Merger Remedies

Mergers

The US DoJ reaches a settlement with two leading central Pennsylvanian health care providers regarding their merger (Geisinger / Evangelical)
US Department of Justice - Antitrust Division (Washington)
Justice Department Resolves Antitrust Case Against Leading Central Pennsylvania Health Care Providers* Settlement Protects Hospital Competition in this Region The Department of Justice announced today that it has reached a settlement with Geisinger Health (Geisinger) and Evangelical Community (...)

The EU Commission clears the acquisition of American medical devices provider by leading medical imaging solutions company subject to conditions (Varian / Siemens Healthineers)
DG COMP (Brussels)
Mergers: Commission clears acquisition of Varian by Siemens Healthineers, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Varian Medical Systems by Siemens AG, through its subsidiary Siemens Healthineers. The approval is (...)

The EU Commission conditionally clears a merger in the radiotherapy solutions market and subjects it to interoperability commitments (Siemens / Varian Healthineers)
Van Bael & Bellis (Brussels)
On 19 February 2021, the Commission conditionally cleared the acquisition of Varian by Siemens’ subsidiary Siemens Healthineers. Varian is a leading US supplier of radiotherapy solutions used to plan and deliver radiotherapy treatment, while German-based Siemens Healthineers is a leading (...)

The US Court of Appeals for the Fourth Circuit upholds the first divestiture order in an antitrust suit brought by a private party challenging a merger, years, after the transaction in the door manufacturing sector (Steves & Sons / Jeld-Wen)
Baker Botts (Washington)
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Baker Botts (Washington)
On February 18, 2021, the U.S. Court of Appeals for the Fourth Circuit upheld the first divestiture order in an antitrust suit brought by a private plaintiff which challenged its rival’s acquisition four years after the transaction. Post-consummation merger challenges are rare and—until now—have (...)

The EU Commission adopts final measures to preserve the divestment of a former company plant in Belgium after a merger (Novelis / Aleris)
DG COMP (Brussels)
Mergers : Commission adopts final measures to preserve the divestment of former Aleris plant in Belgium following Novelis’ acquisition of Aleris* The European Commission has adopted final measures to preserve the divestment of the former Aleris plant in Duffel, Belgium, by Novelis under the EU (...)

The EU Commission imposes final measures in a merger after delay in divestiture in the aluminium automotive body sheets market (Novelis / Aleris)
Van Bael & Bellis (Brussels)
On 18 February 2021, the Commission imposed final measures on aluminium manufacturer Novelis related to the belated divestment of a production plant required as a condition of the Commission’s clearance of the Novelis/ Aleris merger in 2019. Novelis had obtained conditional clearance to acquire (...)

The EU Commission clears an acquisition, subject to conditions, of Belgian agricultural products company by a Japanese trading house (Mitchui / Bechim)
DG COMP (Brussels)
Mergers: Commission clears acquisition of Belchim by Mitsui, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Belchim by Mitsui. The approval is conditional on full compliance with a commitments package offered by Mitsui. (...)

The US FTC approves merger between two national pharmaceutical companies subject to conditions (Pfizer / Mylan)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Combination of Pfizer Inc.’s Upjohn and Mylan N.V.* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that the combination of the Upjohn division of pharmaceutical company Pfizer and Mylan (...)

The EU Commission conditionally clears the acquisition of a financial data products provider by a leading financial infrastructure company (Refinitiv / London Stock Exchange)
Van Bael & Bellis (Brussels)
On 13 January 2021, the European Commission (“Commission”) conditionally cleared the London Stock Exchange Group’s (“LSEG”) acquisition of financial data products provider Refinitiv following an in-depth (Phase 2) investigation. LSEG is a leading financial infrastructure company, which operates the (...)

The EU Commission clears acquisition of American financial markets data and infrastructure provider by a financial infrastructure company subject to conditions (Refinitiv / London Stock Exchange)
DG COMP (Brussels)
Mergers: Commission clears acquisition of Refinitiv by London Stock Exchange Group, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Refinitiv by the London Stock Exchange Group (‘LSEG’). The approval is conditional on full (...)

The US FTC imposes conditions on wine and spirits maker’s acquisition of assets from competitor (E. & J. Gallo Winery / Constellation Brands)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on E. & J. Gallo Winery’s Acquisition of Assets from Constellation Brands, Inc.* Wine and spirits maker E. & J. Gallo Winery has agreed to divest several product lines and remove certain others from its asset purchase agreement with competitor Constellation (...)

The EU Commission conditionally approves a merger between automotive companies (Fiat Chrysler / Peugeot)
DG COMP (Brussels)
Mergers: Commission approves the merger of Fiat Chrysler Automobiles N.V. and Peugeot S.A., subject to conditions * The European Commission has approved, under the EU Merger Regulation, the proposed merger between the automotive companies Fiat Chrysler Automobiles N.V. (‘FCA’) and Peugeot S.A. (...)

The EU Commission clears acquisition of healthcare manufacturer by a big tech company, subject to conditions (Fitbit / Google)
DG COMP (Brussels)
Mergers: Commission clears acquisition of Fitbit by Google, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Fitbit by Google. The approval is conditional on full compliance with a commitments package offered by Google. Executive (...)

The EU Commission clears subject to conditions the acquisition of a healthcare devices manufacturer by a US tech giant (Fitbit / Google)
Van Bael & Bellis (Brussels)
On 17 December 2020, following a Phase II investigation, the Commission approved Google’s acquisition of Fitbit subject to commitments. Fitbit is an American company that develops and sells wearable fitness devices such as smartwatches and fitness trackers, as well as related software and (...)

The US DoJ requires divestiture of commercial health insurance business for healthcare merger in New Hampshire to proceed (Harvard Pilgrim / Health Plan Holdings)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestiture of Tufts Health Freedom Plan in Order for Harvard Pilgrim and Health Plan Holdings to Proceed With Merger* Divestiture Will Preserve Competition for Commercial Health Insurance in New Hampshire The Department of Justice announced today that it would (...)

The EU Commission approves Japanese ink manufacturer’s acquisition of colorants and effect pigments company, subject to conditions (DIC / BASF Colors & Effects)
DG COMP (Brussels)
Mergers: Commission approves DIC’s acquisition of BASF Colors & Effects, subject to conditions The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of BASF Colors & Effects by the DIC Corporation (‘DIC’). The approval is conditional on full (...)

The US FTC approves prosthetics manufacturer’s application to divest assets it gained through the acquisition of prosthetics company (Otto Bock HealthCare North America / FIH Group Holdings)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Otto Bock HealthCare North America, Inc.’s Application to Divest Assets It Gained through Acquisition of FIH Group Holdings, LLC* Divestiture preserves competition for microprocessor prosthetic knees The Federal Trade Commission has approved an application by prosthetics (...)

The EU Commission clears several telecommunication undertakings’ acquisition of fibre network operator, subject to conditions (Altice / Allianz / Omer / Covage)
DG COMP (Brussels)
Mergers: Commission clears Altice, Allianz and Omers’ joint acquisition of Covage, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Covage by SFR FTTH, a company jointly controlled by Altice, Allianz and Omers. The approval (...)

The US DoJ requires divestiture of digital do-it-yourself tax preparation business for the merger of financial software companies to proceed (Intuit / Credit Karma)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestiture of Credit Karma Tax for Intuit to Proceed with Acquisition of Credit Karma* Divestiture Will Preserve Competition for Digital Do-It-Yourself Tax Preparation Products The Department of Justice announced today that it is requiring Intuit Inc. and Credit (...)

The US FTC clears merger of medical device companies subject to divestments (Stryker / Wright Medical Group)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Medical Device Companies Stryker Corp. and Wright Medical Group N.V. to Divest Assets to Preserve Competition* The Federal Trade Commission will require medical device companies Stryker Corp. and Wright Medical Group N.V. to divest all assets related to Stryker’s total ankle (...)

The US FTC imposes conditions on pharmaceutical merger with competition concerns in ten generic drug markets (Mylan / Upjohn)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on Combination of Pfizer Inc.’s Upjohn and Mylan N.V.* Pharmaceutical companies Pfizer Inc. and Mylan N.V. have agreed to divest assets and abide by other conditions to settle Federal Trade Commission charges that the proposed combination of Upjohn Inc. and Mylan N.V. (...)

The US DOJ conditionally clears a merger in markets for small container commercial waste collection and municipal solid waste disposal in over 50 local markets in 10 States (Waste Management / Advanced Disposal Services)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Waste Management To Divest Assets In Order To Proceed With Advanced Disposal Services Acquisition* Divestiture Will Preserve Competition in Markets for Small Container Commercial Waste Collection and Municipal Solid Waste Disposal in Over 50 Local Markets in 10 (...)

The US DoJ conditionally clears a fibre-based telecom merger in Puerto Rice and the US Virgin Islands (Liberty Latin America / AT&T)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestiture In Order For Liberty Latin America To Acquire AT&T’s Telecommunications Operations In Puerto Rico And The U.S. Virgin Islands* Divestiture Will Preserve Competition for Fiber-Based Telecommunications Services for Enterprise Customers in Puerto Rico (...)

The US FTC requests public comment on prosthetics manufacturer’s application to approve divestiture of assets it gained during acquisition (Otto Bock HealthCare / FIH Group Holdings)
US Federal Trade Commission (FTC) (Washington)
FTC Requests Public Comment on Otto Bock HealthCare North America, Inc.’s Application to Approve Divestiture of Assets It Gained through Acquisition of FIH Group Holdings, LLC* The Federal Trade Commission is currently accepting public comments on an application by prosthetics manufacturer Otto (...)

The US FTC approves final order imposing divestitures as a condition of a merger in the markets for gasoline and diesel fuel (Arko Holdings / Empire Petroleum Partners)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Arko Holdings Ltd.’s acquisition of Empire Petroleum Partners, LLC (...)

The EU General Court provides useful jurisdictional clarifications for deals involving joint ventures acting as an acquirer (Heidelberg Cement / Schwenk Zement)
Latham & Watkins (Brussels)
Jurisdictional issues in deals involving joint ventures – Review of the General Court judgment in Heidelberg Cement and Schwenk Zement (T-380/17)* The judgment provides useful jurisdictional clarifications for deals involving joint ventures (JVs) acting as an acquirer. The General Court (GC) (...)

The EU Commission approves merger in the payment services sector, subject to conditions (Worldline / Ingenico)
DG COMP (Brussels)
Mergers: Commission approves Worldline’s acquisition of Ingenico, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Ingenico by Worldline, both active in the payment services sector. The approval is conditional on full (...)

The EU Commission conditionally clears a merger in the payment services sector (Worldline / Ingenico)
Van Bael & Bellis (Brussels)
On 30 September 2020, the European Commission (“Commission”) conditionally cleared Worldline’s acquisition of Ingenico, two French providers of payment and transaction services. The Commission raised concerns that the parties’ activities overlapped in the provision of point-of-sale (“POS”) merchant (...)

The US DoJ requires divestiture in the acquisition of a craft brew alliance (Anheuser-Busch InBev / Craft Brew Alliance)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestiture In Order For Anheuser-Busch To Acquire Craft Brew Alliance* Divestiture Will Preserve Competition in the Beer Industry in the State of Hawaii The Department of Justice announced today that it is requiring Anheuser-Busch InBev SA/NV (ABI), its (...)

The US FTC announces a revamped merger retrospective program
US Federal Trade Commission (FTC) (Washington)
FTC’s Bureau of Economics to Expand Merger Retrospective Program* The Federal Trade Commission’s Bureau of Economics has announced a revamped Merger Retrospective Program, which will expand and formalize the Bureau’s retrospective research efforts that have already produced studies analyzing the (...)

The US FTC approves final order requiring animal health product suppliers to divest assets in three product markets as a condition of acquisition (Elanco Animal Health / Bayer Animal Health)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Requiring Animal Health Product Suppliers Elanco Animal Health, Inc. and Bayer Animal Health GmbH to Divest Assets in Three Product Markets as a Condition of Acquisition* Following a public comment period, the Federal Trade Commission has approved a final order (...)

The US FTC approves a final order imposing conditions on an acquisition between two big pharmaceutical companies (AbbVie / Allergan)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on AbbVie Inc.’s Acquisition of Allergan plc* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that AbbVie’s $63 billion acquisition of Allergan would violate federal antitrust law. According (...)

The US DoJ issues its merger remedies manual which provides the framework the DoJ will utilise in implementing relief in mergers reviewed by its attorneys and economists
Skadden, Arps, Slate, Meagher & Flom (Washington DC)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On September 3, 2020, the Department of Justice’s Antitrust Division (the DOJ) issued its new Merger Remedies Manual (the Manual), which provides the framework the DOJ will utilize going forward to implement relief in mergers reviewed by its attorneys and economists. The DOJ has updated its (...)

The US DoJ releases a merger remedies manual
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
DOJ Antitrust Division Releases New Merger Remedies Manual* On September 3, 2020, the DOJ’s Antitrust Division released its Merger Remedies Manual. The manual provides important guidance on what DOJ considers to be adequate solutions to addressing competitive issues in M&A deals challenged (...)

The US DoJ issues a revised policy guide to merger remedies
Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (Washington)
On September 3, 2020, the Antitrust Division of the DOJ issued a revised Policy Guide to Merger Remedies, following shortly after it announced a reorganization of its civil enforcement to create an Office of Decree Enforcement and Compliance. The Policy Guide to Merger Remedies largely (...)

The US DoJ issues modernized merger remedies manual
US Department of Justice - Antitrust Division (Washington)
Justice Department Issues Modernized Merger Remedies Manual* Merger Remedies Manual Reaffirms Antitrust Division’s Commitment to Effective Structural Relief and Reflects Renewed Focus on Enforcing Consent Decree Obligations The Department of Justice issued today the Merger Remedies Manual, (...)

The US DoJ releases a merger remedies manual
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On Sept. 3, the Antitrust Division of the Department of Justice (DOJ) released the Merger Remedies Manual (the manual), which provides guidance on how the agency currently intends to approach the structure and implementation of remedies in merger cases. See Antitrust Div., U. S. Department of (...)

The US FTC approves final order imposing structural remedies on 2 casino companies’ merger (Eldorado Resorts / Caesars Entertainment)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Casino Operators Eldorado Resorts, Inc. and Caesars Entertainment Corporation* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Eldorado’s $17.3 billion agreement to acquire Caesars (...)

The US FTC requires divestitures as condition of a merger in the markets for gasoline and diesel fuel (Arko Holdings / Empire Petroleum Partners)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Divestitures as Condition of Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC* Arko Holdings Ltd. and Empire Petroleum Partners, LLC have agreed to divest retail fuel assets in local gasoline and diesel fuel markets across four states to settle Federal Trade (...)

The EU Commission approves acquisition of a payment solution provider’s account-to-account payment business by global payment card company, subject to conditions (Nets / Mastercard)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Nets’ account-to-account payment business by Mastercard, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Nets’ account-to-account payment business by Mastercard. The decision is (...)

The US DoJ reaches settlement with new stricter conditions and fine for telecom company’s merger after finding violations of the original conditions (CenturyLink / Level 3 Communications)
US Department of Justice - Antitrust Division (Washington)
Justice Department Brings Enforcement Action Against Centurylink* In Significant Action, CenturyLink Agrees to Extend Term, Appoint Independent Monitor, and Reimburse Taxpayers for the Costs and Fees of the Violations The Department of Justice announced today that CenturyLink, Inc. has agreed (...)

The US FTC approves final order imposing conditions on transfer of ownership between energy companies (Tri Star Energy / Hollingsworth Oil Company / C & H Properties / Ronald L. Hollingsworth)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth* Following a public comment period, the Federal Trade Commission has approved a final order settling charges (...)

The EU Commission conditionally clears a merger between global companies active in the rail transportation and signalling following a Phase I investigation (Alstom / Bombardier)
Van Bael & Bellis (Brussels)
On 31 July 2020, the European Commission (the “Commission”) announced its conditional clearance of Alstom’s acquisition of Bombardier Transportation. Both the target, a German subsidiary of Canadian Bombardier Inc., and the French acquirer, Alstom, are global companies active in rail (...)

The EU Commission clears merger of global rail transportation companies subject to conditions (Alstom / Bombardier)
DG COMP (Brussels)
Mergers: Commission clears Alstom’s acquisition of Bombardier, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Bombardier Transportation by Alstom. The approval is conditional on full compliance with a commitments package offered (...)

The US FTC requires global suppliers of animal health products to divest assets in 3 product markets as a condition for merger clearance (Elanco / Bayer)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Global Suppliers of Animal Health Products Elanco Animal Health, Inc. and Bayer Animal Health GmbH to Divest Assets in Three Product Markets, as a Condition of Merger* The Federal Trade Commission will require global suppliers of animal products, Elanco Animal Health, Inc. and (...)

The EU Commission clears merger of Polish integrated oil & gas companies active in many Central & Eastern European and Baltic countries, subject to conditions (Lotos / PKN Orlen)
DG COMP (Brussels)
Mergers: Commission clears Lotos’ acquisition by PKN Orlen, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Grupa Lotos by PKN Orlen. The approval is conditional on full compliance with a commitments package offered by PKN Orlen. (...)

The US FTC imposes a $3.5 million civil penalty from a retail fuel station operator and its affiliate for violation of a settlement agreement requiring the divesture of 10 retail gas stations (Alimentation Couche-Tard / CrossAmeria)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
The US Federal Trade Commission (FTC) recently extracted a $3.5 million civil penalty from two companies involved in a gas station merger. The FTC asserts the companies violated their settlement agreement with the government, which required the divestment of 10 gas stations within 120 days from (...)

The US FTC fines retail fuel station operator and its affiliate for failing to divest 10 retail gas stations as required by earlier order (Alimentation Couche-Tard / CrossAmerica Partners)
US Federal Trade Commission (FTC) (Washington)
Alimentation Couche-Tard Inc. and CrossAmerica Partners LP Agree to Pay $3.5 Million Civil Penalty to Settle FTC Allegations that they Violated 2018 Order* Retail fuel station and convenience store operator Alimentation Couche-Tard Inc. (“ACT”) and its former affiliate, CrossAmerica Partners LP (...)

The US DoJ congratulates the merged telecom operator on closing the agreed divestiture with a satellite TV company (T-Mobile / Dish / Boost)
US Department of Justice - Antitrust Division (Washington)
Justice Department Congratulates T-Mobile And Dish For Closing The Boost Divestiture* T-Mobile US Inc. (T-Mobile) and Dish Network Corporation (Dish) announced today that they closed T-Mobile’s divestiture of Boost Network (Boost) to Dish. Boost was legacy Sprint Corporation’s prepaid wireless (...)

The US FTC requests two casino operators to divest assets in two local markets as a condition of their merger (Eldorado Resorts / Caesars Entertainment)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Casino Operators Eldorado Resorts, Inc. and Caesars Entertainment Corporation to Divest Assets in Two Local Markets as a Condition of Merger* The Federal Trade Commission will require casino operator Eldorado Resorts, Inc. to divest casino-related assets in the South Lake Tahoe (...)

The US FTC clears transfer of ownership over certain assets between energy companies subject to divestments (Tri Star Energy / Hollingsworth Oil Company / C & H Properties / Ronald L. Hollingsworth)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Divestitures as Condition of Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth* Tri Star Energy, LLC and Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth have (...)

The US FTC approves final order settling all charges that manufacturer of law enforcement equipment entered into anticompetitive agreements with seller of body-worn camera systems when they entered a merger of their businesses (Safariland / Axon / VieVu)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Settling Charges that VieVu’s Former Parent Company Safariland Entered into Anticompetitive Agreements with Body-Worn Camera Systems Seller Axon* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Safariland, (...)

The EU Commission approves acquisition of global pharma company’s animal health division by animal health company subject to divestments (Bayer / Elanco Animal Health)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Bayer’s animal health division by Elanco, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Bayer AGs animal health division by Elanco Animal Health Inc. The decision is (...)

The EU Commission conditionally clears an acquisition between two global developers and suppliers of veterinary pharmaceuticals (Elanco / BAH)
Van Bael & Bellis (Brussels)
On 8 June 2020, the Commission announced its conditional clearance of Elanco’s purchase of Bayer’s animal health division (“BAH”). Both Elanco and BAH are global developers and suppliers of veterinary pharmaceuticals, and the transaction will establish the largest animal health company worldwide. (...)

The US FTC finishes public consultation period and clears pharmaceutical merger subject to divestments in highly concentrated markets that supply biopharmaceutical companies with key inputs (Danaher / GE Biopharma)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Settling Charges that Danaher Corporation’s Acquisition of GE Biopharma Was Anticompetitive* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Danaher Corporation’s acquisition of GE Biopharma would likely (...)

The EU Commission waives all structural remedies committed to by merging pharmaceutical parties due to new significant permanent changes in market conditions during the divestiture process (Takeda / Shire)
DG COMP (Brussels)
Mergers: Commission waives the commitments made by Takeda to obtain clearance of its acquisition of Shire* The European Commission has waived, under the EU Merger Regulation, the commitments made by Takeda to obtain clearance of its acquisition of Shire. The Commission approved the (...)

The US FTC clears merger of medical device companies subject to divestment of one’s myoelectric elbows business to competitors (College Park Industries / Össur Hf)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Össur Hf’s Acquisition of College Park Industries, Inc.* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Össur Hf’s proposed acquisition of College Park Industries, Inc. would violate (...)

The US DoJ files proposed final judgment with US District Court for the Northern District of Ohio requiring divestiture following historic arbitration win (Novelis / Aleris Corporation)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestiture Following Historic Arbitration Win* Divestiture Will Preserve Competition for Aluminum Automotive Body Sheet in North America The Department of Justice announced today that it has filed a proposed final judgment with the U.S. District Court for the (...)

The US FTC clears merger of 2 Big Pharma companies after they agreed to divest 3 drugs businesses (AbbVie / Allergan)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on AbbVie Inc.’s Acquisition of Allergan plc* Agency requires companies to divest three drugs Pharmaceutical companies AbbVie Inc. and Allergan plc have agreed to divest assets to settle Federal Trade Commission charges that AbbVie’s proposed $63 billion acquisition of (...)

The US DoJ blocks the acquisition of a major dairy farmer’s fluid milk processing plants, but approves a third dairy farmer buying plants (Dairy Farmers of America / Dean Foods / Prairie Farms)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestitures as Dean Foods Sells Fluid Milk Processing Plants to DFA out of Bankruptcy* Department Also Closes Investigation into Acquisition of Other Dean Plants by Prairie Farms The Department of Justice announced today the conclusion of its investigation into (...)

The EU Commission clears merger of generic Big Pharma company with a competitor’s generic division, subject to divestment of business for certain generic medicines (Mylan / Upjohn)
DG COMP (Brussels)
Mergers: Commission approves the merger of Mylan and Pfizer’s Upjohn division, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed merger between the global pharmaceutical company Mylan and Upjohn, a business division of Pfizer, which (...)

The EU Commission conditionally clears an acquisition between a pharmaceutical company and an off-patent medicines producer and distributor (Milan / Upjohn)
Van Bael & Bellis (Brussels)
On 22 April 2020, the Commission conditionally cleared Dutch pharmaceutical company Mylan’s acquisition of Upjohn, a division of Pfizer. Upjohn, which is based in China, produces and distributes off-patent branded and generic medicines. Mylan is also active in the production and distribution of (...)

The US FTC approves final order settling charges that merger of polyurethane foam producers was anticompetitive (FXI Holdings / Innocor)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Settling Charges that Merger of Polyurethane Foam Producers Was Anticompetitive* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that the merger of polyurethane foam producers FXI Holdings, Inc. and Innocor, (...)

The US FTC proposes new order settling all charges that manufacturer of law enforcement equipment entered into anticompetitive agreements with seller of body-worn camera systems when they entered a merger of their businesses (Safariland / Axon / VieVu)
US Federal Trade Commission (FTC) (Washington)
VieVu’s Former Parent Company Safariland Agrees to Settle Charges That It Entered into Anticompetitive Agreements with Body-Worn Camera Systems Seller Axon* Settlement is part of a larger case challenging Axon’s consummated acquisition of former competitor VieVu Safariland, LLC, which (...)

The US FTC clears merger of 2 veterinary service providers subject to divestments in 3 geographic markets (Compassion First / National Veterinary Associates)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Veterinary Service Providers Compassion First and National Veterinary Associates* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Compassion First’s proposed $5 billion acquisition (...)

The US FTC clears merger of prosthetic limbs manufacturers, subject to divestment of myoelectric elbow business (Össur Hf / College Park Industries)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on Össur Hf’s Acquisition of College Park Industries, Inc.* Conditions to remedy competition loss in the U.S. market for myoelectric elbows Össur Hf and College Park Industries, Inc., both makers of prosthetic limbs, have agreed to divest College Park’s myoelectric elbow (...)

The EU Commission conditionally clears an acquisition of a Swiss company providing catering, retail and other airline services (Lufthansa / Gategroup)
Van Bael & Bellis (Brussels)
On 3 April 2020, the European Commission (the “Commission”) approved Gategroup’s acquisition of the Lufthansa Service Group’s European business (“LSG EU”). Gategroup is a Swiss company that provides catering, retail and other airline services globally. German-based LSG EU is active in train and (...)

The EU Commission approves an acquisition subject to conditions in the airlines services market (Lufthansa / Gategroup)
De Berti Jacchia Franchini Forlani (Brussels)
In-flight catering services. The Commission approves a new merger* On 3 April 2020 the Commission has approved, under the EU Merger Regulation, the proposed acquisition of the European business of Lufthansa Service Group (“LSG”) by Gategroup, notified on 14 February 2020, subject to the latter (...)

The US District Court of Columbia enters the final judgment regarding the merger of the third and fourth-largest telecommunication providers and allows for proposed structural remedies to proceed (T-Mobile / Spring)
US Department of Justice - Antitrust Division (Washington)
Court Enters Final Judgment in T-Mobile/Sprint Transaction: Order Allows Divestitures to Proceed* Today, a federal district court in Washington, D.C., concluded that the Antitrust Division’s resolution of its challenge to the merger between T-Mobile and Sprint was in the public interest and (...)

The US DoJ requires divestitures in merger of two national defence contractors in order to address vertical and horizontal antitrust concerns (United Technologies Corporation / Raytheon)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestitures in Merger Between UTC and Raytheon to Address Vertical and Horizontal Antitrust Concerns* Divestitures Will Preserve Competition in the United States for Military Airborne Radios, Military GPS Systems, and Reconnaissance Satellite Components The (...)

The US DoJ challenges a merger which highlights key considerations for antitrust reviews of aerospace and defence industry transactions (United Technologies / Raytheon)
McDermott Will & Emery (Washington)
The DOJ Antitrust Division’s recent challenge to the United Technologies/Raytheon merger highlights a few key considerations for antitrust reviews of aerospace and defense industry transactions. The case is a useful illustration of important principles applicable to this unique industry. IN (...)

The US FTC clears a global biopharmaceutical merger subject to a number of divestments in highly concentrated product markets for ten products that companies use to manufacture biopharmaceutical drugs (Danaher Corporation / GE Biopharma)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on Danaher Corporation’s Acquisition of GE Biopharma* Merger likely to reduce competition in highly concentrated markets that supply biopharmaceutical companies with key inputs Danaher Corporation has agreed to divest assets to settle Federal Trade Commission charges (...)

The UK Competition Authority approves media company’s acquisition of almost 50 radio stations, subject to requirement that local radio stations have access to advertising representation (Bauer Media Group)
United Kingdom’s Competition Authority - CMA (London)
Final decision published in radio merger inquiry* The CMA will ensure local radio stations have access to advertising representation following an in-depth investigation into Bauer’s purchase of almost 50 stations. The Competition and Markets Authority (CMA) has investigated Bauer Media’s (...)

The US DoJ brings for the first time a merger enforcement action using arbitration and forces the divestiture of aluminium production in North America (Novelis / Aleris Corporation)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
DOJ Merger Enforcement Arbitration: A Sign of Things To Come?* On March 2020, the Antitrust Division Of the Department Of Justice successfully secured the divestiture by Novelis of Aleris Corporation’s North American aluminum production facilities in U.S. v. Novelis et al. with an unorthodox (...)

The US DoJ wins historic arbitration of a merger dispute forcing the merging parties to fully divest their entire aluminium auto body sheet operations in North America (Novelis / Aleris Corporation)
US Department of Justice - Antitrust Division (Washington)
Justice Department Wins Historic Arbitration of a Merger Dispute* Novelis Inc. Must Divest Assets to Consummate Transaction with Aleris Corporation The Department of Justice prevailed in a first-of-a-kind arbitration, which will resolve a civil antitrust lawsuit challenging Novelis’s proposed (...)

The EU Commission clears a proposed acquisition of joint control in the telecommunications sector (INWIT/ TIM / Vodafone)
Ashurst (Brussels)
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Ashurst (London)
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Ashurst (London)
On 6 March 2020, the European Commission ("Commission") cleared the proposed acquisition of joint control over INWIT by Telecom Italia ("TIM") and Vodafone in case M.9674, combining the parties’ Italian telecommunications tower holdings as part of their 5G roll-out plan. WHAT YOU NEED TO KNOW - (...)

The US District Court for the Southern District of New York clears merger between top third and fourth wireless communications providers with the judge using as main criteria testimony of "reasonable corporate executives" over conflicting economic testimonies which were deemed too static for the dynamic nature of the market at hand (State AGs / T-Mobile / Sprint)
Weil, Gotshal & Manges (New York)
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Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
T-Mobile’s Marathon to Acquire Sprint: Five Takeaways from the T-Mobile/Sprint Antitrust Litigation After almost two years of scrutiny by state and federal regulators and an ensuing court battle, T-Mobile US, Inc. (“T-Mobile”) is moving forward with its acquisition of Sprint Corporation (...)

The EU Commission clears a merger subject to remedies in the pharmaceutical sector (AbbVie / Allergan)
DG COMP (Brussels)
Mergers: Commission approves AbbVie’s acquisition of Allergan, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Allergan by AbbVie. The approval is conditional on the divestment of a product under development by Allergan to (...)

The EU Commission clears a merger subject to remedies in the biotechnologies market (Danaher / GE Healthcare Life Sciences’ Biopharma Business)
DG COMP (Brussels)
Mergers: Commission approves Danaher’s acquisition of GE Healthcare Life Sciences’ Biopharma Business, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of General Electric’s Healthcare Life Sciences Biopharma Business by Danaher (...)

The EU Commission clears a merger, subject to remedies, in the markets for batteries and portable battery chargers (Varta / Energizer)
DG COMP (Brussels)
Mergers: Commission approves Varta AG’s acquisition of Energizer’s divestment business, subject to conditions* The European Commission has approved, under the EU Merger Regulation, Varta AG as a suitable purchaser of assets divested by Energizer in order to acquire Spectrum Brands’ batteries and (...)

The EU Commission clears subject to behavioural commitments a merger in the telecommunications sector (Telia / Bonnier Broadcasting)
Van Bael & Bellis (Brussels)
On 12 November 2019, the European Commission (“Commission”) conditionally cleared Telia Company’s acquisition of Bonnier Broadcasting Company after a Phase II investigation. Telia is a Swedish telecommunications company that provides fixed and mobile telecommunications, broadband and television (...)

The EU Commission clears a merger subject to remedies in the market of telecommunications and TV broadcasting (Telia / Bonnier Broadcasting)
DG COMP (Brussels)
Mergers: Commission clears Telia’s acquisition of Bonnier Broadcasting, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Bonnier Broadcasting by Telia. The approval is conditional on full compliance with a commitments (...)

The US FTC finds anticompetitive a consummated merger between two sellers of prosthetic knees and orders assets to be divested (Otto Bock / Freedom)
Davis Polk & Wardwell (New York)
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Davis Polk & Wardwell (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 6, 2019, the Federal Trade Commission unanimously found that the consummated merger of two sellers of prosthetic knees violated United States (...)

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 EU Commission clears a merger, subject to remedies, in the production of aluminium automotive body sheets market (Novelis / Aleris)
DG COMP (Brussels)
Mergers: Commission clears Novelis’ acquisition of Aleris, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Aleris by Novelis. The decision is conditional on the divestiture of Aleris’ aluminium automotive body sheets business in (...)

The EU Commission clears a merger subject to remedies in the market for the supply of electricity (E.ON / Innogy)
DG COMP (Brussels)
Mergers: Commission clears E.ON’s acquisition of Innogy, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition by E.ON of Innogy’s distribution and consumer solutions business as well as certain of its electricity generation assets. The (...)

The US DoJ for the first time elects binding arbitration to resolve a merger challenge (Novelis / Aleris Corporation)
Gibson Dunn (Washington)
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Gibson Dunn (Washington)
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Gibson Dunn (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On September 4, 2019, the U.S. Department of Justice’s Antitrust Division filed a complaint in the Northern District of Ohio challenging Novelis Inc.’s proposed (...)

The EU Commission clears a merger subject to remedies in the telecommunication market (Vodafone / Liberty Global)
DG COMP (Brussels)
Mergers: Commission clears Vodafone’s acquisition of Liberty Global’s cable business in Czechia, Germany, Hungary and Romania, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition by Vodafone of Liberty Global’s cable business in (...)

The EU Commission conditionally clears a merger in the cable network market in four countries (Vodafone / Liberty Global)
Van Bael & Bellis (Brussels)
On 18 July 2019, the European Commission (“Commission”) conditionally approved Vodafone’s acquisition of Liberty Global’s cable network business in four countries (Czechia, Germany, Hungary and Romania). In order to address competition concerns identified mainly in Germany regarding the ability of (...)

The EU Commission clears the acquisition, subject to remedies, of a cable business company (Vodafone / Liberty Global)
Bird & Bird (Dusseldorf)
On 18 July 2019, the European Commission (“EC”) cleared the acquisition of Liberty Global’s cable business by Vodafone in Germany, Czechia, Hungary and Romania subject to remedies. The concerns of the EC mainly related to the German market. In particular, the EC was worried that the transaction (...)

The EU Commission clears a merger subject to remedies in the pharmaceutical market (GlaxoSmithKline / Pfizer Consumer Health Business)
DG COMP (Brussels)
Mergers: Commission approves GlaxoSmithKline’s acquisition of Pfizer’s Consumer Health Business, subject to conditions* Commission has approved, under the EU Merger Regulation, the acquisition of Pfizer’s Consumer Health Business by GlaxoSmithKline. The decision is conditional upon the global (...)

The EU Commission clears a merger subject to remedies in the air transport of passengers market (Flybe / Connect Airways)
DG COMP (Brussels)
Mergers: Commission approves the acquisition of Flybe by Connect Airways, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of UK regional air carrier Flybe by Connect Airways, a consortium by Virgin Atlantic, Stobart Aviation and (...)

The EU Commission clears a merger subject to remedies in the markets of night vision devices and handheld video data links (L3 Technologies / Harris Corporation)
DG COMP (Brussels)
Mergers: Commission approves acquisition of L3 Technologies by Harris Corporation, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of L3 Technologies by Harris Corporation, both aerospace and defence companies based in the (...)

The US FTC and the Colorado Attorney General file a complaint against a merger between an insurance company and a health services business for resulting in both horizontal and vertical competitive effects (UnitedHealth / DaVita)
Axinn Veltrop & Harkrider (Washington)
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Axinn Veltrop & Harkrider (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On June 19, UnitedHealth Group Incorporated (UnitedHealth Group) and DaVita, Inc. (DaVita) agreed to two separate consent agreements to resolve antitrust concerns (...)

The Belgian Competition Authority clears a merger subject to remedies in the TV channels platforms market (De Vijver Media / Telenet)
Belgian Competition Authority (Brussels)
The Competition College of the BCA has approved conditionally the acquisition of sole control of De Vijver Media by Telenet* the Competition College of the Belgian Competition Authority (BCA) has approved conditionally on 13 May 2019 the acquisition of sole control by Telenet Group BVBA (...)

The EU Commission approves a company as a suitable purchaser of several steel plants (Liberty House Group / ArcelorMittal)
DG COMP (Brussels)
Mergers: Commission approves Liberty House Group purchase of ArcelorMittal’s divestment businesses* The European Commission has approved, under the EU Merger Regulation, Liberty House Group as a suitable purchaser of several ArcelorMittal steel plants, sold under commitments made by (...)

The EU Commission conditionally approves a merger to structural remedies in the refrigeration compressor business (Nidec / Embraco)
Van Bael & Bellis (Brussels)
On 12 April 2019, the Commission conditionally approved the acquisition by Nidec of Embraco, Whirlpool’s refrigeration compressor business. Both Nidec and Embraco are leading global producers of refrigeration compressors. These are electro-mechanical devices used to lower the temperature of an (...)

The EU Commission clears a merger, subject to remedies, in the market of speed refrigeration compressors (Nidec / Embraco)
DG COMP (Brussels)
Mergers: Commission approves Nidec’s acquisition of Embraco, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition by Nidec of Embraco, Whirlpool’s refrigeration compressor business. The approval is conditional on compliance with (...)

The EU Commission clears a merger subject to remedies in the market of distribution of agricultural machinery (Agro / Konekesko Baltic)
DG COMP (Brussels)
Mergers: Commission approves Danish Agro’s acquisition of Konekesko’s Baltic and Finnish agrimachinery businesses, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition by Danish Agro of Konekesko’s agricultural machinery distribution (...)

The EU Commission clears a merger subject to remedies in the markets of insurance broking services (JLT / MMC)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Jardine Lloyd Thompson by Marsh & McLennan Companies, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Jardine Lloyd Thompson (“JLT”) by Marsh & McLennan Companies (“MMC”). The (...)

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 US Court of Appeals for the District of Columbia Circuit holds that the US DoJ failed to show that the District Court erred in denying the government’s request for a permanent injunction in blocking a merger (AT&T / Time Warner)
Paul Weiss (New York)
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Paul Weiss (Washington)
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Paul Weiss (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On February 26, 2019, the United States Court of Appeals for the District of Columbia Circuit held that the U.S. Department of Justice (DOJ) failed to show that (...)

The EU Commission alleges a telecommunication company has breached its remedies following the clearance of its merger (Telefonica Deutschland)
DG COMP (Brussels)
Mergers: Commission alleges Telefónica breached commitments given to secure clearance of E-Plus acquisition* The European Commission has sent a Statement of Objections to Telefónica Deutschland alleging the company breached commitments it offered to secure the Commission’s approval under the EU (...)

The EU Commission sends statement of objections to a company for alleged infringement of merger commitments (Telefónica Deutschland)
Gómez-Acebo & Pombo (Brussels)
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Gómez-Acebo & Pombo (Brussels)
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Gómez-Acebo & Pombo (Brussels)
On 22 February 2019, the Commission addressed an SoO to Telefónica Deutschland (“Telefónica”) detailing its concerns that the company may have breached one of the commitments linked to the Commission’s clearance of its acquisition of E-Plus in 2014. In particular, back then, Telefónica committed to (...)

The EU Commission issues first ever statement of objections for breaching a merger commitment in the telecommunication sector (Telefónica Deutschland)
Van Bael & Bellis (Brussels)
On 22 February 2019, the European Commission (“Commission”) sent a Statement of Objections to Telefónica Deutschland alleging that it breached a commitment offered in order to secure the Commission’s approval of its acquisition of E-Plus (see VBB on Competition Law, Volume 2014, No. 7). In (...)

The EU Commission clears a merger subject to remedies in the aquaculture sector (Amerra and Mubadala / Andromeda / Nireus and Selonda)
DG COMP (Brussels)
Mergers: Commission approves the acquisition of joint control of Andromeda, Nireus and Selonda by Amerra and Mubadala, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of joint control over Andromeda, Nireus and Selonda, all active in (...)

The EU Commission lifts commitments adopted in a merger case based on exceptional circumstances review (Air France / KLM)
Van Bael & Bellis (Brussels)
In a recently published decision of 6 February 2019, the European Commission waived a commitment imposed during its merger review of Air France’s acquisition of KLM in 2004. By way of background, during the 2004 review of its acquisition of KLM, Air France offered commitments to address (...)

The EU Commission clears a merger subject to remedies in the flexible packaging for medical use and for food products sectors (Amcor / Bemis)
DG COMP (Brussels)
Mergers: Commission approves merger between Amcor and Bemis, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the merger between Amcor and Bemis. Both companies manufacture flexible packaging products worldwide. The approval is conditional on the (...)

The EU Commission prohibits a merger in the rolled copper products market (Wieland / Aurubis / Schwermetall)
DG COMP (Brussels)
Mergers: Commission prohibits Wieland’s proposed acquisition of Aurubis Rolled Products and Schwermetall* The European Commission has prohibited, under the EU Merger Regulation, Wieland’s proposed acquisition of Aurubis Rolled Products and Aurubis’ stake in Schwermetall. It had serious concerns (...)

The EU Commission prohibits a merger in the railway sector and reaffirms that industrial policy objectives have no role to play when it comes to applying the EU merger control rules (Siemens / Alstom)
McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Paris)
BIGGER IS BETTER . . . OR MAYBE NOT: THE SIEMENS/ALSTOM RAILWAY ME* The European Commission recently reaffirmed that industrial policy objectives have no role to play when it comes to applying the EU merger control rules. Despite unusually intense industrial and political pressure to get the (...)

The EU Commission prohibits a merger in the railway signalling systems market and very high-speed trains sector (Siemens / Alstom)
DG COMP (Brussels)
Mergers: Commission prohibits Siemens’ proposed acquisition of Alstom* The European Commission has prohibited Siemens’ proposed acquisition of Alstom under the EU Merger Regulation. The merger would have harmed competition in markets for railway signalling systems and very high-speed trains. The (...)

The EU Commission prohibits a merger in the market for railway signalling and very high-speed trains (Siemens / Alstom)
Van Bael & Bellis (Brussels)
On 6 February 2019, the European Commission (“Commission”) prohibited Siemens’ proposed acquisition of Alstom under the EU Merger Regulation. The deal would have combined Siemens’ and Alstom’s transport equipment and service activities in a new company fully controlled by Siemens. According to the (...)

The EU Commission prohibits a merger between rolled copper products producers (Wieland / Aurubis / Schwermetall)
Van Bael & Bellis (Brussels)
On 6 February 2019, the European Commission (“Commission”) prohibited Wieland’s proposed acquisition of Aurubis. Both companies are producers of rolled copper products, a key input for many industries, including for parts used in electric cars, trains and electronic devices. The Commission’s (...)

The US FTC approves a merger in the office products market subject to behavioural remedies (Staples / Essendant)
Constantine Cannon (New York)
FTC Approval of Staples-Essendant Merger Exposes Fault Lines on Merger Enforcement* The U.S. Federal Trade Commission’s (“FTC”) recent approval of Staples, Inc.’s acquisition of office supply wholesaler Essendant, Inc.—on a party-line three-to-two vote—reveals the agency’s divergent political views (...)

The US FTC conditionally approves a merger in the office supply market subject to behavioural remedies (Staples / Essendant)
McDermott Will & Emery (Washington)
THE LATEST: FTC Allows Problematic Vertical Merger to Proceed with a Behavioural Remedy* On January 28, the US Federal Trade Commission (FTC) announced that it had accepted a proposed settlement with office supply distributors Staples and Essendant in connection with Staples’ proposed $482.7 (...)

The EU Commission clears a merger subject to remedies in the data security solutions market (Gemalto / Thales)
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 subject to remedies in the market of batteries (Spectrum Brand / Energizer)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Spectrum Brands’ batteries and portable lighting business by Energizer, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition of Spectrum Brands’ batteries and portable lighting business by (...)

The EU Commission clears a merger subject to remedies in the ceilings manufacturing market (Armstrong / Knauf)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Armstrong’s ceilings business outside the Americas by Knauf, subject to conditions* The European Commission has conditionally approved under the EU Merger Regulation the acquisition of Armstrong World Industries’ ceilings business outside the Americas (...)

The EU Commission clears a merger subject to remedies in the market for the manufacture and supply of wood pulp (Fibria / Suzano)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Fibria by Suzano, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition of Fibria by Suzano, both active in the production and supply of wood pulp from eucalyptus trees. The decision is conditional (...)

The EU Commission clears a merger subject to remedies in the markets for corrugated case materials, sheets and cases (Europac / DS Smith)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Europac by DS Smith, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition of Europac by DS Smith, both manufacturers of paper and packaging products. The decision is conditional on the divestment (...)

The EU Commission clears the creation of six joint ventures in the automobile sector, subject to remedies (Daimler / BMW)
DG COMP (Brussels)
Mergers: Commission clears the creation of six joint ventures by Daimler and BMW, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the creation of six joint ventures by Daimler and BMW, subject to conditions. Daimler and BMW, both active in car (...)

The EU Commission conditionally clears the creation of six joint ventures for mobility services (Daimler / BMW)
Van Bael & Bellis (Brussels)
On 7 November 2018, the European Commission conditionally approved the creation of six mobility services joint ventures by Daimler and BMW. While the joint ventures will combine Daimler and BMW’s mobility services in ride hailing services, parking services, charging services and other on-demand (...)

The EU Commission clears a merger, subject to remedies, in the markets of production and distribution of films for release in movie theatrers and distribution of content for home entertainment and licensing of films and other TV content (Fox / Disney)
DG COMP (Brussels)
Mergers: Commission approves Disney’s acquisition of parts of Fox, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of parts of Fox by Disney, both US based global media companies. The decision is conditional on full (...)

The EU Commission clears a merger subject to remedies in the market of dietetic pet food sold by veterinarians (Mars Petcare / AniCura)
DG COMP (Brussels)
Mergers: Commission approves Mars’ acquisition of AniCura, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of AniCura, a veterinary clinic chain, by Mars, a supplier of pet food, including dietetic pet food. The approval is (...)

The US DoJ conditionally approves a merger in the healthcare industry, subject to structural remedies (CVS / Aetna)
International Center for Law & Economics (Portland)
The DOJ’s approval of the CVS/Aetna Merger and vertical innovation by incumbents* Last week, the DOJ cleared the merger of CVS Health and Aetna (conditional on Aetna’s divesting its Medicare Part D business), a merger that, as I previously noted at a House Judiciary hearing, “presents a creative (...)

The US DoJ clears a merger between two vertically linked businesses due to sufficient competition in their respective markets subject to divestment of their horizontally overlapping business in the healthcare sector (CVS / Aetna)
Economists Incorporated (San Francisco)
Department of Justice Clears Merger of CVS and Aetna* The Department of Justice (DOJ) recently cleared the merger of CVS Health Corporation (CVS) and Aetna Inc. (Aetna), only requiring divestiture of Aetna’s horizontally overlapping Medicare Part D prescription drug plan business. Aetna is (...)

The US District Court for the Eastern District of Virginia requires divestiture in long-consummated merger (Steves & Sons / JELD-WEN)
Jones Day (Houston)
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Jones Day (Washington DC)
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Jones Day (Washington DC)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Congratulations! Your deal navigated through antitrust review, you closed the transaction, and you are making your way through the three-year integration plan. (...)

The US District Court for the Eastern District of Virginia orders to a defendant in private antitrust litigation to divest a manufacturing plant following a competitor’s merger challenge (Steves & Sons / Jeld-Wen)
Jones Day (Houston)
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Jones Day (Washington DC)
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Jones Day (Washington DC)
A federal district court has ordered a defendant in private antitrust litigation to divest a manufacturing plant following a competitor’s merger challenge. Although the decision is certain to be appealed, it may embolden customers or competitors wishing to challenge a transaction and create new (...)

The US District Court of Delaware spotlights the importance of antitrust risk-shifting provisions in merger agreements in the pharmaceutical sector (Akorn / Fresenius)
Gibson Dunn (Washington)
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Baker Botts (Brussels)
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Baker Botts (Washington)
As counsel involved in negotiating mergers, acquisitions, or other transactions know, provisions that allocate antitrust risk between buyer and seller, or between joint venture (JV) partners, are a common feature of merger and JV agreements. Such provisions are increasingly important in today’s (...)

The EU Commission clears a merger subject to remedies in the fresh produce distribution market (Total Produce / Dole)
DG COMP (Brussels)
Mergers: Commission approves Total Produce’s acquisition of Dole, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition by Total Produce of joint control over Dole. Both companies supply bagged salads, bananas and other fresh fruit and (...)

The EU Commission clears a merger, subject to remedies, in the titanium dioxide pigment market (Tronox / Cristal)
DG COMP (Brussels)
Mergers: Commission approves Tronox’s acquisition of Cristal, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition of Cristal by Tronox, both major suppliers of titanium dioxide pigment. The approval is conditional on full compliance with (...)

The EU Commission clears a merger subject to remedies in the manufacturing of pool equipment products market (Zodiac / Fluidra)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ZODIAC AND FLUIDRA POOL EQUIPMENT JOINT VENTURE, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed creation of a joint venture between the swimming pool equipment businesses of Zodiac and Fluidra. The approval is (...)

The US District Court for the District of Columbia rejects the DOJ’s challenge to a vertical merger in the entertainment sector (AT&T / Time Warner)
Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (Washington)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Court rejects DOJ challenge to AT&T / Time Warner vertical merger* In a much anticipated decision, Judge Richard Leon on June 12, 2018, rejected the (...)

The US District Court for the District of Columbia rejects the DoJ’s challenge to a vertical merger between an entertainment company and a distribution company (AT&T / Time Warner)
Jones Day (Washington DC)
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Jones Day (Washington DC)
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Jones Day (Houston)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Court Rejects DOJ Antitrust Challenge to AT&T/Time Warner* After eighteen months of investigation and litigation, a federal district court has rejected the (...)

The US FTC conditionally approves a vertical merger in the defence industry subject to behavioural remedies (Northrop Grumman / Orbital ATK)
McDermott Will & Emery (Washington)
Aerospace & Defense Series: Behavioral Remedies Remain a Viable Solution for Vertical Mergers in the Defense Industry* Summary The recent FTC decision in the Northrop Grumman / Orbital ATK matter has shed light on the agency’s vertical merger enforcement policy and outlined a path to (...)

The EU Commission clears for the second time a merger subject to remedies on the market for the wholesale of premium Pay TV film channels (Ziggo / Liberty Global)
DG COMP (Brussels)
Mergers: Commission confirms approval of acquisition of Dutch cable TV operator Ziggo by Liberty Global, subject to conditions* The European Commission has reapproved with conditions, under the EU Merger Regulation, the acquisition of Ziggo by Liberty Global. The merger was first approved in (...)

The EU General Court finds that the Commission must re-assess companies request to waive their pricing commitments (Lufthansa)
Gómez-Acebo & Pombo (Brussels)
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Gómez-Acebo & Pombo (Brussels)
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Gómez-Acebo & Pombo (Brussels)
In 2005, the European Commission cleared the planned acquisition of Swiss by Lufthansa subject to a a number of commitments, which included conditions on fares with regard to the Zurich-Stockholm and Zurich-Warsaw routes. On 4 November 2013, Lufthansa and Swiss submitted a request for a (...)

The EU General Court orders Commission to re-examine a request to review merger commitment (Lufthansa)
Van Bael & Bellis (Brussels)
On 16 May 2018, the General Court (“GC”) ruled that the European Commission had failed to properly examine a request by Lufthansa to review a merger commitment given by Lufthansa in order to secure EU merger clearance of its acquisition of Swiss Airlines. In order to allay competition concerns (...)

The EU General Court annuls the Commission’s rejection of an airline’s request for a waiver of pricing commitments, ordering that they be reviewed (Lufthansa)
McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Paris)
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Norton Rose Fulbright (Brussels)
Deutsche Lufthansa AG is a joint founder member of Star Alliance, the largest global airline alliance. In addition to the Star Alliance Agreement, Lufthansa concluded with Scandinavian Airlines System (SAS) a bilateral alliance agreement, a marketing and sales agreement, and a bilateral joint (...)

The EU Commission clears a merger subject to remedies on the seeds, pesticides and digital agriculture market (Bayer’s Crop Science / BASF)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF PARTS OF BAYER’S CROP SCIENCE BUSINESS BY BASF, SUBJECT TO CONDITIONS* The European Commission has conditionally approved under the EU Merger Regulation the acquisition of parts of Bayer’s Crop Science business by BASF. This transaction is related to the (...)

The EU Commission clears a merger subject to remedies in the steel wheels manufacturing market (Mefro Wheels / Accuride)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF MEFRO WHEELS BY ACCURIDE, SUBJECT TO CONDITIONS* The European Commission has approved, under the EU Merger Regulation, the acquisition of steel wheels manufacturer Mefro Wheels by its competitor Accuride. The decision is conditional on the divestment (...)

The US FTC conditionally clears a merger subject to divestitures in the pharmaceutical market (Amneal / Impax)
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
FTC Applies its Merger Remedy Best Practices and Announces a New Divestiture Principle in Recent Pharmaceutical Enforcement Action* On April 27, 2018, the Federal Trade Commission (“FTC”) announced a proposed consent agreement with Amneal Pharmaceuticals LLC (“Amneal”) and Impax Laboratories, Inc. (...)

The EU Commission fines a multinational cable and telecommunications company €124.5 million for breaching EU Merger Regulation by implementing its acquisition before the approval by the Commission (Altice / PT Portugal)
Freshfields Bruckhaus Deringer (London)
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Freshfields Bruckhaus Deringer (Brussels)
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Freshfields Bruckhaus Deringer (Brussels)
The European Commission (Commission) announced today its decision to fine multinational cable and telecoms company Altice €124.5 million for breaching the EU Merger Regulation by implementing its 2015 acquisition of a telecommunications operator, PT Portugal, before notification to, or approval (...)

The EU Commission considers potential harm to innovation as part of its merger assessments, particularly in R&D driven sectors such as pharmaceuticals and technology (Bayer / Monsanto)
Shearman & Sterling (London)
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Reed Smith (Brussels)
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Shearman & Sterling (London)
The European Commission has routinely considered potential harm to innovation as part of its merger assessments, particularly in R&D driven sectors such as pharmaceuticals and technology. In recent years, however, the Commission’s traditional innovation concerns have developed into broader, (...)

The EU Commission clears a merger, subject to remedies, in the seeds, pesticides and digital agriculture sector (Bayer / Monsanto)
DG COMP (Brussels)
Mergers: Commission clears Bayer’s acquisition of Monsanto, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition of Monsanto by Bayer. The merger is conditional on the divestiture of an extensive remedy package, which addresses the parties’ (...)

The EU Commission clears a merger subject to remedies in the global media market and rejects a referral request by the Polish Competition Authority (Discovery / Scripps)
DG COMP (Brussels)
Mergers: Commission approves Discovery’s acquisition of Scripps, subject to conditions; rejects referral request by Polish competition authority* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Scripps by Discovery, both US based global media (...)

The EU Commission conditionnaly clears a merger in the semiconductor industry (Qualcomm / NXP)
Stanford University - Stanford Law School
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Grimaldi Studio Legale (Brussels)
Qualcomm’s Acquisition of NXP Receives Antitrust Clearance by the European Commission, Subject to Commitments* Introduction On 28 April 2017, the European Commission (“Commission”) received, pursuant to the EU Merger Regulation, notification of a proposed concentration involving the acquisition, (...)

The EU Commission clears merger of semiconductor companies subject to interoperability and quasi-structural remedies designed to address conglomerate concerns (Qualcomm / NXP Semiconductors)
Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
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NXP Semiconductors
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On 26 July 2018, US company Qualcomm Inc announced the abandonment of its proposed acquisition, through its subsidiary Qualcomm River Holding BV (Qualcomm), of (...)

The US FTC challenges a merger in what it defines as markets for the retail sale of gasoline and the retail sale of diesel, and requires divestitures in 10 local geographic markets (Alimentation Couche-Tard / Holiday)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Düsseldorf)
THE LATEST: FTC CHALLENGES RETAIL FUEL STATION AND CONVENIENCE STORE TRANSACTION— REQUIRES TEN LOCALIZED DIVESTITURES IN WISCONSIN AND MINNESOTA* WHAT HAPPENED: Alimentation Couche-Tard Inc. (ACT) and its subsidiaries (including Circle K Stores, Inc.) are engaged in the retail sale of gasoline (...)

The EU Commission clears a merger subject to remedies in the markets for passenger air travel (Lufthansa / Air Berlin)
DG COMP (Brussels)
Mergers: Commission approves acquisition by Lufthansa of Air Berlin subsidiary LGW, subject to conditions* The European Commission has approved under the EU Merger Regulation Lufthansa’s proposed acquisition of certain Air Berlin assets, through the entity Luftfahrtgesellschaft Walter GmbH (...)

The UK Competition Authority clears a merger subject to remedies in the cinema sector (Odeon / Vue)
United Kingdom’s Competition Authority - CMA (London)
CMA ACCEPTS MANCHESTER CINEMAS SALE* In December, the Competition and Markets Authority (CMA) announced that AMC (UK) Acquisition Ltd’s (AMC’s) purchase of Odeon and UCI Cinemas Holdings Ltd (Odeon) would face an in-depth investigation, unless AMC could address concerns over the merger’s effect (...)

The US FTC files an administrative complaint challenging a proposed acquisition in the market for third-party paid referral services for senior living facilities and enters into a consent decree (Red Venture / Bankrate)
Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
This article has been nominated for the 2018 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 3, 2017, the Federal Trade Commission filed a complaint challenging Red Ventures’ proposed acquisition of Bankrate. The FTC alleged that the deal (...)

The US FTC conditionally clears the transaction between two neurosurgical companies (Integra / Johnson & Johnson)
United Kingdom’s Competition Authority - CMA (London)
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McDermott Will & Emery (Washington)
What Happened: On February 14, 2017, Integra agreed to purchase Johnson & Johnson’s Codman neurosurgery business (excluding Codman’s neurovascular and drug deliver businesses) for $1.045 billion. Seven months later, on September 25, 2017, the Federal Trade Commission (FTC) agreed to clear the (...)

The EU Commission clears a merger subject to remedies on the refractory products market (Magnesita Refratários / RHI)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Magnesita Refratários by RHI, subject to conditions* The European Commission has approved under the EU Merger Regulation the acquisition of Magnesita Refratários by RHI. The decision is conditional on the divestment of the two companies’ overlapping (...)

The EU Commission sends three separate statements of objections to companies alleging procedural breaches of the EU Merger Regulation (Merck / Sigma-Aldric ; GE / LM Wind ; Canon / Toshiba Medical Systems)
Van Bael & Bellis (Brussels)
On 6 July 2017, the European Commission sent three separate statements of objections (“SO”) to companies alleging procedural breaches of the EU Merger Regulation. Provision of misleading information The first SO concerns the Merck/Sigma-Aldrich transaction, which was conditionally cleared by (...)

The EU Commission clears a merger, subject to remedies, in the vending services market (Pelican Rouge / Selecta)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF PELICAN ROUGE BY SELECTA, SUBJECT TO CONDITION* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of vending services provider Pelican Rouge of the Netherlands by Selecta of Switzerland. The clearance is (...)

The EU Commission clears a merger subject to remedies on the markets for debt collection and debt purchasing (Intrum Justitia / Nordic Capital)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF INTRUM JUSTITIA BY NORDIC CAPITAL, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the acquisition of Intrum Justitia by Nordic Capital. The decision is conditional on the divestment of the companies’ (...)

The EU Commission clears the acquisition of a pharmaceutical company by a global conglomerate subject to commitment that clinical development of innovative insomnia drugs will not be adversely affected by the merger (Johnson & Johnson / Actelion)
DG COMP (Brussels)
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Spanish Ministry of Economy, Industry and Competitiveness (Madrid)
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DG COMP (Brussels)
J&J/Actelion - falling asleep fast and deeply while staying fully awake on innovation * In a nutshell: The Commission found competitive concerns due to the combination of two development programmes for insomnia drugs, currently in Phase II of clinical trials. These pipeline drugs are based (...)

The EU Commission conditionally approves an acquisition of de facto sole control over a national incumbent telecommunications company, subject to remedies (Vivendi / Telecom Italia)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Vivendi/Telecom Italia - jurisdictional and substantive assessment of minority shareholdings* In a nutshell: The Vivendi/Telecom Italia case raised interesting issues related to minority shareholdings. In relation to jurisdiction, the transaction consisted of the acquisition of (de facto) (...)

The EU Commission clears a merger subject to remedies in the telecommunication market (Telecom Italia / Vivendi)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES VIVENDI’S ACQUISITION OF TELECOM ITALIA, SUBJECT TO CONDITIONS* The European Commission has approved the acquisition of de facto control over Telecom Italia by Vivendi. The decision is conditional on the divestment of Telecom Italia’s stake in Persidera. Telecom (...)

The EU Commission sends a statement of objections to a company to investigate whether a merger was implemented prior to the Commission’s clearance (Alice / PT Portugal)
Shearman & Sterling (London)
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Reed Smith (Brussels)
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Shearman & Sterling (London)
When a transaction meets the thresholds of the EU Merger Regulation, companies must notify and obtain clearance from the European Commission before implementing the transaction. This means that until clearance is obtained, companies should continue to operate independently (including (...)

The EU Commission sends a statement of objections alleging that multinational telecommunications company breached the EU Merger regulation by implementing its acquisition before notification or approval by the Commission (Altice / PT Portugal)
Herbert Smith Freehills (Brussels)
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Herbert Smith Freehills (London)
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Herbert Smith Freehills (Paris)
On 18 May 2017, the European Commission imposed a record fine of €110 million on Facebook for providing incorrect/misleading information to the Commission during its review of Facebook’s acquisition of WhatsApp under the EU merger regulation (EUMR). On the same day, the Commission issued a (...)

The EU Commission alleges a telecommunication company has breached EU rules by implementing its merger before notification or approval (Alice / PT Portugal)
DG COMP (Brussels)
Mergers: Commission alleges Altice breached EU rules by early implementation of PT Portugal acquisition* The European Commission has sent a Statement of Objections alleging that multinational telecommunications company Altice (the Netherlands), breached the EU Merger Regulation by implementing (...)

The EU Commission clears a merger, subject to remedies, in the market of semiconductor devices (Brocade / Broadcom)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF BROCADE BY BROADCOM, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of networking products supplier Brocade (US) by semiconductor manufacturer Broadcom (US/Singapore), subject to (...)

The US FTC reaches a consent agreement with merging parties to preserve innovation in the switchbox industry (Emerson / Pentair)
McDermott Will & Emery (Washington)
The FTC’s recent consent agreement addressing concerns regarding Emerson Electric Co.’s (Emerson) acquisition of Pentair Plc (Pentair) demonstrates a continued focus on whether transactions will reduce the incentive for merging parties to develop new, innovative products in the future. This is (...)

The EU Commission clears a merger subject to remedies in the identity and security solutions market (Morpho / Advent International)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF SMART CARD MAKER MORPHO BY ADVENT INTERNATIONAL, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of identity and security solutions provider Morpho, based in France, by Advent (...)

The EU Commission approves the acquisition of leading global R&D crop protection company by a leading global generic crop protection company, subject to remedies (ChemChina / Syngenta)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
ChemChina/Syngenta: when growth is no longer organic* In a nutshell: This case concerned the acquisition of Syngenta by ChemChina, which already controlled Adama, the largest supplier of generic crop protection products. Adama is the largest generic company in this industry worldwide and in (...)

The EU Commission clears a merger subject to remedies on the pesticides and plant growth regulators market (ChemChina / Syngenta)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS CHEMCHINA ACQUISITION OF SYNGENTA, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Syngenta (based in Switzerland) by ChemChina. The approval is conditional on the divestiture of significant parts (...)

The EU Commission prohibits acquisition of the largest national cement producer by the largest national cement importers due to insufficient divestment to fully eliminate competition concerns (HeidelbergCement / Schwenk / Cemex Hungary / Cemex Croatia)
Freshfields Bruckhaus Deringer (Brussels)
HeidelbergCement/Schwenk/Cemex Hungary/Cemex Croatia - Cement travelling across borders* In a nutshell: The acquisition of Cemex Croatia would have seen DDC transform from an expanding importer in Croatia into the largest Croatian incumbent, and customers could have no longer benefitted from (...)

The EU Commission blocks attempted merger between European two largest stock exchange operators, due to their inability to offer remedies that would prevent the creation of a de facto monopoly in the markets for fixed income clearing (Deutsche Börse / London Stock Exchange)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
DB/LSE - Assessing financial infrastructure markets: Network effects, service portfolios and viability of remedies* In a nutshell: The Commission prohibited the merger between the two largest European financial infrastructure groups, Deutsche Börse and London Stock Exchange, in March 2017. This (...)

The EU Commission clears a merger, subject to remedies, on the chemicals market (FMC / Dupont)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS BOTH FMC’S ACQUISITION OF PARTS OF DUPONT’S CROP PROTECTION BUSINESS AND DUPONT’S ACQUISITION OF FMC’S HEALTH AND NUTRITION BUSINESS* The European Commission has conditionally approved, under the EU Merger Regulation, FMC’s proposed acquisition of parts of DuPont’s crop (...)

The EU Commission clears merger between two global chemical companies, subject to remedies to ensure price and innovation competition in the markets for pesticides, petrochemicals (Dow / DuPont)
DG COMP (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
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DG COMP (Brussels)
Dow/DuPont: protecting product and innovation competition * In a nutshell: The main concerns arising in the Dow/DuPont merger related to crop protection, on both product and innovation competition. Innovation is of key importance to this industry and the merging parties were two of only five (...)

The US Supreme Court of Delaware affirms termination of merger agreement due to the inability of a party to deliver a necessary tax opinion (Energy Transfer / Williams)
White & Case (New York)
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White & Case (New York)
Resolving a dispute surrounding one of the largest M&A deals of 2015, the Delaware Supreme Court affirmed the Delaware Chancery Court’s decision allowing Energy Transfer Equity, L.P. to terminate its proposed acquisition of The Williams Companies, Inc. due to the inability of Energy (...)

The US FTC clears an acquisition between two companies in the energy sector after they agreed to remedy an overlap for the natural gas pipeline (Enbridge / Spectra)
McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) recently granted US antitrust clearance for Enbridge’s acquisition of Spectra after the parties agreed to behavioral commitments to remedy an overlap for natural gas pipeline transportation from the wellhead in three markets off the coast of Louisiana (Green (...)

The EU Commission clears a merger, subject to remedies, in the threat detection equipment business market (Morpho Detection / Smiths Group)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF MORPHO DETECTION BY SMITHS, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of Morpho Detection, the threat detection equipment business of Safran of France, by Smiths of the UK. The (...)

The EU Commission clears an acquisition between two leading global manufacturers of threat detection equipment, subject to remedies (Smiths / Morpho Detection)
DG COMP (Brussels)
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DG COMP (Brussels)
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University of Tokyo
SMITHS GROUP / MORPHO DETECTION: MAINTAINING SECURITY THROUGH INNOVATION * In a nutshell: Smiths’ acquisition of Morpho Detection brought together two leading suppliers of the equipment used to detect explosives and narcotics. This equipment is omnipresent at security checks in airports and is (...)

The US FTC challenges a merger using a monopolisation theory to allege that the merger would eliminate nascent competition in the therapeutic adrenocorticotropic hormones (Questcor Pharmaceuticals / Mallinckrodt)
McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) challenged a consummated transaction using a monopolization theory to allege that the acquisition would eliminate “nascent” competition for therapeutic adrenocorticotropic hormones (ACTH) in the United States. WHAT HAPPENED: Questcor Pharmaceuticals, Inc.’s (...)

The US FTC issues its second report on merger remedies
Baker McKenzie (Chicago)
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Baker McKenzie (Washington D.C.)
Expanding on the FTC’s divestiture study in 1999, on 19 January 2017, the FTC issued its second report, The FTC’s Merger Remedies 2006-2012: A Report of the Bureau of Competition and Economics. Recognizing that the efficacy of its remedies is critical to its mission, the key finding is that "the (...)

The US FTC publishes its merger remedies report and signals tougher enforcement for designing and implementing remedies
Skadden, Arps, Slate, Meagher & Flom (Washington DC)
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Jones Day (Houston)
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Jones Day (Washington DC)
The Federal Trade Commission staff have completed a new study evaluating its process for designing and implementing merger remedies and the success of the remedies it has imposed in the past. Its report—"The FTC’s Merger Remedies 2006-2012: A Report of the Bureaus of Competition and (...)

The EU Commission clears a merger, subject to remedies, in the market of dairy products (WhiteWave / Danone)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF WHITEWAVE BY DANONE, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of WhiteWave, a US-based manufacturer of packaged foods and beverages, by the French Danone group. The clearance (...)

The Danish Maritime and Commercial Court requests the EU Court of Justice to provide guidance on gun-jumping test (Ernst & Young / KPMG)
Szecskay Attorneys at Law
CJEU requested to provide guidance on gun-jumping test* With Post Danmark I and II under their belts, it seems Danish courts are punching above their weight when it comes to contributing to the CJEU’s development of EU competition law through preliminary rulings. Yet another interesting (...)

The EU Commission clears the acquisition of a leading global professional social networking platform company 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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DG COMP (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 conditionnaly clears a merger in the professional social network market (Microsoft / LinkedIn)
McDermott Will & Emery (Brussels)
European Commission Approves Microsoft Acquisition of LinkedIn Subject to Conditions* On 6 December 2016, the European Commission cleared the acquisition of LinkedIn by Microsoft, subject to Microsoft granting LinkedIn’s competitors access to certain LinkedIn tools. “BIG DATA” CONCERNS ANALYSED (...)

The EU Commission clears a merger subject to remedies on the professional social networks market (Microsoft / LinkedIn)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF LINKEDIN BY MICROSOFT, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed acquisition of LinkedIn by Microsoft. The decision is conditional on compliance with a series of commitments aimed at (...)

The EU Commission clears a merger, subject to remedies, in the container liner shipping market (Hapag-Lloyd / UASC)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES CONTAINER LINER SHIPPING MERGER BETWEEN HAPAG-LLOYD AND UASC, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of United Arab Shipping Company ("UASC") by Hapag-Lloyd of Germany, subject to (...)

The EU Commission clears a merger subject to remedies in the pharmaceutical sector (Abbott Laboratories / St Jude Medical)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF ST JUDE MEDICAL BY ABBOTT LABORATORIES, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed acquisition of St Jude Medical by Abbott Laboratories, both US based companies that develop and market (...)

The EU Commission clears a merger subject to remedies in the animal health market (Boehringer Ingelheim / Sanofi)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF SANOFI’S ANIMAL HEALTH BUSINESS MERIAL BY BOEHRINGER INGELHEIM, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the acquisition of the animal health business of Sanofi (Merial) of France by Boehringer (...)

The French Competition Authority clears a merger, subject to remedies, in the slaughtering and meat processing market (Sicavyl / Sicarev)
French Competition Authority (Paris)
THE AUTORITÉ DE LA CONCURRENCE CLEARS THE MERGER BETWEEN SICAVYM AND SICAREV, SUBJECT TO CONDITIONS* Parties to the operation On 4 November 2016, the agricultural cooperatives Sicarev and Sicavyl, mainly active in the meat sector, notified the Autorité de la concurrence of their intended (...)

The EU Commission clears acquisition of global laser manufacturer by its leading competitor, subject to conditions (Coherent / Rofin-Sinar)
DG COMP (Brussels)
Coherent/Rofin-Sinar: Merger between leading CO2 laser suppliers cleared in phase I subject to conditions* In a nutshell: After the Bundeskartellamt had prohibited Coherent’s acquisition of Excel (now Synrad) in 2006, Coherent announced in 2016 its intention to acquire Rofin-Sinar; another (...)

The UK Competition Authority accepts merger remedies proposed by petrol and diesel retailers (Dover / Wayne)
United Kingdom’s Competition Authority - CMA (London)
CMA ACCEPTS REMEDIES IN FUEL PUMPS MERGER* The CMA has accepted undertakings from Dover to remedy competition concerns arising from its merger with Wayne. This follows the Competition and Markets Authority’s (CMA) intervention to ensure that choice is maintained for petrol and diesel retailers (...)

The EU Commission clears a merger, subject to remedies, in the market of train equipments (Wabtec / Faiveley)
DG COMP (Brussels)
Mergers: Commission approves acquisition of Faiveley by Wabtec, subject to conditions* Brussels, 4 October 2016 After an in-depth investigation under the EU Merger Regulation, the European Commission has cleared the proposed acquisition of Faiveley Transport of France by US-based Wabtec. The (...)

The EU Commission clears acquisition between two of the world’s largest rail equipment manufacturers, subject to divestment of the overlapping friction materials business (Wabtec / Faiveley)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Wabtec/Faiveley - Braking News: Commission conditionally clears acquisition in train equipment sector* In a nutshell: The Commission cleared the acquisition of Faiveley Transport by Wabtec, subject to conditions. This case required the assessment of the effects of a merger with a potential (...)

The French Competition Authority clears a merger subject to remedies in the airports market (Aéroports de Lyon / Vinci Airports)
French Competition Authority (Paris)
THE AUTORITÉ DE LA CONCURRENCE CLEARS THE ACQUISITION OF AÉROPORTS DE LYON BY VINCI AIRPORTS, SUBJECT TO COMMITMENTS* On 6 September 2016, Vinci Airports, a subsidiary of the Vinci group, notified the Autorité de la concurrence of its acquisition of sole control of Aéroports de Lyon, the company (...)

The EU Commission approves a joint venture between the third and fourth largest telecom operators in Italy subject to structural remedies (Hutchison / VimpelCom)
Cleary Gottlieb Steen & Hamilton (Rome)
European Commission approves a joint venture between the third and fourth largest telecom operators in Italy subject to structural remedies* On 1 September 2016 the European Commission approved a proposed joint venture between Vimpelcom and CK Hutchison, respectively the owners of Wind and H3G (...)

The EU Commission clears merger, subject to remedies, in the lifting equipment market (Konecranes / Terex)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES KONECRANES’ ACQUISITION OF TEREX’S CRANE AND CONTAINER HANDLING BUSINESS, SUBJET TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the acquisition by Konecranes of Terex’s crane and container handling business, MHPS. The decision is (...)

The EU Commission clears a merger subject to remedies in the pharmaceutical sector (Boehringer Ingelheim / Sanofi)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF BOEHRINGER INGELHEIM’S CONSUMER HEALTH BUSINESS BY SANOFI, SUBJEC TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed acquisition of the consumer health business of Germany’s Boehringer Ingelheim by Sanofi of (...)

The EU Commission clears acquisition that creates global number two animal health company, subject to fix-it-first remedy including a technology transfer of vaccines (Boehringer Ingelheim / Sanofi)
DG COMP (Brussels)
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Sullivan & Cromwell (Brussels)
BOEHRINGER INGELHEIM/SANOFI ANIMAL HEALTH - THE TIMELY INJECTION OF A FIX-ITFIRST REMEDY* In a nutshell: The acquisition of Sanofi’s animal health business by Boehringer Ingelheim led to competition concerns in a number of animal vaccine and pharmaceutical markets. The remedy put forward (...)

The EU Commission conditionally clears the creation of a joint venture between two mobile telecom operators (Vodafone / Liberty Global)
Van Bael & Bellis (Brussels)
On 3 August 2016, the European Commission conditionally cleared the creation of a joint venture between mobile telecom operator Vodafone and cable company Liberty Global in the Netherlands. The joint venture will offer unified communications services and will compete with KPN, the only other (...)

The EU Commission clears a merger, subject to remedies, in the telecommunication market and rejects a referral request issued by the Dutch competition authority (Vodafone / Liberty Global)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS VODAFONE/LIBERTY GLOBAL TELECOMS JOINT VENTURE, SUBJECT TO CONDITION; REJECTS REFERRAL REQUEST BY DUTCH COMPETITION AUTHORITY * The European Commission has cleared under the EU Merger Regulation the proposed creation of a joint venture in the Netherlands by mobile (...)

The US FTC requires divestitures in many local markets for traditional supermarket stores despite the fact that there are between three and six remaining competitors (Ahold / Delhaize)
Dechert (Washington)
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Dechert (Washington)
FTC Requires Divestitures in Ahold/Delhaize of 81 Stores and Gives Upfront Buyers More Time to Complete Acquisitions; Continues Focus on "Traditional Supermarket" Competition Key Points: The U.S. Federal Trade Commission (FTC) required divestitures in many local markets in Ahold/Delhaize (...)

The EU Commission clears a merger, subject to remedies, in the markets for satellites and launch services (Arianespace / ASL)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF ARIANESPACE BY ASL, SUBJECT TO CONDITIONS* Following an in-depth review, the European Commission has approved under the EU Merger Regulation, the acquisition of Arianespace by Airbus Safran Launchers (ASL), a joint venture between Airbus and Safran. (...)

The US DoJ approves mega merger of the world’s two largest beer producers subject to extensive structural and behavioral remedies (AB InBev / SABMiller)
Wilson Elser (New York)
Department of Justice Moves Mega Beer Merger One Round Closer*U.S. Department of Justice (“DOJ”) antitrust officials have approved Anheuser-Busch InBev’s (“ABI”) $107 billion takeover of SABMiller, on condition that ABI divest substantial assets, agree to prohibitions of certain distribution (...)

The EU Commission conditionally clears an acquisition in market for satellite launch services (Arianespace / ASL)
Van Bael & Bellis (Brussels)
On 20 July 2016, the European Commission conditionally cleared the acquisition of Arianespace by Airbus Safran Launchers (“ASL”). Arianespace is a French company offering satellite launch services to private and institutional satellite operators. ASL is a 50/50 joint venture controlled by Airbus (...)

The US DoJ fines a record $11 million an activist investor for violations of the HSR Act and agrees to injunctive relief to settle allegations (ValueAct)
Simpson Thacher & Bartlett (New York)
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Wilson Sonsini Goodrich & Rosati (New York)
On July 12, 2016, the US Department of Justice (“DOJ”) announced that activist investor ValueAct Capital agreed to pay a record $11 million fine and also agreed to injunctive relief to settle allegations that ValueAct violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § (...)

The EU Commission clears a merger subject to remedies in the market for the production and supply of plastic bumpers (Plastic Omnium / Faurecia)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITON OF AN AUTOMOTIVE COMPONENT BUSINESS OF FAURECIA BY PLASTIC OMNIUM, SUBJECT TO CONDITIONS* The Commission has cleared under the EU Merger Regulation the proposed acquisition of the automotive plastic exterior component business of Faurecia by Compagnie (...)

The EU Commission clears acquisition between two automotive component manufacturers in the markets for plastic front bumpers, rear bumpers, and front end modules (FEM), subject to conditions (Plastic Omnium / Faurecia )
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Plastic Omnium/Faurecia Exterior Business: The use of delivery distances in defining the geographic market and how supplyside concentration cancels out buyer power* In a nutshell: An in-depth assessment of the customers’ sourcing behaviour and of the Parties delivery distance allowed the (...)

The UK Competition Authority accepts merger remedies proposed by a company specialised in the records management services (Iron Mountain)
United Kingdom’s Competition Authority - CMA (London)
CMA ACCEPTES RECORDS MANAGEMENT UNDERTAKINGS* The CMA has accepted undertakings from Iron Mountain Inc to sell C21 Data Services in Aberdeen and Dundee to an approved buyer. Iron Mountain and Recall both provide records management services, which comprise the storage and retrieval of paper (...)

The EU Commission clears a merger subject to remedies in the market of building materials (Italcementi / HeidelbergCement)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF BUILDING MATERIALS GROUP ITALCEMENTI BY HEIDELBERGCEMENT, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of Italian building materials group Italcementi by its German competitor (...)

The EU Commission clears acquisition between two global building materials companies active in the cement markets, subject to divestment of geographically overlapping business (HeidelbergCement / Italcementi)
Freshfields Bruckhaus Deringer (Brussels)
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DG COMP (Brussels)
HeidelbergCement/Italcementi: Let’s get concrete…* In a nutshell: Two global cement players merged and although their footprint in Europe is rather complementary, their activities overlapped to a great extent in Belgium in a number of markets. In order to remedy the serious doubts in first (...)

The EU Commission clears acquisition between two largest global brewers, respectively third and fourth in Europe, subject to conditions (AB InBev / SABMiller)
DG COMP (Brussels)
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DG COMP (Brussels)
ABI/SAB: The emergence of a global beer giant and its challenges for merger review* In a nutshell In May this year, the European Commission approved the acquisition of SABMiller by Anheuser-Busch InBev subject to conditions. The Commission found in its phase I investigation that the (...)

The EU Commission clears a merger subject to remedies in the European beer market (AB InBev / SABMiller)
Van Bael & Bellis (Brussels)
On 24 May 2016, the Commission cleared the proposed acquisition of SABMiller, the world’s second largest brewer, by AB InBev, the world’s largest brewer. AB Inbev’s brands include Corona, Stella Artois and Budweise. SABMiller owns brands such as Miller, Peroni, Pilsner Urquell and Grolsch. The (...)

The EU Commission clears, subject to remedies, a merger between two container liner shippers (CMA CGM / NOL)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES CONTAINER LINER SHIPPING MERGER BETWEEN CMA CGM AND NOL, SUBJECT TO CONDITIONS* The European Commission has cleared under the EU Merger Regulation the proposed acquisition of Neptune Oriental Lines ("NOL") of Singapore by rival CMA CGM, a French shipping company (...)

The EU Commission conditionally approves a merger subject to divestment commitments and behavioural conditions in the payment services and terminals sector (Equens / Worldline)
Van Bael & Bellis (Brussels)
On 20 April 2016, the European Commission (“Commission”) approved the acquisition by Worldline of Equens (and its subsidiary PaySquare) under the EU Merger Regulation, subject to divestment commitments and behavioural conditions. Worldline is the incumbent operator of payment services and (...)

The EU Commission clears the acquisition of two undertakings subject to commitment to license technology to any customer interested at FRAND conditions (Equens / Wordline)
Norton Rose Fulbright (Brussels)
EU: MERGER CASE CLEARED FOLLOWING OFFER OF FRAND TECHNOLOGY LICENSE* On 20 April 2016, the European Commission (Commission) cleared, under its merger control rules, the acquisition of Equens and PaySquare by Worldline subject to, amongst others, a commitment to license technology to any (...)

The EU Commission clears a merger subject to remedies in the retail and wholesale fuels markets (Statoil Fuel / Shell)
DG COMP (Brussels)
Mergers: Commission approves Statoil Fuel and Retail’s takeover of Shell’s Dansk Fuels, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Shell’s Danish retail and wholesale fuels business, Dansk Fuels, by Alimentation (...)

The EU Commission clears a merger, subject to remedies, in the pharmaceutical market (Teva / Allergan Generics)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF ALLERGAN GENERICS BY TEVA, SUBJECT TO CONDITIONS The European Commission has approved under the EU Merger Regulation the proposed acquisition of the generics business of Allergan of Ireland, by Teva of Israel, subject to conditions. Both companies (...)

The EU Commission clears acquisition of fourth largest global manufacturer of generic medicines by the largest global competitor, subject to complex remedies and monitoring, including addressing concerns about vertical relationships between parties for the first time in a generics merger (Teva / Allergan Generics)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Teva/Allergan Generics: An unprecedented generics merger* In a nutshell While the Commission has had significant experience dealing with mergers in the generic medicines industry, the sheer scale of Teva/Allergan Generics, combining two of the top four players globally, posed a number of (...)

The EU Commission clears a merger, subject to remedies, in the market of consumable dental products for professional dental (Dentsply / Sirona)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES DENTSPLY ACQUISITION OF DENTAL EQUIPMENT SUPPLIER SIRONA, SUBJECT TO CONDITIONS * The European Commission has approved under the EU Merger Regulation the proposed acquisition of dental equipment supplier Sirona by Dentsply, both of the US, subject to conditions. (...)

The French Competition Authority clears a merger, subject to remedies, in the market of retail of cultural and electronic products (Fnac / Darty)
French Competition Authority (Paris)
RETAILING OF "BROWN" AND "GREY" PRODUCTS* The Autorité de la concurrence clears, subject to the divestiture of 6 stores in Paris and the Parisian region, the acquisition of the Darty company by the Fnac group On 17 February 2016, the Fnac group notified its project to take over Darty to the (...)

The EU Commission approves a merger after an in-depth investigation and subject to a divestment (Staples / Office Depot)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
1. Introduction On 10 February 2016, the European Commission (the Commission) conditionally approved the acquisition of Office Depot by its rival Staples. Both companies are US-based global suppliers of stationery and other office products to private consumers and businesses. The Commission (...)

The EU Commission clears the acquisition, subject to conditions, of global office supplies company by its leading competitor but it is subsequently rejected by US FTC (Staples / Office Depot)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Staples/Office Depot: House of Paper* In a nutshell: In February this year, the European Commission approved the acquisition of Office Depot by Staples. Three months later, the US District Court for the District of Columbia granted the FTC’s request for a preliminary injunction to block the (...)

The EU Commission clears a merger subject to remedies in the office supplies market (Staples / Office Depot)
DG COMP (Brussels)
Mergers: Commission approves Staples’ acquisition of Office Depot, subject to conditions* Following an in-depth review, the European Commission has approved under the EU Merger Regulation the acquisition of office supplies distributor Office Depot by Staples, subject to conditions. Following (...)

The EU Commission approves acquisition of a mobile network operator by virtual mobile network operator, subject to fix-it-first remedies (Liberty Global / BASE)
DG COMP (Brussels)
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DG COMP (Brussels)
,
DG COMP (Brussels)
LIBERTY GLOBAL / BASE: FIWING IT FIRST IN THE BELGIAN MOBILE MARKET* In a nutshell: Liberty Global/BASE entailed the acquisition of a mobile network operator by a mobile virtual network operator. The transaction prompted an in-depth investigation and was ultimately cleared with a fix-it-first (...)

The EU Commission conditionally approves a merger in the telecommunications sector (Liberty Global’s / BASE)
Van Bael & Bellis (Brussels)
On 4 February 2016, the European Commission conditionally approved the acquisition of Belgian mobile network operator (“MNO”) BASE by Liberty Global, which controls the Belgian telecommunications operator and mobile virtual network operator (“MVNO”) Telenet. Telenet has a significant position in a (...)

The EU Court of Justice confirms that the presence of the same person in either the managerial or supervisory boards of two companies does not establish a relationship of dependency between two undertakings (Odile Jacob / VUP & Lagardère)
McDermott Will & Emery (Paris)
THE EU COURT OF JUSTICE BRINGS TO AN END ODILE JACOB’S FIGHT AGAINST LAGARDÈRE’S PURCHASE OF VIVENDI UNIVERSAL PUBLISHING* By its judgment of 28 January 2016 (C-514/14 P, Editions Odile Jacob SAS v Commission), the European Court of Justice (Court) upheld the General Court of the European Union’s (...)

The EU Commission corrects second time around a merger decision in the publishing sector after a defect was raised by the EU Court of Justice (Editions Odile Jacob)
Franklin (Paris)
As a general proposition, when the validity of a European Commission antitrust decision is challenged before the General Court of the European Union (GCEU), the procedure is one of judicial review, not a retrial on the merits (although the GCEU does have special jurisdiction to increase or (...)

The EU Commission clears a merger subject to remedies in the market of beverage can manufacturing (Ball / Rexam)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES BALL’S ACQUISITION OF REXAM, SUBJECT TO CONDITIONS* Following an in-depth review, the Commission has approved under the EU Merger Regulation the acquisition of beverage can manufacturer Rexam by rival Ball, subject to the divestment of 12 plants in the EEA. Ten of (...)

The EU Commission clears acquisition of global number 2 beverage can manufacturer by global number 1, subject to divesting almost the entire business overlap in Europe (Ball / Rexam)
DG TRADE (Brussels)
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DG COMP (Brussels)
,
DG COMP (Brussels)
Ball/Rexam: The beverage can merger – keeping an eye on the Ball* In a nutshell: In January 2016, the Commission cleared the acquisition of the global #2 beverage can manufacturer Rexam by the global #1 Ball, subject to the divestiture of nearly the whole overlap in Europe. A key feature of the (...)

The EU Commission clears a merger subject to remedies in the market of heating products (Elster / Honeywell)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF ELSTER BY HONEYWELL, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Elster by Honeywell, subject to divestment of Honeywell’s gas metering business. The activities of the Elster (...)

The EU Commission clears a merger, subject to remedies, on the market of chemicals for the mining industry (Solvay / Cytec)
DG COMP (Brussels)
The EU Commission clears a merger, subject to remedies, on the market of the chemicals for the mining industry (Solvay / Cytec)* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Cytec by Solvay. The decision is conditional on Solvay’s divestment (...)

The EU Commission approves the acquisition by rival of a data centre operator subject to the divestment of a number of data centres in Amsterdam, London and Frankfurt (Telecity / Equinix)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF TELECITY BY EQUINIX, SUBJECT TO CONDITIONS* The European Commission has approved the proposed acquisition of data centre operator Telecity by rival Equinix subject to the divestment of a number of data centres in Amsterdam, London and Frankfurt. The (...)

The EU Commission approves the creation of a joint venture between two of the world’s leading coffee manufacturers, subject to conditions (DEMB / Mondelēz)
European Commission (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
"Some like it hot! – coffee merger between DEMB and Mondelēz"* In a nutshell Coffee products belong to a differentiated market where the evaluation of closeness of competition is key to the competitive assessment. Internal documents, views of market participants and economic analysis (...)

Merger remedies and competition law: An overview of EU and national case law
Këllezi Legal (Geneva)
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Kellerhals Carrard (Lausanne)
Remedies are an important tool for competition authorities in merger control. In most jurisdictions, prohibitions can be avoided by crafting remedies able to resolve competition law concerns. The design and implementation of merger remedies have evolved during the last two decades. Merger (...)

Merger Remedies: An overview of EU and national case law
Quinn Emanuel Urquhart & Sullivan (Brussels)
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Shearman & Sterling (Brussels)
Introduction If a competition authority considers that a transaction it is reviewing will have a sufficiently negative effect on competition “a significant impediment to effective competition” to borrow the language of the European Commission, the authorities and the companies together reach a (...)

The EU Commission clears a merger subject to remedies in the radio frequency power transistors market (NXP / Freescale)
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 an acquisition of a global semiconductor manufacturer, subject to divestment of its radio frequency power business (NXP / Freescale)
DG COMP (Brussels)
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DG COMP (Brussels)
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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 EU Commission clears a global energy leader’s biggest industrial acquisition of third largest competitor, subject to divesting part of the gas business to fifth largest competitor, and other remedies (General Electric / Alstom)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
General Electric / Alstom: our heavy duty* In a nutshell: The GE/Alstom merger raised concerns in relation to the supply of Heavy Duty Gas Turbines, which are expected to play an important role in the coming decades in the European energy mix. The case is interesting amongst other factors (...)

Merger Remedies: An overview of EU and national case law
Queen Mary University (London)
When a concentration has a significant negative effect on effective competition in the market, parties may propose remedies (or in some jurisdictions remedies can be imposed by National Competition Authorities – NCAs) to eliminate these effects and thus to get clearance. Remedies is an (...)

The EU Commission clears acquisition of pharmaceutical company, with effects in the market for biosimilars, subject to remedies that ensure innovation competition (Pfizer / Hospira)
DG COMP (Brussels)
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DG COMP (Brussels)
Pfizer / Hospira: Through the lookingglass: assessing competition by biosimilars* In a nutshell In Pfizer/Hospira, the Commission assessed biosimilar drugs in detail for the first time. Biosimilars aim to have the same therapeutic mechanism as, and be clinically equivalent to, original (...)

The EU Commission clears a merger, subject to remedies, in the market of industrial chocolate (ADM / Cargill)
DG COMP (Brussels)
Commission approves Cargill’s acquisition of ADM’s industrial chocolate business, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of the industrial chocolate business of Archer Daniels Midland (’ADM’) by Cargill, subject to (...)

The EU Commission clears acquisition of third largest company by second largest company in the market for industrial chocolate, subject to conditions (Cargill / ADM)
European Commission (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Cargill/ADM: How far would you go for chocolate?* In a nutshell: This case involved assessing the horizontal overlaps between two of the top three producers of industrial chocolate in Europe. Key elements were the reconstruction of market shares based on a customer- and plant-based definition (...)

The EU Commission approves a joint venture for cross-border licensing of online music between three music collecting societies (PRSfM / STIM / GEMA)
DG COMP (Brussels)
Commission approves joint venture for cross-border licensing of online music between PRSfM, STIM and GEMA, subject to commitments* Following an in-depth investigation, the European Commission has approved under the EU Merger Regulation the proposed creation of a joint venture for (...)

The EU Commission conditionally approves online rights licensing and administration joint venture between collective management organisations (PRSfM / STIM / GEMA)
Van Bael & Bellis (Brussels)
On 16 June 2015, the EU Commission conditionally approved the proposed joint venture between music collective management organisations PRS for music Limited (“PRSfm”) of the UK, Föreningen Svenska Tonsättares Internationella musikbyrå u.p.a. (“STIm”) of Sweden, and Gesellschaft für musikalische (...)

The EU Commission conditionally approves the acquisition of a life science company affecting the market for laboratory chemicals (Merck / Sigma-Aldrich)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Merck/Sigma-Aldrich: the 200,000 products case* In a nutshell: In the life science case Merck/Sigma-Aldrich, the Commission focused for the first time on "laboratory chemicals", a term that covers hundreds of thousands of specialty chemicals. The Commission identified concerns regarding the (...)

The EU Commission approves an acquisition in the telecommunications sector after a lengthy Phase II investigation and subject to extensive commitments (Orange / Jazztel)
Van Bael & Bellis (Brussels)
On 19 May 2015, the European Commission conditionally approved the acquisition of Jazztel by rival telecommunications provider Orange. The approval, after a lengthy Phase II investigation including a Statement of Objections issued in February, is subject to extensive commitments to facilitate a (...)

The EU Commission clears a merger subject to remedies in the retail markets involving fixed internet access services (Orange / Jazztel)
DG COMP (Brussels)
Commission clears acquisition of Jazztel by Orange, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Jazztel plc, a telecommunications company registered in the UK but mainly active in Spain, by rival Orange SA of France. (...)

The US DoJ blocks a merger between two semiconductor equipment suppliers because the combination would have threatened to diminish innovation (AMAT / TEL)
Doyle, Barlow & Mazard (Washington DC)
Mergers That Diminish Innovation Present Deal Risk* On April 27, 2015, the Department of Justice’s (“DOJ”) Antitrust Division released a statement regarding Applied Materials Inc. (“AMAT”) and Tokyo Electron’s (“TEL”) joint announcement that they abandoned their merger. The Antitrust Division’s (...)

The EU Commission conditionally clears a merger following an in-depth investigation (Zimmer / Biomet)
DG COMP (Brussels)
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DG COMP (Brussels)
Introduction On 30 March 2015, the European Commission conditionally cleared Zimmer’s acquisition of Biomet, following an in-depth investigation. Zimmer and Biomet are two of the five leading competitors in the medical implants industry. The transaction was initially notified on 3 June 2014, (...)

The US FTC orders an oil company to terminate its storage and throughput rights in a key gasoline terminal sector (Par Petroleum)
McDermott Will & Emery (Paris)
On March 18, 2015, the Federal Trade Commission (FTC) ordered Par Petroleum Corporation to terminate its storage and throughput rights at a key gasoline terminal in Hawaii. This action will settle FTC charges seeking to prevent Par’s acquisition of Koko’oha Investments, Inc. Notably, the market (...)

The US DoJ obtains disgorgement of profits for illegally consummated merger in the sector of city sightseeing by bus (Coach USA / City Sights / Twin America)
Doyle, Barlow & Mazard (Washington DC)
DOJ Obtains Disgorgement of Profits for Illegally Consummated Merger* On March 16, 2015, the Department of Justice (“DOJ”) and New York State Attorney General announced that they reached a settlement with Coach USA Inc., City Sights LLC and their joint venture, Twin America LLC, to remedy (...)

The EU Commission conditionally clears the acquisition of a media company by a competitor (De Vijver Media / Liberty Global)
Ashurst (Milan)
European Commission clears acquisition of Belgian media company by Liberty Global subject to commitments* Last 24 February the European Commission cleared Liberty Global’s acquisition of a controlling stake in the Belgian media company De Vijver Media NV (“De Vijver”), subject to commitments. (...)

A US State Court rejects a proposed consent judgement for under-addressing the competitive harm (Commonwealth of Massachusetts / Partners Healthcare System)
Constantine Cannon (New York)
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New York State Governor Cuomo for Health
Massachusetts Court Unsettles Partners’ Hospital Merger By Nixing Consent Judgment* A Massachusetts state court on Thursday derailed the settlement of a challenge to the proposed merger of Partners Health System with rivals South Shore Health and Educational Corp. (South Shore Hospital) and (...)

The EU Commission conditionally approves a three part deal in the pharmaceutical sector (Novartis / GSK)
Van Bael & Bellis (Brussels)
On 28 January 2015, in two separate decisions, the European Commission conditionally approved a complex transaction between pharmaceuticals producers GlaxoSmithKline (GSK) and Novartis that will result in: (i) GSK’s acquisition of Novartis’ human vaccines business; (ii) the formation of a joint (...)

The EU Commission conditionally approves deals in the pharmaceutical sector extending its analysis of pipeline pharmaceutical products (Novartis / GSK)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
"Protecting the drugs of tomorrow : competition and innovation in healthcare"* In a nutshell : In Novartis/GSK Oncology, the Commission extended its analysis of pipeline pharmaceutical products beyond those that are in advanced stages of development (phase III), to fully assess the (...)

The US FTC and the Canadian Competition Authority adopt a similar approach to grocery mergers, requiring structural remedies (Albertsons / Sobeys / Loblaw)
Stikeman Elliott (Toronto)
GROCERY MERGERS IN THE UNITED STATES AND CANADA: SOMETHING TO CHEW ON* On January 27, the U.S. Federal Trade Commission announced a competition law remedy in respect of the Albertsons / Safeway grocery merger, requiring the divestiture of 168 supermarkets in 130 local markets in numerous (...)

The Polish Parliament amends the merger control procedure and expends powers of the Competition Authority
Hansberry Tomkiel (Warsaw)
Most important changes in the law The amended version of the Antitrust Act (Act on Competition and Consumer Protection of 16.02.2007, Dz. U. Z 2015 poz. 184) in force since January 2015, introduced fairly significant changes in the reporting of concentrations to the President of the Office for (...)

The US DoJ approves a merger under conditions in order to resolve a vertical antitrust concern in the vehicle air springs market (Continental / Veyance Technologies)
Doyle, Barlow & Mazard (Washington DC)
DOJ’s Approval of Continental AG’s Acquisition of Veyance Requires Remedy of a Vertical Concern* On December 11, 2014, the Department of Justice (“DOJ”) approved Continental AG’s $1.8 billion acquisition of Veyance Technologies with conditions. The settlement agreements requires Continental to (...)

The EU Commission imposes several commitments to alleviate vertical competition concerns in the space industry (Airbus / Safran)
DG COMP (Brussels)
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DG TRADE (Brussels)
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European Space Agency - ESA (Frankfurt)
"Airbus /Safran /JV: Launching competition into space"* In a nutshell : In the Airbus /Safran/JV case, the Commission looked at the space industry. Several commitments were imposed to alleviate foreclosure concerns of competitors. One of the vertical concerns identified required the (...)

The US DoJ announces a proposed $4.95 million settlement for alleged “gun-jumping” while the parties’ proposed transaction is under antitrust review (Flakeboard America / SierraPine)
O’Melveny & Myers (Washington DC)
,
O’Melveny & Myers (Washington DC)
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O’Melveny & Myers (Washington DC)
This article has been nominated for the 2015 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 7, 2014, the Antitrust Division of the U.S. Department of Justice (“DOJ”) announced a proposed $4.95 million settlement with Flakeboard America Limited, (...)

The DoJ condemns pre-merger coordination requiring target company to sell factory (Flakeboard America / SierraPine)
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 (New York)
On November 7, 2014, the United States Department of Justice, Antitrust Division (DOJ) announced a $5 million agreement to settle charges that Flakeboard and SierraPine had engaged in unlawful pre-merger coordination . The DOJ’s complaint alleged that the parties’ conduct constituted both a per (...)

The US DoJ reaches $5 million settlement with companies after allegations of premerger coordination (Flakeboard America / SierraPine)
Wolters Kluwer (Riverwoods)
U.S. Premerger Coordination Allegations Settled for $5 Million in Civil Penalties, Disgorgement* The dangers of prematurely exercising operational control over an acquisition target, or at least appearing to operate organizational control, are highlighted by a Department of Justice Antitrust (...)

The US DoJ requires disgorgement for gun-jumping violations in abandoned transaction (Flakeboard America / SierraPine)
Kirkland & Ellis (New York)
This article has been nominated for the 2015 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 7, 2014, the U.S. Department of Justice, Antitrust Division (“DOJ”) announced that it had entered into a settlement with Flakeboard and SierraPine (...)

The EU Commission clears the acquisition of a Dutch cable TV operator by a competitor, subject to conditions (Liberty Global / Ziggo)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
"Liberty Global/Ziggo: Consolidation and Innovation in Telecoms"* In the midst of the telecoms consolidation wave observed in Europe and the US, the Commission’s review of Liberty Global/Ziggo highlights the risk that fixed network consolidation can pose to innovation. Even in the (...)

The EU Commission approves the acquisition of several chemical businesses, subject to conditions (Huntsman / Rockwood)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
"The "White Powder" Case: Balancing the Evidence"* The Huntsman- Rockwood TiO2 merger provides lessons for future chemical cases on the following topics: 1) The use of market features and price correlation to define relevant market. 2) Competition by Chinese products in the European (...)

The EU Commission fines a leading company in salmon farming €20 million for breaching the standstill obligation and failing to meet notification requirements (Marine Harvest / Morpol)
DG COMP (Brussels)
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European Commission (Brussels)
Article originally published in DG Competition’s Competition merger brief, as Competition merger brief 1/2014 (click here), under the title "Harvesting salmon, jumping guns: the Marine Harvest early implementation case". Please note that all articles published in the CPN are subject to a (...)

The EU Commission clears the acquisition by a Swedish steelmaker of its Finnish rival, subject to the divestment of five businesses in Finland, Sweden and Norway (SSAB / Rautaruukki)
French Ministry of the Economy (Paris)
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European Commission (Brussels)
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DG COMP (Brussels)
"Viking Steel: the SSAB / Rautaruukki merger"* The SSAB / Rautaruukki case gives insight into the Commission’s approach to market definition in merger cases. The case confirms that the Commission’s approach is case-specific, and driven by the issues at stake in a given case rather than (...)

The US FTC approves the 2013 Hart-Scott-Rodino premerger notification program, which provides the enforcing agencies with information about large mergers and acquisitions before they occur
Sheppard Mullin (Washington)
Some Interesting Numbers Regarding Merger Review: The Hart-Scott-Rodino Annual Report for Fiscal Year 2013* The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) requires that proposed acquisitions of voting securities, assets or non-corporate interests meeting certain (...)

The European Commission approves a joint venture in the PVC production sector on the basis of a divestiture (INEOS / Solvay)
Van Bael & Bellis (Brussels)
On 8 May 2014, the European Commission conditionally cleared the joint venture combining the European chlorvinyls businesses of INEOS of Switzerland and Solvay of Belgium. During an in-depth review of the deal, the Commission expressed concerns regarding two markets: the North West European (...)

The EU Commission clears a merger between the two top-tier suppliers of S-PVC upon submission of significant remedies (INEOS / Solvay / JV)
DG COMP (Brussels)
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DG COMP (Brussels)
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European Commission (Brussels)
"INEOS / Solvay / JV: Yet another P(ractically) V(ery) C(omplex) merger"* In a nutshell : Natural experiments are rare in merger assessment. However, previous mergers in the PVC industry made it possible in this case to analyse the effects of consolidation on competition and prices. (...)

The US Court of Appeals for the Sixth Circuit strikes down Ohio hospital merger as anticompetitive (ProMedica)
Norton Rose Fulbright (Washington)
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Norton Rose Fulbright (Austin)
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Norton Rose Fulbright (Austin)
Continuing the Federal Trade Commission’s (the FTC’s) string of wins in hospital merger cases, the United States Court of Appeals for the Sixth Circuit (the Sixth Circuit) upheld an FTC decision ordering the largest hospital provider in the Toledo, Ohio area to divest a smaller independent (...)

The US District Court for the District of Idaho orders the largest care system to divest independent multi-specialty physician practice (St. Luke’s Health System / Saltzer Medical)
Wolters Kluwer (Riverwoods)
Combination of Idaho’s Largest Health System and Largest Physician Practice Must Be Unwound* Within the span of about two weeks, each of the federal antitrust agencies has been handed a major win in their merger enforcement efforts. Last Friday, it was the Federal Trade Commission’s turn. The (...)

The US District Court for the District of Idaho orders to unwind a hospital group merger (St. Luke’s Health System / Saltzer Medical)
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Paul Hastings (San Francisco)
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McDermott Will & Emery (Los Angeles)
This article has been nominated for the 2015 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On January 24, 2014, the United States District Court for the District of Idaho ordered St. Luke’s Health System to unwind a merger with the Saltzer Medical (...)

The US District Court for the Northern District of California finds evidence that the merging parties expected the transaction to have anticompetitive effects (Bazaarvoice / PowerReviews)
Orrick, Herrington & Sutcliffe (San Francisco)
Another Example of Why You Should Follow the “New York Times” Rule — the Bazaarvoice Decision* Have you heard of the New York Times rule? The rule is: don’t write something down in a business communication unless you’re comfortable with its text appearing in the New York Times. If everyone followed (...)

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 rules against an 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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McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Düsseldorf)
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 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 US DoJ announces an agreement to settle the antitrust litigation challenging the merger of two air carriers (US Airways / American Airlines)
Paul Weiss (Washington)
,
Paul Weiss (Washington)
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Paul Weiss (Washington)
This article has been nominated for the 2015 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 12, 2013, US Airways, American Airlines, the U.S. Department of Justice (“DOJ”), and several state Attorneys General announced an agreement to settle (...)

The US FTC challenges a merger 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 US FTC agrees to require only minor behavioral remedies and no structural remedies in a hospital merger case highly unusual due to state laws applicable to hospitals (Phoebe Putney Health System)
Jones Day (Washington DC)
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Sheppard Mullin (Washington)
This article has been nominated for the 2014 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. The U.S. Federal Trade Commission has settled its long running dispute with the Phoebe Putney Health System, Palmyra Park Hospital, and the Hospital Authority of (...)

The EU Commission conditionally clears a merger between two US commercial airlines while the US DOJ sues to block deal (US Airways / American Airlines)
Van Bael & Bellis (Brussels)
On 5 August 2013, the European Commission conditionally approved the proposed merger between US Airways Group and AMR Corporation, the parent company of American Airlines. Both US Airways and American Airlines are major US commercial airlines. The Commission examined the competitive (...)

The New York Attorney General settles remedies regarding the merger between two leading online food ordering services in Manhattan (Seamless / GrubHub)
Ashurst (Milan)
NY Attorney General reaches settlement with two leading online food ordering services in Manhattan* On 5 August 2013 NY Attorney General stated that he reached a settlement with Seamless North America, LLC and GrubHub, two leading online food ordering services in Manhattan, in order to address (...)

The US District Court for the Northern District of California starts hearings in a class action case where the plaintiffs argue that the previous US DoJ settlement failed to ameliorate the competitive harm occasioned by the removal of a direct competitor and price maverick (AB InBev / Grupo Modelo)
King & Wood Mallesons (Sydney)
This article was originally published on In Competition by King & Wood Mallesons (click here). Closing time* Given our previous posts on the topic you would be forgiven for thinking we have a particular interest in Corona sales. Rather, the AB InBev / Grupo Modelo merger has been (...)

The US FTC requires divestiture of production and intellectual property assets before clearing an acquisition in the market for desktop hard drives (Western Digital / Hitachi GST)
Sheppard Mullin (New York)
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WilmerHale (Washington)
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US Federal Trade Commission (FTC) (Washington)
On May 8, 2012, Western Digital Corporation (“Western Digital”) completed its acquisition of Viviti Technologies (formerly, Hitachi Global Storage Technologies Ltd., or, “Hitachi GST”) for approximately $4.8 billion, after the Federal Trade Commission (“FTC”) approved a consent order requiring (...)

The US DoJ reaches a flexible settlement in crafting structural remedies in a merger between two leading brewers (AB InBev / Grupo Modelo)
Jones Day (Washington DC)
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Jones Day (Washington DC)
The U.S. Department of Justice ("DOJ") has reached a settlement with Anheuser-Busch InBev ("ABI") and Grupo Modelo S.A.B. de C.V. ("Modelo"), requiring ABI to divest Modelo’s entire U.S. business to Constellation Brands Inc. ("Constellation"). The consent decree provides for a straightforward (...)

The Chinese MOFCOM clears a merger in the mining industry (Glencore Xstrata / Las Bambas)
Mattel (Hong Kong)
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White & Case (Hong Kong)
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White & Case (London)
At long last, Glencore has overcome the final regulatory hurdle and secured the approval of China’s Ministry of Commerce (MOFCOM) to acquire the 66 percent of Xstrata that it does not already own. But not before agreeing to part with one of the prized assets in Xstrata’s portfolio, the Las Bambas (...)

The EU Court of Justice rejects electricity supplier’s request to suspend deadline to decide whether to sell off power plant project (EDF)
Van Bael & Bellis (Brussels)
On 7 March 2013, the European Court of Justice (“ECJ”) rejected the application for interim measures by Électricité de France (“EDF”), which had sought to postpone its obligation to decide whether to sell or invest in a particular power plant project, as required by previous merger commitments. (...)

The EU Commission prohibits low-cost airline’s third attempt to acquire rival (Ryanair / Aer Lingus)
Van Bael & Bellis (Brussels)
On 27 February 2013, the European Commission prohibited Irish low-cost airline Ryanair’s proposed acquisition of former Irish flag carrier Aer Lingus. Extensive remedy proposals proved insufficient to sway the Commission, which considered the two firms to be each other’s closest – and on (...)

The US District Court for the District of Columbia grants a stay to the US DoJ’s challenge giving time for further reflection whether or not an improved remedy package is likely to eliminate competition concerns on the market for beer distribution (AB InBEV)
King & Wood Mallesons (Sydney)
Judge calls time out on beer merger* Since our most recent post on the proposed merger of AB InBev and Grupo Modelo earlier this month there have been several developments. As you’ll recall, AB InBev was previously offering to sell its stake in Crown Imports (Modelo’s US distributor of beers (...)

The US DoJ files a civil antitrust lawsuit challenging a proposed acquisition of a major beer brewer (AB InBev / Grupo Modelo)
King & Wood Mallesons (Sydney)
This article was originally published on In Competition by King & Wood Mallesons (click here). Beer o’clock* As we reported in November 2012, Anheuser-Busch InBev’s proposed acquisition of the balance of Mexico-based Grupo Modelo (of which is already owns 50%), continues to face (...)

The EU Commission blocks a proposed acquisition in the express mail service sector (UPS / TNT)
European University Institute (Florence)
Thoughts on the Commission’s Decision in UPS/TNT* My back of the envelope analysis of the Commission’s prohibition decision in UPS/TNT, following yesterday’s GCLC lunch talk. Some facts first - With this decision, the Commission prohibited a merger to duopoly in the express mail business. The (...)

The EU Commission prohibits a merger due to a lack of verifiable arguments on efficiencies (UPS / TNT Express)
Van Bael & Bellis (Brussels)
On 7 May 2014, the European Commission published a summary version of its 30 January 2013 decision prohibiting the acquisition of package delivery service TNT Express by rival United Parcel Service (UPS) (see VBB on Competition Law, Volume 2013, No. 1). The Commission had prohibited the deal (...)

The US DoJ challenges an acquisition by a market leader in product ratings and reviews the 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 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 US DoJ imposes a divestiture and holds a separate order before approving an acquisition in the market for electric power (Exelon / Constellation)
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 US FTC announces an unusual proposed consent agreement to resolve unprecedented allegations on enforcement of standards-essential patents (Bosch / SPX)
Jones Day (Washington DC)
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Skadden, Arps, Slate, Meagher & Flom (Washington DC)
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Jones Day (Sillicon Valley)
The U.S. Federal Trade Commission this week announced a highly unusual proposed consent agreement reached with Robert Bosch GmbH ("Bosch") that permits Bosch’s acquisition of SPX Service Solutions U.S. LLC ("SPX Service Solutions") from SPX Corporation ("SPX") to proceed. More significantly, it (...)

The US FTC requires FRAND commitments as part of merger settlement in the industry of automotive diagnostics (SPX / Bosch)
Jenner & Block (Washington)
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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 US FTC orders divestitures plus novel standard essential patent remedy in a merger between two leading suppliers in the air conditioning recycling products market (Bosch / SPX)
Goodwin Procter (Washington)
On November 26, 2012, by a 3-2 vote, the United States Federal Trade Commission (FTC) announced a settlement in connection with the acquisition of SPX Service Solutions US, LLC (SPX) by Robert Bosch GmbH (Bosch). The settlement is noteworthy not because it contained a predictable requirement to (...)

The EU Court of Justice dismisses appeals against General Court judgments in merger case in the publishing industry (Lagardère / VUP)
Van Bael & Bellis (Brussels)
On 6 November 2012, the European Court of Justice dismissed two appeals by Editions Odile Jacob against judgments of the General Court in the Lagardère/VUP case. The acquisition by Lagardère of part of rival publishing company Vivendi Universal Publishing was approved by the Commission (...)

The EU Commission conditionally clears an acquisition in the recorded music business (Universal Music Group / EMI Music)
Van Bael & Bellis (Brussels)
On 21 September 2012, the European Commission conditionally cleared the proposed acquisition by Universal Music Group of EMI’s recorded music business, following a phase II investigation. The Commission’s phase II investigation focused on the effects of the deal on the wholesale market (...)

The EU Commission develops a novel theory of harm based on the effect of the transaction on the new entity’s bargaining power (Universal Music Group / EMI Music)
CRA International (Brussels)
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The Graduate Institute for International and Development Studies (Geneva)
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DG COMP (Brussels)
This article has been nominated for the 2014 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Mergers and bargaining power: back to the future? Insights from the Universal/EMI merger* The decision to approve the acquisition of EMI’s recorded music rights (...)

The US FTC seeks divestiture and conduct remedies before approving an acquisition in the highly concentrated market of 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 Portuguese Competition Authority holds that the non-timely execution of a divesture commitment leads to an opposition decision (Powervia / Laso merger)
Morais Leitão, Galvão Teles, Soares da Silva (Porto)
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Morais Leitão, Galvão Teles, Soares da Silva (Lisbon)
I. Introduction On April 20, 2011, the Portuguese Competition Authority (PCA) was notified of a concentration under which Powervia, S.A. (Powervia), an investment fund, notified the acquisition of sole control over the following companies: Laso – Transportes, S.A., Auto – Laso, S.A. and Probilog (...)

The EU Commission conditionally approves acquisition of an aviation equipment company (Goodrich / United Technologies)
Van Bael & Bellis (Brussels)
On 26 July 2012, following a Phase II investigation, the European Commission granted conditional approval to the acquisition of Goodrich Corporation by United Technologies Corporation (UTC), both US-based companies active in the production and sale of aviation equipment on a worldwide (...)

The Canadian Competition Bureau issues no action letter clearing a transaction in the equities trading and post-trade services markets (Maple/TMX)
Steve Szentesi Law Corporation (Vancouver)
Competition Bureau Issues No Action Letter in Maple/TMX Transaction* On July 4, 2012, the Competition Bureau announced that it had issued a No Action Letter clearing the Maple/TMX transaction (see: Competition Bureau Completes Review of Proposed Maple-TMX Transaction). In making the (...)

The EU Commission clears a merger between two Austrian mobile networks operators subject to remedies (Hutchison 3G / Orange Austria)
CRA International (London)
The long-standing discussion about how competition in telecom markets should be best managed (that is, through a mix of traditional regulatory mechanisms – like access price regulation – and ex-post competition policy) has recently drawn new life from the debate about the need to provide the (...)

The US DoJ announces that an executive of a South Korean company agreed to plead guilty to charges of obstruction of justice and to serve five months in prison for altering documents filed in connection with a proposed merger (Nautilus Hyosung / Triton Systems)
Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
Tampering With Documents In Connection With Hart-Scott-Rodino Merger Submissions Can Land You In Jail!* One does not usually associate the possibility of criminal penalties with the Hart-Scott-Rodino Act premerger review process. However, on May 3, 2012, the U.S. Department of Justice ("DOJ") (...)

The US DoJ conditions merger approval upon divestiture of supply contracts in 8 local school districts affecting the market for school bus transportation services (National Express / Petermann)
Akin Gump Strauss Hauer & Feld (Dallas)
On April 30, 2012, the Department of Justice announced a conditional approval of the merger between National Express Corporation and Petermann Partners Inc., hinging upon the divestiture of the merging firms’ service contracts in 8 local markets. National Express and Petermann serve as (...)

The EU Commission clears the acquisition of a smartphone and tablet manufacturer’s patent pool by a leading smartphone operating system developer (Google / Motorola Mobility)
Womerang (Monterrey)
This article has been nominated for the 2013 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. “Honor your commitments” - The patent gatekeeping problem after antitrust regulators in the United States and the European Union cleared Google’s acquisition of (...)

The EU Commission blocks a merger due to its potential effect on EU financial derivatives traded on the stock exchange (NYSE Euronext / Deutsche Börse)
Mayer Brown (Paris)
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Greenberg Traurig (London)
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Noerr (Brussels)
On 1st February 2012, the European Commission adopted its decision prohibiting the USD 10.2 billion merger between Deutsche Börse (DB) and NYSE Euronext (NYSE). The decision is notable not the least because it is rare for the Commission to block a merger. Only 21 have been blocked compared (...)

The US DoJ conditionally approves a combination of stock exchange groups while the EU Commission’s review is still pending (NYSE Euronext / Deutsche Börse)
Wolters Kluwer (Riverwoods)
U.S. Justice Department Conditionally Approves Combination of Stock Exchange Groups, European Review Still Pending* The prospects for the merger of Deutsche Börse AG and NYSE Euronext are looking a little brighter, since the U.S. Department of Justice Antitrust Division conditionally approved (...)

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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Sheppard Mullin (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 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 DC)
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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 EU National Competition Authorities agree best practices on cooperation in merger review
European Commission (Brussels)
EU Competition Authorities: EU National Competition Authorities agree Best Practices on Cooperation in Merger Review* On 9 November 2011, the Heads of European national competition authorities (NCAs) and the European Commission agreed a set of best practices which aim to foster cooperation and (...)

The US DoJ requires divestiture of a processing plant in exchange for settling the investigation of a merger in the chicken processing industry (George’s Foods / Tyson Foods)
King & Spalding
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King & Spalding (Washington)
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Sheppard Mullin (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 EU Commission together with the US DoJ and the US FTC jointly issue a revised best practices on cooperation in merger investigations
Sullivan & Cromwell (Brussels)
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Sullivan & Cromwell (Brussels)
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Wilson Sonsini Goodrich & Rosati (Washington)
This article is the winner for the business category, mergers section of the 2012 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. The Competition Directorate-General of the European Commission (DG Competition) and the Department of Justice (DOJ) and (...)

The US DoJ requires conduct remedies before allowing a vertical merger between a generic online search engine and a widely-used flight information services provider to go forward (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 demands conduct remedies from two strong competitors in related markets before approving a vertical merger that will allow the combined company to enter into the online travel search market (Google / ITA)
Crowell & Moring (Washington)
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Crowell & Moring (Washington)
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United Airlines (Chicago)
U.S. antitrust agencies, in a flurry of recent actions, have reinvigorated vertical merger enforcement, claiming competitive harm from what, in the past, would potentially have been viewed as efficiency-enhancing vertical integration. The Department of Justice (“DOJ”), in particular, has (...)

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)
Economists Incorporated (San Francisco)
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Economists Incorporated (Washington)
On July 1, 2010, Google Inc. (“Google”) and ITA Software, Inc. (“ITA”) announced an agreement for Google to acquire ITA for $700 million. On April 8, 2011, the Department of Justice (“DOJ”) announced that it would allow the proposed acquisition subject to certain conditions. DOJ filed a complaint (...)

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 joins seven States to block the proposed merger between two of the four largest national providers in the mobile wireless telecommunication services (AT&T / T-Mobile)
Wolters Kluwer (Riverwoods)
Seven States Join U.S. in Suit to Block AT&T’s Acquisition of T-Mobile* The Attorneys General of California, Illinois, Massachusetts, New York, Ohio, Pennsylvania, and Washington have signed on to the U.S. Justice Department’s complaint challenging AT&T, Inc.’s proposed $39 billion (...)

The US DoJ announces that it would conditionally approves a proposed merger in the radio advertising market on the divestiture of three radio stations in two overlap markets (Cumulus Media / Citadel Broadcasting)
Sheppard Mullin (San Francisco)
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Perkins Coie (New York)
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US Federal Communications Commission (FCC)
On September 8, 2011, the U.S. Department of Justice (“DOJ”) Antitrust Division announced that it would condition its approval of Cumulus Media Inc.’s proposed merger with Citadel Broadcasting on the divestiture of three radio stations in two overlap markets . In its court filings, the DOJ (...)

The US DoJ seeks conduct remedies prior to approving a joint venture in order to prevent exclusionary conduct in the markets for online video distribution and video programming (Comcast / NBC Universal)
American University’s Washington College of Law (Washington)
The Federal Communication Commission’s recent decision to allow the transaction between Comcast and General Electric’s NBC Universal (NBCU) affiliate to proceed subject to conditions helped to fill a gap in the contemporary treatment of vertical mergers. The existence of this gap was (...)

The US DoJ conditionally approves a joint venture under behavioural remedies in the industries of online video distribution and video programming (Comcast / NBC Universal)
Crowell & Moring (Washington)
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Crowell & Moring (Washington)
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United Airlines (Chicago)
U.S. antitrust agencies, in a flurry of recent actions, have reinvigorated vertical merger enforcement, claiming competitive harm from what, in the past, would potentially have been viewed as efficiency-enhancing vertical integration. The Department of Justice (“DOJ”), in particular, has (...)

The US FTC announces changes to reduce the filing burden and streamline the form parties must file when seeking antitrust clearance of proposed mergers and acquisitions under the HRS Act and the Premerger Notification Rules
Sheppard Mullin (Washington)
New Amendments To Hart-Scott-Rodino Premerger Notification Rules* On July 7, 2011, the Federal Trade Commission announced a final rule amending the Hart-Scott-Rodino Premerger Notification Rules (the "Rules") and the Premerger Notification and Report Form (the "Form") and associated (...)

The US DoJ issues the new policy guide to merger remedies
Akin Gump Strauss Hauer & Feld (Washington)
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Bona Law (New York)
This article has been nominated for the 2012 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Summary On Friday, June 17, 2011, the U.S. Department of Justice released the Antitrust Division’s Policy Guide to Merger Remedies. The Guide describes the (...)

The European Commission clears under conditions the creation of a joint venture between two chemical companies (BASF/Ineos Styrene)
JG Associates (Brussels)
"Merger: main developments between 1 May and 31 August 2011"* On 1 June 2011 the European Commission cleared under the EU Merger Regulation the creation of a joint venture combining the existing styrene monomer, polystyrene and acrylonitrile‑butadiene‑styrene (ABS) businesses of INEOS of (...)

The EU Commission clears a joint venture in the pharmaceutical sector after examining possible coordination between Chinese State-owned companies (Sinochem / DSM)
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 (...)