On 12 June 2017, the company Financière Cofigeo (“Cofigeo”) notified the Autorité of its intention to acquire exclusive control of certain securities and assets of the “ready meals” arm of Agripole group (hereafter “target companies”), which have been placed under receivership.
This transaction follows the dismantling of the Financière Turenne Lafayette (“FTL”) group, which headed the Agripole group, leading to other divestments. In this framework, the Autorité has already interceded when it unconditionally cleared the acquisition of the cooked meats arm of the FTL group (Paul Prédault, La Lampaulaise de salaisons, Madrange, Montagne noire brands) by Cooperl1, a Brittany-based cooperative .
The take-over of companies belonging to the Agripole group gave rise to a procedure dedicated to finding a buyer. Several companies showed interest during this procedure.
On 3 October 2017, the Paris Commercial Court selected Cofigeo as the buyer of several assets of Agripole group (including the brands William Saurin, Panzani and Garbit, and the production sites concerned).
However, the merger control procedure submitted to the Autorité, which is a legal obligation for all companies, subject to certain turnover thresholds, was still in progress. This procedure, which is separate from the examination of the conditions of the acquisition by the commercial court, is designed to protect consumers from restrictive competitive practices, which could, for example, lead to a risk of price increases due to excessive market concentration. In this case, the transaction was likely to create a quasi-monopoly in the markets for the production of canned Italian and exotic ready meals in France insofar as Cofigeo, the second biggest operator for such meals through its “Zapetti” brand, was to acquire the assets of its main rival and the leading operator in the market (thanks to its “Panzani” and “Garbit” brands).
The decision taken by the Autorité subsequent to an in-depth examination of the potentially anti-competitive effects of the transaction clears the transaction provided that Cofigeo sells its Zapetti brand and a production site to a third party operator in order to enable the latter to stimulate competition in the markets for the production and sale of canned Italian and exotic ready meals in France.
The decision taken by the Autorité enables the creation of a reinforced group in the canned ready meals sector, while allaying the identified imbalances in the Italian and exotic ready meals sectors, thanks to targeted remedies, flexible in their implementation.
The Autorité did not, however, impose any remedies in respect of the production and sale of French ready meals in tins and jars, which account for two thirds of the turnover in the sector.
Isabelle de Silva, President of the Autorité de la concurrence, stated: “The Autorité took the only decision that allowed for clearance of this strategic transaction while guaranteeing attractive prices for consumers, particularly families with modest incomes, by maintaining two competing producers capable of supplying the mass retail distribution sector with brands or private labels of canned ready meals.”