Merger Update: Vandemoortele/Delifrance

Consultation on undertakings in lieu: Completed Acquisition by Vandemoortele Group of Délifrance S.A.

The Competition and Markets Authority (CMA) has opened a consultation on undertakings in lieu of reference offered by the Acquirer Vandemoortele Group (Vandemoortele) to address competition concerns identified by the CMA over its completed acquisition of Délifrance S.A. (Délifrance) (the Merger).

On 8 December 2025, the CMA announced that it would refer the Merger for an in-depth, Phase 2 investigation unless Vandemoortele offered acceptable undertakings in lieu to address the CMA's concerns.

To address the CMA's concerns, Vandemoortele has offered undertakings to, inter alia:

(a)     Divest Délifrance's production sites in Avignon, France (the Avignon Plant) and Béthune, France (the Béthune Plant) (together, the DB Plants) and all related assets, employees, contracts and UK commercial staff, required to supply LD products to the UK;

(b)     Transfer the existing customer contracts, agreements, volumes (ie volumes equivalent to the volume of the LD supplied by Délifrance to retail and foodservice customers in the UK in the 12 months prior to 31 December 2025), and relationships with the retail and foodservice customers of Délifrance in the UK for the sale of LD (the UK Customer Relationships) and all customer, credit and other records related to the UK Customer Relationships; and

(c)     Make available to the prospective purchaser supplier contracts, toll manufacturing agreements with the Parties, and any transitional service agreements (TSAs) needed to support the Divestment Business as it is integrated into its business.

The components listed above are collectively referred to as the Divestment Business. Vandemoortele has also offered to appoint a Monitoring Trustee to oversee compliance with the hold separate, asset maintenance, buyer marketing and divestment execution obligations in the proposed undertakings.

Vandemoortele has also offered to enter into an agreement for the sale and purchase of the Divestment Business with an upfront buyer, before the CMA finally accepts the Proposed Undertakings (the Upfront Buyer Condition). Vandemoortele has proposed Sammontana Italia S.p.A. Società Benefit (Sammontana) as the upfront buyer. The agreement with Sammontana will be conditional on acceptance by the CMA of the Proposed Undertakings, including approval of Sammontana as the buyer of the Divestment Business.

On 22 December, the CMA announced that it would look in detail at these offered undertakings in lieu. The CMA has until 22 April 2026 to consider whether to accept the undertakings in lieu, or a modified version of them. As part of this process, the CMA is now consulting publicly on whether the proposal is sufficient to address the competition concerns identified by the CMA.

Before reaching a final decision, the CMA is therefore inviting interested parties to make their views known. The deadline for responses is 2 April 2026.

The consultation on the offered undertakings in lieu and all other information relating to this merger investigation can be found on the dedicated case page on the CMA's case page at Vandemoortele / Délifrance merger inquiry - GOV.UK.

In the event of media enquiries please email press@cma.gov.uk.