Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: EC opens investigation into Mars’ proposed $35.9 billion acquisition of Kellanova, while FTC ends its inquiry, (Jun 26, 2025)

By Jody Coultas, J.D.

The Commission is concerned that consolidation of popular snack and food products makers could cost consumers.

The European Commission announced that it has opened an in-depth investigation to assess the proposed acquisition of Kellanova by Mars in order to investigate whether the transaction will lead to higher prices for consumers due to Mars' increased negotiating power towards retailers. However, the FTC has closed its nearly year-long investigation after finding that the merger did not pose anticompetitive concerns.

Mars, headquartered in the US, manufactures and sells confectionery, food products, pet food and animal care services. Its portfolio comprises, among others, Twix, Skittles, Airwaves, Ben’s Original™, CESAR®, Cocoavia®, DOVE®, EXTRA®, KIND®, M&M’s®, SNICKERS®, PEDIGREE®, ROYAL CANIN®, and WHISKAS®.

Kellanova (formerly Kellogg Company), headquartered in the US, manufactures and markets principally salty snacks and cereals, including Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, NutriGrain® RXBAR®, Eggo® and MorningStar Farms®. In 2023, Kellanova, spun off its North American cereal business, WK Kellogg Co, resulting in two independent, public companies.

The parties each have a strong market position in several product markets in multiple Member States. This is in part due to the fact that they carry brands that are considered must-have for end consumers. The EC noted that by enlarging its product portfolio with the addition of Kellanova's brands, Mars could increase its bargaining power vis-à-vis retailers. Mars could use this increased leverage to, for example, extract higher prices during negotiations, which in turn would lead to higher prices for consumers.

Several retailers across Europe have raised concerns about Mars' increased bargaining power, should it be able to add Kellanova's must-have brands to its existing portfolio. As a result, retailers could be forced to accept higher prices, in order to avoid not being able to offer the products of Mars and Kellanova. Consumers could decide to change supermarket if they cannot find the products they are looking for.

The Commission has therefore decided to raise serious doubts as to the impact of the transaction on competition, in relation to the supply of many of the parties' products in several Member States. The Commission will now carry out an in-depth investigation into the effects of the proposed transaction to determine whether these initial competition concerns are confirmed.

FTC enforcement. The FTC terminated its investigation into the merger, finding that it did not meet the standard for an anticompetitive merger under Section 7 of the Clayton Act. Daniel Guarnera, Director of the Bureau of Competition said that the FTC staff “closely reviewed every aspect of this transaction, including both specific product markets and potential portfolio effects from the acquisition.” The investigation, which took almost a year, included “dozens upon dozens of interviews with non-parties at all levels of the supply chain (including large chains and small, independent businesses), extensive data analysis, sworn testimony from party witnesses, and the review of hundreds of thousands of documents.”

The FTC noted that Mars and Kellanova offer different products in other countries than they do in the United States, and they face different market participants, consumer preferences, and shopping practices. Specifically, Kellanova continues to sell breakfast cereal in other markets.

Companies: Mars, Incorporated; Kellanova

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