The European Commission has approved, under the EU Merger Regulation , the proposed acquisition by Vandemoortele Group of Délifrance. The approval is conditional upon full compliance with the commitments offered by the companies.
The Commission's investigation
Vandemoortele Group and Délifrance are both global manufacturers and suppliers of frozen bakery products. The Commission was concerned that the transaction, as initially notified, would significantly reduce competition in the markets for the production and supply of frozen laminated dough products (such as croissants and pains au chocolat) to retail and foodservice customers in France and retail customers in Italy.
In particular, the Commission's investigation found that, following the transaction, the merged entity would:
- hold significant market shares, becoming either the largest or the second largest supplier of frozen laminated dough products, in highly concentrated markets; and
- face limited competitive constraints, given that there would be only few alternative credible suppliers for retail and foodservice customers in France and Italy. The merged entity, which operates local production facilities, would most likely not be sufficiently restrained from raising prices (i) by imports of frozen laminated dough products; or (ii) by competitors, which have limited spare production capacity allowing them to ramp up production in the short to medium term.
The proposed remedies
To address the Commission's preliminary competition concerns, the companies offered to divest two Délifrance production sites dedicated to the production and supply of frozen laminated dough products – one located in Avignon (South-East of France), and one located in Béthune (North of France). The divestments include all necessary tangible and intangible assets, equipment, contracts, agreements and personnel.
These structural commitments fully address the competition concerns. In particular, the Commission found that the capacity and actual production volumes of the divested plants would be enough for a (suitable) buyer to exercise sufficient competitive pressure on the merged entity. In addition, by enabling the transfer of relevant customer contracts to the buyer, the divestment will establish the buyer company as a strong independent competitive force in the markets concerned.
Following positive feedback received after the market test, the Commission has concluded that the transaction, as modified by the commitments, would no longer raise competition concerns.
The decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.
The Commission will assess the suitability of buyers proposed by Vandemoortele in the context of a separate buyer approval procedure. Pursuant to the commitments, Vandemoortele can only implement its acquisition of Délifrance following the Commission's approval of a suitable purchaser.
Companies
Vandemoortele, headquartered in Belgium, is a global manufacturer and supplier of frozen bakery products and plant-based food solutions such as fats, sauces, margarines and oils. Vandemoortele is mainly active in the production and supply of frozen bakery products on a business-to-business basis to both retail and foodservice customers across the European Economic Area ('EEA').
Délifrance, headquartered in France, is a global manufacturer and supplier of frozen bakery products and certain consumer packaged products. The company sells frozen bakery products on a business-to-business basis to both retail and foodservice customers across the EEA, mainly in France, Italy and the UK. Délifrance is part of the Vivescia Group, a cooperative owned by 7,500 cooperative farmers. Its ultimate parent company is S.C.A Vivescia, Société Coopérative Agricole.
Merger control rules and procedure
The transaction was notified to the Commission on 30 October 2025.
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation ) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.
