Bundeskartellamt allows REWE’s acquisition of 38 tegut stores subject to conditions
The Bundeskartellamt (Federal Cartel Office) has cleared the planned acquisition of 38 grocery stores under the tegut brand by REWE subject to ancillary provisions. Under the decision, the vast majority of the transaction may be implemented; at the same time, REWE has undertaken not to acquire two further tegut locations in Marburg-Ketzerbach and Schlüchtern for a period of four years.
According to the authority, this eliminates competition concerns in a total of three local market areas or limits them to a level acceptable under merger control law. The decision therefore does not treat all originally notified locations in the same way, but differentiates according to the specific competitive conditions on the ground.
Originally notified transaction and contractual background
Agreement between REWE and Migros Zürich
REWE had initially notified the Bundeskartellamt of the acquisition of 40 tegut grocery stores and two properties. The contractual partner is the cooperative Migros Zürich, which had announced its withdrawal from the German grocery retail sector. According to the REWE Group, the agreement covering up to 40 stores had already been signed in April 2026.
The authority had been reviewing the transaction since April 2026 and sent the parties its preliminary competitive assessment at the end of August 2026. The acquisition of the two properties was also cleared.
Continuation of the locations under REWE and PENNY
According to the REWE Group, the acquired locations are to continue operating under the REWE and PENNY sales formats in Hesse, Bavaria, Thuringia and Lower Saxony. According to media reports, REWE Group Executive Board member Peter Maly described the decision as a milestone that creates clarity and planning certainty for locations, employees and customers.
According to media reports, 26 of the 38 tegut branches cleared for acquisition are located in Hesse, including six in Kassel and two in Fulda. Eight of the cleared locations are in East Hesse.
Competition review in grocery retail
Local markets as the focus of the review
In mergers in the grocery retail sector, the Bundeskartellamt examines both the effects on competition for customers and the consequences for manufacturers and suppliers. For consumers, competition between grocery retailers primarily takes place in the respective local catchment areas.
The decisive factors are therefore the specific shopping options and realistic local alternatives. According to the authority’s investigations, the originally planned acquisition was expected to significantly impede effective competition in three local market areas in Hesse:
- Schlüchtern,
- Marburg-Ketzerbach,
- Marburg-City.
Without the commitments given, the merger would, in the Bundeskartellamt’s assessment, have led to a significant impediment to effective competition in these three regional markets. Authority president Andreas Mundt stated that the commitments prevent a significant deterioration of competitive conditions for consumers in the affected regions, while at the same time allowing the vast majority of the transaction to be cleared.
Four-year waiver of acquisition for two locations
REWE has undertaken not to acquire the tegut stores in Marburg-Ketzerbach and Schlüchtern for four years. This acquisition ban applies to the entire REWE Group and also covers the conclusion of follow-on leases for the affected locations.
According to the Bundeskartellamt’s assessment, the waiver of the Marburg-Ketzerbach location, due to overlapping catchment areas, also eliminates the competition concerns in the Marburg-City market area or reduces them to a level acceptable under merger control law.
No significant impediment expected on procurement markets
Review in relation to manufacturers and suppliers
The Bundeskartellamt also examined the effects of the transaction on procurement markets. In these markets, grocery retailers act as buyers vis-à-vis manufacturers and suppliers. For this review, the authority was largely able to draw on the extensive investigations from the parallel EDEKA/tegut merger control proceedings.
REWE is also one of the leading companies in the procurement of food products and is, in particular, an important and, according to the authority’s notice, indispensable buyer for many manufacturers of branded products. However, according to the Bundeskartellamt, the increase in REWE’s share of the nationwide procurement volume associated with the acquisition is well below 0.2 percentage points.
This increase is therefore even smaller than in the EDEKA/tegut proceedings. In the authority’s assessment, a significant impediment to effective competition on the procurement markets is therefore not to be expected.
No access to tegut procurement terms according to the seller
The seller has also credibly assured the Bundeskartellamt that REWE will not gain access to tegut’s procurement terms either during the acquisition process or after completion. According to the authority’s notice, this also applies in particular to terms of the RTG purchasing cooperation.
High concentration in German grocery retail
Four major retail groups with more than 90 percent revenue share
Beyond the specific merger, the Bundeskartellamt’s investigations confirmed the high level of concentration in German grocery retail. According to the authority, the four leading retail companies EDEKA, REWE, Schwarz Group with Lidl and Kaufland, and ALDI now account for more than 90 percent of nationwide revenue.
At the same time, Andreas Mundt made clear that high concentration alone is not sufficient under antitrust law to prohibit a merger. Rather, the decisive question is whether the specific acquisition significantly worsens competitive conditions.
According to the Bundeskartellamt’s assessment, the investigations show that competition takes place between the major retail companies. In the authority’s view, the acquisition now cleared will not change this.
Context within the tegut sale process
Withdrawal of Migros Zürich from German grocery retail
The tegut Group most recently operated around 300 grocery stores as well as additional automated small-format stores. The company was founded in Fulda in 1947, has belonged to the Migros Group since 2013, is represented in six federal states and, according to Migros, employs almost 7,500 people.
In March 2026, the previous owner, the Swiss cooperative Migros Zürich, announced that it would withdraw from the German market and sell tegut. Migros Zürich describes the sale of tegut as proceeding according to plan. According to media reports, losses of around 570 million Swiss francs have accumulated since Migros Zürich acquired tegut.
In the course of the division, the tegut brand is to be completely discontinued according to media reports. No buyer is known to date for numerous additional locations; in many cases, it therefore remains open under which name the stores will be operated in future.
Previous clearances for Tante Enso and EDEKA
As part of the sale process, the Bundeskartellamt had already issued further decisions. First, the acquisition of 36 tegut locations by Tante Enso was cleared. This clearance concerned stores in rural regions in Hesse, Thuringia and northern Bavaria and was justified by Tante Enso’s previously limited market position.
Subsequently, the Bundeskartellamt cleared the acquisition of 178 tegut stores and further parts of the business by EDEKA subject to ancillary provisions. In the parallel proceedings, EDEKA had originally notified the acquisition of 202 of the approximately 300 tegut supermarkets and, in order to resolve the authority’s concerns, had to waive 24 locations for four years. The review of this transaction had been ongoing since March 2026.
With the current decision, clearance for 38 locations for REWE has now been added. The companies involved will decide on the future of further tegut locations and the stores excluded from acquisition by EDEKA and REWE; the Bundeskartellamt’s decisions do not determine whether, and by whom, these locations will be operated in future.
Further developments and non-final decisions
Appeal in the parallel EDEKA/tegut case
In the parallel EDEKA/tegut case, media reports state that an appeal against the clearance decision has been lodged with the Oberlandesgericht Düsseldorf (Düsseldorf Higher Regional Court). The Munich organic retailer Vollcorner Biomarkt GmbH is reportedly challenging the cartel authority’s clearance in the parallel proceedings; the Bundeskartellamt and the Oberlandesgericht Düsseldorf confirmed receipt of the appeal.
Vollcorner Biomarkt GmbH was founded in 1988, operates 21 organic markets in the Munich area with around 400 employees and had been joined to the EDEKA/tegut merger control proceedings upon application. According to media reports, the appeal focuses on around 15 tegut locations in Munich, the acquisition of which the organic retailer considers problematic under competition law.
According to the available information, no final decision has yet been made on the appeal. The status of the proceedings therefore remains open; the legal assessment is reserved to the competent court.
Individual location developments outside the REWE clearance
According to media reports, individual tegut stores in the Main-Kinzig district, including Linsengericht and Gelnhausen, Leipziger Straße 74, will close on 31 October 2026 and be continued by Edeka-Habig. This information concerns individual location developments as part of the broader sale process and must be distinguished from the clearance for REWE described here.
Legal finality and possibility of appeal
The Bundeskartellamt’s decision on the REWE acquisition is not yet final. An appeal may be lodged against the decision; such an appeal would be decided by the Oberlandesgericht Düsseldorf.
According to the Bundeskartellamt, a list of the 38 stores cleared for acquisition by REWE and the two locations excluded from the acquisition is attached as an annex to the authority’s press release.
Frequently asked questions
Bundeskartellamt REWE tegut acquisition 38 stores: what was decided?
The Bundeskartellamt has cleared REWE’s acquisition of 38 tegut grocery stores subject to ancillary provisions. REWE must waive the acquisition of the tegut locations Marburg-Ketzerbach and Schlüchtern for four years.
What practical consequences does the REWE tegut clearance have for companies and locations?
According to the REWE Group, the cleared locations may continue to be operated under the REWE and PENNY sales formats. For further tegut locations and the excluded stores, the companies involved will decide; the cartel authority’s decision does not determine their future operator.
Is the Bundeskartellamt’s decision on the REWE tegut acquisition final?
According to the Bundeskartellamt’s notice, the decision is not yet final. An appeal may be lodged against the decision, which would be decided by the Oberlandesgericht Düsseldorf.
Competition law significance for transactions in the retail sector
The clearance shows that mergers in grocery retail are assessed by differentiating between local sales markets and the effects on procurement markets. Even where market concentration is high, the authority’s assessment focuses on the specific change in competitive conditions resulting from the individual transaction.
For companies, investors and shareholders, merger control issues can become highly significant as early as the structuring of acquisition processes. MTR Legal Rechtsanwälte advises clients on competition law issues in connection with transactions, market position and authority proceedings; further information can be found under legal advice in competition law.
