On September 10, 2021, the FCA authorized the acquisition of 100 stores belonging to Bio c’ Bon, a French chain of organic grocery stores, by hypermarket chain Carrefour, subject to divestiture remedies.
The Bio c’ Bon group (“Bio c’ Bon”) is specialized in the retail distribution of organic products and operates a network of grocery stores throughout France. Following the opening of bankruptcy proceedings against the group on September 2, 2020, French mass-market retailer Carrefour (“Carrefour”) filed its proposed acquisition of 100 of Bio c’ Bon’s stores with the FCA on September 21, 2020.
Following a nearly one-year investigation, the FCA cleared the transaction on September 10, 2021. Unusually, Carrefour had nevertheless been able to close the transaction prior to the issuance of the clearance decision, as the FCA granted a waiver to the standstill obligation on October 13, 2020 in light of Bio c’ Bon’s financial difficulties.
The FCA’s analysis
In its decision, the FCA acknowledged for the first time the existence of specific markets for organic products, identifying both a market for the supply and a market for the distribution of food products originating mainly from organic farming.
- As regards the upstream supply markets, the FCA considered that the existence of dedicated supply chains, specific product methods, and formal certification processes pointed to a specific market for the supply of organic products.
- As regards the downstream distribution markets, the FCA noted that 83% of sales of organic products are carried out by specialized stores, and that such stores present a number of characteristics that distinguish them from mass-market retail stores, in particular in terms of prices and product ranges. The FCA further took into account the results of a consumer survey carried out during the merger investigation, which showed that customers would not shift their purchases of organic products from specialized stores to mass-market retail stores in the event of a price increase implemented by specialized
Following its market definition analysis, and despite the parties’ moderate market shares, the FCA considered that the transaction raised competition concerns in ten catchment areas, four of which were located in Paris. Specifically, the FCA was concerned that the intensity of competition would be lower in the catchment areas at stake, thereby leading to price increases or to a reduction in the diversity of supply to the detriment of consumers.
To solve these competition concerns, Carrefour offered to sell eight Bio c’ Bon or Carrefour stores located in the problematic catchment areas to competing retail chains. These commitments were deemed adequate by the FCA, who will nevertheless need to approve the potential purchasers presented by Carrefour in the coming months.
 FCA Decision no. 21-DCC-161 of September 10, 2021 (to be published). See also FCA’s press release of May 12, 2021, available at: www.autoritedelaconcurrence. fr/fr/communiques-de-presse/autorisation-sous-conditions-au-rachat-de-100-magasins-bio-c-bon-par