Cérélia has finally conceded defeat in its long legal battle with the Competition & Markets Authority (CMA) to keep hold of Jus-Rol, selling the ready-roll pastry brand to Rinkelberg Capital.
The London-based private equity firm acquired Jus-Rol from the French ready-to-bake specialist earlier this month following a series of failed appeals against the CMA’s order to block a deal that was first proposed in November 2021.
Rinkelberg is the investment office of the founders of satnav maker TomTom. Supporting the Jus-Rol acquisition is its recent purchase of the PA Ross Food Group, a sales and marketing company that describes itself as experts in bringing impulse, bakery and frozen products to the UK retailers.
A spokesperson for Rinkelberg told British Baker that the PA Ross team would continue to manage the business, with documents filed on Companies House revealing that co-founder Tim Clifford and sales director Lucy Filby had been listed as directors for Brioche UK Ltd, the new company set up to take over Jus-Rol.
“We are excited about the growth prospects of this iconic British brand, and we look forward to working with our retail and manufacturing partners to realise its full potential,” commented the spokesperson.
Cérélia UK managing director Jan Boers said Rinkelberg was a company that shared its ambitions for Jus-Roll and saw the brand’s potential. “We are pleased that as part of the arrangement Jus-Rol will continue to be produced in our facility in the UK,” added Boers, referring to Cérélia UK’s manufacturing arm BakeAway, which operates a £30m factory in Corby, Northamptonshire, that also supplies own-label dough and pastry products for retailers.
The final chapter
Cérélia initially announced its intentions to buy the Jus-Rol brand in 2021 as US food manufacturer General Mills looked to offload its dough business in the UK, Ireland and Germany. The Jus-Rol range was already being made by Cérélia in France prior to this merger attempt as General Mills had outsourced following closure of its factory in Berwick-upon-Tweed in 2016. That same year, BakeAway was acquired by Cérélia, and assumed production of the Jus-Rol range in 2020 when it moved into its brand-new 93,500 sq ft factory in Corby.
The transaction between Cérélia and General Mills was completed on 31 January 2022, but just days later the competition watchdog placed it under an Initial Enforcement Order, saying it had reasonable grounds for suspecting the deal would result in a substantial lessening of competition in the ready-roll pastry category. A four-month-long enquiry concluding in November of that year found that ready-to-bake items supplied by Cérélia and Jus-Rol accounted for nearly two thirds of such products sold in the UK.
BakeAway said at the time that it was ‘deeply disappointed’ at the concerns raised by the CMA, noting it had hoped to reinvigorate the Jus-Rol brand through investment and product innovation, as well as grow the UK pastry category. But the CMA stood firm in its decision, ruling that the business needed to be sold to an independent buyer. A tribunal then dismissed an appeal from Cérélia in September 2023, which the Court of Appeal upheld in April the following year.
The final chapter in the saga came last August, when Cérélia’s application for permission to appeal to the Supreme Court was refused. This left it with no other choice than to sell off the Jus-Rol brand. On 7 March, four days after the Jus-Rol sale to Brioche UK Ltd was completed, the CMA brought its merger investigation to a close.
Fees amassed during the legal battle have cost Cérélia UK just shy of £6m, according to exceptional administrative expenses declared in its past three annual reports filed at Companies House. Its latest accounts for the year ended 30 June 2024 came out this week and showed turnover increasing by 4% year-on-year to £105.1m as well as a return to profitability, going from a pre-tax loss of £1.6m in FY23 to £3m in the black.
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