Cérélia / Jus-Rol merger inquiry

The CMA is investigating the completed acquisition by Cérélia Group Holding SAS (either directly or indirectly) of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc.

From:
Competition and Markets Authority
Published
4 February 2022
Last updated
11 April 2024 — See all updates
Case type:
Mergers
Case state:
Open
Market sector:
Food manufacturing
Opened:
4 February 2022

Phase 2

Administrative timetable

Referral date: 15 June 2022

Statutory deadline: 24 January 2023

Contact

Cerelia.Jus-Rol@cma.gov.uk

Court of Appeal judgment

11 April 2024: In a unanimous judgment, the Court of Appeal has fully dismissed Cérélia’s appeal against the Competition Appeal Tribunal’s judgment.

Directions to appoint a hold separate manager

30 January 2024: pursuant to paragraph 7 of the Final Undertakings offered by Cérélia on 11 April 2023, the CMA directed Cérélia to appoint a hold separate manager.

Competition Appeal Tribunal judgment

1 September 2023: The Competition Appeal Tribunal has dismissed all grounds of Cérélia’s appeal.

Remedy Group appointed

12 April 2023: The CMA has appointed the Remedy Group.

Margot Daly (Chair), Anne Fletcher, Robin Foster and Sheila McClelland.

Final undertakings

11 April 2023: The CMA has accepted final undertakings and the reference has now been fully determined.

Amendments/consents granted

Notice of proposal to accept final undertakings

10 March 2023: The CMA gives notice of the proposal to accept final undertakings and is inviting comments on the proposed draft undertakings by 5pm on 24 March 2023.

Final report

20 January 2023: The CMA has published its final report.

Responses to provisional findings and possible remedies

Provisional findings

4 November 2022: The CMA has provisionally found competition concerns as part of its in-depth investigation of the completed acquisition by Cérélia Group Holding SAS (either directly or indirectly) of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc.

The deadline for submitting responses to the provisional findings is 5pm on Friday 25 November 2022.

The deadline for submitting responses to the notice of possible remedies is 5pm on Friday 18 November 2022.

Notice of extension of statutory period

Responses to the issues statement

Issues statement

15 July 2022: The issues statement sets out the scope of the inquiry. It outlines initial theories on what might be adversely affecting competition, but it does not set out findings or conclusions. The deadline for submissions on the issues statement is 5pm, 29 July 2022.

Initial phase 2 submission

Directions to appoint a monitoring trustee

15 July 2022: On 27 June 2022, pursuant to an initial enforcement order dated 12 May 2022, the CMA directed Cérélia Group Holding SAS to appoint a monitoring trustee.

Inquiry group appointed

15 June 2022: The CMA has appointed the inquiry group.

Margot Daly (Chair), Anne Fletcher, Robin Foster and Sheila McClelland.

Terms of reference

15 June 2022: The CMA has referred the completed acquisition by Cérélia Group Holding SAS (either directly or indirectly) of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc. for an in-depth investigation.

Phase 1

Statutory timetable

Phase 1 Action
30 May 2022 Decision announced
31 March to 14 April 2022 Invitation to comment
31 March 2022 Launch of merger inquiry
3 February 2022 Initial enforcement order

Reference decision

15 June 2022: The CMA has referred the completed acquisition by Cérélia Group Holding SAS (either directly or indirectly) of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc. for an in-depth investigation, on the basis that, on the information currently available to it, it is or may be the case that this merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.

Reference unless undertakings accepted

30 May 2022: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.

Re-issue of initial enforcement order

12 May 2022: The CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002, in relation to the completed acquisition by Cérélia Group Holding SAS (either directly or indirectly) of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc.

Revocation order

12 May 2022: The Competition and Markets Authority (CMA) has made a Revocation Order under section 72(4) of the Enterprise Act 2002 in relation to the completed acquisition by Cérélia Group Holding SAS (either directly or indirectly) of certain assets relating to the UK and Ireland dough business (Jus-Rol) of General Mills, Inc. This Order revokes the initial enforcement order that the CMA imposed on 3 February 2022 and is without prejudice to the CMA’s ongoing investigation into the acquisition.

Launch of merger inquiry

31 March 2022: the CMA announced the launch of its merger inquiry by notice to the parties.

Invitation to comment: closed

31 March 2022: The CMA is considering whether it is or may be the case that this transaction has resulted in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

To assist it with this assessment, the CMA invites comments on the transaction from any interested party.

Initial enforcement order

3 February 2022: The CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 in relation to the completed acquisition by Cérélia UK Ltd of certain assets relating to the dough business of General Mills Inc.

Amendments / consents granted

Contact

Please send written representations about any competition or public interest to general.enquiries@cma.gov.uk.

Published 4 February 2022
Last updated 11 April 2024 + show all updates

  1. Court of Appeal judgment update published.

  2. Derogation letter published

  3. Directions to hold a separate manager published

  4. Link to CAT judgment added to the page

  5. Notice to accept final undertakings, final undertakings and derogation published.

  6. Notice of proposal to accept final undertakings, with draft undertakings document, published.

  7. Derogation published.

  8. Final report, appendices and glossary published.

  9. Summary of final report published.

  10. 4 responses to provisional findings published.

  11. Response to notice of possible remedies published.

  12. Derogation published.

  13. Provisional findings report and appendices published

  14. Summary of provisional findings, notice of provisional findings and notice of possible remedies published.

  15. Variation of derogation published.

  16. Revised administrative timetable and notice of extension published.

  17. Response to issues statement published.

  18. Full text of phase 1 decision, administrative timetable, directions to appoint a monitoring trustee, initial submission and issues statement published.

  19. Decision to refer to phase 2 and terms of reference published.

  20. Summary of Phase 1 decision published.

  21. Derogation published.

  22. Revocation order and re-issue of initial enforcement order published.

  23. Merger inquiry launched and commencement notice published.

  24. Derogation published.

  25. Derogation published.

  26. Derogation letter published.

  27. First published.

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