Mergers & Coordinated effects

Mergers

The UK Competition Appeal Tribunal dismisses an appeal against divestiture order under UK Enterprise Act 2002 (Ryanair)
Herbert Smith Freehills (London)
Ryanair Holdings Plc (“Ryanair”) and Aer Lingus Group plc (“Aer Lingus”) are Irish low-cost airline competitors that share more than 40 routes from and to Ireland. On 7 March 2014 in case 1219/4/8/13 Ryanair Holdings PLC v Competition Commission [2014] CAT 3, the Competition Appeal Tribunal ("CAT" (...)

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 U.S. DoJ challenges an acquisition in the air transport sector (US Airways / American Airlines)
Wilson Sonsini Goodrich & Rosati (Washington)
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Wilson Sonsini Goodrich & Rosati (Washington)
On August 13, 2013 the U.S. Department of Justice (DOJ), six states, and the District of Columbia filed suit against US Airways Group, Inc. (US Airways) and AMR Corporation (American) alleging that the defendants’ proposed merger violates Section 7 of the Clayton Act. This marks the first time (...)

The US DOJ insists on divestiture of the entire US operations before approving acquisition in the beer industry (AB InBev / Grupo Modelo)
Cleary Gottlieb Steen & Hamilton (Cologne)
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Cleary Gottlieb Steen & Hamilton (Washington)
Introduction Early in his Second Inaugural Address, President Obama declared: “Together, we discovered that a free market only thrives when there are rules to ensure competition and fair play”. With this statement, President Obama became just the sixth president to make reference to the (...)

The Spanish Competition Authority fines a payment processing company for infringing commitments offered to obtain merger clearance (REDSYS)
European Commission - DG COMP
On 17 December 2012 the Spanish Competition Authority ("CNC") imposed a fine of €819,000 on REDSYS S.L. ("REDSYS") as it considered that the payment processing company had infringed the commitments which it had voluntarily offered in Phase 2 of the procedure in order to obtain clearance for its (...)

The EU Commission adopts a decision declaring a merger compatible with the internal market and the functioning of the EEA (Hutchison 3G Austria / Orange Austria)
RBB Economics (Brussels)
H3G/Orange Austria – Commission starts using UPP* On 24 July, the Commission published the non-confidential version of the decision in the Hutchison 3G Austria/Orange Austria case. The case, cleared subject to commitments following a Phase II investigation, represents a significant development (...)

The UK Competition Commission finds a substantial lessening of competition (SLC) based on coordinated effects (Anglo American / Lafarge)
Herbert Smith Freehills (Brussels)
On 1 May 2012 the Competition Commission (CC) published its decision on the anticipated joint venture between Anglo American PLC and Lafarge SA in the market for construction materials. The CC concluded that the proposed joint venture would give rise to a substantial lessening of competition in (...)

The UK Competition Commission finds that the joint venture between two of the largest suppliers of construction materials in the UK would give rise to substantial lessening of competition based on coordinated effects (Anglo American / Lafarge)
Herbert Smith Freehills (Brussels)
On 1 May 2012 the Competition Commission (CC) published its decision on the anticipated joint venture between Anglo American PLC and Lafarge SA in the market for construction materials. The CC concluded that the proposed joint venture would give rise to a substantial lessening of competition in (...)

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 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 (...)

The Chinese MOFCOM conditionally clears the acquisition in the electronic yarn clearers for automatic winders (Penelope / Savio)
King & Wood Mallesons (Beijing)
MOFCOM’s 8th Conditional Clearance - Alpha V/Savio Deal* On 31 October 2011, the Ministry of Commerce (MOFCOM) publicly announced the eighth conditional merger clearance since the enactment of the Anti-monopoly Law (AML) in 2008. According to its announcement , MOFCOM cleared the proposed (...)

The Spanish Competition Commission approves with commitments the concentration of the two main operators in transformation and wholesale rice (EBRO / DEOLEO)
Callol, Coca & Asociados (Madrid)
The merger consisting of the acquisition by EBRO FOODS, S.A. (EBRO) of DEOLEO, S.A. (DEOLEO) – formerly SOS COPRPORACION ALIMENTARIA, S.A. (SOS) - rice business assets leads to the concentration of the two main operators in transformation and wholesale rice, for its commercialization with (...)

The Chinese MOFCOM issues new interim provisions on the assessment of anticompetitive effects of mergers
Linklaters (Beijing)
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Linklaters (Shanghai)
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Linklaters (London)
On 2 September 2011, the PRC Ministry of Commerce (the “MOFCOM”) published on its website the Interim Provisions on Assessment of Competitive Impact of Concentrations of Business Operators (the “Interim Provisions”), which came into effect on 5 September 2011. The Interim Provisions elaborate on (...)

The EU Commission clears a joint venture in the pharmaceutical sector, after examining possible coordination between Chinese State-owned companies (DSM / Sinochem)
Van Bael & Bellis (Brussels)
In a decision of 19 May 2011, the European Commission unconditionally cleared the creation of a joint venture between Dutch pharmaceutical company DSM and Chinese State-owned conglomerate Sinochem. The joint venture will be active primarily in antibiotics and other anti-infective products. In (...)

The German Federal Cartel Office blocks a joint‐venture for the creation of an online video on demand platform by the two leading German TV broadcasters (RTL / Pro7Sat1)
NOCON
I. Transaction RTL and Pro7Sat1 planned to set up an online video on demand (VOD) platform which allows users toaccess and watch professional video content. The concept of the platform was to provide content that has already been transmitted on TV and can be accessed free of cost for seven (...)

The Italian Competition Authority starts a second phase investigation into a banking merger for allegedly anti-competitive coordinated effects (Intesa San Paolo / Banca Monte Parma)
Desogus Law Office (Cagliari)
The Italian Competition Authority (ICA) has decided to open a Second Phase investigation into the Intesa San Paolo (ISP) acquisition of Banca Monte Parma (BMPR). The ICA held that the transaction was likely to result in the creation or strengthening of a dominant position in a number of banking (...)

The US FTC imposes conduct remedies prior to clearing a vertical merger causing anticompetitive concerns in the soft drink industry (PepsiCo / Pepsi Bottling)
Cleary Gottlieb Steen & Hamilton (Cologne)
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Cleary Gottlieb Steen & Hamilton (Washington)
After a decade of what was perceived by many as relatively restrained merger enforcement, the Obama administration has repeatedly and vocally vowed to “reinvigorate antitrust enforcement” and to “take effective action to stop or restructure mergers that are likely to harm consumer[s]”. Many (...)

The French Competition Authority clears a merger in the milk collection and manufacturing of cheeses sector (Sodiaal / Entremont)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence authorizes the purchase of the Entremont group by the Sodiaal agricultural cooperative.* The Autorité de la concurrence has just issued a decision in which it authorizes the (...)

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 Chinese MOFCOM conditionally clears a merger in the pharmaceutical industry (Novartis / Alcon)
Linklaters (Beijing)
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Linklaters (London)
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Linklaters (Brussels)
On 13 August 2010, the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) issued a conditional approval for the proposed acquisition of Alcon (“Alcon”) by Novartis AG (“Novartis”). The decision was issued after a merger review of just under four months (one month for Phase One review (...)

The Düsseldorf Court of Appeals annuls the decision by the German Federal Cartel Office which prohibited a petrol distributor acquiring 59 petrol stations (Total / OMV)
Fried Frank Harris Shriver & Jacobson (London)
I. Introduction On August 4, 2010, the Düsseldorf Court of Appeals (the Court) annulled the decision by the German Federal Cartel Office (FCO) which prohibited Total Deutschland GmbH (Total) acquiring 59 petrol stations from OMV Deutschland GmbH (OMV). This judgment is a setback for the FCO, (...)

The French Competition Authority authorises the creation of a mutual insurance group company by three insurance companies (MACIF, MAIF & MATMUT)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence authorises the pooling of certain activities of the MACIF, the MAIF and the MATMUT.* In its decision of 2 June 2010, the Autorité authorised the creation of a mutual insurance (...)

The French Competition Authority clears, under conditions, a merger in the sugar and spirits sector on Reunion Island (Tereos / Quartier Français)
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 the Quartier Français Group by the Tereos Group, under certain conditions.* The Autorité de la concurrence has carefully examined the Tereos Group’s (...)

The US FTC imposes remedies before clearing a merger affecting multiple markets for animal health and pharmaceutical products (Pfizer / Wyeth)
Akin Gump Strauss Hauer & Feld (Dallas)
The FTC entered into a consent agreement with Pfizer Inc. and Wyeth, requiring divestiture of one entity’s U.S. operations in over 20 markets for various animal health and pharmaceutical products. The consent order, established on January 25, 2010, sets forth the divestiture of Wyeth’s U.S. (...)

The French Competition Authority publishes guidelines regarding the control of mergers and acquisitions
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence publishes guidelines regarding the control of mergers and acquisitions.* On its Internet site, the Autorité de la concurrence has published new draft guidelines on the control of (...)

The EU Commission opens an in-depth investigation into the planned acquisition on the market for databases (Oracle and Sun Microsystems)
Ashurst (Milan)
Commission’s in-depth investigation into Sun Microsystems takeover by Oracle* On 3 September 2009, the European Commission opened an in-depth investigation into the planned acquisition of U.S. hardware and software vendor Sun Microsystems by Oracle Corporation, a U.S. database and application (...)

The French Council of State confirms the clearance of a merger in the audit and accounting services sector and clarifies the legal test for collective dominance (Deloitte / JMF)
Dechert (Paris)
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Herbert Smith Freehills (Paris)
Background This case arose out of the clearance granted by the French Minister of the Economy ("Minister") for the acquisition by Deloitte of Janny Marque Futur ("JMF"), the holding company of BDO Marque et Gendrot ("BDO"). Through this transaction, Deloitte, one of the "Big Four", acquired (...)

The German Competition Authority clarifies its approach towards an alleged oligopoly on the German retail petrol markets in a decision prohibiting the acquisition of 59 gas stations in Saxony and Thuringia (Total / OMV)
Dentons (Berlin)
In the decision of 29 April 2009, the German Federal Cartel Office (“FCO”) prohibited the proposed acquisition of OMV Deutschland GmbH’s (“OMV”) 59 petrol stations located in Saxony and Thuringia by Total Deutschland GmbH (“Total”). The FCO founded in its decision that the concentration to strengthen (...)

The German Competition Authority prohibits acquisition of petrol stations by a French oil company (Total / OMV)
Van Bael & Bellis (Brussels)
According to a press release of 29 April 2009, the German Federal Cartel Office (FCO) prohibited the proposed acquisition by Total, which owns the fourth largest petrol station network in Germany, of 59 petrol stations in Eastern Germany owned by OMV Deutschland GmbH. In the FCO’s view, the (...)

The German Federal Court of Justice confirms the prohibition of an energy merger considering that the German market for primary sales of electricity is dominated by a duopoly (E.ON / Stadtwerke Eschwege)
Freshfields Bruckhaus Deringer (Berlin)
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Freshfields Bruckhaus Deringer
In a judgment of 11 November 2008, the German Federal Court of Justice (Bundesgerichtshof) (Federal Court) upheld a previous decision of the Higher Regional Court of Düsseldorf (Higher Regional Court) which had itself confirmed a decision of the Federal Cartel Office (FCO) blocking E.ON’s plan to (...)

The German Federal Court of Justice confirms the prohibition of a merger in the electricity market (E.ON / Stadtwerke Eschwege)
University of East Anglia - CCP (Norwich)
The German electricity market is dominated by four vertically integrated firms: E.ON, RWE, Vattenfalland EnBW exclusively able to cover both base load and peak load demand. Regional and local retailers, often municipality owned (Stadtwerke), sell electricity to final customers or other local (...)

The EU Commission conditionally clears a merger in the production of dry, compressed and liquid baker’s yeast (Associated British Foods / GBI)
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European Commission - DG COMP
"Mergers: main developments between 1 September and 31 December 2008"* On 23 September the Commission cleared the proposed acquisition of certain parts of GBI of the Netherlands by the UK-based company Associated British Foods (ABF), subject to conditions. Both companies produce dry, (...)

The EU Commission conditionally approves a merger in the baking industry after analysis of possible coordinated effects (ABF / GBI)
Université Catholique de Lille
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European Commission - DG COMP
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APCO Worldwide
"ABF/GBI Business: coordinated effects baked again"* I. Introduction Just a few months after the Court of Justice gave a key ruling in Sony/BMG v Impala, the Commission adopted its decision in the ABF/GBI Businesscase. This was the first case since Airtoursin which the Commission intervened (...)

The UK Office of Fair Trading (OFT) reviews a merger between two radio broadcasters and required radio station divestments to resolve competition concerns in the East and West Midlands (Global Media / GCap)
Vodafone (Newbury)
The operation Global Radio UK Limited (Global) is a privately-owned UK based commercial radio group with nine local radio stations that operate in London, the Midlands and the North of England. GCap Media plc (GCap) is a public company listed on the London Stock Exchange. It owns a (...)

The French Minister of economics clears a telecom merger without remedies after investigating possible coordinated effects and elimination of a maverick (Iliad / Liberty Surf)
RBB Economics (London)
Introduction On 23 October 2008 the French Minister of Economy (MoE) cleared the acquisition of Liberty Surf by Iliad without any conditions. Both Iliad and Liberty Surf (hereafter "Surf") are active in the Telecom sector, providing internet and landline telephone access in France. Surf is (...)

The US DoJ requires divestiture of operations in 4 cities prior to clearing a private-equity investor’s acquisition of a media company, thereby preventing anticompetitive effects in the market for radio stations (Bain Capital / Clear Channel)
Akin Gump Strauss Hauer & Feld (Dallas)
Bain Capital LLC (“Bain”), Thomas H. Lee Partners, L.P. (“THL”), and Clear Channel Communications Inc. (“Clear Channel”) entered into a consent decree with the DOJ on February 13, 2008 to close the DOJ’s investigation into Bain and THL’s acquisition of a 70% interest in Clear Channel. The consent (...)

The EU Commission conditionally clears an acquisition in the bakery ingredients industry (Lesaffre / GBI UK)
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European Commission - DG COMP
"Mergers: main developments between 1 May and 31 August 2008"* In July the Commission gave a conditional go-ahead to the proposed acquisition of GBI UK — GB Ingredients Ltd and BFP Wholesale Ltd engaged in the yeast business and owned by Gilde B.V, by the French yeast manufacturer Compagnie des (...)

The EU Court of Justice annuls the Court of First Instance’s judgment relating to a joint venture in the music publishing sector (Sony / BMG)
European Commission - DG COMP
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European Commission - DG FISMA
"The Joint Venture SonyBMG: final ruling by the European Court of Justice"* By judgment of 10 July 2008 in Case C-413/06 P, Bertelsmann and Sony Corporation of America v Impala (the “Judgment”), the Court of Justice (the “Court”) annulled the ruling by the Court of First Instance (the “CFI”). The (...)

The Polish Competition Authority adopts a more economic approach to antitrust law as applied to pharmaceuticals (Richter Gedeon / Polpharma case)
Dentons (Warsaw)
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Dentons (Warsaw)
Over the last few years, seldom did we have a chance to observe the Chairperson of the Polish Office for Competition and Consumer Protection (“UOKiK”) commenting broadly on the definition, structure or mechanisms of pharmaceutical markets. How surprising it was to find that in the decision of 3 (...)

The Danish Competition Authority blocks a merger based on risk of coordination (J.F. Lemvig-Müller Holding A/S, Brdr. A&O Johansen)
Van Bael & Bellis (Brussels)
On 14 May 2008, the Danish Competition Council prohibited the acquisition by J.F. Lemvig-Müller Holding A/S of Brdr. A&O Johansen A/S. Both companies are active in Denmark on the wholesale markets for plumbing/heating materials and electricity materials sold to professional customers, i.e. (...)

The Spanish National Competition Commission expresses concerns about the merger between two German air transport companies and opened an in-depth investigation in Spain (Air Berlin / Condor)
Herbert Smith Freehills (Madrid)
After three months of investigation, on 25 March 2008, the Spanish Competition Authorities decided to open a second phase investigation regarding the proposed takeover of Condor Fledgiest GmbH (“Condor”) by Air Berlin Plc (“Air Berlin”). Condor is a charter carrier based in Germany, which mainly (...)

The Italian Competition Authority gives the go-ahead to the creation of a new multiutility operator with structural remedies (AEM / ASM Brescia)
Desogus Law Office (Cagliari)
A) The proposed merger The Italian Competition Authority has unconditionally approved a merger between two publicly-owned multiutility firms, AEM and ASM Brescia (ASM). According to the merger agreement, AEM shall absorb ASM and the resulting entity shall be denominated A2A. The municipality (...)

The French Minister of Economy clears a merger in phase II in the markets of exhibition site management and organisation of trade exhibitions with remedies, including assets increase and price regulation remedies (CCIP / Unibail)
University Paris II Panthéon‑Assas
The operation By a letter dated 13 November 2007, the French Minister of Economy, Finance, and Employment authorized in phase II the merger between the trade exhibitions and conferences activities of the Industry and Trade Chamber of Paris (« CCIP ») and the Unibail holding SA (« Unibail »). The (...)

The French Minister of Economy approves a concentration in the sector for organization of fairs and shows subject to phase II undertakings (Unibail Holding / CCIP)
Darrois Villey Maillot Brochier
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Moskvina Law, PLLC
The Paris Chamber of Commerce and Industry (CCIP), among other activities, organizes fairs, shows and congresses. Unibail is a leading French commercial property investor and developer, active in shopping centers, offices, and conventions and exhibitions. The latter branch manages sites and (...)

The French Minister of Economy authorizes the creation of a quasi-monopoly on the markets of exhibition site management and organisation of trade exhibitions following 25 years duration remedies concerning, inter alia, increase of services (Unibail Holding / CCIP)
Imerys
By a letter dated 13 November 2007, the French Minister of Economy, Finance, and Employment (the Minister) following the French Competition Council’s opinion dated 26 September 2007, decided to authorize the project of the merger between the trade exhibitions and conferences activities of CCIP (...)

The EU Commission clears the creation of a joint venture combining recorded music businesses of two leading companies (Sony / BMG)
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European Commission - DG COMP
"Mergers: Main developments between 1 September and 31 December 2007"* In October the Commission granted regulatory approval to the creation of Sony BMG, a joint venture combining the recorded music businesses of Sony and Bertelsmann, after concluding that it did not have sufficiently strong (...)

The Spanish Court for the Defence of Competition proposes the clearance, with certain conditions, of a merger in the maritime transport sector (Balearia / Buquebus)
Herbert Smith Freehills (Madrid)
The Court for the Defence of Competition has proposed the Government not to oppose a merger between two companies that provide fast-ferry services between the South of Spain and the North of Africa, including the Spanish city of Ceuta. This transaction consists in the acquisition of Buquebus, (...)

The French Minister of Economy reviews the risk of coordinated effects and grants second-phase clearance to a concentration in the press sector, following the annulment by the Supreme Administrative Court of a previous authorisation decision that failed to find joint control (L’Est Républicain / BFCM / Socpresse)
Allen & Overy (Paris)
Letter of the Minister of Economy of 28 August 2007 authorising a concentration in the publishing sector - BFCM / L’ Est Républicain / EBRA / Delaroche, C2007-27 (Lettre du ministre de l’économie, des finances et de l’emploi du 28 août 2007, au conseil de la BFCM et de L’ Est Républicain, relative à (...)

The EU Court of First Instance confirms the Commission’s decision to clear acquisition in the market for resins used for ink production (Apollo / Akzo Nobel IAR)
European Commission - DG COMP
"The Court of First Instance confirms clearance of the Apollo / Akzo Nobel IAR merger"* On 29 May 2006 the European Commission approved the acquisition by Hexion Specialty Chemicals (“Hexion”, USA), owned by the investment fund Apollo, of Akzo Nobel’s Inks and Adhesive Resins business (“IAR”, the (...)

The EU Commission prohibits a merger in the airline industry using econometric and survey evidence to assess the non-coordinated effects of the merger (Ryanair / Aer Lingus)
European Commission - DG COMP
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Compass Lexecon (Brussels)
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European Commission - DG COMP
"Econometric and survey evidence in the competitive assessment of the Ryanair-Aer Lingus merger"* I. Introduction Recently, the Commission prohibited the hostile takeover by Ryanair of Aer Lingus. The facts of this case differ from previous airline mergers assessed by the European Commission. (...)

The EU Commission approves, subject to divestiture, an acquisition in the travel services industry (TUI / First Choice)
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European Commission - DG COMP
"Merger control: Main developments between 1 May and 31 August 2007"* In June the Commission gave its approval to the proposed acquisition of First Choice, a UK travel services company, by TUI, parent of the German TUI group, active in tourism and shipping services. The Commission’s decision (...)

The US DoJ conditions approval of a merger upon the divestiture of a Canadian subsidiary in order to preserve competition for ’tin mill’ products in the eastern United States (Mittal / Arcelor)
Akin Gump Strauss Hauer & Feld (Dallas)
On August 1, 2006, the DOJ announced that it had entered into a consent decree with Mittal Steel Company N.V. and Arcelor S.A., ending its investigation into their transaction. The consent decree required divestiture of Arcelor’s subsidiary Dofasco Inc., operating out of eastern Canada, as a (...)

The US FTC seeks divestiture of rights and assets to five different medications before approving a merger, which would affect the markets for generic injectable pharmaceuticals (Hospira / Mayne)
Akin Gump Strauss Hauer & Feld (Dallas)
The FTC entered into a consent decree with Hospira Inc. and Mayne Pharma Ltd. on May 21, 2007 imposing divestitures on the firms prior to clearing their merger. The consent decree required Mayne to divest its current business in one type of generic pharmaceuticals, as well as the assets (...)

The Hungarian Competition Office unconditionally approves a merger between two fixed line telecommunications incumbents (HTTC / Matel)
Morley Allen & Overy Iroda (Budapest)
Background With its decision of 20 April 2007 (Decision), the Hungarian Competition Office (HCO) has approved the acquisition of Matel Holding N.V. (Matel) by Hungarian Telephone and Cable Corporation (HTTC). HTTC controls Hungarotel Távközlési Zrt (Hungarotel). Hungarotel is the incumbent (...)

The US FTC requires an investing firm to relinquish voting rights for members of the board of directors and install an internal firewall before allowing the firm to acquire simultaneous interests in competing firms in gasoline terminaling services (Carlyle / Kinder Morgan)
US Department of Justice (Washington)
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Willkie Farr & Gallagher (Washington)
On January 25, 2007, the Federal Trade Commission (the “FTC”) announced a complaint challenging the acquisition of a 22.6 percent equity interest in Kinder Morgan, Inc. (“KMI”) by The Carlyle Group (“Carlyle”) and Riverstone Holdings (“Riverstone”). Simultaneously, the FTC made public an order (...)

The US FTC imposes conduct remedies before allowing an investment firm to hold simultaneous interests in two competing firms in the market for terminaling services for gasoline (Carlyle / Kinder Morgan)
Hunton & Williams (Washington)
In a recent consent order, the Federal Trade Commission ("FTC") required remedies to address competitive concerns raised by the privatization of Kinder Morgan, Inc. ("KMI") by KMI management and a group of private investment firms. The investigation of this transaction was somewhat unusual (...)

The US FTC challenges, for the first time, private-equity firms acquiring a minority interest in one firm while holding a partial ownership interest in a rival firm and requires certain conduct remedies to protect competition in the market for gasoline terminaling services (Carlyle / Kinder Morgan)
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
United States of America, Mergers, Competition Authority, Consent Order, Access to information, Anticompetitive effect, Barriers to entry, Coordinated effects, Geographic market, Prices increase, Unilateral effects, Vertical restrictions, Other services, National provision prohibiting (...)

The US FTC requires an investing firm to relinquish voting rights for members of the board of directors and install an internal firewall before allowing the firm to acquire simultaneous interests in competing firms in gasoline terminaling services (Carlyle / Kinder Morgan)
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
The explosion of private-equity financing in global capital markets resulted in a record year for 2006. In that year alone, private- equity firms raised more than $400 billion, established over 600 new funds, and spent roughly $737 billion globally on buyouts. In addition, the wide- spread (...)

The Spanish Tribunal for the Defence of Competition unconditionally clears in phase II a merger in the beer sector (Mahou-San Miguel / Cervezas Alhambra)
Associated British Foods (London)
Introduction In November 2006, Mahou-San Miguel (GMSM), the leading Spanish brewing company, notified the Spanish first-tier competition authority (Servicio de Defensa de la Competencia, SDC) the acquisition of control over Alhambra, a competing brewery operating mainly in the Andalusia (...)

The EU Commission launches public consultation on draft non-horizontal merger guidelines
European Commission - DG ECFIN
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E.CA Economics (Brussels)
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European Commission - Legal Service
"Commission launches public consultation on draft Non-Horizontal Merger Guidelines"* I. Introduction On 13 February, the Commission launched a public consultation on draft Guidelines on the assessment of non-horizontal mergers under the Merger Regulation. Non-horizontal mergers include (...)

The Spanish National Competition Authority opens a merger phase II investigation in the brewing sector (Mahou-San Miguel / Cervezas Alhambra)
Introduction In November 2006, Mahou-San Miguel (GMSM), a Spanish brewing company, notified the Spanish first-tier competition authority (Servicio de Defensa de la Competencia, SDC) the acquisition of control over Alhambra, a local brewer operating mainly in the Andalusia region. Alhambra has (...)

The Italian Competition Authority green-lights top banks merger subject to remedies (Banca Intesa / San Paolo IMI)
Freshfields Bruckhaus Deringer (Rome)
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Freshfields Bruckhaus Deringer
On October 6, 2006 Banca IntesaSpa (Intesa) and SanpaoloIMI Spa (Sanpaolo), two of the main Italian listed banks, submitted to the Italian Antitrust Authority (IAA) the merger by incorporation of Sanpaolo with and into Intesa (the Merger). The Merger, that was cleared with conditions after a (...)

The UK Competition Commission clears a three to two merger in the insurance sector holding that the transaction would not give rise to a substantial lessening of competition (Hampden / CBS)
Winston & Strawn (London)
Introduction On 4 July 2006, the U.K. Office of Fair Trading (OFT) referred the completed acquisition of CBS Private Capital Limited’s Lloyd’s members’ agency business (CBSPC) by Hampden Agencies Limited (Hampden) to the Competition Commission (CC) under the U.K. Enterprise Act 2002. After (...)

The EU Commission conditionally clears a merger in the industrial and specialty gases industry (Linde / BOC)
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European Commission - DG COMP
"Mergers — Main developments between 1 May and 31 August 2006"* In June the Commission gave conditional approval to the proposed takeover of the UK-based company BOC by the German company Linde. Both companies are active in industrial and specialty gases. The initial market investigation found (...)

The EU Commission conditionally clears a merger between companies both active in industrial and specialty gases including helium (Linde / BOC)
European Commission - DG COMP
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European Commission
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European Commission - DG COMP
"Linde/BOC: Concentration in the industries of industrial gases, specialty gases and helium"* On 6 June 2006, the European Commission approved, subject to conditions, the acquisition by Linde AG (“Linde”) of The BOC group (“BOC”). Both companies are active in industrial and specialty gases (...)

The EU Court of First Instance denies application for annulment of Commission decision on merger prohibition, though it finds that the assessment of the conglomerate effects resulting from the concentration was erroneous (Honeywell International / GE)
Sheppard Mullin (Los Angeles)
General Electric/Honeywell merger prohibition upheld by European Court of First Instance – “Conglomerate effects” analysis represents “manifest errors of assessment”* On December 14, 2005, the European Court of First Instance (“CFI”) denied the application of General Electric Company (“GE”) and (...)

The EU Commission conditionally clears a merger in the winter sports goods manufacturing and selling (Amer / Salomon)
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European Commission - DG COMP
"Merger Control: Main Developments between 1 September and 31 December 2005"* On 12 October the Commission approved, subject to conditions, the proposed acquisition by Amer Group of the Salomon business segment of Germany’s Adidas-Salomon AG. Amer had entered into an agreement to acquire the (...)

The EU Commission conditionally approves a merger in the shipping industry (TUI / CP Ships)
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European Commission - DG COMP
"Mergers — Main developments between 1 January and 30 April 2006"* On 24 August the TUI company notified its intention to acquire the Canadian shipping company CP Ships. TUI owns the Hapag-Lloyd shipping company. Both CP Ships and Hapag-Lloyd are active in container liner shipping. After the (...)

The EU Commission approves subject to divestiture a proposed takeover in the hydro power industry (Siemens / VA Tech)
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European Commission - DG COMP
"Mergers — Main developments between 1 May and 31 August 2005"* The European Commission approved under the EU Merger Regulation the proposed takeover of the VA Tech group of Austria by Siemens of Germany, subject to the condition that Siemens divests itself of VA Tech’s hydro power business and (...)

The EU Commission clears a merger in the engineering sector addressing the issue of bidding markets and minority stakes (Siemens / VA Tech)
European Commission - DG ECFIN
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European Commission - DG COMP
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European Commission - DG COMP
"Siemens/ VA Tech: A Case of Bidding Markets and Minority Stakes"* On 26 April 2006, the merger case M.3653 — Siemens/VA Tech was closed following the successful sale, after an auction process organised by Siemens, of VA Tech‘s hydro power business to Andritz, an Austrian engineering group. (...)

The Spanish Competition Authority clears with remedies a merger in the fuel sector but the Council of Ministries increased the potential duration of one of the remedies (DISA / Shell)
PwC (Madrid)
The operation The operation comprised the acquisition of Shell Atlántica and Shell Peninsular by DISA. DISA is a group of companies mainly active in the Canary Islands that operates in the following fields: (i) wholesale and retail distribution of refined oil products; (ii) distribution and (...)

The EU Court of First Instance annuls the Commission’s decision to prohibit a merger between two UK based holiday tour operators (Airtours / First Choice)
European Commission - DG ECFIN
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European Commission - DG COMP
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European Commission - DG GROW
"Merger Control: Main developments between 1st May 2002 and 31th August 2002"* On 6 June 2002 the European Court of First Instance (CFI) annulled the Commission’s decision to prohibit a merger between Airtours and First Choice, two UK based holiday tour operators. Though the Commission had (...)

The EU Court of First Instance overturns the EU Commission decision’s to block a merger between two UK tour operators addressing the issue of collective dominance (Airtours / First Choice)
White & Case (Brussels)
In a critical decision, the European Court of First Instance (“CFI”) reversed the decision of the EC Commission, which had blocked AirTours’ acquisition of First Choice, a rival UK tour operator, under Article 2(3) of the EC Merger Control Regulation on the basis that it would have created a (...)

The French Competition Council objects to the proposed acquisition of signal transmission towers (Bouygues Télécom / TDF)
RBB Economics (The Hague)
Introduction On 11 April 2002 the French Competition Council (Conseil de la concurrence, hereafter the CC) objected to the acquisition of telecommunication transmission towers and tower sites of Bouygues Télécom (Bouygtel) by Télédiffusion de France (TDF) because the concentration would (...)

The EU Commission investigates possible collective dominance in the publication paper industry (UPM-Kymmene / Haindl)
European Commission - DG COMP
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Conseil régional de Midi-Pyrénées
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European Commission - DG COMP
"Investigation into possible collective dominance in the publication paper industry"* On 20 June 2000, the Commission received a notification by which the Finnish firm UPM-Kymmene proposed to merge with the German company Haindl. On the same day, the Commission received a notification of a (...)

The EU Commission approves an acquisition in the bus sector (MAN / Auwärter)
European Commission - DG ECFIN
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European Commission - DG COMP
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Financial Conduct Authority (FCA)
"Merger control: main developments between 1 May and 31 August 2001"* Following a thorough investigation, the European Commission on 20 June 2001 granted regulatory approval to the proposed takeover of Auwärter, the German company which makes the Neoplan buses and coaches, by the MAN group. The (...)

The French Minister of Economics clears a merger in the retail sector following EU Commission’s referral subject to 34 stores divestment (Carrefour / Promodes)
French Competition Authority (Paris)
The operation Following the notification of the merger between Carrefour and Promodès, on 5 October 1999, the European Commission concluded, with regard to the supply market, that the operation was compatible with the Common Market, subject to the commitments given by Carrefour. At the French (...)

The EU Commission approves a merger between two German companies in the electricity industry (VEBA / VIAG)
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 merger between the German groups VEBA and VIAG, together with the merger between RWE and VEW, which was investigated at the same time by the Bundeskartellamt, will change the face of the German power industry, (...)

The EU Commission approves a joint venture between British and US telecommunications operators after examining possible coordinated effects (British Telecom / AT&T)
European Commission - DG TRADE
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European Commission - DG TRADE
"Mergers: Recent developments and important decisions"* In BT/AT&T the Commission investigated possible coordination effects of the proposed joint venture between British telecom and the US company AT&T. BT is currently the fifth biggest telecommunications operator. Its principal (...)

The EU Commission clears a merger between two leading audit and accounting companies addressing the issue of possible collective dominance (Price Waterhouse / Coopers & Lybrand)
European Commission - DG TRADE
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"Mergers : Recent Developments and Important Decisions"* In Price Waterhouse/Coopers & Lybrand, cleared on 20 May, the Commission examined the possibility that the proposed merger would create collective – oligopolistic or duopolistic - dominance, as well as the more usual concern over (...)

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