The U.S. Federal Trade Commission claims that if J.M. Smucker purchased the Wesson oil brand from Conagra, the deal would violate anti-trust law by limiting competition. The agency filed a complaint Monday and set an administrative trial date for August 7.
The FTC said in a release that because Smucker owns Crisco, its proposed $285-million purchase of Wesson would result in it controlling 70% or more of the total market for branded canola and vegetable oils at U.S. grocery stores and other retailers. “The complaint alleges that the acquisition is likely to increase Smucker’s negotiating leverage against retailers, especially traditional grocers, by eliminating the vigorous head-to-head competition that exists between the Crisco and Wesson brands today,” the agency said.
Smucker said it was disappointed with the FTC complaint and strongly believes the acquisition would benefit all of its constituents. "We certainly understood this outcome could be possible, and we remain focused on delivering value to our consumers and customers with our Crisco brand and oils business. We are reviewing the complaint and working with Conagra to assess our next steps in this process," Mark Smucker, the company's CEO, said in a statement. Conagra released a similar statement.
The FTC complaint states that internal documents from both Smucker and Conagra show the two cooking oil brands "compete intensely" for retail sales and that one reason Smucker wants to buy the Wesson oil brand is to avoid price competition.
"Smucker’s own internal documents acknowledge that eliminating price competition between Crisco and Wesson is a central part of its rationale for the acquisition. The transaction would give Smucker the ability to raise prices to retailers, ultimately leading to higher prices for U.S. consumers," the agency said.
The deal, announced in May of last year, would benefit Smucker in several ways. The company expects the acquisition to add about $230 million in annual net sales and provide a $45-million tax benefit. Mark Smucker also noted it would allow the company to more efficiently use its existing supply chain and lead to significant cost savings to fuel future growth and opportunities for innovation.
For Conagra, the arrangement would allow it to jettison a brand it acquired in 1990 with its $1.34-billion purchase of the Beatrice Company and its subsidiary, Hunt-Wesson, from KKR & Co. Also, the agreement with Smucker has Conagra continuing to produce Wesson products for one year before they are produced at Smucker's edible oils manufacturing plant in Cincinnati.
Assuming the companies decide to go to trial and the FTC prevails, they will have some decisions to make. Conagra could sell the Wesson brand to another company. According to the Omaha World Herald, CEO Sean Connolly seems focused on changing the Chicago-based firm from a manufacturer of low-margin staples into a maker of higher-profit items such as salsas, all-natural and organic pot pies and chicken and pork entrees. It's uncertain who would buy the brand, but it's unlikely to be another large CPG company that, like Conagra, is looking for faster-growing and more profitable brands.
The FTC noted that canola and vegetable oils are relatively inexpensive and very versatile, so the market for both branded and store brands is a strong one. However, other brands such as Mazola and LouAna have a small share of the market compared to Wesson and Crisco. In addition, cooking oils made from corn, peanut, olives and other sources are more expensive and not as adaptable, the agency said.
Cargill is coming out with a hybrid high-oleic canola oil for commercial customers that it claims contains 4.5% or less saturated fat. But the FTC pointed out Monday that new entries into the market wouldn't be able to ramp up fast enough to dampen the anti-competitive impact of the Conagra/Smucker deal.