The EU General Court clarifies the application of the merger regulation to acquisitions by joint ventures and other jointly controlled companies (Cemex Croatia / HeidelbergCement / Schwenk)

On 5 October 2020, the General Court of the European Union (the “General Court”) [1] confirmed the 2017 decision by the European Commission (the “Commission”) to prohibit the proposed acquisition by HeidelbergCement and Schwenk of Cemex Croatia (the “HeidelbergCement case”). In its judgment, the General Court confirmed that the Commission had jurisdiction to review the transaction. The judgment provides important clarification on how to apply the turnover thresholds under the EU Merger Regulation [2] (“EUMR”) to acquisitions by joint ventures (“JVs”) and other transactions where a target is acquired by a business which is controlled by two or more enterprises (such as several private equity firms). Among other things, a key question for the merger filing assessment of such acquisitions is