EU Commission Approves Saria Acquisition of Teeuwissen, Quintet, Jagero II and Bioiberica

The Commission's investigation confirmed that the proposed transaction would not raise competition concerns, because the merged entity will continue to face competition from a number of players. The proposed transaction leads to horizontal overlaps in the United Kingdom and France between Saria on the one hand and Teeuwissen and Jagero II on the other in the markets for animal by-products of the slaughtering process that are used to produce wet pet food.

Feb 10 2012 --- The European Commission has cleared under the EU Merger Regulation the proposed acquisitions by the German company Saria Bio-Industries AG & Co. KG of sole control over Quintet Beheer B.V. of the Netherlands and Bioiberica S.A. of Spain, as well as Saria's acquisition of joint control over Teeuwissen Holding B.V. of the Netherlands and Jagero Holding II S.L. of Spain. The Commission's investigation confirmed that the proposed transaction would not raise competition concerns, because the merged entity will continue to face competition from a number of players.

The proposed transaction leads to horizontal overlaps in the United Kingdom and France between Saria on the one hand and Teeuwissen and Jagero II on the other in the markets for animal by-products of the slaughtering process that are used to produce wet pet food.

In the UK, Saria is already the market leader through its interest in the Prosper de Mulder Group. The Commission concluded that the proposed acquisition would increase Saria's presence only to a very limited extent. The Commission's market investigation showed that the merged entity would not hold significant market power that would allow it to increase prices, because large competitors such as the Leo Group and local slaughterhouses exercise sufficient competitive pressure. Moreover, no significant barriers to entry would prevent overseas suppliers of wet pet food ingredients from selling into the UK market.

In France, the horizontal overlap between the parties' activities is relatively minor and the proposed transaction would not appreciably modify the market structure. The parties will continue to face competitive constraints by a number of important players including the market leader Prodia.

The Commission therefore concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA)1 or any substantial part of it.

The transaction was notified to the Commission on 6 January 2012.

Saria recycles and manages animal, vegetable and agricultural by-products. It manufactures products and ingredients for human consumption, animal nutrition, agricultural and industrial applications, biodiesel and biogas. Saria is part of the privately-owned Rethmann Group which also has activities in (i) waste disposal, water management and recycling and (ii) logistics.

Teeuwissen is a Dutch holding company active in the commercialisation of meat for human consumption and the purchase and processing of abattoir by-products (ABPs). The ABPs purchased by Teeuwissen are used inter alia (i) for the production of casings used for sausages and other products, (ii) for the production of active pharmaceutical ingredients (APIs) and (iii) as ingredients for wet pet food. Wet pet food, which is typically sold in cans, has a higher moisture content than dry pet food sold in bags.

Jagero II is a Spanish holding company active in the commercialisation of meat for human consumption, the production of casings and the processing of ABPs used by various industries including the pharmaceutical and pet food industries.

Quintet is a Dutch holding company with interests in companies with very limited activities in the processing of ABPs mainly outside the European Union.

Bioiberica is a Spanish company which is active in production and commercialisation of APIs and to a lesser extent finished dose pharmaceutical products.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).