IT & Mergers

Mergers

The French Competition Authority clears a merger in the IT services market (Softeam / Le Groupe La Poste)
French Competition Authority (Paris)
The Autorité de la concurrence clears the acquisition of Softeam by Le Groupe La Poste* On 14 November 2019, Le Groupe La Poste notified the Autorité of its intention to acquire Softeam. This transaction is part of Le Groupe La Poste’s strategy to diversify its activities, resulting in multiple (...)

The US FTC confirms the acquisition of a rival lessens competition in the market for microprocessor-driven prosthetic knees (Otto Bock / Freedom)
Cadwalader Wickersham & Taft (New York)
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Cadwalader Wickersham & Taft (Charlotte)
BUYER BEWARE: FTC ORDERS UNWINDING OF A CONSUMMATED TRANSACTION* What happened? On November 6, 2019, the Federal Trade Commission (“FTC”) voted 5-0 to uphold Administrative Law Judge D. Michael Chappell’s initial decision that Otto Bock HealthCare GmbH’s (“Otto Bock”) acquisition of rival Freedom (...)

The UK Competition Authority raises competition concerns regarding a merger in the markets of supply of IT systems used by airlines and travel agents to sell airline tickets (Sabre / Farelogix)
United Kingdom’s Competition Authority (CMA) (London)
Sabre’s takeover of Farelogix raises competition concerns* Sabre’s proposed takeover of Farelogix raises competition concerns in the supply of IT systems used by airlines and travel agents to sell airline tickets. The Competition and Markets Authority (CMA) has been investigating the proposed (...)

The Danish Competition Authority clears a merger subject to remedies in the market of retail provision of TV services via fibre optic infrastructure (SE / Eniig)
Danish Competition and Consumer Authority (Copenhagen)
The Danish Competition Council has approved the merger between SE a.m.b.a and Eniig a.m.b.a. subject to remedies* On 21 December 2018 the Danish Competition and Consumer Authority (hereinafter “DCCA”) received a complete notification of the merger between SE a.m.b.a. (hereinafter “SE”) and Eniig (...)

The Austrian Competition Authority conditionally clears a merger in the hardware and software sector (Carl Zeiss / GOM)
Van Bael & Bellis (Brussels)
On 13 June 2019, the Austrian Federal Competition Authority cleared the acquisition of GOM, a supplier of hardware and software for automated 3D-coordinate metrology, by Carl Zeiss, a technology company in the optical and optoelectronic industry. The clearance is subject to commitments. Among (...)

The German Competition Authority announces the withdrawal of a merger notification between companies in the information technology sector (IBM / T-Systems)
German Competition Authority (Bonn)
IBM withdraws notification of its acquisition of staff, hardware and software from T- Systems’ mainframe business after the Bundeskartellamt expressed concerns* Bonn, 7 June 2019: IBM Deutschland GmbH, Ehningen, has withdrawn its notification of plans to acquire essential hard and software as (...)

The Mexican Competition Authority submits to public consultation the draft modifications to the guidelines for concentration notification via electronic means and the draft modifications of the regulatory provisions on the use of electronic means
Mexican Competition Authority (Mexico City)
COFECE submits for public consultation the modification to the Guidelines for Concentration Notification via Electronic Means and the Regulatory Provisions on the Use of Electronic Means* • The consultation period for the Guidelines is 30 working days, while the period for the Provisions is 20 (...)

The EU Commission conditionally approves a merger in the market for aircraft slat systems (Spirit / Asco)
Van Bael & Bellis (Brussels)
On 20 March 2019, the Commission conditionally approved the acquisition of Asco by Spirit. The Commission was concerned that the deal would reduce competition in the market for aircraft slat systems. These parts allow the wing of an aircraft to operate at a higher ‘angle of attack’, which (...)

The Romanian Competition Authority fines a company operating in the retail market of IT products, home appliances and marketing via e-commerce platforms for gun jumping (Corsar Online)
Romanian Competition Council (Bucharest)
The Competition Council sanctioned Corsar Online Srl with fines of 1.6 million lei * The Competition Council sanctioned the company Corsar Online SRL with fines of approximately 1.6 million lei for the implementation of a merger before being authorized by the Competition Authority. In the (...)

The Indian Competition Authority clears an investment company’s acquisition of optionally convertible preferential stock in an engineering company (Integral / Toyo Engineering)
Vaish Associates Advocates (New Delhi)
Integral Corporation acquires optionally convertible preferential stock in Toyo engineering Corporation* The Commission, by way of order dated 19.12.2018, has approved the acquisition of optionally convertible preferential stock (without voting rights) of Toyo Engineering Corporation (...)

The EU Commission clears a merger subject to remedies in the data security solutions market (Gemalto / Thales)
European Commission - DG COMP (Brussels)
Mergers: Commission approves acquisition of Gemalto by Thales, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Gemalto by Thales. The approval is conditional on the divestment of Thales’ general purpose hardware security (...)

The EU Commission clears a merger in the market of software development (Microsoft / Github)
European Commission - DG COMP (Brussels)
Mergers: Commission approves acquisition of GitHub by Microsoft* The European Commission has approved under the EU Merger Regulation the proposed acquisition of GitHub by Microsoft. The Commission concluded that effective competition in the relevant markets would continue and Microsoft would (...)

The UK Government adopts new powers to investigate smaller merger transactions which raise national security concerns
Matheson (Dublin)
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Latham & Watkins (Hambourg)
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Latham & Watkins (London)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. The expansion of the UK government’s foreign investment review powers will require additional scrutiny of potential deals for the early identification of (...)

The UK Administration amends jurisdictional thresholds for changes in control over businesses that are active in certain specific sectors
Crowell & Moring (London)
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Simmons & Simmons (London)
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Simmons & Simmons (London)
On 14 May 2018, the Enterprise Act 2002 (Turnover Test) (Amendment) Order 2018 (SI 2018/593) and Enterprise Act 2002 (Share of Supply Test) (Amendment) Order 2018 (SI 2018/578) were published. These amend the jurisdictional thresholds set out in section 23 of the Enterprise Act 2002 (the Act) (...)

The EU Commission opens an in-depth investigation concerning a merger in the market of music recognition for smartphones, tablets and PCs (Apple / Shazam)
European Commission - DG COMP (Brussels)
MERGERS: COMMISSIONS OPEN IN-DEPTH INVESTIGATION INTO APPLE’S PROPOSED ACQUISITION OF SHAZAM* The European Commission has opened an in-depth investigation to assess the proposed acquisition of Shazam by Apple under the EU Merger Regulation. The Commission is concerned that the merger could (...)

The EU Commission decides to review a merger in the market of music recognition applications for smartphones (Apple / Shazam)
European Commission - DG COMP (Brussels)
Mergers: Commission to assess the acquisition of Shazam by Apple* The European Commission has accepted a request from Austria, France, Iceland, Italy, Norway, Spain and Sweden to assess under the EU Merger Regulation the proposed acquisition of Shazam by Apple. The Commission considers the (...)

The EU Commission clears a merger subject to remedies in the market of semiconductors (Qualcomm / NXP)
European Commission - DG COMP (Brussels)
Mergers: Commission approves Qualcomm’s acquisition of NXP, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of NXP, based in the Netherlands, by Qualcomm of the US. The approval is conditional on full compliance with (...)

The Turkish Competition Authority approves acquisition of an IT company subject to a mandatory merger control although the transaction does not satisfy the jurisdictional turnover thresholds on a stand-alone basis (Zirve / Mikro)
ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
By way of taking into account another transaction realized by the same acquirer within the same relevant product market previously, the Turkish Competition Board (“ Board ”) resolved that the contemplated transaction is subject to a mandatory merger control filing, although it does not satisfy (...)

The EU Commission fines a company for providing incorrect or misleading information during its investigations on a merger (Facebook / WhatsApp)
Cleary Gottlieb Steen & Hamilton (London)
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Cleary Gottlieb Steen & Hamilton
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Cleary Gottlieb Steen & Hamilton (Brussels)
On May 18, 2017, the European Commission (the “Commission”) fined Facebook €110 million for providing incorrect or misleading information during its 2014 investigation of its acquisition of WhatsApp The magnitude of the fine dwarfs the few penalties the Commission has imposed in the past for (...)

The EU Commission clears the acquisition of a leading global professional social networking platform by a leading global software company, subject to 5-year remedies that include monitoring and prevention of tying (Microsoft / LinkedIn)
European Commission - Legal Service (Brussels)
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European Parliament (Brussels)
Microsoft/LinkedIn: Big data and conglomerate effects in tech markets* In a nutshell: The Microsoft/LinkedIn case is an important development in the Commission’s assessment of mergers involving data-related issues in tech industries. It provides further guidance on the framework for the (...)

The EU Commission invites third party comments on a proposed acquisition in information technology sector (Microsoft / Linkedin)
Steptoe & Johnson (London)
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Fieldfisher (London)
Microsoft/LinkedIn: could Big Data be a Big Problem?*On 14 October 2016, Microsoft’s $26.2 billion acquisition of LinkedIn was notified to the European Commission for merger clearance. The EU regulator’s initial deadline to decide whether to approve the deal or refer it for in-depth (...)

The Indian Competition Authority clears acquisition of sole ownership over automation solutions provider by private equity group (Cortes NP Acquisition Corporation / ASCO Power GP / Emerson Network Power Business / Platinum Equity Group)
Vaish Associates Advocates (New Delhi)
CCI approves acquisition of sole interest Emerson Network Power Business (ENP) by Platinum Equity Group* CCI by its order dated October 5, 2016 has approved the aforementioned combination. The proposed combination relates to acquisition by Platinum Equity Group (Platinum) of 85% equity (...)

The Turkish Competition Authority unconditionally clears an acquisition in the market for data memory systems (Western Digital / SanDisk)
Ankara Hacı Bayram Veli University (Ankara)
This case note analyses the decision of the Turkish Competition Authority (TCA) in which it has unconditionally cleared in Phase I the acquisition of the sole control of SanDisk by Western Digital in the market for data memory systems. The Operation On 4 December 2015, the TCA received a (...)

The EU Commission clears a merger in the market of airline computer reservations systems (Amadeus / Navitaire)
European Commission - DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF NAVITAIRE BY AMADEUS* The Commission approved under the EU Merger Regulation the acquisition of airline software provider Navitaire by rival Amadeus. The Commission concluded the companies’ IT solutions target different types of airlines and are (...)

The Competition Commission of Singapore clears a merger in the hard drive sector in a phase I review (Western Digital / SanDisk)
Allen & Gledhill (Singapore)
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Allen & Gledhill (Singapore)
On 19 January 2016, the Competition Commission of Singapore (“CCS”) cleared the proposed acquisition (the “Proposed Transaction”) by Western Digital Corporation (“WDC”) of SanDisk Corporation (“SanDisk”) (collectively, “the Parties”). The Parties received the decision from CCS within the 30 working days (...)

The Chinese MOFCOM approves a merger in the semiconductor industry subjecting it to a fix-it-first remedy (NXP / Freescale)
University of Melbourne
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China Competition Bulletin (Beijing)
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Hogan Lovells (Beijing)
NXP’s acquisition of Freescale was conditionally approved by the MOFCOM on 27 November 2015. Both companies are major players in the semiconductor industry. The notification was first accepted in May 2015 and review had entered extended phase 2, but the notification was withdrawn and then (...)

The German Competition Authority clears a merger on the market of high definition digital maps for cars (BMW / Daimler / Audi / HERE)
German Competition Authority (Bonn)
BMW, DAIMLER AND AUDI CAN ACQUIRE NOKIA’S HERE MAPPING SERVICE * In the first phase of merger control the Bundeskartellamt has cleared the acquisition of the HERE mapping service, which until now has belonged to the Finnish Nokia Corporation, by a consortium of the German car manufacturers BMW, (...)

The EU Commission clears a merger subject to remedies in the radio frequency and power transistors market (NXP / Freescale)
European Commission - DG COMP (Brussels)
MERGERS: COMMISSION APPROVES NXP’S ACQUISITION OF FREESCALE, SUBJECT TO CONDITIONS* The European Commission has approved the acquisition of Freescale by NXP, subject to divestment of NXP’s radio frequency power business, where the takeover could have led to higher prices and less competition. (...)

The EU Commission clears the acquisition of a global semiconductor manufacturer, subject to the divestment of its radio frequency power business (NXP / Freescale)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
NXP / Freescale: global remedies in a 3 to 3 semiconductor merger* In a nutshell: The case concerned the combination of two major semiconductor manufacturers active worldwide, which was reviewed in several jurisdictions. The Commission cooperated particularly closely with the US FTC to ensure (...)

The Indian Competition Authority approves a joint venture between a global consumer healthcare conglomerate and a global technology conglomerate (Johnson and Johnson / Ethicon / Google)
Vaish Associates Advocates (New Delhi)
CCI approves the joint venture between Google and Johnson and Johnson for the research and development in respect of the robotic system for surgical intervention* CCI by its order dated July 10, 2015 approved the proposed combination for creation of a JV between Google and Johnson and Johnson (...)

The US FTC clears a merger between the two most-visited online home shopping sites in the US without conditions (Zillow / Trulia)
Wilson Sonsini Goodrich & Rosati (New York)
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Winston & Strawn (Washington)
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US Department of Justice (Washington DC)
In a ruling on February 13, the FTC unconditionally approved the Zillow-Trulia merger after an intensive six-month antitrust review. Despite reported concerns “that the merger might concentrate too much power in one company,” the FTC ultimately decided to “bless” the Zillow-Trulia combination. (...)

The Chinese MOFCOM publishes details of three administrative penalties imposed for breaches of the merger control rules (Western Digital / Ziguang)
Simmons & Simmons (Shenzhen)
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Simmons & Simmons (Beijing)
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Reed Smith (Beijing)
Welcome guidance provided on MOFCOM’s fining practices with the publication for the first time of penalties imposed for breaches of the merger control rules. On 08 December of 2014, the Ministry of Commerce of the People’s Republic of China (MOFCOM) published on its website details of three (...)

The Competition Commission of Singapore conditionally clears first merger with divestment and behavioural commitments (Seek Asia Investments / JobStreet)
BHP Billiton (Singapore)
Comment: On 13 November 2014, the Competition Commission of Singapore (the “CCS”) released its grounds of decision conditionally clearing the proposed acquisition by SEEK Asia Investments Pte. Ltd. (“SEEK Asia Investments”), of 100 per cent. of the online recruitment business assets of JobStreet (...)

The EU Commission unconditionally approves in first phase the acquisition of a real time messaging services provider by a social networking company (Facebook / WhatsApp)
European Parliament (Brussels)
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European Commission (Brussels)
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European Commission - Legal Service (Brussels)
"What’s Up with Merger Control in the Digital Sector? Lessons from the Facebook/WhatsApp EU merger case"* The Facebook/WhatsApp decision provides an insight into how the Commission tackles novel issues in the application of merger control rules to the digital sector, in particular to free (...)

The EU Commission approves without commitments an acquisition in the information technology sector (Facebook / WhatsApp)
Squire Patton Boggs (Brussels)
EU Commission approves Facebook’s acquisition of WhatsApp* On 3 October 2014, the European Commission of the European Union (the “Commission”) approved the acquisition without any commitments. After the approval of the acquisition of Skype by Microsoft in 2011 and of the acquisition of Nokia by (...)

Oregon and Delaware Courts differ on enforceability of unilaterally adopted forum selection bylaws in a merger case (Micro Devices, TriQuint Semiconductor)
White & Case (New York)
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White & Case (New York)
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White & Case (New York)
While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite conclusions on whether such bylaws, when unilaterally adopted by a board of directors concurrently with the approval of a merger transaction, should (...)

The Hungarian Competition Authority confirms its previous practice regarding outsourcing agreements (T-Systems Magyarország Zrt./RWE IT Magyarország)
Kinstellar (Budapest)
On 4 August 2014, the Hungarian Competition Authority („HCA”) cleared an IT outsourcing agreement concluded between T-Systems Magyarország Zrt. („TSM”) and RWE IT Magyarország Kft. („RWE IT”). In its decision, the HCA confirmed that it intends to follow its previous practice regarding outsourcing (...)

The U.S. Department of Justice prohibits a merger between the two leading providers of ratings and reviews platforms that resulted in the elimination of meaningful competition in that sector, despite the fact that the transaction was non reportable (Bazaarvoice / PowerReviews)
White & Case (Washington)
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White & Case (Washington)
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White & Case (New York)
If you thought not having to report your proposed acquisition to the US Department of Justice and the US Federal Trade Commission meant never worrying about antitrust issues, think again. The DOJ’s recent pursuit of Bazaarvoice, Inc. in connection with its acquisition of PowerReviews, Inc. (...)

The Chinese MOFCOM grants a conditional clearance on a proposed $3.1 billion acquisition on the market for liquid display crystals and photoresists (Merck / AZ Electronics)
AnJie Law (Beijing)
MOFCOM Raised Specific Concerns over Adjacent Markets in Its Merger Review* Introduction On April 30, 2014, China’s Ministry of Commerce (“MOFCOM”) granted a conditional clearance on the proposed $3.1 billion acquisition of London-listed AZ Electronic Materials S.A. (“AZ”) by Merck KGaA (“Merck”) (...)

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 Chinese MOFCOM conditionally clears a merger in the manufacture of flat panel displays sector (Merck / AZ Electronics)
Jones Day (Shanghai)
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Gibson Dunn (Hong Kong)
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Jones Day (Beijing)
On April 30, MOFCOM approved the acquisition of AZ Electronic Materials S.A. (“AZ”) by Merck KGaA (“Merck”). MOFCOM’s review focused on two products that are components in the manufacture of flat panel displays (FPDs): liquid crystal and photoresist. The decision indicates that MOFCOM engaged (...)

The Chinese MOFCOM conditionally clears a merger in the smartphone market (Microsoft / Nokia)
Jones Day (Shanghai)
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Gibson Dunn (Hong Kong)
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Jones Day (Beijing)
On April 8, MOFCOM approved Microsoft’s acquisition of Nokia’s mobile handset business. MOFCOM’s review focused on three product markets: smartphones, mobile operating systems, and the licensing of standard-essential and non-essential patents for smartphones. Geographically, MOFCOM focused on (...)

The US District Court for the Northern District of California rules against a non-reported acquisition in the sector of product ratings and review platforms (Bazaarvoice / PowerReviews)
Wolters Kluwer (Riverwoods)
Combination of online consumer review platforms Bazaarvoice and PowerReviews found to violate Clayton Act* Last week, the federal district court in San Francisco ruled that Bazaarvoice Inc.’s June 2012 acquisition of PowerReviews Inc. violated Sec. 7 of the Clayton Act. In a “necessarily lengthy (...)

The US Court of the Northern District of California decides against the acquisition of a competitor on the basis that it would lead to anticompetitive effects in the sector of product ratings and review platforms (Bazaarvoice / PowerReviews)
McDermott Will & Emery (Washington)
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Milbank (London)
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McDermott Will & Emery (Dusseldorf)
JUDGE RULES IN FAVOR OF DOJ FINDING BAZAARVOICE/POWERREVIEWS MERGER ANTICOMPETITIVE* On January 8, 2014, Judge Orrick of the Northern District of California ruled that Bazaarvoice’s acquisition of competitor PowerReviews violated Section 7 of the Clayton Act. The ruling was in favor of the (...)

The EU General Court rejects a rival’s claim and gives the green signal for an acquisition in the communications services market (Microsoft / Skype)
Shardul Amarchand Mangaldas (New Delhi)
By its decision dated 11 December 2013, Luxembourg based European General Court approves the acquisition of Skype by Microsoft. Background On 02.09.2011 the EU Commission was notified of a proposed concentration by which, Microsoft Corporation, USA acquired 100% of the outstanding shares and (...)

The EU General Court confirms that two big tech companies parties to a merger 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 (...)

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