T&L Sugars/Tereos merger inquiry

The CMA investigated the anticipated acquisition by T&L Sugars Limited of the UK packing and distribution site and business-to-consumer activities of Tereos United Kingdom and Ireland Limited from Tereos SCA.

From:
Competition and Markets Authority
Published
12 January 2024
Last updated
28 October 2024 — See all updates
Case type:
Mergers
Case state:
Closed
Market sector:
Food manufacturing
Outcome:
Mergers - phase 2 clearance
Opened:
12 January 2024
Closed:
26 September 2024

Phase 2

Administrative timetable

Referral date: 22 March 2024

Statutory deadline: 5 September 2024

Contact

Please send written representations about any competition or public interest to [email protected].

Competition Appeal Tribunal judgment

25 October 2024: On 22 April 2024 Tereos appealed to the Competition Appeal Tribunal (CAT) challenging the publication of the Phase 1 Decision. An interim injunction was granted by the CAT against the CMA on 22 April 2024, which prevented the CMA from publishing the Phase 1 Decision containing references to the CMA’s consideration of the Exiting Firm Counterfactual pending further order of the CAT.

Following a hearing in the CAT on 23 May 2024, the CAT made an order on 16 July 2024 discharging the injunction on the basis that “in deciding to publish the Phase 1 Decision with the inclusion of the [disputed] information… the CMA did not make any error of law and did not act irrationally”. The CMA was able to publish the Phase 1 Decision at that time. The judgment has been handed down today following the completion of the transaction. Tereos’s appeal was dismissed on all grounds.

A spokesperson for the CMA said:

“The CMA welcomes the CAT’s judgment which found in our favour on both grounds. The judgment serves as a reminder that the CAT will largely defer to the CMA about the information it considers necessary or important to publish to effectively conduct its work. The CMA carefully assesses the need to publish information and the harm that it may or may not cause to individuals and businesses. In this case, the Tribunal has found no valid basis for undermining the CMA’s assessment.”

Notice of penalty

26 September 2024: The CMA has published a notice of a penalty imposed on Tereos SCA and Tereos United Kingdom and Ireland Limited (together ‘Tereos’) on 25 September 2024 under section 110 of the Enterprise Act 2002 (the ‘Act’). The CMA found that Tereos, without reasonable excuse, failed to comply in full with the requirements imposed on it by the notice issued to Tereos under section 109 of the Act on 12 April 2024.

Final report

3 September 2024: The CMA has published its final report:

Provisional findings

6 August 2024: The CMA has provisionally cleared the anticipated acquisition by T&L Sugars Limited of certain assets of Tereos United Kingdom and Ireland Limited.

The deadline for submitting responses to the provisional findings is 27 August 2024, 5pm.

Updated issues statement and Phase 1 Decision

17 July 2024: The CMA has today published further unredacted versions of the Decision on relevant merger situation and substantial lessening of competition full text (Phase 1 Decision) and the issues statement. The additional text is relevant to the CMA’s assessment of the counterfactual and is included in Section 4 of the Phase 1 Decision and paragraphs 15 to 18 of the issues statement. We welcome any additional responses from interested third parties on these documents. The deadline for submissions on these documents is 31 July 2024, 5pm.

Responses to the issues statement

Issues statement

26 April 2024: 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, 10 May 2024.

Inquiry group appointed

3 April 2024: The CMA has appointed the inquiry group.

Terms of reference

22 March 2024: The CMA has referred the anticipated acquisition by T&L Sugars Limited of certain assets of Tereos United Kingdom and Ireland Limited for an in-depth investigation.

Statutory timetable

Phase 1 Action
8 March 2024 Decision announced
12 January 2024 Launch of merger inquiry
12 January to 26 January 2024 Invitation to comment

Phase 1

Reference decision

22 March 2024: The CMA has referred the anticipated acquisition by T&L Sugars Limited of certain assets of Tereos United Kingdom and Ireland Limited 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 may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.

Reference unless undertakings accepted

8 March 2024: 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. The transaction will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.

Launch of merger inquiry

12 January 2024: The CMA announced the launch of its merger inquiry by notice to the parties.

Invitation to comment: closed

12 January 2024: The Competition and Markets Authority (CMA) is considering whether it is or may be the case that this transaction, if carried into effect, will result 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 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.

Written representations about any competition issues should be provided by the deadline set out above.

Your name and contact details are your personal data. In collecting, receiving, storing, accessing and using your personal data, the CMA, as controller, is processing your personal data. The CMA processes personal data in accordance with data protection law. The CMA is processing your personal data so that it can contact you again, should it need further help or information from you, in order to carry out its merger work under Part 3 of the Enterprise Act 2002. For more information about how the CMA processes personal data and your rights relating to that data, please see our privacy notice.

Updates to this page

Published 12 January 2024
Last updated 28 October 2024 + show all updates

  1. Competition Appeal Tribunal judgment published.

  2. Notice of penalty published.

  3. Final report, appendices and glossary, and summary of final report published.

  4. Detailed provisional findings published.

  5. Provisional findings published.

  6. Tereos response to the issues statement published.

  7. Phase 1 decision published.

  8. TLS response to issues statement published.

  9. Phase 2 issue statement published.

  10. Full text decision of Reference unless undertakings accepted published.

  11. Administrative timetable published

  12. Inquiry group published.

  13. Decision to refer and Terms of reference published.

  14. Summary of phase 1 decision published.

  15. Reference unless undertakings accepted published.

  16. First published.

Contents