WASHINGTON — The Federal Trade Commission approved a final consent order in the $848 million acquisition of Cantaloupe Inc. by 365 Retail Markets LLC, requiring the divestiture of a competing micromarket kiosk business to address antitrust concerns.
The order, approved on June 17, finalizes terms that allow the deal to proceed while mandating that 365 Retail divest Cantaloupe’s Three Square Market business to Seaga Manufacturing Inc. The transaction combines two of the largest providers of micromarket kiosks and related software and services used by food service operators.
The FTC had alleged that the proposed merger, as initially structured, would have eliminated head-to-head competition in the micromarket kiosk sector, potentially leading to higher prices for kiosks and related services. Those costs could be passed on to consumers through increased food prices, according to the agency.
Under the consent order, the divestiture is intended to create a viable, independent competitor. Seaga, which offers other unattended foodservice retail solutions that do not directly compete with micromarkets, is positioned to integrate and operate the divested business, the FTC said.
The Commission voted 2-0 to approve the final order following a public comment period on the proposed settlement announced in May.
"Today's action ensures continued competition in this important segment of the unattended retail market," an FTC official stated in connection with the approval.
365 Retail Markets, controlled by Garage Topco LP, is the nation’s largest provider of micromarket kiosks. Cantaloupe became the second largest after acquiring Three Square Market in December 2022.
The consent order includes structural remedies through the divestiture as well as provisions to maintain competition during the transition. Details on additional interoperability or behavioral requirements were outlined in the full order documents.
As of Thursday, the parties were proceeding with the transaction under the approved terms. The FTC continues to monitor compliance with the consent order to ensure the divestiture preserves competitive conditions in the micromarket sector. Further updates on the completion of the sale and integration are expected in the coming months.
