On July 1, 2019, the FCO cleared EDEKA Zentrale AG & Co. KG’s (“EDEKA”) 100% acquisition of the Handelshof Management GmbH (“Handelshof group”).[1] The FCO found that the merger did not significantly impede effective competition in the food (and related non-food) product wholesale and procurement markets.

The FCO found that there was a single product market comprising both pick-up and delivery wholesalers. The FCO explicitly abandoned its previous approach distinguishing between distinct markets for pick-up and delivery wholesalers,[2] because its market investigation had shown that the substitutability between both wholesale channels had significantly increased. Despite the parties’ combined shares of 30-35% in two regional markets, making them the number one food (and related non-food) product wholesaler post-transaction, the FCO found that even in these regions, customers would still have sufficient possibilities to switch to alternative wholesalers.

Further, the FCO found that the Handelshof group’s share was well below 0.5% of the total food and related non-food product procurement volume in Germany. The FCO concluded that this increment to EDEKA’s position was so small that it would have no significant effect on competition. The FCO also stressed that the affected procurement volume lags far behind the increment that had been classified as critical in Edeka/Kaiser’s Tengelmann.[3]

[1]              FCO Press Release (B2-55/19), July 1, 2019, available in English here; a German case summary is available here.

[2]              Edeka/Ratio (B2-125/10), FCO decision of February 15, 2011, a German case summary is available here.

[3]              Edeka/Kaiser’s Tengelmann (B2-96/14), FCO decision of March 31, 2015, an English case summary is available here. The FCO had prohibited the acquisition of the supermarket chain Kaiser’s Tengelmann by its competitor EDEKA. However, the German Federal Minister of Economic Affairs granted a Ministerial Authorization for the transaction.