CCP approves Lotte Co’s acquisition of Lotte Confectionary shares

ISLAMABAD: The Competition Commission of Pakistan (CCP) has approved a key internal restructuring within Japan’s Lotte Group, clearing the acquisition of shares in Singapore-based Lotte Confectionery (S.E.A.) Pte. Ltd by Lotte Co, Ltd.

The move leaves the ownership structure of Pakistan’s LotteKolson (Private) Limited and Lotte Akhtar Beverages (Private) Limited under a new group entity without affecting competition in Pakistan.

The transaction, approved after a Phase-I merger review, relates to the acquisition of shares in Lotte Confectionery (S.E.A.) Pte. Ltd. from LotteWellfood Co., Ltd. under a Share Purchase Agreement signed on February 4, 2026. Since the Singapore-based company owns the Lotte Group’s interests in Pakistan through LotteKolson and Lotte Akhtar Beverages, the transaction required prior approval from the competition watchdog under the Competition Act, 2010.

According to the Commission’s order, the acquisition represents an internal corporate reorganisation within the Lotte Group rather than an expansion into Pakistan’s consumer markets. The acquiring company, Lotte Co., Ltd., although engaged globally in food, confectionery, retail and related businesses, does not directly or indirectly operate in Pakistan’s confectionery or food markets. As a result, the Commission concluded that the transaction would neither alter market concentration nor change the competitive landscape in the country.

The Commission assessed the transaction across six relevant product markets—pasta, gum, savoury snacks, sweet biscuits, cakes and beverages—with Pakistan identified as the relevant geographic market.

It observed that the market shares of LotteKolson and Lotte Akhtar Beverages would remain unchanged after the transaction, while the acquiring company generates no revenue in these markets in Pakistan.

In its competition assessment, the CCP concluded that the acquisition would not create entry barriers, enhance the market power of the merger parties, or result in any adverse effects on competition. The Commission further held that the transaction would not lead to a Substantial Lessening of Competition (SLC) or create or strengthen a dominant position in any relevant market.

Accordingly, it authorised the acquisition under Section 31(1)(d)(i) of the Competition Act.

The order also clarifies that the Commission’s assessment is confined to competition issues arising under Section 11 of the Competition Act, while any matters falling outside its jurisdiction remain subject to applicable laws and the oversight of relevant regulatory authorities.

The approval highlights the role of Pakistan’s merger control regime in providing regulatory certainty for cross-border corporate restructuring and investment transactions that do not raise competition concerns.

By clearing non-problematic mergers through an expedited Phase-I review, the Commission aims to facilitate legitimate business reorganisations while ensuring that market competition and consumer interests remain protected.

Copyright Business Recorder, 2026