Tate & Lyle PLC and Ferruzzi Finanziaria SpA and S &
W Berisford PLC
A report on the existing and proposed mergers
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Summary
On 19 May 1986 the Department of Trade and Industry
sent to the Commission the following reference:
Whereas it appears to the Secretary of State
that it is or may be the fact that arrangements are in progress
or in contemplation which, if carried into effect, will result
in the creation of a merger situation qualifying for investigation
as defined in section 64(8) of the Fair Trading Act 1973 ('the
Act'), in that:
(a) enterprises carried on by or under the
control of S & W Berisford PLC(a body corporate incorporated
in the United Kingdom) will cease to be distinct from enterprises
carried on by or under the control of Tate & Lyle PLC;
and
(b) the value of the assets which will be
taken over exceeds £30 million:
Now, therefore, the Secretary of State, in exercise
of his powers under sections 69(2) and 75 of the Act, hereby
refers the matter to the Monopolies and Mergers Commission
for investigation and report within a period of six months
beginning with the date of this reference.
In relation to the question whether a merger
situation qualifying for investigation will be created if
the arrangements herein referred to are carried into effect
the Commission shall exclude from consideration section 64(l)(a)
of the Act.
(Signed) R E ALLEN
An Assistant Secretary
Department of Trade and Industry
19 May 1986
On 2 July 1986 the Department of Trade and
Industry sent to the Commission the following reference:
Whereas it appears to the Secretary of State
that it is or may be the fact that a merger situation qualifying
for investigation, as defined in section 64(8) of the Fair
Trading Act 1973 ('the Act'), has been created in that:
(a) enterprises carried on by or under the control
of S & W Berisford PLC (a body corporate incorporated
in the United Kingdom) have within the six months preceding
the date of this reference ceased to be distinct from enterprises
carried on by or under the control of Ferruzzi Finanziaria;and
(b) the value of the assets which will be taken
over exceeds £30 million:
And whereas it further appears to the Secretary
of State that it is or may be the fact that arrangements are
in progress or in contemplation which, if carried into effect,
will result in the creation of a further merger situation
qualifying for investigation defined as aforesaid in that:
(a) enterprises carried on by or under the control
of S & W Berisford PLC will cease to be distinct from
enterprises carried on by or under the control of Ferruzzi
Finanziaria;
(b) the value of the assets which will be taken
over exceeds £30 million:
Now, therefore, the Secretary of State in exercise
of his powers under sections 64, 69(2) and 75 of the Act hereby
refers these matters to the Monopolies and Mergers Commission
for investigation and report within a period of six months
beginning on the 19th day of May 1986.
In relation to the question whether a merger situation qualifying
for investigatio has been created or will be created if the
arrangements herein referred tare carried into effect the
Commission shall exclude from consideration section 64(l)(a)
of the Act.
(Signed) R E ALLEN
An Assistant Secretary
Department of Trade and Industry
2 July 1986
On 12 November 1986 it was announced that the
Secretary of State for Trade and Industry had agreed that
the reporting period for both references should be extended
to 18 January 1987.
On 20 May 1986 the Chairman of the Commission,
acting under section 4 of the Fair Trading Act 1973 and Part
II of Schedule 3 thereto, directed that the functions of the
Commission in relation to the first reference should be discharged
through a group consisting of six members of the Commission
including, as Chairman, Mr H H Hunt. On 14 July 1986 the Chairman
of the
Commission directed that the functions of the Commission in
relation to the second reference should be discharged by the
same group of six members. The composition of the Group is
indicated in the list of members which prefaces this report.
Notices inviting interested parties to submit
evidence to the Commission were inserted in:
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The Times |
Financial Times |
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The Guardian |
Daily Telegraph |
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The Grocer |
The Food Trade Review |
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Confectionery Production |
The Confectioner, Tobacconist, |
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Food Manufacture |
Newsagent |
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British Business |
Farmers' Weekly |
In addition we sought evidence and views from
the Ministry of Agriculture, Fisheries and Food (MAFF), the
Industry Department for Scotland, the Confederation of British
Industry, the Trades Union Congress, the National Fanners'
Union and other farming interests, sugar merchants and brokers,
ACP sugar export agencies and their Governments, trade associations
and manufacturer-users, wholesalers and retailers of sugar.
We received a considerable amount of written
evidence from the three main parties. Members of the Group,
accompanied by staff, visited Tate & Lyle's refinery at
Silvertown, the British Sugar factory at Peterborough and
Ferruzzi's factory at Genoa.
We held hearings with representatives of Tate
& Lyle and Berisford (three each), Ferruzzi (two), MAFF,
the ACP High Commissioners' Sugar Committee, two Members of
Parliament, trades unions, sugar merchants and brokers, two
manufacturer-users, one wholesaler and one retailer of sugar.
Some of the evidence obtained in the course
of our inquiry was of a confidential nature; our report contains
only such information as we consider necessary for an understanding
of our conclusions.
We should like to thank all those who helped
us in our inquiry, particularly the three companies principally
involved.
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