Danone is active in the European Economic Area (EEA) mainly in dairy products but also in early life nutrition products. WhiteWave manufactures plant-based products such as soy milk and yoghurts under its Alpro and Provamel brands. Alpro products also include plant-based "growing-up milk" (for children aged 1 to 3 years). The Commission had concerns that the proposed transaction would have significantly reduced competition for "growing-up milk" in Belgium. The commitments offered by Danone address these concerns.
The Commission's competition concerns
The Commission examined the effects of the proposed transaction in the markets for "growing up milk", yoghurts and desserts.
The Commission's investigation indicated that the proposed transaction would leave only one other competitor, Nestlé, on the market for "growing-up milk" in Belgium. The Commission had concerns that the merged entity would not have faced sufficient competitive pressure from the remaining player in this market.
Furthermore, there would be no other competitor in the plant-based "growing-up milk" segment in Belgium, where only Danone and Alpro are active. This would have left Belgian consumers with no alternative to the merged entity in this market.
The Commission found no competition concerns with respect to other products concerned by the transaction, such as yoghurts and desserts. The transaction is mostly complementary since Danone, with minor exceptions, is active mainly in dairy products, whereas Alpro is specialised in the plant-based segment.
The proposed commitments
To address the Commission's competition concerns, Danone offered to divest a large part of its "growing-up milk" business in Belgium. The divestment entirely removes the overlap between the companies in Belgium on the overall "growing-up milk" market, comprising both dairy and plant-based products, as well as on the sub-market only for plant-based products.
Therefore, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns. The Commission's approval is conditional upon full compliance with the commitments.
Companies and products
Danone is a food-products group of companies headquartered in France. It has a worldwide presence and its activities may be divided into four main divisions: (i) fresh dairy products; (ii) waters; (iii) early life nutrition; and (iv) medical nutrition.
WhiteWave is a US consumer packaged food and beverage group. In Europe, WhiteWave is present through its subsidiary Alpro, headquartered in Belgium. Alpro manufactures and markets plant-based products such as milk, yoghurts and desserts under the Alpro and Provamel brands.
Plant-based products are made from plants as opposed to animal milk. They are mostly made from soya, and, to a lesser extent from almonds, coconut, hazelnut or other types of plants or cereals. Plant-based products can comprise, similar to dairy products for instance milk, yoghurt, desserts and cream.
Merger control rules
The transaction was notified to the Commission on 26 October 2016.
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).