Délifrance acquisition proves a valuable competition lesson

Vandemoortele’s acquisition of Délifrance is a useful reminder of how competition issues can arise in markets that most consumers never even consider.

The Competition and Markets Authority (CMA) ruled on 20th August 2026 that the completed acquisition would result in a substantial lessening of competition (SLC) and so has forced Vandemoortele to divest parts of its UK business to satisfy antitrust laws.

Few people buying a croissant in a supermarket or ordering one in a café will, quite reasonably, have given much thought to the market for selling and buying frozen laminated dough. Yet this is the market in which the CMA has identified an SLC and concluded that a structural remedy is required.

The CMA’s merger control process is split between Phase 1 and Phase 2. At Phase 1, the CMA considers whether it is, or may be, the case that a transaction could result in an SLC and, where the concerns cannot be addressed, the transaction may be referred for an in-depth Phase 2 investigation.

Here, the CMA identified an SLC in December 2025 and indicated that the acquisition would be referred to Phase 2 unless the parties offered acceptable undertakings. Vandemoortele subsequently offered undertakings, but the CMA ultimately decided not to accept them and referred the completed acquisition to Phase 2 on 22 April 2026.

On 30 April, Vandemoortele notified the CMA that it accepted the SLC identified at Phase 1 and waived its right to challenge that position during the Phase 2 inquiry. The CMA accepted the concession on 15 May and noted that this enabled it to progress the investigation substantially more quickly than would otherwise have been possible.

From a dealmaking perspective, the concession is worth noting. Once Vandemoortele accepted the SLC, the Phase 2 inquiry was able to proceed on the basis that there was a competition problem to be remedied, rather than requiring the CMA and the parties to spend further time debating whether the SLC existed. The focus therefore moved to the appropriate remedy, with Vandemoortele proposing the divestment of its laminated dough plant in Worcester and its UK sales operations in Staines-upon-Thames.

The proposed divestment is more extensive than the sale of the manufacturing site alone as it includes the supporting assets, contracts, rights and staff required to operate the business, as well as the UK customer relationships served wholly or partly by the Worcester plant. Transitional arrangements, including a toll manufacturing agreement, are also part of the remedy package. The CMA concluded that, taken together, these elements mean that the divested business should be capable of operating as a stand-alone business and competing effectively on an ongoing basis.

That conclusion is important because the purpose of the remedy is not simply to require Vandemoortele to dispose of an asset. The CMA considers that the divestment will remove the competitive overlap between Vandemoortele and Délifrance which gives rise to the SLC, while preserving a business capable of supplying the relevant UK customers and competing with the enlarged Vandemoortele group.

The next issue is therefore the implementation of the remedy and in particular the suitability of the purchaser. The CMA has set specific purchaser suitability criteria intended to ensure that Vandemoortele’s former UK customers continue to be served by an experienced, capable and committed operator. The CMA and a Monitoring Trustee will also scrutinise and monitor the transitional commercial arrangements between Vandemoortele and the purchaser.

That part of the process will be important in determining whether the remedy works as intended. The CMA has concluded that the Worcester plant and UK sales operations can, with the supporting elements of the remedy, form a viable stand-alone business. The purchaser will then have to operate that business independently and maintain the competitive constraint which the CMA considers would otherwise have been lost as a result of the acquisition.

There is a broader point here for merger control. Structural remedies are often described relatively simply as the sale of a business or asset, but the effectiveness of the remedy depends on what is actually transferred and on the ability of the purchaser to operate the divested business as an effective competitor. The Vandemoortele case illustrates that the final report is not necessarily the end of the regulatory process; in some respects, it marks the point at which the practical effectiveness of the remedy begins to be tested.

Looking for more information on competition law or someone who can guide you through the complexities? Speak to Stacey Gray, Senior Associate, in the Commercial team at Square One Law.