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IP/02/311
Brussels, 25 February 2002
Commission approves takeover of Schöller by Nestlé
The Commission has approved the takeover of the German Schöller Group
by the Swiss company Nestlé S.A. It examined the impact of the merger on
the ice-cream market in Germany, the Netherlands, Austria and France but
concluded that it would not give rise to any concerns, especially given the
competition from Unilever Plc, which would remain the number one
ice-cream manufacturer in Europe and worldwide.
Schöller Holding Group is a company based in Nuremberg, Germany, which
manufactures and markets ice cream and frozen foods, primarily in Germany. It
has an exclusive licence for the sale of Mövenpick in several European countries.
Nestlé is the parent company of a multinational food and beverages group based in
Vevey, Switzerland, which plans to buy Schöller from Südzucker.
During its investigations, the Commission found that there were overlaps on the
ice-cream market between the activities of Schöller and Nestlé and that the
transaction would strengthen Nestlé's position in this sector in several countries.
However, Unilever Plc would remain the European and worldwide leader, and
competition would remain strong.
The Commission's investigations focused on the following markets:
- "impulse" ice cream (for consumption in public establishments and at leisure
events) in Germany, France, the United Kingdom, the Netherlands and Austria;
- catering ice cream (for consumption in restaurants, cafés, etc.) in Germany,
France, the United Kingdom, the Netherlands and Austria;
- "take-home" ice cream (sold via food retailers to private households) in France
and Germany;
- ice cream manufactured for secondary brands in Germany.
The Commission's investigations into the "impulse" ice-cream market revealed that
the merger would not lead to any significant change in the situation with regard to
competition. Once the transaction has been completed, Nestlé will be the number
two manufacturer on all of the relevant national markets, but Unilever will remain
the uncontested leader in this sector, with much larger market shares than those of
Nestlé/Schöller.
With regard to catering ice cream, Nestlé/Schöller will take over the number one
spot from Unilever in the Netherlands. However, a number of independent
wholesalers responsible for a large proportion of distribution operate alongside the
large manufacturers in that country. Some of them are also vertically integrated
with food retailers and are increasingly offering their own brands, including on the
catering market.
In Germany Schöller's leading position ahead of Unilever will be slightly improved
as a result of the merger. However, the two companies compete intensely with
each other, and Nestlé's position in Germany is relatively weak. Consequently, it is
unlikely that Nestlé/Schöller will achieve an individual dominant position or that
Nestlé/Schöller and Unilever will achieve a combined dominant position.
In Austria and France Nestlé will occupy second place on the catering ice-cream
market after the merger. However, Unilever will continue to be the undisputed
market leader, with much larger market share than Nestlé/Schöller.
In the case of "take-home" ice cream, the combined market shares of
Nestlé/Schöller in France and Germany will be insignificant. Even after the merger,
it will remain below 20% in both value and volume terms. Unilever is the market
leader in both countries, with much larger market shares, and the share of
secondary brands is also substantial, especially in Germany.
Finally, with regard to ice cream sold under distributors' brands in Germany, the
Commission takes the view that there will be sufficient competition, especially
given the market power of the large food retailers.
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