Milbank LLP advised Unternehmensgruppe Theo Müller, S.e.c.s., Luxembourg (UTM) on all merger control-related aspects concerning the acquisition of the brands Landliebe, Tuffi and Südmilch brands, and additional brands for dairy products from Royal FrieslandCampina N.V., Netherlands. The acquisition was approved under a condition subsequent by the German Federal Cartel Office on February 22. 2023, following an extended in-depth phase 2 review.
Due to the market presence of UTM with dairy products, in particular under its brands Müller and Weihenstephan brands, and due to the brand awareness of the Landliebe brand in Germany, the German Federal Cartel Office undertook an in-depth review of the competitive effects of the acquisition. Although the actual market share increments were limited, the Federal Cartel Office initially notified UTM of its intention to prohibit the transaction due to competitive concerns in the areas of fresh flavoured dairy drinks, plain basic milk drinks and rice pudding. UTM was able to overcome the competitive concerns with tailored remedy proposals. The remedies mainly provide for the divestment of the Tuffi brand as well as exclusive licences for the Landliebe brand for the production and distribution of fresh flavoured dairy drinks and rice pudding. Remedies in the form of licences as well as remedies designed as a condition subsequent (which allows the parties to close the acquisition immediately even before the remedies have been fulfilled) are uncommon in the decision-making practice of competition authorities. However, UTM managed to convince the Federal Cartel Office that the proposed remedies are sufficient and appropriate in the present case.
With around 31,700 employees, an annual turnover of EUR 7 billion and 19 production sites worldwide, UTM is a family-run, international business active in the areas of dairy, fish and delicacies, dressings, sauces and services. In Germany, the dairy products under the Müller and Weihenstephan brands are especially well-known.
The Milbank team that advised Unternehmensgruppe Theo Müller on merger control related aspects, was led by partner Alexander Rinne and included associates Nils Bremer and Jan Maas (all Antitrust).
