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The question regarding the sale of Napolact to Bonafarm: what the law says and what are the strategic implications

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FrieslandCampina’s Sale of Operations in Romania to Hungary’s Bonafarm Group: A Sensitive Transaction with Strategic Implications

The sale of FrieslandCampina’s operations in Romania to the Hungarian Bonafarm Group, controlled by businessman Sándor Csányi, represents one of the most sensitive transactions in Romania’s food industry in recent years. Officially announced on July 31, 2025, amid a wave of regional capital consolidation, the deal includes the Napolact brand – a symbol with more than 60 years of tradition – the factories in Cluj-Napoca and Târgu Mureș, and approximately 400 employees. Completion is expected by the end of the year, subject to approvals from the Competition Council and the Commission for the Examination of Foreign Direct Investments (CEISD).

Parliamentary Interpellation: A Political and Strategic Signal

Deputy Sebastian Burduja submitted an interpellation to the Government requesting that the transaction be analyzed from the perspective of national security and public order. The document calls for consultation with the Romanian Intelligence Service (SRI) and the Foreign Intelligence Service (SIE) and explicitly raises the possibility of rejecting the deal, given the profile and connections of the final investor. This political move suggests that the sale of Napolact goes beyond the purely economic sphere, entering an area of national interest where the brand’s symbolism and industrial infrastructure can be interpreted as strategic assets.

The Legal Framework: GEO 46/2022 and Regulation (EU) 2019/452

Romania implemented the European mechanism for screening foreign direct investments through Government Emergency Ordinance (GEO) no. 46/2022. CEISD, an interinstitutional structure coordinated by the Competition Council, has the authority to assess the impact of an investment on security, public order, and critical European projects.

CEISD’s decisions may range from unconditional authorization to outright rejection. Between these extremes, the most frequent tools include authorization with commitments – guarantees related to maintaining capacities, jobs, or supply chains.

Beyond national mechanisms, Regulation (EU) 2019/452 allows other Member States and the European Commission to issue official opinions, which could turn this case into a test file for European cooperation in economic security matters.

Official Reactions and Developments

FrieslandCampina confirmed that the transaction is in progress and that operations in Romania will continue without interruption, in full compliance with commitments toward employees and farmers.

At the parliamentary level, Cluj-based deputy Remus-Gabriel Lăpușan requested that the Competition Council clarify how this change of ownership might affect local farmers and business relations.

Analyses in the economic press indicate that, under the new ownership, supply contracts are likely to be renegotiated, and the dairy market could enter a phase of rebalancing power dynamics.

Strategic Implications and Possible Scenarios

The Napolact–Bonafarm case highlights the tension between regional capital expansion and the protection of national strategic interests. The dairy industry, with its strong local footprint and essential role in food security, is becoming a battleground where economic, geopolitical, and security interests intersect.

The scenarios under consideration by the authorities include:

  • Unconditional approval, signaling a fully open market and confidence in regulatory mechanisms;
  • Approval with strict commitments, designed to protect infrastructure and local farmers;
  • Rejection of the transaction, a rare but possible option, should investigations confirm significant risks to national security.

In any case, the Napolact deal could become a benchmark for how Romania and the European Union manage foreign capital in key sectors, with the final decision viewed as a barometer of economic security policies in the region.

(Photo: Freepik)

 

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