A real estate developer acquires a Cypriot beverage company principally to redevelop the factory land. Cyprus merger control law does not discount the buyer's motive: the concentration still triggers mandatory notification, and the Commission still runs the SIECI analysis from first principles. EPA Decision 24/2025, issued on April 30, 2025, is the record of that exercise. Before reaching its unanimous clearance, the Επιτροπή Προστασίας Ανταγωνισμού (ΕΠΑ — Cyprus Competition Commission) defined ten separate relevant product markets, confirmed the territory of the Republic of Cyprus as the geographic market for each, and ran three distinct overlap analyses. The clearance emerged from that methodology — not from any assumption that a land deal falls outside merger control.
The Concentration and Its Structure
The acquiring vehicle is Dofeido Limited, a Cypriot holding company created solely to complete this transaction. Dofeido is owned 50/50 by BBF Global Ltd and Cyber Assets Cy Ltd. BBF is a Cypriot company active in real estate development and land commercialisation. Cyber Assets was incorporated specifically to acquire an equity stake in and provide financing to Dofeido. EPA Decision 24/2025, paragraphs 2–3
The legal instrument is an Option Agreement dated December 21, 2023, executed between Dofeido as buyer and the shareholders of KEAN Soft Drinks as sellers. Two Amending Agreements followed: April 29, 2024 and July 16, 2024. EPA Decision 24/2025, paragraph 8
Under those instruments, Dofeido acquires the entire issued share capital of KEAN Soft Drinks Limited. The acquisition proceeds by purchasing the shares held by Takis Christodoulou Limited — the majority shareholder — and the remaining shareholders' shares. EPA Decision 24/2025, paragraph 9
KEAN Soft Drinks is an established Cypriot food and beverage group. It manufactures and distributes KEAN-branded products — juices, lemonade, orangeade — serving wholesale, retail, and food-service channels. Approximately 24.45% of revenues from product sales derive from exports. Through its subsidiaries, KEAN also imports and distributes third-party goods across a broad range: canned products, sauces and condiments, frozen and chilled foods, ice cream, yoghurt substitutes, nuts, spreads, and traditional products including halva and tahini. EPA Decision 24/2025, paragraph 19
The transaction carries one structural feature that explains the buyer's interest: acquiring KEAN Soft Drinks simultaneously transfers the KEAN factory land and associated warehouses and auxiliary properties. Dofeido's stated intent is to relocate the factory to an industrial site — without interrupting operations or causing any temporary cessation — and then develop the current factory site as real estate. EPA Decision 24/2025, paragraph 10
That intent made no difference to the legal analysis. The Commission assessed the concentration on its competitive merits.
Jurisdiction and Process Under Law 83(I)/2014
Cyprus merger control operates under the Περί Ελέγχου των Συγκεντρώσεων Επιχειρήσεων Νόμος — Law 83(I)/2014. Once a concentration meets the law's thresholds, notification and review are mandatory. The procedural sequence in this case ran as follows.
→ July 25, 2024: KEAN Soft Drinks filed the concentration notification with the Commission under Law 83(I)/2014. EPA Decision 24/2025, paragraph 1
→ July 29, 2024: The Minister of Energy, Commerce and Industry was notified by letter under Article 16 of Law 83(I)/2014. EPA Decision 24/2025, paragraph 4
→ April 17, 2025: The notification was published in the Official Gazette of the Republic of Cyprus under Article 10 of Law 83(I)/2014. EPA Decision 24/2025, paragraph 5
→ April 28, 2025: The Commission's Service submitted its preliminary assessment report with reasoned opinion under Article 17 of Law 83(I)/2014. EPA Decision 24/2025, paragraph 6
→ April 30, 2025: The Commission issued Decision 24/2025.
Two threshold determinations were critical. First, the transaction qualifies as a concentration under Article 6(1)(α)(ii) of Law 83(I)/2014 — the limb covering acquisition of exclusive control over the target — because BBF and Cyber Assets acquire exclusive control over KEAN Soft Drinks through Dofeido. EPA Decision 24/2025, paragraph 12
Second, it constitutes a "συγκέντρωση επιχειρήσεων μείζονος σημασίας" (material business concentration) under Article 3 of Law 83(I)/2014 — the provision that places the transaction within the law's jurisdictional scope. The decision notes that both BBF and KEAN Soft Drinks are active in Cyprus, and provides the worldwide turnover figures for each party — redacted in the public version — confirming that the thresholds are met. EPA Decision 24/2025, paragraphs 13–14
Ten Product Markets, One Geographic Market
The Commission's market-definition work forms the analytical core of Decision 24/2025. BBF and Cyber Assets operate exclusively in real estate. KEAN Soft Drinks operates in food and beverages. Neither party competes in the other's sector. Yet the Commission still ran a full market-definition exercise — because market definition is the prerequisite for the SIECI assessment, regardless of whether overlap is immediately apparent.
Drawing on European Commission precedents cited in the footnote to the decision — including COMP/M.1221 – REWE/MEINL, paragraph 77, COMP/M.2276 – The Coca-Cola Company/Nestle/JV (September 27, 2001), Case 10061 Coca-Cola Hellenic Bottling Company/Heineken/Stockday (March 30, 2021), Case 9108 PepsiCo/SodaStream International (November 30, 2018), Case 5633 PepsiCo/The PepsiCo Bottling Group (October 26, 2009), and COMP/JV.32 – Granaria/Ültje/Intersnack/Mayholding — the Commission defined ten distinct relevant product markets: EPA Decision 24/2025, paragraph 22; footnote 1
→ Production and supply/sale of juices → Production and supply/sale of carbonated/sparkling beverages (soft drinks) → Production and supply/sale of non-carbonated/non-sparkling beverages → Supply/sale of canned goods → Supply/sale of sauces and condiments → Supply/sale of frozen and chilled foods → Production and supply/sale of dairy products → Supply/sale of spreads → Supply/sale of traditional sweets → Supply/sale of nuts
The geographic market for each of these ten product markets is the territory of the Republic of Cyprus. EPA Decision 24/2025, paragraph 23
The exercise was conducted under criteria set out in Annex I of the Law, which governs relevant product/service and geographic market determination. EPA Decision 24/2025, paragraph 17; Law 83(I)/2014, Annex I
The SIECI Test — No Overlap, No Issue
The Commission ran the standard across three overlap dimensions.
Horizontal overlap. Dofeido — including BBF and Cyber Assets — and KEAN Soft Drinks do not operate in the same relevant market. They offer no products that are demand-side or supply-side substitutes for one another. The Commission concluded that no horizontal overlap arises from this concentration. EPA Decision 24/2025, paragraphs 25–26
Vertical overlap. Dofeido operates exclusively in real estate development and land commercialisation. KEAN Soft Drinks operates across the ten food and beverage markets defined above. There is no direct or indirect vertical relationship between those activities — real estate and food/beverage distribution do not form a supply chain. The Commission found no vertical relationship between the acquirer and the target. EPA Decision 24/2025, paragraphs 27–29
Adjacent/conglomerate overlap. The Commission examined whether the parties share a common or similar customer base, or common customer needs, that would characterise their markets as adjacent. They do not. Wholesale buyers of juices and condiments are not the same as purchasers of real estate development services, and the needs differ fundamentally. No actual or potential closely related neighbouring markets exist between the acquirer's and target's activities that could generate competition concerns in Cyprus. EPA Decision 24/2025, paragraphs 30–31
What This Means for Practitioners
Decision 24/2025 produces five direct takeaways for counsel advising on Cyprus M&A.
→ Conglomerate acquisitions trigger full merger control. Cyprus merger control jurisdiction attaches as soon as the thresholds under Law 83(I)/2014 are met, regardless of whether the buyer operates in the same sector as the target. A real estate group acquiring a food company cannot bypass notification on the basis that no competitive overlap exists.
→ Market definition is always required. Even where the answer appears obvious — no overlap — the Commission still formally defines the relevant product and geographic markets before reaching that conclusion. Ten markets were defined here before the Commission was satisfied that no affected market existed. Build that analysis into notification filings.
→ The Commission follows EU methodology. The market-definition approach directly tracks European Commission precedent. Practitioners fluent in EU merger methodology can apply it to Cyprus filings, and should reference relevant EU decisions in their submissions — the Commission will cite them itself.
→ The factory/land component does not alter the analysis. The simultaneous transfer of the factory site and auxiliary properties was noted as part of the transaction structure but was not treated as a separate competition issue. The SIECI analysis remained anchored to the product markets in which the parties actually operate.
→ Unconditional clearance at preliminary assessment. The Commission cleared the transaction without conditions, consistent with the Commission's Service report of April 28, 2025. A well-documented notification with no affected markets can reach Article 22 clearance quickly.
Frequently Asked Questions
Q: Does the Article 22 clearance cover the factory relocation and property redevelopment?
A: The clearance addresses competitive compatibility under Article 22 of Law 83(I)/2014. It does not constitute planning or regulatory approval for the property development. Dofeido's intent to relocate the factory and develop the current site is noted in the decision as structural context, not as a competition issue. The Commission confirmed that the relocation will not interrupt factory operations. EPA Decision 24/2025, paragraph 10
Q: Would a horizontal acquisition — a competing beverage producer buying KEAN — be treated differently?
A: Yes. Decision 24/2025 is specific to the conglomerate structure: a real estate group with no food or beverage activities acquiring a food and beverage company. A horizontal acquisition — for example, a competing juice or soft drinks producer acquiring KEAN — would require analysis under the same SIECI standard, with horizontal overlap across the relevant product markets as the primary focus. The ten market definitions in Decision 24/2025 would serve as the starting point for that analysis.
Q: What is the significance of the ten-market definition exercise if there was never any overlap?
A: Under Law 83(I)/2014, the Commission cannot skip market definition even when overlap appears absent. The definitional exercise determines whether any market is "affected" within the meaning of Annex I of the Law. Only after that determination can the Commission conclude that no further SIECI assessment is required. The ten-market exercise is not redundant — it is the analytical prerequisite for the Article 22 clearance.
Q: Which EU precedents should practitioners reference for food and beverage market definition in Cyprus filings?
A: Decision 24/2025 establishes the live precedent set: COMP/M.1221 – REWE/MEINL, COMP/M.2276 – The Coca-Cola Company/Nestle/JV, Case 10061 Coca-Cola Hellenic Bottling Company/Heineken/Stockday (March 30, 2021), Case 9108 PepsiCo/SodaStream International (November 30, 2018), Case 5633 PepsiCo/The PepsiCo Bottling Group (October 26, 2009), and COMP/JV.32 – Granaria/Ültje/Intersnack/Mayholding. These are the decisions cited for market definition across all ten food and beverage markets in the decision. Primary sources, not summaries. EPA Decision 24/2025, footnote 1
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