The UK Competition and Markets Authority (CMA) has concluded that the proposed acquisition of Bakkavor Group plc by Greencore Group plc gives rise to a realistic prospect of a substantial lessening of competition (SLC) in the supply of own-label chilled sauces in the United Kingdom.
Greencore, a major manufacturer and supplier of convenience food, announced its plan to acquire Bakkavor — a multinational producer of fresh prepared foods — in a £1.2 billion cash and share transaction expected to complete in early 2026. Following an initial investigation, the CMA determined that the merger between the two companies, referred to as the “Parties,” creates a relevant merger situation under the Enterprise Act 2002.
The CMA’s assessment focused on three overlapping markets in which both companies operate: own-label chilled sauces, Italian chilled ready meals, and salads. After examining extensive evidence, including internal business documents, tender data, and feedback from grocery retailers and competitors, the CMA concluded that the merger raises competition concerns specifically in the own-label chilled sauces segment.
According to the CMA, the merged entity would become one of the largest suppliers of chilled sauces to UK grocery retailers. The authority found that the remaining competitors — notably 2 Sisters Food Group and Billington Foods — would exert only a weak constraint, while smaller suppliers were deemed insufficient to maintain effective competition. The CMA therefore considers that the merger could enable the combined entity to increase prices or reduce quality or innovation in chilled sauces supplied under retailers’ own brands.
In contrast, the CMA found no competition concerns in the supply of own-label Italian chilled ready meals or salads. For ready meals, Bakkavor’s market share was found to be concentrated around a single customer, limiting its competitive impact on Greencore and others such as Oscar Mayer, Samworth Brothers, and Pilgrim’s Pride. Similarly, in the salads segment, the two parties were found to have limited direct competitive overlap, and the market would continue to be constrained by Samworth, Avondale Foods, and Natures Way Foods.
The CMA also reviewed the potential for market entry or expansion by new or existing suppliers. It concluded that there are significant barriers to entry, including the need for substantial investment and long-term retailer relationships, and that retailers were generally unwilling or unable to facilitate new entrants at a scale sufficient to offset the loss of competition resulting from the merger.
As a result, the CMA has found that the transaction raises a realistic prospect of an SLC in the supply of own-label chilled sauces in the UK. The parties now have until 3 November 2025 to propose undertakings in lieu of a reference (UILs) that would address the identified concerns. If no satisfactory undertakings are offered, the CMA will refer the merger for an in-depth Phase 2 investigation under sections 33(1) and 34ZA(2) of the Enterprise Act 2002.
