Vandemoortele/Délifrance Deal Referred to Phase 2 Investigation
Summary
The CMA has referred Vandemoortele's proposed acquisition of Délifrance to a Phase 2 in-depth investigation after Vandemoortele failed to formally submit an approved buyer for proposed divestitures within the allotted period. At Phase 1, the CMA found the merger could make Vandemoortele the largest supplier of frozen viennoiserie products in the UK by a considerable margin, potentially leading to higher prices or lower quality for customers. The businesses had proposed selling Délifrance's UK laminated dough business along with 2 production facilities in France (Avignon and Béthune), but the resolution period expired without a formal buyer proposal. An independent panel of experts will now investigate the competition concerns in detail.
“The deal has now been referred to an in-depth phase 2 inquiry, which will be led by an independent panel of experts who will investigate the concerns in more detail.”
Food and beverage manufacturers considering mergers that would create significant market concentration should ensure any proposed divestitures include fully-formed buyer proposals before CMA deadlines. The Vandemoortele/Délifrance case demonstrates that a proposed remedy without a named and approved purchaser will not prevent escalation to Phase 2 investigation, prolonging regulatory uncertainty and increasing transaction risk.
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What changed
The CMA has moved the Vandemoortele/Délifrance merger to Phase 2 investigation after Vandemoortele missed a deadline to formally propose a buyer for the required divestitures. The Phase 1 investigation identified that the combined entity could become the largest supplier of frozen viennoiserie products in the UK by a considerable margin, with potential for substantially reduced competition leading to higher prices or lower quality. The proposed remedy of selling Délifrance's UK laminated dough business plus 2 French production facilities was deemed potentially capable of resolving concerns, but Vandemoortele did not submit a formal buyer proposal before the resolution period expired.
The move to Phase 2 means an independent panel will conduct a detailed examination of whether the merger would substantially lessen competition in the UK frozen viennoiserie market. Parties considering similar food manufacturing mergers should note that CMA requires timely submission of complete divestiture proposals, including named buyers, within prescribed periods to resolve Phase 1 concerns.
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Apr 23, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
Press release
Review of Vandemoortele / Délifrance deal moves to in-depth investigation
Referral to phase 2 comes after period to resolve concerns has expired.
From: Competition and Markets Authority Published 22 April 2026
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In December 2025, the Competition and Markets Authority (CMA) stated that Vandemoortele’s proposal to sell 2 production facilities in France, in Avignon and Béthune to a purchaser to be approved by the CMA, might be capable of resolving its competition concerns. However, the period to resolve those concerns has now expired, and Vandemoortele has not formally submitted a proposed buyer for approval by the CMA. The transaction is therefore being referred for a phase 2 investigation.
Vandemoortele and Délifrance each supply frozen viennoiserie products – such as croissants and pains au chocolat – to supermarket and foodservice customers. Supermarkets and other customers bake these products in their in-house bakeries and sell or serve them to consumers.
At phase 1, the CMA found that the merger could lead to Vandemoortele becoming the largest supplier of frozen viennoiserie products in the UK by a considerable margin, and could substantially affect competition in the supply of these products, potentially leading to higher prices or lower quality for customers in the UK.
The businesses proposed to sell Délifrance’s UK laminated dough business together with 2 production facilities in France. At the time, the CMA believed the proposal might resolve its concerns. While the CMA has engaged closely with Vandemoortele to support its delivery of a resolution, Vandemoortele has not put forward a proposed sale.
The deal has now been referred to an in-depth phase 2 inquiry, which will be led by an independent panel of experts who will investigate the concerns in more detail.
More information about the investigation is available on the case page.
Notes to editors
- All enquiries from journalists should be directed to the CMA press office by email on press@cma.gov.uk or by phone on 020 3738 6460.
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Published 22 April 2026
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