The last takeover is still up in the air – blocked by the German Federal Cartel Office (FCO) and now before the Higher Regional Court in Düsseldorf (OLG) – and yet a new one is already on the table: Premium Food Group (PFG), formerly Tönnies, has recently notified its plan to take control of The Family Butchers, the maker of the iconic “Bärchenwurst”, to the FCO. Before that case is decided, I will unpack what the FCO found in the planned acquisition of Vion’s slaughterhouses, what the OLG is likely to scrutinise, and whether Germany’s rare ministerial permission could still flip the outcome.
Not least because the battle for the slaughterhouses in southern Germany is intensifying. In recent weeks, Westfleisch – another interested buyer and Germany’s second-largest slaughtering company – has launched direct attacks on competitor PFG, first writing to Economic Affairs Minister Katherina Reiche to warn against PFG and then last week by addressing farmers in Bavaria and Baden-Württemberg, accusing PFG of blocking a swift solution. At the same time, speculation is mounting over whether PFG has in fact applied for ministerial permission – a rare political override of merger control.
Against this backdrop, the ongoing Vion/Tönnies case is more than just another merger review. It sits at the intersection of several highly topical debates: animal welfare, the future of a stressed sector, complex questions of market definition, the appeal of a merger control prohibition, and the political option of overriding a regulatory block.
What the FCO decided
In June 2025, the FCO prohibited PFG from acquiring several companies and assets from Vion, including three slaughterhouses (both pigs and cattle).
Since the Dutch company Vion announced in June 2024 that it would largely withdraw from its biggest market Germany, both the FCO and the European Commission (Commission) have cleared several deals involving former Vion locations.
Why this one is different
PFG already operates slaughterhouses in neighbouring areas. The FCO assessed the deal across several linked areas: Procurement of cattle and pigs, slaughtering, meat cutting, and sales of slaughter products. That framing matters because power upstream can translate into leverage downstream.
The FCO’s press release spells out the regulator’s core concern: “The takeover … would have significantly strengthened Tönnies’ market position to the detriment of farmers and the remaining smaller competitors.” PFG would have gone “well over 40%” in the catchments around two acquired slaughterhouses for cattle and in the slaughter of pigs the overlap would have reinforced an already strong position. The deal would also have cemented PFG’s leadership in sales of pigs and pig meat and pushed it to #1 in sales of cattle.
Why geography decides it
Animals do not travel super far – cost, time and welfare rules bite – so according to the FCO, the real competitive constraint is within driving radius of specific slaughterhouses. That is why the regional picture can tip even when national shares look less alarming. Here, the FCO worked with catchment radii of roughly 200–300 kilometres with regard to procurement and slaughtering. The FCO leaned on the German dominance presumptions around 40% in these local areas, combined with evidence that alternative buyers were few and smaller. In pigs, overlapping radii around two slaughterhouses compressed farmers’ fallback options further.
Remedies did not land
After a March statement of objections, the parties came back in April with commitments, including divestment/lease models with designated acquirers. The FCO said no – not to the idea of remedies per se, but to who would be involved and how independent these buyers would really be from PFG. In concentrated local markets, “landlord” fixes or buyer picks that leave influence behind will not restore competition, the FCO argued.
The appeal
In July 2025, PFG lodged an appeal with the OLG, seeking to overturn the prohibition. Based on Clemens Tönnies’ public statements to date, three main lines of argument can be expected: (1) how catchment radii were drawn (data, distances, animal flows), (2) the FCO’s alleged failure to account adequately for competitive pressure from smaller slaughterhouses (around 1.600 in Bavaria alone) and (3) the alleged failure to treat pigs and cattle as separate markets, leading to an improper extrapolation of dominance from pigs to cattle.
Alternative buyers
Notably, farmer-owned Westfleisch has, since the prohibition, repeatedly affirmed its interest in Vion’s German sites. However, according to sector reports, Vion is contractually tied to PFG’s offer until the end of Q1 2026 and cannot negotiate with Westfleisch (or others) in the meantime. But once that lock-up expires, Vion would be free to open talks with Westfleisch – so the market may “self-cure” while litigation (which PFG expects to last 12-18 months) is still pending. Westfleisch and its legal counsels add that, although it is Germany’s #2 cattle slaughterer, it has no meaningful presence in southern Germany; buying these sites would amount to market entry and, in their view, increase competition.
The ministerial permission “escape”
PFG has repeatedly said it is actively considering applying for ministerial permission under Section 42 of the German Act Against Restraints on Competition. After an FCO block, the German Federal Ministry of Economic Affairs and Energy (BMWE) can permit a merger if overall economic benefits outweigh the restriction of competition or if an overriding public interest justifies it.
The instrument is rare, public, procedurally demanding, and hotly debated from time to time (see here and here). Since its introduction 1973 there have been only 23 cases, with just ten authorisations granted.Think EDEKA/Kaiser’s Tengelmann (2016), where an initial ministry permission was suspended by the OLG before the matter ended through a settlement-driven solution.
Could a ministerial permission work here? In theory, yes. You can already hear the themes: Safeguarding southern slaughter capacity, keeping animal transports short, protecting farmer incomes, securing local jobs and stabilising a stressed sector (Bavaria’s cattle herd has shrunk by ¼ to 2.7m over two decades). But in particular one hurdle looms: With several active alternative buyers (not only Westfleisch), the “no other way” argument gets harder.
Outlook
The path forward seems to mainly hinge on whether an application for ministerial permission was actually filed in August as the Frankfurter Allgemeine Zeitung recently reported it was intended to be. Such an application would push the fight to Berlin, where political arguments – from safeguarding southern slaughter capacity to protecting farmer incomes and local jobs – will be tested. Without it, attention must shift to the appeal calendar and Q1 2026, when Vion’s lock-up with PFG allegedly expires, sale talks may restart, and the central questions resurface: who buys what, and when. Vion, for its part, says it will not be rushed: CEO Tjarda Klimp stresses the sites are profitable and meet all standards, and that the sale will proceed with patience and care.
Photo by Sandy Zebua on Unsplash
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