Judgment of the Tribunal on an application by Cérélia Group Holding SAS and Cérélia UK Limited (together, “Cérélia”) for a review under s.120 of the Enterprise Act 2002 of the Final Report of the Competition and Markets Authority (“CMA”) dated 20 January 2023 concerning the completed acquisition by Cérélia of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc (the “Decision”). In the Decision, the CMA found that the merger had given rise to a substantial lessening of competition (“SLC”) in the UK market for the wholesale supply of DTB products to grocery retailers, and determined that Cérélia should be required to divest the entire Jus-Rol UK business.
Cérélia sought an order quashing the Decision on four grounds:
- Ground 1: the Decision was irrational; the SLC finding was unsupported by evidence, and the CMA’s investigation into the merger was irrational.
- Ground 2: the divestment remedy had no rational basis and was disproportionate.
- Ground 3: the CMA conducted a procedurally unfair investigation.
- Ground 4: the CMA’s eight-week extension of the enquiry period for “special reasons” was unjustified, and the CMA’s decision to extend the enquiry period was ultra vires.
For the reasons given in the Judgment, the Tribunal unanimously decided that:
- Ground 1: the CMA's analysis and conclusions in relation to the SLC were reasonable, and did not contain any errors of fact or law. There was nothing irrational about the process by which the CMA investigated the merger.
- Ground 2: the CMA's decision on the appropriate remedy was not made without reasonable foundation or irrational.
- Ground 3: it found no unfairness arising from the investigation.
- Ground 4: the CMA had "special reasons" for extending the enquiry period; however, even if it had not, the Tribunal has a discretion as to the appropriate remedy and would not grant relief to Cérélia.
Accordingly, Grounds 1 to 4 were dismissed.
