Commission approves Brasserie Nationale’s acquisition of Boissons Heintz, subject to conditions

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The European Commission has approved, under the EU Merger Regulation (‘EUMR’), the proposed acquisition of sole control of Boissons Heintz S.à.r.l. (‘Boissons Heintz‘) by Munhowen S.A. (‘Munhowen’), a wholly owned subsidiary of Brasserie Nationale S.A. (‘Brasserie Nationale‘). The approval is conditional upon full compliance with the commitments offered by the companies.

The Commission’s investigation found that the transaction, as initially notified, would have raised competition concerns by combining the two main wholesale distributors of beverages to hotels, restaurants and cafés (‘HoReCas’)in Luxembourg.

In particular, the Commission found that the transaction would have given a significant competitive advantage to the combined entity compared to smaller wholesalers, and left HoReCas with too few alternative wholesalers to turn to. In addition, the combined entity could have favoured the sale of Brasserie Nationale’s mineral water (Lodyss),to the detriment of competing local and international brands, and ultimately of consumers.

The Commission’s investigation confirmed that the transaction did not raise competition concerns in the markets for the wholesale distribution of beverages to supermarkets, caterers and corporate clients.

The proposed remedies

To address the Commission’s competition concerns, the parties offered to divest the majority of Boissons Heintz’s HoReCa activities, including all necessary assets and personnel, to a suitable purchaser. The remedy package notably includes the possibility for the purchaser to acquire Boissons Heintz’s name, online shop, and strategic import exclusivities.

These structural commitments fully address the competition concerns identified by the Commission, by enabling a new competitor to enter the market for the wholesale distribution of beverages to HoReCas in Luxembourg.

The Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns.

The decision is conditional upon full compliance with the commitments. An independent trustee will monitor their implementation, under the supervision of the Commission.

The Commission will approve a suitable purchaser of the divested business in a separate procedure.

Referral to the Commission

On 14 March 2024, the Commission accepted a referral request from Luxembourg, to assess the proposed acquisition of Boissons Heintz by Brasserie Nationale. The proposed transaction did not meet the turnover thresholds of the EUMR, but met the criteria for referral under Article 22 EUMR and of Article 57 of the EEA Agreement. Article 22 empowers any Member State that either (i) is competent to review a concentration under its own national merger control regime; or (ii) does not have any merger control regime in place, to refer to the Commission the review of concentrations falling below EU thresholds in cases where such concentrations affect trade between Member States and threaten to significantly affect competition in the Member State referring the case to the Commission. It plays a crucial role in the EU merger control framework by enabling the review of transactions that fall below the EU thresholds, including killer acquisitions.

Luxembourg does not currently have a merger control regime in place. In its judgment of 2 July 2025 (Case T-289/24), the General Court followed the case law of the Court of Justice of the European Union in the Illumina/GRAIL case, by confirming that Member States that do not have a national merger control review system in place can initiate and join a referral request under Article 22 EUMR, provided that all the relevant conditions are met. More specifically, the General Court confirmed that the Commission is in principle empowered to accept referral requests from Luxembourg under Article 22 EUMR, if the conditions for such referral are met, which was indeed the case here. The General Court therefore confirmed the Commission’s power to review the compatibility of Brasserie Nationale’s acquisition of Boissons Heintz with the internal market under the EUMR.

Companies and products

Brasserie Nationale, headquartered in Luxembourg, is active in the production of beer and mineral water. Its main brands include Bofferding, Battin and Funck-Bricher (for beer) as well as Lodyss (for mineral water). In addition, Brasserie Nationale is active in the wholesale distribution of beverages (including beer and mineral water) in Luxembourg and neighbouring regions of France and Belgium through its wholly owned subsidiary Munhowen.

Boissons Heintz, also headquartered in Luxembourg, is a wholesaler active in the wholesale distribution of various types of beverages, including beer and mineral water, in Luxembourg.

For More Information

The transaction was notified to the Commission on 26 May 2025.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 EUMR) or that are referred to it by Member States (see Article 22 EUMR) and to prevent concentrations that would significantly impede effective competition in the European Economic Area or any 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 a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

More information will be available on the Commission’s competition website, in the public case register under the case number M.11485.

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