The German Federal Cartel Office ("BKartA") this week
published its reasoning behind the clearance decision relating to
the acquisition of Nadler Group ("Nadler") by Heiner
Kamps Beteiligungsgesellschaft mbH, which already owns Homann
Feinkost GmbH ("Homann"), earlier this month.
Nadler produces private label and branded chilled fine food
products, in particular focusing on prepared salads and prepared
fish products. Homann also produces prepared salads and prepared
fish products, although it has in the past focused predominantly on
prepared potato and cold meat salads.
Through the acquisition, Homann and Nadler will together obtain
a leading position in the market for the production of chilled fine
prepared foods in Germany, with an estimated share of approximately
30 - 40% in the prepared salads market and approximately 30 - 40%
in the prepared fish products market.
SJB advised on competition matters concerning the transaction,
with Dr. Alexander Rinne and Tilman Siebert, Partners in the Munich
office, leading the team.
In its decision, the BKartA defined the relevant market as the
market for the production and distribution of chilled fine foods in
Germany, but left open the question of whether this market should
be further segmented into separate markets for each of:
private label products and branded products;
pre-packaged products and open-sale products; and
sales to food retailers and sales to the larger food-services
The BKartA decided that private label and branded products are
in strong competition with each other and should not be further
separated for competition reasons. Such products are in immediate
competition with each other, particularly when analysing the demand
side substitutability to end consumers. The market was found to be
national in scope.
Producers of chilled fine foods each produce a variety of
products, including private label products for retailers as well as
branded food products. Private label fine foods are present in all
areas of the market, thereby competing against branded products in
all segments of the market (including in the premium segment). This
point had previously been left open by the BKartA.
The BKartA reached the conclusion that, despite Homann's and
Nadler's leading position on the German market following the
acquisition, the transaction would not lead to the creation or
strengthening of a dominant position, as there is strong
competition in the market and the following safeguards are in
The market is characterised by other well-known brands and
strong competitors that have considerable over-capacity
The parties face strong competition from food retailers'
own private label products;
Food retailers position their private labels against branded
products in all segments of the market and compete vigorously on
all pricing segments, including in the branded premium
Although a combined Homann and Nadler entity has high market
shares, their respective contracts with retailers are usually of a
short duration and are negotiated regularly, ensuring that
customers retain flexibility to switch; and
The market is fluid and there are no established market
positions. Competitors can switch productions easily and can
compete in all segments of the market.
Additionally, the parties' counterparts in the market
include large food retailers which could easily switch to a
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