Acquiror 10VB8 LLC — Combination C-2024/11/1212

Notice under Section 6(2) of the Competition Act, 2002 given by Acquiror 10VB8 LLC

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Order under Section 31(1) of the Competition Act, 2002

1. On 25th November 2024, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Acquiror 10VB8 LLC (Acquiror/Acquirer). The Notice was filed pursuant to the execution of (i) Agreement and Plan of Merger, dated 13th August 2024, executed by and amongst Kellanova, Acquirer, Merger Sub 10VB8 LLC (Merger Sub) and Mars Incorporated (Mars) and (ii) Three separate Voting Agreements, dated 13th August 2024, executed by Acquirer with (a) W.K. Kellog Foundation Trust, (b) KeyBank National Association, and (c) certain Stockholders of Kellanova1.

2. The Proposed Combination envisages the acquisition of all the outstanding equity shares of Kellanova by Acquiror, in the manner detailed below – (i) Merger Sub will merge with and into Kellanova; and (ii) Kellanova will be the surviving entity and become an indirectly wholly owned subsidiary of Mars.

1 Includes (i) Gund Family Twelfth Investment Partnership; (ii) Gund Family Thirteenth Investment Partnership; (iii) G. Zachary Gund Article III, LLC; (iv) GCG Investments, LLC; (v) Dionis Trust; and (vi) the Marital Trust for Gordon Gund.

Combination Registration Number: C-2024/11/1212

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 5th December 2024, certain information and clarifications were sought from the Acquirer. The response to this letter was submitted by the Acquirer on 13th December 2024.

4. The Acquirer is a limited liability company created specifically for the Proposed Combination (having no business activities), and is a wholly owned direct subsidiary of Mars.

5. Mars, the ultimate parent company of the Mars Group (Acquirer Group), is a family-owned global business, headquartered in McLean, Virginia, United States of America. Mars is a supplier of confectionery, food products, and pet food and animal care services. In India, Mars’ snacking division supplies only sweet confectionary, such as chocolate confectionary, sugar confectionary and gum.

6. Kellanova (formerly Kellogg Company), headquartered in Chicago, Illinois, is a Delaware corporation listed on the New York Stock Exchange. Kellanova principally manufactures and markets: snacks (such as crackers, savoury snacks, toaster pastries, granola, snack bars and bites); and convenience foods (such as breakfast cereals, frozen waffles, veggie foods, and noodles). In India, Kellanova supplies breakfast cereals (such as Kellogg’s Corn Flakes, Kellogg’s Chocos, Kellogg’s Muesli, Kellogg’s Chocos Fills, Kellogg’s Oats) and potato crisps (Pringles) only [Hereinafter, Acquirer, Acquirer Group and Kellanova are collectively referred to as Parties].

7. For the purpose of overlap assessment, the activities of the Acquirer Group, Acquirer and Kellanova (including their affiliates) have been considered. Considering their presence, it was observed that the Acquirer Group exhibits a horizontal overlap with Kellanova, in the market for snacks in India.

8. The Commission observed that, considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraph, the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open.

Combination Registration Number: C-2024/11/1212

9. The combined market share of the Parties in the horizontally overlapping markets for snacks in India, on the basis of value of sales, is in the range of [0-5]%. Further, the market segment of snacks in India is fragmented with the presence of several other competitors, namely Parle, Britannia, Mondelez, ITC, Pepsi etc. Therefore, given the miniscule presence of the Parties and/or their affiliates, no competition concern seems to arise from the proposed combination.

10. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

11. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

12. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

13. The Secretary is directed to communicate to the Acquirer accordingly.