The Belgian Competition Authority (BCA) has now published its decision of 16 June 2025 (the Decision) in which it decided to terminate its investigation of the proposed acquisition of the artisan bakery segment of Ceres by Dossche Mills Group (Dossche) (see, attachment).  Back in March 2025, the parties had advised the BCA that they would abandon the transaction (see, VBB Belgian Antitrust Watch – News and Insights of 24 March 2025).

The BCA had started its inquiry in January 2025 based on Article 101 of the Treaty on the Functioning of the European Union (TFEU), and Article IV.1 of the Code of Economic Law (CEL) (see, VBB Belgian Antitrust Watch – News and Insights of 23 January 2025). It could not rely on the merger control rules because the transaction failed to reach the financial thresholds for notification.

Two aspects of the Decision stand out.

First, the analysis of the proposed transaction is not based on Article 101 of the TFEU or Article IV.1 of the CEL but is a straightforward application of the merger control rules, including the European Commission’s administrative practice under the European Merger Regulation to deal with horizontal mergers (Decision, §46). The BCA’s approach seems to imply that mergers and acquisitions will always be assessed under the same analytical framework, regardless of whether the transaction satisfies the financial thresholds for merger review. This approach is highly debatable and, contrary to what the BCA indicates, does not serve legal certainty (Decision, § 46). On the contrary, the BCA would seem to have given itself the possibility to review any merger or acquisition, regardless of whether that transaction reaches the thresholds for notification under applicable Belgian merger control rules.

Against this backdrop, creating a regulatory framework that defines the conditions under which the BCA is allowed to exercise “call-in powers” for sub-threshold concentrations would seem to be preferable (see, VBB Belgian Antitrust Watch – News and Insights of 18 April 2025). The ball is now in the court of the federal parliament.

Second, the BCA attributed considerable weight to the fact that, if implemented, the transaction would have been one of several which Dossche has carried out over the last few years in relevant markets (Decision, §93 and following). According to the BCA, which echoes a concern expressed in other cases by the Dutch competition authority, this series of “roll-up” acquisitions (referred to as “stringing beads” or “kralen rijgen”) showed Dossche’s desire to gradually reduce the competitive pressure on the relevant market at the expense of customers and consumers (Decision, §106).