The UK Competition and Markets Authority (CMA) has provisionally concluded that the proposed acquisition of Délifrance S.A. by the Vandemoortele Group could lead to a substantial lessening of competition in the supply of frozen laminated dough products in the United Kingdom. Following its Phase 1 investigation, the CMA found that the transaction gives rise to a realistic prospect of harm to competition due to horizontal unilateral effects, particularly in the provision of frozen laminated dough products to both retail and foodservice customers.
The transaction is being pursued under a share purchase agreement signed on 12 June 2025, under which Vandemoortele intends to acquire full control of Délifrance. Both companies are significant suppliers of frozen bakery products, including croissants and pain au chocolat, which are typically baked off by retailers and foodservice operators at their own premises before being sold to end consumers. The CMA has determined that it has jurisdiction to review the transaction under the UK turnover test, as Délifrance generates revenues in excess of £100 million in the UK market. The transaction is conditional upon obtaining merger control clearance from the CMA and other relevant competition authorities.
In reaching its provisional conclusions, the CMA relied on a wide body of evidence. This included detailed submissions from the parties, responses to formal information requests, and internal business documents revealing how the companies assess their competitive positioning and rivals in the ordinary course of business. The authority also gathered extensive feedback from customers and competitors, alongside market share and bidding data, to assess the competitive dynamics in the relevant markets.
The CMA found that Vandemoortele and Délifrance are currently close competitors in the supply of frozen laminated dough products and that, absent intervention, the merged entity would become the largest supplier in the UK by a significant margin. The authority considers that this consolidation would combine two strong market players that currently impose competitive discipline on each other, thereby weakening competitive constraints post-merger. Although other suppliers exist, particularly in continental Europe, the CMA has not found sufficient evidence that these competitors would exert a meaningful constraint on the merged entity within the UK market.
The CMA also assessed competitive overlaps in other product categories, including frozen bread, frozen patisserie and frozen savoury snacks. In these segments, the authority concluded that the parties’ overlaps are limited in the UK and that effective competition would continue to be maintained by other well-established suppliers, including large and, in some cases, UK-based firms.
The authority further examined whether new entry or expansion by existing competitors could mitigate any anti-competitive effects arising from the transaction. It found that barriers to entry are significant, particularly due to the time and capital required to establish or expand production facilities for frozen laminated dough. Market testing did not reveal evidence of timely or likely new entry in either the UK or wider European market that could offset the potential loss of competition.
In light of these findings, the CMA has invited the parties to propose undertakings in lieu of reference by 15 December 2025 to address the identified competition concerns. Should the parties fail to offer acceptable remedies, or should the CMA determine that any proposed undertakings do not adequately resolve its concerns, the authority has indicated that it will refer the transaction for an in-depth Phase 2 investigation under the Enterprise Act 2002.