The Bundeskartellamt has today cleared the acquisition of up to 92 Real stores by Kaufland, which is part of the Schwarz Group, from SCP Retail S.àr.l., subject to conditions. The authority has at the same time cleared the acquisition from SCP of up to 24 Real stores by the Globus Group.

Kaufland is part of the Schwarz Group to which the Lidl food retail chain also belongs. With a turnover of around 113 billion euros worldwide the Schwarz Group is by far the largest food retailer in Europe. Its turnover in Germany amounts to approx. 39 billion euros. Kaufland operates approx. 670 self-service department stores and superstores. With its 39 regional companies Lidl operates a distribution network of approx. 3,200 stores and is the largest discounter worldwide with altogether 10,800 outlets in 32 countries.

SCP, which is controlled by the Russian investment company Sistema, acquired all of the previously 276 Real stores from Metro. In 2018/2019 the Real stores achieved a turnover of approx. seven billion euros.

Globus operates 47 self-service department stores in Germany and achieves a turnover of 4.5 billion euros in Germany (in total 6.8 billion euros worldwide).

The acquisition of food retail businesses always affects two different sides of the market: The sales side, where retailers serve consumers, and the procurement side, where suppliers serve retailers.

Sales side:

Andreas Mundt, President of the Bundeskartellamt: “We want to make sure that there are a sufficient number of different food retailers between which consumers can choose when they shop locally. So we are allowing Kaufland to acquire only up to 92 Real stores instead of the 101 notified by the company. Otherwise this would have greatly limited shopping alternatives for consumers and restricted competition in the regional markets affected. From a consumer perspective Globus’s acquisition of Real stores in all the regions concerned is unproblematic.”

How many of the up to 92 Real stores cleared under competition law Kaufland can ultimately acquire still depends on various factors. Some of these stores could also be acquired by medium-sized retailers like Globus subject to further commitments on the procurement side; in other cases Kaufland still has to come to an agreement with the current commercial landlords. Whether Globus will be able to acquire all of the up to 24 stores cleared remains to be seen as well. In any case, compared to Globus’s existing 47 self-service department stores, the cleared acquisition opens up significant expansion possibilities for the company.

Based on payback data the authority was able to identify the area in which 90 percent of all customers of the respective Real store are resident. This area constitutes the relevant geographic market of the Real store concerned. Particularly in-depth analyses were carried out in the so-called key area in which two-thirds of all customers are resident. Apart from self service department stores, superstores and supermarkets, organic supermarkets are also included in the market. Not included, however, are specialist shops such as bakeries or drugstores. Consumer behaviour was also analysed in the form of a consumer survey. Where the combined market share of the Schwarz Group including the Real stores amounts to 35-40 percent or more in a regional sales market, the competition conditions in those markets were examined in more detail.

As a result and by way of a commitment, Kaufland has abandoned its plans to acquire the nine Real stores in Bedburg, Heidenau, Hemer, Heidenheim, Brandenburg, Neubrandenburg, Horb, Dülmen and Falkensee because of the Bundeskartellamt’s competition concerns.

Procurement side;

Accounting for more than 75 percent of the total sales, the food retail sector is by far the largest sales channel for food manufacturers. The four big retailers Edeka, Rewe, and the Schwarz Group with Lidl, Kaufland and Aldi account for more than 85 percent of the total sales. Real’s total share of the procurement side was less than 5 percent.

Andreas Mundt, President of the Bundeskartellamt: “With this acquisition the Schwarz Group is further expanding its strong market position in food purchasing. The conditional clearance of the acquisition was possible because in return SCP undertook to sell Real stores with a total purchase volume of at least 200 million euros to medium-sized food retailers. In this way we are strengthening medium-sized retailers as an important sales alternative for food manufacturers and suppliers in Germany. It was not expected from the divestiture process that medium-sized retailers would have been able to acquire any of the stores without the Bundeskartellamt’s intervention.”

Real was previously a member of the medium-sized purchasing cooperation RTG which was weakened by Real’s exit from the market. On 1 August 2020 Globus joined RTG, adding its procurement volume to the purchasing cooperation.

In spite of the highly concentrated procurement market, it also has to be considered in the assessment under competition law that there is a certain degree of competition in procurement between the four leading retail chains. The commitment undertaken by SCP on the procurement side and Kaufland's commitment not to acquire the nine stores ensure that the increase in procurement volume will be limited.

Another factor which played a role in the assessment was that although the procurement markets are still largely national in scope, the investigations also showed indications that they are developing into cross-border markets, particularly with regard to fruit and vegetables.

In addition to Kaufland’s and Globus’s proposed acquisitions, plans by Edeka to acquire up to 72 Real stores have also been notified for examination. This proceeding is still ongoing. In the middle of December Edeka and SCP presented initial commitment offers, thus extending the deadline for a decision by the Bundeskartellamt to 22 February 2021.