CADE upholds Friday auction after Bimbo delays required divestment tied to Wickbold acquisition.
The tribunal of Brazil’s Administrative Council for Economic Defense (CADE) unanimously approved a ruling Tuesday (21) that keeps in place the auction of the Nutrella brand scheduled for Friday (24). The decision comes after Bimbo do Brasil failed to complete the divestment required under the Merger Control Agreement (ACC) it signed with the antitrust authority as a condition for approving its acquisition of rival Wickbold.
In its ruling, CADE said the company is in “prolonged default,” since the divestiture process remains incomplete even after the additional deadline granted by the authority has expired.
The sale of Nutrella is one of the main obligations under the ACC signed in September 2025. Under the agreement, Bimbo committed to divesting the Tá Pronto and Nutrella brands to ease concentration in the industrialized bread market. The sale of Tá Pronto was completed in March, to Pita Bread, while the Nutrella divestiture remains pending — now nearly four months behind the extended deadline Cade had granted for the transaction to close.
After rejecting three prospective buyers for the brand, Bimbo put forward a fourth candidate, whose identity remains confidential and whom CADE ’s General Superintendence (SG) described as a maker of packaged cakes and snack cakes.
The technical staff concluded that the prospective buyer does not meet the requirements of the standard approval process, since it does not operate in the bread market across Brazil’s South, Southeast and Central-West regions — which, according to the SG, limits its ability to exert competitive pressure on Bimbo.
Beyond the company’s product portfolio, the SG also raised concerns about the prospective buyer’s operational capacity. In a technical opinion, CADE noted that distributing industrialized bread requires a logistics network capable of frequent shelf replenishment and reverse logistics, given the products’ average shelf life of about 45 days. The documentation submitted, the technical staff found, does not demonstrate that the company has such an operational structure.
Given the delay in complying with the ACC, CADE upheld the mechanism set out in the agreement for an auction conducted by an independent trustee, with no minimum price. Under this format, the asset will go to the qualified bidder offering the highest bid, following the rules laid out in the agreement approved by the antitrust authority.
On Friday (17), Bimbo filed a new petition with additional documents backing approval of the fourth prospective buyer. The documents include a binding purchase and sale agreement and a business plan for the transaction. The company argues that the material meets the requirements set out in the ACC and has asked that the auction be canceled.
The tribunal has yet to determine whether the documentation is sufficient to authorize the sale of Nutrella to the current prospective buyer. Until a new decision is issued, Friday’s auction will proceed as planned.
Source: Valor International
