Tag: Transactions

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 →

Money for the defence sector and what it means for competition

Once the new government has settled in, Germany will be spending a lot of money in the years to come. A significant portion of the pre-agreed investments will go to the defence sector. Such state-directed investments will naturally have a significant impact on the competitive landscape in Germany and beyond. The German Monopolies Commission has … Continue reading Money for the defence sector and what it means for competition →

Future substantial domestic operations in German Merger Control?

One of the major topics of merger control will continue to be so-called killer acquisitions. This term describes cases in which an incumbent company acquires an innovative and still developing target. Due to a lack of relevant turnover of the target, these mergers are often below the respective turnover thresholds and are therefore not subject … Continue reading Future substantial domestic operations in German Merger Control? →

False starts into the new year: Update on gun jumping

Traditionally, the time between the years is not known for many interesting decisions and developments in antitrust law. However, it is noteworthy that in the first days of the new year, three decisions were published in which three major competition regulators imposed fines for violations of the merger control standstill obligation. These decisions serve as … Continue reading False starts into the new year: Update on gun jumping →

Third-party interventions in FIC proceedings: Unforeseen risks and hidden opportunities

These days, governmental bodies often have a say in whether foreign investments can proceed, particularly when national security or public order might be at stake. This is where Foreign Investment Control (FIC) comes in. While the influence of third parties in merger control proceedings is well-known, the potential impact of third-party involvement in FIC proceedings … Continue reading Third-party interventions in FIC proceedings: Unforeseen risks and hidden opportunities →

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 →

Germany blocks the full acquisition of an already majority-owned company

News broke yesterday that the German government prohibited the acquisition of 45% of the shares in a German satellite company by a Chinese acquirer. The notable twist: The acquirer already held 53% of the shares in the target. Kleo Connect is a German start-up that wants to provide global satellite data communications. 53% of its … Continue reading Germany blocks the full acquisition of an already majority-owned company →

EU Commission already under pressure to investigate foreign subsidies?

The EU’s Foreign Subsidies Regulation started to apply about a month ago. Most observers expected the regulation’s strongest impact to be on M&A transactions, not least because the European Commission does not exactly seem to have an abundance of staff to deal with the new rules. Yet, the regulator received at least two complaints against … Continue reading EU Commission already under pressure to investigate foreign subsidies? →