SIC approves Presto–Nutresa deal without conditions

Colombia’s Superintendency of Industry and Commerce (SIC) has approved the deal between Grupo Nutresa and Franquicias y Concesiones S.A.S., the owner of Presto, without conditions. A decisive factor in the decision was the liquidator’s certification that the company had sufficient funds to keep its restaurants operating only until 31 October 2026.

What the competition authority approved

The decision relates to case 26-450449, dated 26 October 2026, as reported by Portafolio on 30 October. The SIC decided not to object to the transaction or impose additional conditions after assessing its potential effects on competition and the financial position of the company in liquidation.

The deal involves Nutresa’s indirect acquisition of Presto’s operating assets through its subsidiary Industria de Restaurantes Casuales S.A.S. (IRCC). It covers machinery, equipment, commercial premises and the transfer of employment contracts and leases.

According to information published by Infobae, the transaction includes 114 outlets, a food-processing plant and production centres, with a presence in 29 cities. It therefore encompasses the chain’s operating infrastructure, rather than just its brand.

Regulatory approval is a separate step from the signing of the sale and purchase agreement, which was announced on 22 October. The latest development is clearance from the authority responsible for examining the deal’s implications for competition.

How Presto’s liquidity shaped the assessment

The immediate backdrop was the opening of court-supervised liquidation proceedings for Franquicias y Concesiones S.A.S., ordered by Colombia’s Superintendency of Companies on 13 October 2026. This followed the failure of its restructuring process amid cash-flow problems and defaults on its obligations.

In assessing the acquisition, the SIC did more than compare the market shares of the companies involved. It also examined what would have happened to Presto if the deal had not gone ahead.

The liquidator certified that the available funds would allow the restaurants to continue operating only until 31 October. On that basis, the authority concluded that the chain would have exited the market at the end of the month because of insufficient liquidity.

That scenario was central to the decision: Presto would have ceased to exist as an independent competitor with or without the deal. The acquisition, however, would allow commercial infrastructure, the chain’s offering and jobs to be preserved. This reasoning explains why the company’s financial position reduced the competition concerns attributable to the transaction.

The markets examined by the SIC

The assessment covered four markets: restaurants, wholesale food distribution, ice cream for institutional customers, and retail ice cream distribution through the catering channel. According to published information about the decision, the SIC found no restrictive effects that warranted imposing conditions.

In the restaurant market, the authority concluded that, in most of the areas examined, the increase in Nutresa’s market share was not significant enough to raise competition concerns. It also found sufficient competitive pressure to constrain any unilateral exercise of market power.

The authority also ruled out a significant increase in the risk of coordination between competitors. Nor did it find that the deal could foreclose market access for other restaurants or prevent new entrants from entering the market.

The decision was based on Articles 9 and 10 of Law 1340 of 2009, which govern prior review of business combinations in Colombia. This framework allows the SIC to approve transactions, impose conditions or object to deals submitted for its assessment.

Why the decision matters to the franchise sector

For Colombia’s franchise sector, the case illustrates the distinction between a commercial acquisition agreement and its assessment by the competition authority. In this instance, approval rested both on conditions in the markets examined and on the prospect of closure facing the company.

The outcome is not a general guarantee of the chain’s future performance: the ruling addressed the deal’s effects on competition.

Practical takeaway: when assessing an acquisition or the continued operation of a network, review available liquidity, the assets and contracts included, and the required approvals separately. The Presto case shows why those elements must also be considered together.