IT & Mergers

Mergers

The Chinese MOFCOM clears acquisition on the market for chemical materials used in the manufacture of integrated circuits and flat panel displays (Merck / AZ Electronics)
AnJie Law (Beijing)
Last Hurdle for Merck’s Acquisition of AZ Electronics Removed: MOFCOM’s 23rd Conditional Clearance* Following the antitrust watchdog in Germany, Japan, Taiwan and the United States, the Ministry of Commerce of the People’s Republic of China (MOFCOM) conditionally cleared Merck KGaA’s (Merck) (...)

The EU General Court confirms that the merged parties are not dominant in the internet visual communications market and rejects interoperability issues raised by appellants (Microsoft / Skype)
Ashurst (Milan)
EU Court upholds the Commission’s decision on the Microsoft/Skype deal* On 11 December 2013 the EU’s General Court (the “Court”) handed down its ruling concerning Microsoft’s acquisition of Skype. The Court held that the Commission rightly considered that the transaction does not restrict (...)

The Portuguese Competition, Regulation and Supervision Court annuls decision imposing a fine on a non-notified merger due to shortcomings related to rights of defence (ANF / Farminveste)
Abreu Advogados
Following the Portuguese Competition Authority (PCA) decision dated 28 December 2012 imposing a total EUR 149,278.79 fine on the National Pharmacy Association (Associação Nacional de Farmácias - ANF) and two of its subsidiaries, Farminveste 3 – Gestão de Participações, S.G.P.S., Lda. (Farminveste (...)

The US FTC challenges an acquisition in the market for audience measurement services (Nielsen / Arbitron)
Wilson Sonsini Goodrich & Rosati (Washington)
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Wilson Sonsini Goodrich & Rosati (Washington)
Background On December 18, 2012, Nielsen announced a $1.26 billion deal to acquire Arbitron. Both firms offer a variety of audience measurement services, which help advertisers and media companies estimate how many people tune-in to particular media content and the demographics of those (...)

The Chinese MOFCOM announces its conditional clearance of a merger on the market for LCD TV controller chip (MediaTek / MStar)
King & Wood Mallesons (Beijing)
Another “Hold-Separate” Decision of MOFCOM—MediaTek’s Acquisition of MStar is Cleared with Conditions* On August 27, 2013, MOFCOM announced its conditional clearance on MediaTek Inc’s (“MediaTek”) 4 billion USD acquisition of MStar Semiconductor Inc (“MStar“) (the “Transaction“). This is the second (...)

The Higher Regional Court Düsseldorf overrules decision of the Bundeskartellamt to free merger under remedies between two cable operators (Liberty Global / KabelBW)
Berlin School of Economics and Law
Recently, the Higher Regional Court Düsseldorf ("Court") overruled the decision of the Bundeskartellamt, the German competition authority, to free the merger between two cable operators, Liberty Global and KabelBW. The court decision is the outcome of an appeal procedure initiated by two (...)

The EU Commission unconditionally clears the acquisition by Japanese imaging equipment company of Belgian software provider (Canon / I.R.I.S.)
Van Bael & Bellis (Brussels)
On 18 February 2013, the European Commission unconditionally cleared the acquisition by Japanese imaging equipment company Canon of Belgian software provider I.R.I.S.. The transaction did not meet the EU notification thresholds, but was referred to the European Commission by the (...)

The U.S. DOJ challenges the acquisition by the market leader of product ratings and reviews platforms of its alleged closest competitor (Bazaarvoice/PowerReviews)
Wilson Sonsini Goodrich & Rosati (Washington)
On January 10, 2013, the U.S. Department of Justice sued Bazaarvoice, Inc. alleging that its acquisition of PowerReviews, Inc. in June 2012 violated Section 7 of the Clayton Act. The complaint alleges that Bazaarvoice was the market leader for product ratings and reviews platforms (PRR (...)

The Portuguese Competition Authority imposes a fine on a non-notified merger following an ex officio investigation (ANF / Farminveste)
Pares Advogados
On 28 December 2012, the Portuguese Competition Authority (PCA) fined the National Pharmacy Association (Associação Nacional de Farmácias - ANF) and two of its subsidiaries, Farminveste – Gestão de Participações, S.G.P.S., Lda. (Farminveste) and Farminveste – Investimentos, Participações e Gestão, (...)

The Chinese MOFCOM conditionally clears an off-shore joint venture involving European computer technology groups (ARM / Giesecke & Devrient / Gemalto)
First Principles Economics (FPE)
On the 6th December 2012 MOFCOM published its 6th and last merger decision of the year - a clearance, with conditions, of the Trustonic joint venture between ARM, Giesecke & Devrient (G&D), and Gemalto. Process The parties submitted their initial notification on 4th May 2012. MOFCOM (...)

The US FTC requires FRAND commitments as part of merger settlement in the industry of automotive diagnostics (SPX / Bosch)
Baker McKenzie
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Dechert (Washington)
FTC Requires FRAND Commitments as Part of Merger Settlement with Broad Implications* On November 26, 2012, the FTC and Robert Bosch GmbH entered into a Consent Agreement that resolved the FTC’s inquiry into Bosch’s $1 billion acquisition of SPX Services. As part of the Consent Agreement the FTC (...)

The EU Commission approves joint-venture offering enhanced security services for applications such as mobile payments running on smartphones and tablets (Giesecke & Devrient / Gemalto)
Ashurst (Milan)
European Commission approves joint-venture in the market of Trusted Execution Environments* On 7 November 2012, the European Commission has approved, subject to conditions, the creation of the joint-venture (“the JV”) between ARM, Giesecke & Devrient and Gemalto, under the European (...)

The US FTC seeks divestiture and conduct remedies before approving an acquisition in the highly concentrated market for commercial real estate information (CoStar / Loopnet)
Venable (New York)
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Venable (Washington)
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Venable (Washington)
After a year of scrutiny, the Federal Trade Commission (FTC) resolved its competitive concerns over the merger of two firms that provide commercial real estate (CRE) listings and other data. In April 2011, CoStar Group, Inc. announced plans to acquire LoopNet, Inc. for approximately $860 (...)

The US FTC imposes divestiture and "unusual" conduct remedies to protect the competitor after an acquisition in commercial real estate databases and information services (CoStar / Loopnet)
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
On April 26, 2012, the FTC challenged CoStar Group’s proposed $860 million acquisition of LoopNet and accepted a settlement that required not only divestitures, but also “unusual” additional conduct remedies. CoStar is the largest provider of commercial real estate (CRE) information services in (...)

The Chinese MOFCOM approves acquisition subject to what some observers believe were over-cautious conditions linked to a lack of experience and institutional resources (Google / Motorola Mobility)
Sheppard Mullin (Beijing)
China’s MOFCOM Grapples With Open Source Issues In Google-Motorola Deal* This past February the US Department of Justice (“DOJ”) and European Commission (“Commission”) cleared Google Inc.’s acquisition of Motorola Mobility Holdings Inc. without any conditions. In contrast, on May 19, 2012 the (...)

The Chinese MOFCOM conditionally clears an acquisition in the smartphone and smartphone operating system sectors (Google / Motorola Mobility)
Institute of American Studies
China’s Ministry of Commerce Conditionally Clears the Google/Motorola Mobility Deal* On 19 May 2012, China’s Ministry of Commerce (‘MOFCOM’) announced its conditional clearance decision on the acquisition of Motorola Mobility by Google, which removed the last hurdle for the USD12.5 billion (...)

The Chinese MOFCOM conditionally approves a merger between two leading hard drive disks manufacturers (Seagate / Samsung)
Jones Day (Beijing)
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Gibson Dunn (Hong Kong)
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Jones Day (Beijing)
China’s Ministry of Commerce (MOFCOM) has approved Seagate’s acquisition of the hard drive disk division of Samsung Electronics ("Samsung HDD") under China’s Anti-Monopoly Law ("AML"), but imposed conditions to ensure that Samsung, although controlled by Seagate, remains an independent competitor. (...)

The French Competition Authority clears a merger in the e-commerce sector (Altarea / Rue du commerce)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence clears the acquisition of Rue du Commerce’s sole control by Altarea*. The Autorité de la concurrence examined the acquisition of Rue du Commerce by Altarea, by means of the (...)

The US DoJ closes its investigation and gives green light to $400 M acquisition in the advertising display industry (Google/Admeld)
Sidley Austin (Brussels)
DOJ closes investigation into Google’s acquisition of Admeld Inc.* On December 2, 2011 the DOJ announced its decision to close the investigation into Google’s acquisition of Admeld Inc. allowing Google to complete its $ 400 million merger. The DOJ’s investigation focused on the potential (...)

The US DoJ imposes divestiture of US operations before clearing a merger in the highly concentrated markets for point-of-sale terminals tailored for small and large retail stores (VeriFone / Hypercom)
King & Spalding
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King & Spalding (Washington)
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King & Spalding (Washington)
The Department of Justice (DOJ) filed two civil antitrust lawsuits, challenging, on May 10, the consummated merger between George’s Inc. and Tyson Foods and, on May 12, the proposed acquisition by Verifone Systems, Inc. of Hypercom Corp. Neither transaction was subject to the pre-merger (...)

The US DoJ requires divestiture of the entire US business, but to a different buyer than the one proposed by the parties, before approving a merger in the market for point-of-sale terminals in retail stores (VeriFone / Hypercom)
Jones Day (Sillicon Valley)
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Jones Day (Washington)
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Jones Day (Sillicon Valley)
In any transaction involving the combination of two or more competitors, M&A lawyers should consider whether antitrust issues may impact the deal, and how they can be addressed in the merger agreement. Most of the transactions closely scrutinized by the U.S. antitrust authorities are (...)

The US District Court for the District of Columbia blocks a merger in the digital do-it-yourself tax preparation software industry providing insights on evidence to use on S. 7 challenge (H&R Block / TaxAct)
Skadden, Arps, Slate, Meagher & Flom (New York)
United States v. H&R Block: The DOJ Invokes Brown Shoe to Shed the Oracle Albatross* On November 10, 2011, the U.S. Department of Justice won its first fully litigated merger challenge since its 2004 defeat in United States v. Oracle Corp. In the interim, the Federal Trade Commission had (...)

The US District Court for the District of Columbia grants DoJ request to enjoin a merger between two digital do-it-yourself tax preparation software providers (H&R Block / TaxAct)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Palo Alto)
This article has been nominated by the Business Steering Committee for the business category, mergers section of the 2012 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On October 31, 2011, the U.S. District Court for the District of Columbia is sued (...)

A US district court stops a merger between two digital do-it-yourself tax preparation software providers as the proposed combination would have likely led to a lessening of competition in the relevant market (H&R Block / TaxAct)
United Nations Development Programme (UNDP)
DOJ prevents H&R block acquisition as epic battle with AT&T looms* In what may be one of the more ironic uses of taxpayer-funded litigation, the DOJ scored an important victory by preventing tax-prep software company H&R Block’s acquisition of its competitor - TaxAct. U.S. District (...)

A US federal district court prohibits proposed combination of tax software makers as it violates S. 7 of the Clayton Act (H&R Block / TaxAct)
Wolters Kluwer (Riverwoods)
Proposed Combination of Tax Software Makers Violates Section 7 of the Clayton Act* The federal district court in Washington, D.C. yesterday released its Memorandum Opinion explaining its October 31 order enjoining H&R Block, Inc.’s proposed acquisition of 2SS Holdings, Inc.—the maker of (...)

The EU Commission decides not to oppose the notified operation and declares it compatible with the internal market and the EEA Agreement (Microsoft / Skype)
University of South Australia
Microsoft/Skype – or the Commission in the Shadow of Parties Submission* The Commission’s decision in Microsoft/Skype contradicts its previous Article 102 decisions in Microsoft I (WMP) and Microsoft II (Internet Explorer). Read §152 of Microsoft/Skype : “consumers do not simply use whatever (...)

The US DoJ imposes conduct remedies, including "FRAND" licensing, before approving a vertical merger with anticompetitive concerns in the comparative-flight-search industry (Google / ITA)
Robins Kaplan (Minneapolis)
According to conventional wisdom, the Department of Justice and the Federal Trade Commission prefer structural merger remedies like divestiture over remedies that require ongoing monitoring of post-merger conduct. Structural remedies offer comparative ease of implementation and require (...)

The US DoJ requires conduct remedies before allowing a vertical merger between a popular generic online search engine and a widely-used flight information services provider (Google / ITA)
Robins Kaplan (Minneapolis)
According to conventional wisdom, the Department of Justice and the Federal Trade Commission prefer structural merger remedies like divestiture over remedies that require ongoing monitoring of post-merger conduct. Structural remedies offer comparative ease of implementation and require (...)

The Hungarian Competition Authority holds that outsourcing agreements shall be notified as change of control over a business unit, contrary to the European Commission’s practice that qualifies it as service contract (HP / E.ON)
Philip Morris
1. Introduction On 30 June 2011, the Hungarian Competition Office (HCO) cleared an outsourcing agreement concluded between Hewlett-Packard GmbH (HP) and E.ON IT GmbH (E.ON IT) (together the Parties) in a Phase I merger procedure. The HCO concluded that the outsourcing of the previously (...)

The US DoJ allows acquisition of the leading airfare pricing provider by the largest Internet search provider with settlement reflecting antitrust enforcement trends (Google / ITA)
Jones Day (Houston)
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Jones Day (Sillicon Valley)
On October 5, 2011, following a public comment period, the U.S. District Court for the District of Columbia issued its final judgment approving the requirements Google and ITA Software have agreed to in order to address the U.S. Department of Justice’s alleged anticompetitive concerns stemming (...)

The UK OFT decides to clear proposed national address gazetteer joint venture on the basis of the de minimis exception (Ordnance Survey and Local Government)
Herbert Smith Freehills (Brussels)
I. Introduction and background Ordnance Survey (OS) is an independent non-ministerial government department which produces a wide range of mapping products. Local Government Improvement and Development (LGID) is the business name of the Improvement and Development Agency for Local Government (...)

The European Commission approves a merger between two US software companies subject to a set of commitments ensuring fair competition in the sector of computer security (Intel / McAfee)
French Competition Authority (Paris)
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European External Action Service
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Danish Competition and Consumer Authority (Copenhagen)
Intel/McAfee* Introduction On 26 January 2011 the European Commission approved the proposed acquisition of McAfee by Intel, both of the US. The approval is conditional upon a set of commitments ensuring fair competition in the sector of computer security. Computer security is a growing (...)

The US DoJ and FTC issue new merger guidelines suggesting increased focus on deals in high tech and pharmaceutical sectors
Gibson Dunn (New York)
New U.S. Merger Guidelines Suggest Increased Focus on Deals in High Tech and Pharmaceutical Sectors* In August 2010, the U.S. antitrust agencies released the final version of their revised Horizontal Merger Guidelines, which they use to analyze the competitive implications of mergers between (...)

The UK Office of Fair Trading refers an acquisition in the media images sector leading the parties to abandon the merger (Getty Images / Rex Features)
Herbert Smith Freehills (Brussels)
Introduction and background This was a transaction involving two companies (Rex Features Limited - “Rex” - and Getty Images, Inc - “Getty”) with overlapping activities in the licensing of stock and editorial images to media companies (in particular celebrity and entertainment images). The two (...)

The EU Commission clears subject to conditions an acquisition on the market for video communication systems via internet (Cisco / Tandberg)
Ashurst (Milan)
European Commission clears Cisco’s acquisition of Tandberg, subject to conditions* On 29 March 2010, the European Commission approved the proposed acquisition of Norway’s Tandberg, a vendor of video communications systems, by Cisco Systems subject to conditions. On the same day, just one hour (...)

The European Commission clears, subject to divestment, the acquisition of a vendor of videoconferencing products with dual headquarters in Norway and in the US by US company (Cisco/Tandberg)
"Merger: main developments between 1 January and 30 April 2010" On 29 March the Commission approved under the EU Merger Regulation the proposed acquisition of Tandberg, a vendor of videoconferencing products with dual headquarters in Norway and in the US, by Cisco of the US. The approval is (...)

The US DoJ challenges consummated USD 5 M merger in the voting equipment systems industry (Election Systems and Software / Premier Election Solutions)
Simpson Thacher & Bartlett (New York)
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US Department of Justice (Washington)
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Fried Frank Harris Shriver & Jacobson (Washington)
On March 8, 2010, the Antitrust Division of the Department of Justice (the "DOJ") and nine states announced a settlement in their challenge of Election Systems & Software Inc.’s ("ES&S") $5 million acquisition of Premier Election Solutions, Inc. and PES Holdings, Inc. ("Premier"). At the (...)

The European Commission clears in phase I a merger in the internet search market addressing the concept of concentration and conducting a detailed two-sided market analysis (Microsoft, Yahoo!Search Business)
Skadden, Arps, Slate, Meagher & Flom (Brussels)
Microsoft/Yahoo! – the concept of a concentration* The Commission’s recent decision approving Microsoft’s acquisition of Yahoo!’s Search Business (including internet search and search advertising) contains an interesting application of the definition of a concentration under the Merger Regulation. (...)

The European Commission clears merger in the internet search and search advertising services markets (Microsoft, Yahoo)
European Commission - DG COMP
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European Commission
"Economic background of the Microsoft/Yahoo! Case"* I. Introduction This paper offers an economic background for the analysis conducted by the Commission during the recent M.5727 Microsoft/Yahoo! transaction and complements the article ‘The Microsoft/Yahoo! Search business case’ published in (...)

The European Commission clears in Phase II a merger in computer programming activities sector conducting the economic analysis based on a dynamic theory of harm (Oracle, Sun Microsystems)
RBB Economics (Brussels)
A few thoughts on Oracle’s Sun takeover and Widenius appeal* On Friday 2nd July, Monty Widenius, founder of open source database company MySQL, owned by Sun, filed an appeal against the European Commission’s unconditional clearance of the merger between Oracle and Sun Microsystems. The main (...)

The European Commission unconditionally clears merger between two US software undertakings (Oracle, Sun Microsystems)
European Commission - DG COMP
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FTI Consulting (Brussels)
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European Commission - DG MOVE
Oracle/Sun Microsystems: The challenge of reviewing a merger involving open source software* I. Introduction On 21 January 2010 the Commission unconditionally cleared the planned takeover of Sun Microsystems (‘Sun‘), a software and hardware vendor, by Oracle Corporation (‘Oracle‘), one of the (...)

The Chinese MOFCOM clears the merger of consumer electronic companies with conditions (Panasonic / Sanyo)
WilmerHale (Beijing)
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WilmerHale (Beijing)
China’s Ministry of Commerce ("MOFCOM") on October 31, 2009 cleared the Panasonic/Sanyo transaction with conditions, concluding a nine-month review period. The Panasonic/Sanyo transaction is the most recent of the five transactions that MOFCOM has cleared with conditions since the Anti-Monopoly (...)

The Competition Authority of Bosnia & Herzegovina clears a merger of two Internet providers and imposes a fine for submission of incorrect information (Aneks/Ki sistemi)
University of Technology (Tallinn)
Summary The Competition Authority of Bosnia & Herzegovina (Konkurencijsko vijeće) (KV) cleared a merger between two dial-up and broadband internet providers in the cities of Banja Luka and Prijedor imposing a fine for the submission of incorrect information by the merging parties. Facts (...)

The European Commission clears an acquisition in the market for navigable digital maps (TomTom/Tele Atlas)
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European Commission - DG COMP
"Mergers: main developments between 1 May and 31 August 2008"* In May the Commission approved the proposed acquisition of Tele Atlas by TomTom, both of the Netherlands. Tele Atlas is a provider of navigable digital maps and TomTom produces portable navigation devices (PNDs — often known as (...)

The European Commission clears an acquisition in the online advertising market (Google/DoubleClick)
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European Commission - DG COMP
"Mergers: main developments between 1 January and 30 April 2008"* On 11 March the Commission decided to clear the proposed acquisition of the online advertising technology company DoubleClick by Google, both based in the US. Google operates an internet search engine that offers search (...)

The European Commission clears merger in the online advertising market applying for the first time the non horizontal merger guidelines (Google, DoubleClick)
European Commission - DG COMP
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European Commission - DG COMP
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European Commission - DG CNECT
"Google/DoubleClick: The first test for the Commission’s nonhorizontal merger guidelines"* I. Introduction The Google/DoubleClickmerger generated considerable interest as it concerned the ubiquitous search engine that most Europeans use in their daily lives. From a competition policy (...)

The European Commission clears an acquisition in the wireless telecommunications industry (Syniverse/BSG)
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European Commission - DG COMP
"Mergers: Main developments between 1 September and 31 December 2007"* In December the Commission decided to clear the acquisition by the US technology group Syniverse of the BSG Group’s wireless business, providing data and financial clearing services to wireless telecommunication companies (...)

The Czech NCA clears a merger in the IT services sector with remedies, including the transfer of a public contract to a third independent party (Telefónica/Deltax)
Clifford Chance (Prague)
The operation Telefónica O2 Czech Republic a.s. ("Telefonica") acquired a 100 % share in DELTAX, Systems a.s. ("Deltax"), a company specialized in software and IT solutions. The market(s) The relevant market was defined as the market of IT services. Since the merging parties would have the (...)

The European Commission clears a merger in the electronic travel distribution services through a global distribution system (GDS) (Travelport/Worldspan)
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European Commission - DG COMP
"Merger control: Main developments between 1 May and 31 August 2007"* On 21 August the Commission cleared Travelport‘s proposed acquisition of sole control of Worldspan. Both companies provide electronic travel distribution services through a Global Distribution System (GDS). There were (...)

The Greek Competition Commission clears a merger in the hardware, software and information technology services sectors (Info-Quest/Unisystems)
International Chamber of Commerce (ICC)
Greek Competition Commission (GCC) (Epitropi Antagonismou), 26 April 2007, Info-Quest and Unisystems, Decision n° 337/V/2007 ) I. Factual Background Prior to the proposed acquisition in question, “Info-Quest” held from the 25 of October 2006, 32,976% of the share capital in “Unisystems”. This (...)

The French Competition Council reviews, for the first time on referral from the French Supreme Administrative Court, the impact on competition of a share acquisition in the enterprise resource planning software solutions sector (CEGID/CCMX Holding)
PagesJaunes
On July 23, 2004 the acquisition of 100% of the shares of CCMX Holding (“CCMX”) by Cegid SA (“Cegid”) thereby conferring Cegid sole control of CCMX, was notified to the French Minister of Economy (the “Minister”). Both parties were active in the design, development and marketing of ERP software (...)

The Estonian Competition Authority clears a merger in phase II in the markets of wholesale broadband access and retail broadband access with divestiture remedies (Elion/MicroLink)
General Electric (Brussels)
The operation By a decision dated 21 October 2005, the ECA authorised in phase II the acquisition by Estonian company Elion (an indirect subsidiary of Swedish-Finnish telecommunications company TeliaSonera) of Estonian ICT company MicroLink (para. 1). The market(s) The relevant markets were (...)

The French Supreme Administrative Court refers to the French Competition Council, for the first time ever, a clearance decision of the French Minister of Economy regarding a share acquisition in the enterprise resource planning software solutions sector (CEGID/CCMX Holding)
PagesJaunes
On July 23, 2004 the acquisition of 100% of the shares of CCMX Holding (“CCMX”) by Cegid SA (“Cegid”) thereby conferring Cegid sole control of CCMX, was notified to the French Minister of Economy (the “Minister”). Both parties were active in the design, development and marketing of Enterprise (...)

The European Commission conditionally clears a merger in the financial data industry (Telerate/Reuters)
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European Commission - DG COMP
"Mergers — Main developments between 1 May and 31 August 2005"* The European Commission cleared the acquisition of the financial data provider Moneyline Telerate Holding (‘Telerate’) by its major global competitor, Reuters Limited (‘Reuters’). The Commission’s review of the operation highlighted (...)

The European Commission acknowledges the withdrawal of a proposed joint acquisition in the digital rights management (DRM) industry (Microsoft/Time Warner/Contentguard)
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European Commission - DG COMP
"Mergers — Main developments between 1 January to 30 April 2005"* Microsoft and Time Warner had notified the Commission of their intention to acquire joint control of Contentguard. Contentguard is one of the main Digital Rights Management (DRM) patent-holders. The Commission launched an (...)

The UK Competition Commission clears a merger in the construction data market, subject to the divestment of a project information and contact data business from the target (Emap/ABI)
Serle Court
The operation Emap plc (Emap) is a media company, active in the sale of magazines, the ownership of local radio stations and the organisation of events and conferences. Through Emap Glenigan, it provides construction sales and marketing services (CSMS) and, more particularly, construction (...)

The European Commission approves a merger between competitors in software applications for businesses (Oracle Corp/PeopleSoft)
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European Commission - DG COMP
"Merger control: Main developments between 1 September and 31 December 2004"* The Commission approved Oracle Corp’s acquisition of PeopleSoft Inc. The two companies are rival makers of software applications for businesses. After a detailed investigation, the Commission concluded that there was (...)

The French Minister of Economy grants phase one clearance to a share acquisition in the enterprise resource planning software solutions sector irrespective of the huge barriers to entry that characterize the relevant market (CEGID/CCMX Holding)
PagesJaunes
On September 14, 2004, the acquisition of 100% of the shares of CCMX Holding (“CCMX”) by Cegid SA (“Cegid”) thereby conferring Cegid sole control of CCMX, was notified to the French Minister of Economy (the “Minister”). Both parties were active in the design, development and marketing of ERP software (...)

A US District Court rules that the second-largest software company can proceed with its proposed bid despite DoJ’s legal challenge (Oracle / Peoplesoft)
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Shearman & Sterling (Washington)
On September 9, 2004, a federal judge ruled that Oracle, the nation’s second-largest software company, could proceed with its hostile bid for PeopleSoft, handing the Department of Justice (“DOJ”) a significant defeat in a legal challenge to a corporate merger. DOJ had sought to block Oracle’s (...)

The UK Office of Fair Trading clears a merger in the software/IT sector subject to the divestment of a stand-alone business operating in the healthcare sector (iSOFT/Torex)
Added Value Capital Partners (AVCP)
The operation iSOFT provides software and systems to healthcare provider organisations including the NHS. Torex provides healthcare technology software and systems for healthcare providers to GPs, laboratories, hospitals and community care. Torex also provides the hardware, installation and (...)

The UK Competition Appeal Tribunal rules on the obligation for the OFT to refer a merger case to the Competition Commission whenever there is doubt about whether it would result in a substantial lessening of competition (IBA Health)
Hogan Lovells (London)
On 3 December 2003, the Competition Appeal Tribunal in the UK upheld an application by IBA Health Ltd for judicial review against the Office of Fair Trading’s decision not to refer the anticipated merger between iSoft Plc and Torex Plc to the Competition Commission for detailed investigation. (...)

The US FTC seeks divestiture of an exact copy of software, thereby resolving anticompetitive effects from a completed merger in the engineering software industry (MSC / UAI / CSAR)
Akin Gump Strauss Hauer & Feld (Dallas)
On August 14, 2002, the FTC announced that MSC Software Corporation had agreed to enter into a consent settlement, resolving concerns that arose after MSC acquired Universal Analytics, Inc. (“UAI”) and Computerized Structural Analysis & Research Corp. (“CSAR”) in 1999. The FTC determined that (...)

The US DOJ fines two US software companies for improperly coordinating their actions before closing of the merger in violation of the HSR Act and Section 1 of the Sherman Act (CA/Platinum)
WilmerHale (Washington)
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Stanford University
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WilmerHale (Brussels)
The Department of Justice has just brought a case that should cause merging parties to take even greater precautions to ensure they do not improperly coordinate before closing. The DoJ complaint alleges violations both of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and of (...)

The US FTC prevents the closing of a merger between two major online job boards and suggests that relevant market is limited to online job services (Monster/Hotjobs)
WilmerHale (Washington)
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Williams & Connolly
In June 2001, TMP Worldwide, owner of the dominant online job board “Monster.com,” agreed to purchase the second largest online job board, “HotJobs.” Rather than permitting the merger to go forward as scheduled, the Federal Trade Commission (“FTC”) prevented the closing indefinitely until the parties (...)

The US FTC collects significant penalties for violations of the pre-merger notification rules after clearing a merger in the market for electronic integratable drug information databases (Hearst / Medi-Span)
Hughes Hubbard & Reed (New York)
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Law Office of Renee C. Redman
It is, of course, too early to tell conclusively whether, and to what extent, antitrust enforcement by the Federal Trade Commission (FTC) and the United States Department of Justice (DOJ) will change under the new Bush administration. Both agencies have indicated that they do not intend to (...)

The US FTC imposes a host of conduct remedies, regulating business operations and reporting obligations, to prevent the exclusion of other competitors resulting from a vertical merger in the internet and cable industries (AOL / Time Warner)
Wachtell Lipton Rosen & Katz (New York)
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Hogan Lovells (Washington)
AFTER THE PUBLICATION OF OUR article, Antitrust Review of New Economy Acquisitions, in the Fall 2000 issue of this magazine, the federal antitrust authorities continued to leave their mark on the developing new economy. Two subsequent consent decrees—AOL-Time Warner and WorldCom-Intermedia— (...)

The European Commission prohibits the merger between two US telecommunications companies (MCI WorldCom/Sprint)
Service européen pour l’action extérieure (EEAS)
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Financial Conduct Authority (FCA)
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European Commission - DG COMP
"Merger Control: main developments between 1st May 2000 and 31st August 2000"* The Commission decided to prohibit the merger between US telecommunications firms MCI WorldCom Inc and Sprint Corp as it would have resulted in the creation of a dominant position in the market for top-level (...)

Procedures

The EU General Court refuses to allow third party to intervene in appeal against a merger clearance (Monty Program)
Van Bael & Bellis (Brussels)
In an order of 8 April 2011, the General Court (“GC”) refused to grant the third party Canonical leave to intervene in the appeal by Monty Program against the European Commission’s decision to approve the acquisition by Oracle of Sun Microsystems. On 21 January 2010, the European Commission (...)

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