Commission approves Mars’ acquisition of Kellanova

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

The European Commission has approved unconditionally, under the EU Merger Regulation, the proposed acquisition of Kellanova by Mars, Incorporated (‘Mars‘). The Commission has concluded that the proposed transaction would not raise competition concerns in the European Economic Area (‘EEA‘).

Todays’ decision follows an in-depth investigation of the proposed transaction. Mars and Kellanova are both global suppliers of a number of well-known food brands. Mars’ portfolio includes chewing gums, chocolate and sugar confectionery, rice and pet food – with brands, such as Mars, Snickers, Ben’s Original, Airwaves, and Whiskas. Kellanova 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 in-depth investigation

In the context of its in-depth investigation, the Commission assessed whether the addition of Kellanova’s brands to Mars’ already substantial product portfolio would significantly increase Mars’ bargaining power vis-à-vis retailers through the leverage of its broader portfolio, enabling it to, for example, extract higher prices.

The Commission’s investigation has confirmed indications that both Mars and Kellanova already enjoy a degree of market power in several product markets in multiple Member States and that Mars and the merged entity would be in a position to link different product categories in negotiations with retailers.

However, the evidence collected did not support a finding that the proposed transaction would increase Mars’ bargaining power vis-à-vis retailers. More specifically, based on the evidence:

• Kellanova’s products being added to Mars’ portfolio are not such that they would strengthen Mars’ bargaining power in the context of negotiations with retailers, notably because they have a long shelf life and that they are usually the object of impulsive and infrequent purchases.
• Consumers of both Mars and Kellanova products do not appear to have such loyalty towards both parties’ brands that they would be significantly more likely to change supermarkets in case of unavailability of both companies’ products at their primary retailer, i.e. in order to purchase Mars’ and Kellanova’s products at a different retailer, compared to a situation in which only Mars’ or Kellanova’s products would be individually missing.
• There is insufficient support for the theory that consumers would be switching to another supermarket for the purchase of the entirety of their shopping basket (or of a substantial part of it), should all of Mars’ and Kellanova’s products be missing at their primary retailer (so-called ‘basket effect’), i.e. that consumers would switch to another retailer not only to purchase merely Mars’ and Kellanova’s products but the other items on their grocery list as well. The existence of such ‘basket effect’ would have been highly detrimental for retailers, and potentially have made them more likely to accept price increases in the context of negotiations with the merged entity.

The Commission therefore concluded that the proposed transaction would not raise competition concerns in the EEA and cleared it unconditionally.

Companies and products

Mars, headquartered in the US, is a global supplier of food products, pet food and animal care services. Its portfolio comprises, among others, chocolate bars (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) and rice (e.g. Ben’s Original).

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

Merger control rules and procedure

The proposed transaction was notified to the Commission on 16 May 2025. On 25 June 2025, the Commission launched an in-depth investigation.

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 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 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).

There are currently two ongoing Phase II merger investigations: (i) the proposed acquisition of Anglo American’s nickel business by MMG and (ii) the proposed acquisition of Downtown by UMG.

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

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