On 7 of December 2025, the European Commission unconditionally cleared Mars/Kellanova after an in-depth Phase II investigation.
Unusually for a Phase II case, the Commission’s theory of harm revolved around ‘portfolio’ or ‘conglomerate’ effects. The Commission was concerned that post-merger, by jointly negotiating, the combined entity of Mars/Kellanova would improve their bargaining position vis-à-vis retailers compared to that of separate negotiations pre-merger. Specifically the concern was that within a given retailer negotiation, the combined entity’s could threaten to withhold the supply of its brands, thereby causing more shoppers to switch retailer stores in order to find their preferred brand versus pre-merger and thus increasing the combined entities bargaining power.
The CRA team corroborated extensively with Kellanova and their legal advisors at Kirkland & Ellis to demonstrate that, despite Kellanova having popular brands, these brands faced substantial competitive constraints, with shoppers’ loyalty to their preferred retailer generally surpassing their loyalty for the brands. Utilising ‘natural experiments’ from past de-listing events of Kellanova products at various retailers, CRA demonstrated that contrary to the theory of harm, only a minimal number of Kellanova shoppers switched retailers when Kellanova brands were unavailable. This finding underpinned the Commission’s conclusion that there was insufficient evidence that consumers would switch their baskets, and therefore no finding that the proposed transaction would increase Mars’ bargaining power vis-à-vis retailers. On the basis of this the Commission cleared the case unconditionally.
The CRA team was led by Dr. Matthew Bennett alongside Dr. Uğur Akgün, Kenneth Kerr and was supported by a large team of CRA economists across both the London and Brussels offices including Vicki Mertzanidou, Dr. Valter Sorana, Mariam Arutyunyan, Emilie Bartels, Dr. Benoit Voudon, Rahim Lila, Dr. Federico Navarra, Dr. Hazal Sezer, Sueda Uludag, Niraj Gandhi, and Edoardo Salerno. Mars were advised by Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, Cleary Gottlieb Steen & Hamilton LLP and Oxera.
