Commission opens in-depth investigation into the proposed acquisition of Kellanova by Mars

This article is brought to you in association with the European Commission.

The European Commission has opened an in-depth investigation to assess, under the EU Merger Regulation, the proposed acquisition of Kellanova by Mars. The Commission has preliminary concerns that the transaction could lead to higher prices for consumers due to Mars’ increased negotiating power towards retailers in the European Economic Area (‘EEA’).

Mars is a global supplier of a large range of popular food brands, including chewing gums, chocolate confectionery, sugar confectionary, rice and pet food. Kellanova (formerly the Kellogg Company) is primarily known in the EEA for its stacked chips sold under the Pringles brand, and its ready-to-eat cereals, sold under the Kellogg’s brands.

The Commission’s preliminary concerns

The Commission’s preliminary investigation indicates that, by enlarging its product portfolio with the addition of Kellanova’s very popular brands, Mars could increase its bargaining power vis-à-vis retailers. As a result, Mars could be in a position to use this increased leverage to, for example, extract higher prices during negotiations, which in turn would lead to higher prices for consumers.

More specifically, the Commission’s serious doubts are based on the following preliminary findings:

• The parties each have a strong market position in several product markets in multiple Member States. This is in part due to the fact that they carry brands that are considered must-have for end consumers.
• Several retailers across the EEA have raised concerns about Mars’ increased bargaining power, should it be able to add Kellanova’s must-have brands to its existing portfolio. As a result, retailers could be forced to accept higher prices, in order to avoid not being able to offer the products of Mars and Kellanova.
• Many consumers tend to make their primary grocery shopping in a single supermarket and could decide to change supermarket if they could not find the companies’ products.

The Commission has therefore decided to raise serious doubts as to the impact of the transaction on competition, in relation to the supply of many of the parties’ products in several Member States. The Commission will now carry out an in-depth investigation into the effects of the proposed transaction to determine whether these initial competition concerns are confirmed.

The proposed transaction was notified to the Commission on 16 May 2025. The Commission now has 90 working days, until 31 October 2025, to take a decision.

The opening of an in-depth inquiry does not prejudge the outcome of the investigation.

Companies and products

Mars, headquartered in the US, is a worldwide supplier of confectionery, food products, pet food and animal care services. Its portfolio comprises, among others, chocolate countlines (e.g. Twix, Mars, Snickers), chocolate pouches (e.g. M&M’s), sugar confectionery (e.g. Skittles), chewing gum (e.g. Airwaves, Extra), snack bars (e.g. BE-KIND), pet food (e.g. Whiskas, Royal Canin) or rice (e.g. Ben’s Original).

Kellanova (formerly Kellogg Company), headquartered in the US, manufactures and markets principally salty snacks and cereals. Its portfolio comprises, among others, savoury snacks (e.g. Pringles), ready-to-eat cereals (e.g. Special K, Trésor).

Merger control rules and procedures

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or a substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).

There are currently no other ongoing Phase II merger investigations.

More information will be available on the Commission’s competition website, in the public case register under the case number M.11753.