Unilever PLC

The UK's Competition and Markets Authority has launched a Phase 1 investigation into McCormick & Co.'s $44.8bn acquisition of Unilever's food assets, assessing the deal's potential impact on competition in the UK. The transaction, announced in March, would see the US-headquartered seasonings and spices business take over most of the FMCG giant's food assets, including the Knorr soups and Hellmann's mayonnaise brands, but not Lipton drinks nor Unilever's operations in India, Nepal and Portugal. The CMA said it invited comments on 21 July, with interested parties given until 5 August to respond, and has set a deadline of 11 November to complete the Phase 1 probe, when it will decide whether to follow up with a more in-depth Phase 2 assessment. Last month, Unilever and McCormick decided to seek a buyer for Unilever's Colman's mustard brand, a move Unilever said was made to proactively address potential competition concerns; Colman's joins Unilever's lifestyle nutrition business, the Buavita unit, the Lipton brand and the India, Nepal and Portugal assets that are not included in the deal. Under the terms of the transaction, Unilever and its investors are to receive a mix of McCormick's existing voting and non-voting common stock equating to 65% of the combined business, with Unilever shareholders expected to own 55.1% of the enlarged group, McCormick shareholders 35% and Unilever 9.9%, alongside $15.7bn in cash subject to certain closing adjustments. The combined company, which will include McCormick brands such as Schwartz spices, French's mustard and Cholula hot sauces, will be led by McCormick CEO Brendan Foley and CFO Marcos Gabriel, with senior management representation from Unilever's food business.

Unilever and McCormick & Co. have decided to seek a buyer for the Colman's mustard brand, ahead of their planned $44.8 billion deal to combine most of Unilever's food business with McCormick. The decision to market Colman's was made to proactively address potential competition concerns from the combination, which will house Unilever brands like Knorr and Hellmann's alongside McCormick's Schwartz and French's. Under the deal, Unilever and its investors will receive a mix of McCormick stock, equating to 65% of the combined business, with Unilever shareholders expected to own 55.1%, McCormick shareholders 35%, and Unilever 9.9%, plus $15.7 billion in cash. The combined company will be led by McCormick CEO Brendan Foley and CFO Marcos Gabriel, and the deal excludes Unilever's food assets in India, Nepal, and Portugal, as well as its lifestyle nutrition, Buavita, and Lipton ready-to-drink operations.

Magnum Ice Cream Company has welcomed a US court decision that significantly narrows a lawsuit brought by former Ben & Jerry's independent directors over the ice-cream brand's activism and governance changes. Judge Kevin Castel of the federal court in Manhattan on Friday dismissed seven of the ten counts and trimmed another, while holding that Magnum, the Amsterdam-headquartered ice-cream business created from Unilever's spin-off last year, should stand as the main defendant in place of the FMCG conglomerate. The case was filed by former Class I directors linked to Ben & Jerry's independent board, accusing Unilever and Magnum of breaching commitments dating back to the UK-listed group's 2000 acquisition of the US ice-cream brand, under which Ben & Jerry's retained unusual protections around its board structure, social mission and foundation. Two claims that remain in full relate to previous settlement agreements with Unilever, and a further claim that partially survives relates solely to an ongoing governance dispute, including allegations tied to missed payments under a 2022 settlement over the sale of Ben & Jerry's trademark rights in Israel. Magnum said the decision to drop Ben & Jerry's from the case rightly demonstrates that the former directors had no right to sue on behalf of Ben & Jerry's, which is thriving under TMICC's ownership, and that the judge has ruled only on whether there is legal basis for the claim to proceed, not on their merits.