.1 of Questionnaire Q3 – Competitors.
[259]       Responses to question 52.1 of Questionnaire Q1 – Retailers.
[260]       Responses to question 23 of Questionnaire Q1 – Retailers.
[261]       Case COMP/M.1409 Fyffes / Capespan (1999), Case COMP/M.4896 CVC Capital Partners / Katope International (2008), Case  COMP/M.5199  De
Weide Blik / Atlanta (2008).
[262]       Responses to question 9 of Questionnaire Q1 – Retailers.
[263]       Responses to question 10 of Questionnaire Q1 – Retailers.
[264]       Responses to question 12 of Questionnaire Q2 – Global Competitors and question 15 of Questionnaire Q3 – Competitors.
[265]       Responses to question 14 of Questionnaire Q3 – Competitors and question 11 of Questionnaire Q2 – Global Competitors.
[266]       Case COMP/M.1409 Fyffes / Capespan (1999), Case COMP/M.4896 CVC Capital Partners / Katope International (2008), Case  COMP/M.5199  De
Weide Blik / Atlanta (2008).
[267]       Responses to questions 15 and 17 of Questionnaire Q1 – Retailers.
[268]       Responses to question 16 of Questionnaire Q1 – Retailers.
[269]       Responses to question 57 of Questionnaire Q1 – Retailers.
[270]       Responses to question 57 of Questionnaire Q1 – Retailers, question 63 of Questionnaire Q2 – Global Competitors  and  question  88  of
Questionnaire Q3 – Competitors.
[271]       Responses to question 54 of Questionnaire Q1 – Retailers and question 88 of Questionnaire Q3 – Competitors.
[272]       Responses to question 54 of Questionnaire Q1 – Retailers.
[273]       Minutes of a conference call with a competitor dated 30 July 2014.
[274]       Commission Notice on remedies acceptable under Council Regulation (EEC) No 139/2004 and under Commission Regulation (EC) No  802/2004
      (OJ C 267, 22.10.2008, p. 1-27).
[275]       Commission Notice on remedies, paragraph 9.
[276]       Commission Notice on remedies, paragraph 12.
[277]       Minutes of a conference call with a competitor dated 15 September 2014.
[278]       Minutes of a conference call with a retailer dated 15 September 2014.
[279]       Responses to question 1 of Questionnaire Q6 – Market test.
[280]       Responses to question 3 of Questionnaire Q6 – Market test.
[281]       Responses to question 5 of Questionnaire Q6 – Market test.
[282]       Responses to question 4 of Questionnaire Q6 – Market test.