Brussels, 3 October 2014
Mergers: Commission approves merger between banana companies Chiquita and Fyffes, subject to conditions
The European Commission has authorised under the EU Merger Regulation the proposed merger between Chiquita Brands International of the US and Fyffes of Ireland. Whilst the merger brings together the number 1 and 2 suppliers of fresh bananas in Europe, the Commission's investigation found that healthy competition will be preserved in the relevant markets, thanks to the two companies' relatively low and decreasing overall share of banana imports into the main Northern European ports, competition from an increasing number of other players and the strong position of supermarkets, which develop their own private label bananas. However, in order to prevent any risk of shutting out competitors at the shipping level, the clearance is conditional upon Fyffes releasing the shipping company Maersk from an exclusivity clause and upon both Chiquita and Fyffes refraining in the future from agreeing similar exclusivity provisions with shipping companies or incentivising shipping companies to refuse to provide services for other banana companies.
The Commission examined the competitive effects of the proposed merger on competition in the markets for (i) the import and sale of bananas to retailers and wholesalers, (ii) banana ripening services and (iii) the sourcing and sale of pineapples.
The Commission's investigation found that despite the high market shares of Chiquita and Fyffes for the import and supply of bananas, in particular in Belgium, Finland, Ireland, Latvia, The Netherlands, Sweden and the UK, wholesale and retail customers would still have a significant number of other potential banana suppliers to choose from. Those alternative suppliers include large banana suppliers, such as Dole, Del Monte or Compagnie Fruitière; growers engaged in direct marketing in the EU, such as Noboa and Uniban, and medium size players such as AFC, Cobana, De Groot, T-Port or Univeg. The Commission also found that those other players in principle faced no significant obstacles to expand their activities or enter in neighbouring geographic markets.
Moreover the Commission investigation confirmed the claims of Chiquita and Fyffes as to the lack of barriers at the various levels of the banana supply chain, in particular the growing level, the ripening level and the intra-EU transport level. As regards shipping the investigation indicated however a serious risk of potential shutting out or limitation of competitors' access to shipping services. The commitment proposed by Chiquita and Fyffes dispels this risk.
The duration of the commitment is ten years. Articles 101 and/or 102 of the Treaty on the Functioning of the European Union (TFEU) remain fully applicable to the entirety of Chiquita's and Fyffes' agreements or other practices.
The Commission did not identify competition concerns with respect to the provision of banana ripening services and sourcing and supply of pineapples.
In view of the remedies proposed, the Commission concluded that the transaction, as modified, would not raise competition concerns anymore. This decision is conditional upon full compliance with the commitments.
The transaction was notified to the Commission on 14 August 2014.
Companies and products
Chiquita is active globally as an importer of fresh produce and in particular bananas. In the EU Chiquita supplies also other fruit (notably pineapples), provides ripening services and shipping services.
Fyffes is also active in the procurement, shipping, import and wholesale of bananas and other fruit.
The banana supply chain from the grower to the customer entails the following levels: growing in the tropics, shipping, ripening and intra-EU transport.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA 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 a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).