The UK Competition and Markets Authority (CMA) has accepted a package of remedies offered by Greencore Group plc in connection with its proposed acquisition of Bakkavor Group plc, significantly advancing the transaction toward clearance. The acceptance of these undertakings allows the CMA to refrain, at this stage, from referring the deal to an in-depth Phase 2 investigation, although it does not yet amount to unconditional approval of the merger.
Greencore announced the proposed cash and share acquisition of Bakkavor in May 2025. Following its Phase 1 review, the CMA concluded in October 2025 that, absent appropriate remedies, it would be under a statutory duty to refer the transaction for a Phase 2 investigation due to concerns that the merger could lead to a substantial lessening of competition in the UK market for own-label chilled sauces.
To address these concerns, Greencore offered binding undertakings under section 73 of the Enterprise Act 2002. Central to the remedy package is the divestment of Bakkavor’s own-label chilled sauces and chilled soups business located in Bristol, including the manufacturing facility, employees, customer contracts, recipes, and related assets. The divestment is intended to preserve effective competition by ensuring the continued operation of a viable, independent competitor in the affected market.
Prior to the CMA’s acceptance of the undertakings, Greencore entered into a legally binding agreement to sell the divestment business as a going concern to The Compleat Food Group, subject to CMA approval of the purchaser and the final acceptance of the remedies. The CMA considered that, if properly implemented, the divestment would be capable of remedying or preventing the identified competition concerns.
The undertakings impose detailed obligations on Greencore to ensure the timely completion of the divestment and to preserve the competitive viability of the divested business in the interim. These include requirements to maintain operational separation, retain key staff, safeguard confidential information, and refrain from influencing the divested business. The remedies also contain long-term restrictions preventing Greencore from re-acquiring or exerting influence over the divested assets for a period of ten years, unless prior CMA consent is obtained.
The CMA formally accepted the undertakings on 17 December 2025. While this acceptance clears a significant regulatory hurdle and makes completion of the acquisition more likely, it does not represent a blanket endorsement of the transaction. The CMA retains oversight powers to monitor compliance and to enforce the undertakings, including the ability to impose penalties in the event of non-compliance.
Overall, the CMA’s decision reflects a conditional approach to merger control, whereby identified competition concerns are addressed through structural remedies rather than a full Phase 2 prohibition or unconditional clearance. If the divestment is completed in accordance with the accepted undertakings and the purchaser is formally approved, the Greencore–Bakkavor transaction is expected to proceed without further substantive intervention from the CMA.