EU gives Mars the nod to acquire Kellanova for $36bn

(Sharecast News) - The European Commission has given unconditional clearance to Mars' $36bn acquisition of Kellanova, it announced on Monday, concluding an in-depth review that found the merger would not harm competition or strengthen the confectionery and pet-food group's bargaining power with retailers across the European Economic Area. The probe, launched in June after the deal was formally notified in May, examined whether adding Kellanova's snack and cereal brands, including Pringles, Special K and Trésor, to the privately-held Mars' substantial portfolio of confectionery, rice and pet-food products could enable the combined entity to extract higher prices.

Regulators focused on whether Mars could leverage a so-called "basket effect", using a broader catalogue of household brands such as Snickers, M&M's, Whiskas and Ben's Original to pressure supermarkets during pricing negotiations.

Investigators found that while both companies already enjoyed strong market positions in several EU states, the merger would not significantly enhance Mars' power.

The Commission determined that products like Pringles and chocolate bars were typically bought on impulse and infrequently, limiting their influence on where consumers choose to shop.

It also found no evidence that shoppers would switch supermarkets if both companies' products were unavailable, undermining the argument that the combined portfolio could force retailers to accept higher prices.

"We looked very carefully at this deal to make sure that Mars would not gain extra power over retailers, power that could lead to for example higher prices for shops and, ultimately, for consumers," said Teresa Ribera, the Commission's executive vice-president for competition.

"Our review found no evidence that this risk exists, so we have decided to approve the acquisition."

The transaction is among the largest in the global snacking and food industry and brings together brands ranging from M&M's and Whiskas to Pringles and Pop-Tarts.

Mars had said the combined snacking business will generate around $36bn in annual revenues and be headquartered in Chicago, serving more than 145 markets.

The deal also marked the last major regulatory hurdle, allowing closure to proceed on 11 December, after Kellanova shareholders backed the tie-up in November.

Once completed, Kellanova's stock would be delisted from the New York Stock Exchange, ending a century-long run of dividend payments as an independent company previously known as Kellogg's.

Both firms presented the merger as a strategic expansion, with Mars CEO Poul Weihrauch saying the focus would now turn to integrating staff and "creating an even more innovative global snacking business".

Kellanova boss Steve Cahillane described the combination as uniting "two purpose-driven and principles-led companies" and said its brands would benefit from Mars' broader global footprint.

The Commission's approval left just two other major transactions in its extended review pipeline - MMG's proposed acquisition of Anglo American's nickel business, and Universal Music Group's planned purchase of Downtown.

Reporting by Josh White for Sharecast.com.