Published on Oct 06, 2025
The European Commission is leaning towards clearing Mars’s $36 billion proposed acquisition of Kellanova (K) without remedies because it’s struggling to back up the concerns that motivated its in-depth review, according to sources familiar with the probe.
The enforcer last week resumed its phase 2 investigation into the deal following a six-week pause as it waited for the companies to provide requested information, pushing the deadline for a Statement of Objections into mid-October. But its work so far and the lack of any remedy discussions suggests the merging companies could get the green light without having to make any major concessions, two sources told The Capitol Forum.
Still, Competition Commissioner Teresa Ribera has not made a final call, and any decision would require sign-off from senior commission officials, the sources said. DG Comp, however, has recommended an unconditional clearance, according to these sources.
Crucially, the sources said EC staff are having a hard time justifying the concern that led it to open an in-depth review: that supermarkets and possibly suppliers could face higher prices or forced bundling as a result of Mars combining its own confectionery brands with Kellanova’s portfolio, which includes Pringles and Kellogg’s cereals in Europe.
The merging parties are still disputing the theory of harm – including by submitting a wealth of information during the stop-the-clock – and haven’t put forward any potential remedies to fix the EC’s initial theory, the sources said.
The EC hasn’t yet made any final decision about the deal or whether it’ll send an SO, the sources emphasized. They noted the agency could still send an SO and ultimately clear the transaction unconditionally – though that’s quite rare and was last done in 2020 during an in-depth review into a copper deal.
The companies’ merger agreement obligates Mars to use reasonable best efforts to get regulatory approval, including divesting assets with up to $750 million in revenue. So there’s scope for it to make some commitments to the EC if required – especially as it avoids intervention elsewhere, including both the U.S. and UK.
The EC has until the 40th working day of its phase 2 review to issue an SO, which currently gives it until mid-October though will be pushed later if the clock remains paused. If it does send formal objections, Mars and Kellanova will have a chance to respond both in writing and during an oral hearing. They can then offer remedies, which would further extend the EC’s deadline to issue a final decision.
Avoiding an SO could shave some time off the 90-working-day review, though potentially not by a significant margin. The enforcer’s last unconditional phase 2 clearance was announced just six working days before its final deadline.
Unconditional clearance would certainly validate Mars’ decision not to offer remedies at phase 1. The company has consistently argued that the transaction is complementary and poses no competition risks, while some uninvolved lawyers have noted that this is the first phase 2 in recent memory based solely on a portfolio effects theory of harm.
Approval without commitments would also mark the EC’s second unconditional phase 2 clearance in a row, following June’s decision to approve the merger of Formula One and Moto GP. The enforcer hasn’t issued an SO in a merger case since its April 2024 objection to IAG’s proposed takeover of Air Europa, which was later abandoned over the competition issues.
The EC, Mars and Kellanova didn’t immediately respond to requests for comment.
