Tag: merger control

Merger Control, FDI and FSR: Lessons learned from recent deals

As our regular readers know, M&A deals in Europe face a complex interplay of merger control, foreign investment control and the Foreign Subsidies Regulations. Three very recent transactions illustrate how these regimes shape deal strategy and timelines. This post will dive into initial lessons to be learned from Universal/Downtown Music, Snam/Open Grid Europe and ADNOC/Covestro. … Continue reading Merger Control, FDI and FSR: Lessons learned from recent deals →

Minority shareholdings, merger control and cartel proceedings: Reconciling RWE/E.ON with Naspers/Just Eat

Earlier this summer, in RWE/E.ON, the EU’s Court of Justice (CJEU) clarified the boundaries between merger control and antitrust enforcement, essentially holding that concerns relating to the EU’s cartel prohibition (Art. 101 TFEU) cannot be assessed as part of a merger control proceeding. But then last week, the European Commission approved Naspers’ acquisition of Just … Continue reading Minority shareholdings, merger control and cartel proceedings: Reconciling RWE/E.ON with Naspers/Just Eat →

The clock is not ticking: The General Court clarifies the trigger for merger referrals

Yesterday, the EU’s General Court added clarity to an aspect of EU merger control that can be very contentious: How much time do national regulators have to refer a transaction to the European Commission for review? The case – Brasserie Nationale and Munhowen v. Commission (T-289/24) – concerned the indirect acquisition of Boissons Heintz by … Continue reading The clock is not ticking: The General Court clarifies the trigger for merger referrals →

Transaction value threshold – less transactions in scope than one would expect?

In his annual speech at the Studienvereinigung Kartellrecht in Bonn at the end of last year, the president of the German Federal Cartel Office (FCO), Andreas Mundt, emphasized that merger control might be the most interesting and relevant part of the regulator’s ongoing work. A recent decision by the Higher General Court of Düsseldorf supports … Continue reading Transaction value threshold – less transactions in scope than one would expect? →

The Return of the European Champion?

Almost exactly five years ago, following the prohibition of Siemens/Alstom by the European Commission, the French and German economy ministers published a joint paper in which they complained that European merger control rules would prevent the emergence of European champions. However, in their opinion such champions were necessary to compete against American and Chinese companies … Continue reading The Return of the European Champion? →

USD 1.2 billion – What tech deal failures have cost acquirers in recent months

Several high-profile tech deals, including Amazon's acquisition of iRobot, were thwarted by merger control scrutiny, resulting in hefty break fees totaling approximately USD 1.2 billion. Break fees, also known as reverse break fees or termination fees, are imposed on acquirers who fail to close pre-agreed acquisitions. The cases underscore the significant costs and complexities of M&A transactions, emphasizing the need for careful assessment of break fees during negotiations.

European Commission orders unbundling

The saga of Illumina/Grail has written its next chapter: Yesterday, the European Commission ordered Illumina to divest Grail and restore the situation prior to the acquisition. This post takes a look at the prerequisites for such an order and its implications. As a quick reminder, in September 2020, US biotechnology company Illumina agreed to acquire … Continue reading European Commission orders unbundling →