The ruling in brief:
- The European Commission concluded the Mars–Kellanova merger was unlikely to materially strengthen the company’s bargaining power with retailers, despite the strength of its brands.
- Consumer behaviour, retailer testimony and real-world delisting evidence played a decisive role in the Commission’s assessment, outweighing theoretical concerns about portfolio effects.
- The ruling is likely to influence future food and beverage merger reviews by placing greater emphasis on empirical evidence than brand size or market share alone.
Mars completed its $36bn acquisition of Kellanova eight months ago. But it wasn’t until 24 July that the European Commission published the full public version of the decision clearing the deal – a far more detailed account than the one-line ‘unconditional approval’ headlines suggested at the time.
When Mars unveiled its bid in August 2024, the industry braced for one of the most closely scrutinised mergers in food history: M&M’s, Snickers and Twix combined with Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats and Kellanova’s international cereal business. Brussels worried, too: in June 2025, it opened a full Phase II investigation, warning the combination could hand Mars extra leverage over retailers and push up prices while European food inflation was already running hot.
Six months later, the concern had evaporated. The Commission cleared the deal on 8 December 2024 without a single divestment or remedy attached. “We looked very carefully at this deal to make sure that Mars would not gain extra power over retailers, power that could lead to for example higher prices for shops and, ultimately, for consumers,” said Teresa Ribera, executive VP for Clean, Just and Competitive Transition. “Our review found no evidence that this risk exists, so we have decided to approve the acquisition. We will continue to make full use of our powers under the Merger Regulation to ensure that competition keeps food prices affordable.”
The 109-page decision, published in public form on 24 July, shows the Commission’s full ruling, including the testimony it gathered from retailers and rival manufacturers during the investigation.
Retailers left no doubt about how they saw the brands at stake. One told the Commission that ‘Pringles is a very important brand with no direct substitute’. Another said Kellanova ‘holds a structurally dominant position in the cereals category across most major European markets’. A rival food manufacturer went further on Mars’ gum business in Germany, saying Wrigley ‘resembles a monopoly-like position’ there. Retailers also described real financial pain when the brands were unavailable: one said losing Mars products for three months saw ‘margins were going down for that specific product range’, while another reported ‘a significant turnover reduction’ after a three-month pet food supply gap.
The theory that didn’t hold up
Retailers’ testimony revealed just how much bargaining power these brands give Mars. But the Commission’s decision rested on testing that belief against hard purchasing data, not accepting it at face value.
According to its published analysis, the investigation rested on a ‘bargaining power’ theory: a bigger portfolio would let Mars link negotiations across categories, so a retailer refusing a price rise on chocolate risked losing access to Pringles, too. For that theory to hold, three conditions needed to be true together: consumers switching supermarkets entirely rather than skipping the missing product (the ‘basket effect’); real loyalty to Mars and Kellanova brands specifically; and meaningful overlap between the two companies’ customer bases.
The investigation, however, didn’t emerge from nowhere. The Commission’s own brief notes that several EEA retailers raised concerns Mars’ enlarged portfolio would leave them unable to resist price rises for fear of losing must-have brands. Those concerns helped trigger the Phase II investigation.
The Commission tested those theories using consumer surveys and NielsenIQ retail panel data, and found each weaker than expected. Pringles, despite being flagged by retailers as a ‘must-have’ brand, turned out to be largely an impulse purchase driven by instore visibility rather than brand-seeking. Breakfast cereal demand was already declining. Crucially, the Commission also examined a natural experiment: a large-scale delisting of Mars and Kellanova products at EDEKA and its Netto discount chain stores in Germany. Most shoppers didn’t switch retailer when the brands disappeared – they simply stopped buying them or substituted, with no measurable bump in sales at competing chains.
That evidence proved pivotal. Rather than supporting retailers’ fears, it suggested the merger would not materially strengthen Mars’ bargaining power. It also explains why the Commission didn’t need to settle whether Mars and Kellanova held outright market power in certain categories; according to its decision, the evidence showed the merger was unlikely to worsen retailers’ negotiating position either way.
The emergence of the ultimate snack portfolio
Whatever regulators concluded about individual categories, the commercial opportunity for Mars extends well beyond crisps. The deal created one of the broadest snacking portfolios the industry has seen – confectionery, salty snacks, cereal, breakfast, protein bars, gum and baked goods – generating an estimated $36bn in combined annual revenue across nine billion-dollar brands.
So, which Kellanova brands become the new stars?
Pringles is the obvious winner – already global, and a natural fit for flavour innovation and emerging-market expansion. Cheez-It may be the bigger long-term opportunity: dominant in North America but still modest internationally. Pop-Tarts has already shown it can travel beyond breakfast, riding convenience and social-media-driven snacking occasions.
RXBAR fits neatly with Mars’ growing interest in protein and functional nutrition. MorningStar Farms sits awkwardly outside that logic – a plant-based business inside a company whose growth engine is now overwhelmingly indulgent snacking. Whether Mars keeps investing in it will say a lot about how seriously it takes its ‘better-for-you’ ambitions.
A merger that says more about the market than the companies
The most important lesson from this deal may have little to do with Mars at all. The Commission looked at one of the largest collections of snack brands ever assembled and, using real purchasing data rather than assumptions about brand power, concluded it would still face intense competition from rivals, retailer own-label and consumers who switch more readily than bargaining theory predicted.
Scale still matters – the Commission’s brief notes Mars has historically linked negotiations across categories to its advantage. But this decision suggests scale alone is no longer enough to prove harm, in a market where purchase patterns and retailer behaviour now carry real evidential weight. Any manufacturer eyeing a portfolio-broadening acquisition should expect regulators to test bargaining-power claims against real delisting data, not just market-share arithmetic.
The Mars-Kellanova decision is already becoming a reference point for competition lawyers. In a May briefing, international law firm Cleary Gottlieb identified the case as an important test of the European Commission’s evolving ‘portfolio effects’' theory – whether combining complementary brands can increase a supplier’s leverage with retailers. The Commission’s own Competition Merger Brief, published after the decision, also underscores a broader lesson: theories of competitive harm must ultimately be borne out by robust empirical evidence. In the Mars-Kellanova case, retailer testimony, consumer surveys, NielsenIQ purchasing data and a real-world delisting event all pointed to the same conclusion – that the merger would not significantly strengthen Mars’ bargaining power despite the strength of its brands.
Eight months in, Mars’ integration of Kellanova is only just getting started. But the verdict has made one thing clear: in today’s market, no brand – not even Pringles – is treated as too powerful to face real competition. That’s likely to shape how the next wave of food mergers gets judged, and how manufacturers of every size think about what still gives them an edge.