China & Mergers

Foreword China & Mergers: An overview of national case law

In the years following the introduction of merger review in China in 2008, China emerged as one of the main jurisdictions for global merger transactions. Today, obtaining clearance in China is often crucial to the overall success of global deals. Merger review in China is therefore a highly relevant topic for companies engaged in global transactions, and for their advisors. We review past merger decisions in the semiconductor industry to illustrate how these events may exacerbate differences in merger reviews between China and other major jurisdictions and may therefore have an impact on global transactions that are notifiable in China. We also look at a development that is of great relevance for transactions in China: merger review in the digital economy. In 2021, the State Administration for Market Regulation (‘SAMR’) published Anti-Monopoly Guidelines for the Internet Economy, which signaled a shift towards increased enforcement in the digital economy, and which has implications also for merger review in China.

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Mergers

 The Chinese State Administration for Market Regulation approves a merger between two digital technology companies subject to remedies, including divestments and commitments to supply customers on fair, reasonable and non-discriminatory terms (Siltronic / GlobalWafers) (AMD / Xilinx)
Ashurst (Singapore)
Singapore 14 contributions 16210 visits
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Ashurst (Abū Dhabī)
United Arab Emirates 5 contributions 2159 visits
In January 2022, the State Administration of Market Regulation ("SAMR") conditionally approved two merger transactions in the technology sector - the acquisition of Siltronic AG by Global Wafers and the acquisition of Xilinx by Advanced Micro Devices. These two cases demonstrate SAMR’s (...)

The Chinese State Administration for Market Regulation issues a decision requiring parties to a merger to revert to pre-merger status and restore “market competition status” due to failure to file a merger notification (Tencent / CMC)
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K&L Gates (Shanghai)
Chine 1 contribution 115 visites
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K&L Gates (Hong Kong)
Hong Kong 1 contribution 115 visites
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This article has been nominated for the 2022 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On 24 July 2021, the State Administration for Market Regulation (SAMR) of the People’s Republic of China (PRC) made and announced an administrative penalty (...)

The Chinese State Administration for Market Regulation fines ten tech giants for failure to notify economic concentrations under the applicable merger control rules (Alibaba / Tencent / Suning...)
University of Macau - Faculty of Law
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China’s antitrust enforcer imposes record fines on tech giants for failure to notify their concentrations* On 12 March 2021, the State Administration for Market Regulation (SAMR), China’s competition authority responsible for the enforcement of the Anti-Monopoly Law (AML), has announced ten (...)

The Chinese State Administration for Market Regulation fines three internet companies for failure to notify past merger transactions under the merger control regime in breach of the Anti-Monopoly Law (Alibaba / China Literature / Shenzhen)
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Herbert Smith Freehills (Hong Kong)
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Herbert Smith Freehills (Shanghai)
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On 14 December 2020, China’s State Administration for Market Regulation (SAMR) imposed fines against three internet based companies Alibaba Investment Limited, China Literature Limited and Shenzhen Hive-box Network Technology for respective failures to notify past transactions under the merger (...)

The Chinese State Administration for Market Regulation consolidates previous merger control guidance in its new Interim Provisions on Undertaking Concentration Examination
Herbert Smith Freehills (Hong Kong)
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Herbert Smith Freehills (Shanghai)
China 7 contributions 1950 visits
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Herbert Smith Freehills (Hong Kong)
China 6 contributions 1140 visits
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On 27 October 2020, China’s State Administration for Market Regulation (SAMR) issued the Interim Provisions on Undertaking Concentration Examination (Provisions), which will come into force on 1 December 2020. As well as consolidating previous guidance published by its predecessor, the (...)

The Chinese State Administration for Market Regulation publishes new rules related to antitrust merger reviews
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Jones Day (Beijing)
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In Short* The Development: China’s antitrust authority, the State Administration for Market Regulation ("SAMR"), published new rules related to antitrust merger reviews—the Interim Rules on the Review of Concentrations of Undertakings ("Interim Rules"). The Result: The most significant (...)

The Chinese State Administration for Market Regulation clears an acquisition in the auto parts sector subject to conditions (ZF / WABCO)
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King & Wood Mallesons (Beijing)
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On 15 May 2020, the State Administration for Market Regulation (“SAMR”) in China conditionally approved ZF Friedrichshafen AG (“ZF”)’s acquisition of WABCO Holdings, Inc. (“WABCO”, ZF and WABCO collectively as the “Parties”) following a 180-day extended Phase 2 review. It is noteworthy that (...)

The Chinese State Administration for Market Regulation accepts the first merger filing involving a variable interest entity structure (Shanghai Mingcha Zhegang / Huansheng Information Technology)
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Shihui Partners (Beijing)
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King & Wood Mallesons (Beijing)
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Preamble On 20 April 2020, China’s State Administration for Market Regulation ("SAMR") formally accepted a filing for the Establishment of a Joint Venture between Shanghai Mingcha Zhegang Management Consulting Co., Ltd. (“SMZ”) and Huansheng Information Technology (Shanghai) Co., Ltd. ("SMZ (...)

The Chinese Competition Authority publishes a formal statement on revised procedures for merger filings during the COVID-19 crisis
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These moves follow similar actions by the State Administration for Market Regulation (“SAMR”), China’s antitrust authority. On February 6, SAMR issued a formal statement laying out revised procedures for merger filings, prohibiting face-to-face meetings and requiring parties to submit (...)

Mergers in China: Enforcing China’s Anti-Monopoly Law in a Time of Change
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At the time of this writing, we are in the midst of the escalating US-China trade tensions. This bilateral issue has raised the risk of a broader crisis defusing on some fronts. Emerging markets are losing confidence on the international rules-based order mainly established by the developed (...)

The Chinese MOFCOM requires divestitures and behavioural commitments to approve a merger in the market of agrochemical products, material science products and speciality products (Dow / DuPont)
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University of Melbourne
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Hogan Lovells (Beijing)
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On 29 April 2017, the MOFCOM approved the merger between Dow and DuPont, subject to structural and behavioural conditions. The merger notification was submitted on 21 March 2016, which was accepted as complete on 6 May 2016. The review went into an extended phase 2, and the parties withdrew (...)

The Chinese MOFCOM conditionally clears a merger in the vascular closure devices market (Abbott Laboratories / St Jude Medical)
Hogan Lovells (Beijing)
China 81 contributions 19671 visits
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University of Melbourne
Australia 103 contributions 28964 visits
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China Competition Bulletin (Beijing)
China 101 contributions 25911 visits
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On 30 December 2016, Abbott Laboratories’s acquisition of St Jude Medical was conditionally approved by the MOFCOM. On 4 July 2016, Abbott Laboratories submitted its notification to the MOFCOM, which was accepted as complete on 6 September 2016. The authority’s review entered phase 2 on 6 (...)

The Chinese MOFCOM fines a merger in the medical imaging market for gun jumping (Canon / Toshiba)
University of Melbourne
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University of Melbourne
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Hogan Lovells (Beijing)
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On 16 December 2016, the MOFCOM announced that it had fined Canon RMB 300,000 for failure to notify its proposed acquisition of Toshiba Medical Systems in accordance with the AML on time. Its decision was published on 4 January 2017. The proposed acquisition proceeded in 2 stages. In stage (...)

The Chinese MOFCOM rules that a foreign-to-foreign deal "jumped the gun" in breach of antitrust rules (Canon / Toshiba)
Hogan Lovells (Beijing)
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MOFCOM rules that foreign-to-foreign deal "jumped the gun" in breach of antitrust rules* In a decision adopted on 16 December 2016 and made public on 4 January 2017, the Chinese Ministry of Commerce (“MOFCOM“) fined Japanese company Canon for failure to file its acquisition of Toshiba (...)

The Chinese MOFCOM fines an imaging and optical products manufacturer for failure to notify its acquisition of a company active in the medical equipment sector (Canon / Toshiba)
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On 16 December 2016, China’s Ministry of Commerce (MOFCOM) published its decision to fine Canon Inc. (Canon) for failure to notify its acquisition of Toshiba Medical Systems Corporation (TMSC) under the Anti-Monopoly Law (the AML). The decision is an important development for two key (...)

The Chinese MOFCOM conditionally clears a merger in the market for production and sale of beer (AB InBev / SABMiller)
Hogan Lovells (Beijing)
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University of Melbourne
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China Competition Bulletin (Beijing)
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On 29 July 2016, AB InBev’s acquisition of SABMiller was conditionally approved by the MOFCOM. With the acquisition, AB InBev acquires SABMiller’s 49% interest in CR Snow. When Anheuser-Busch acquired InBev back in 2008, the MOFCOM approved that acquisition on the condition that, inter alia, (...)

The Chinese Ministry of Commerce releases a company from conditions previously imposed in an e-commerce merger (Wal-Mart / Yihaodian)
China Competition Bulletin (Beijing)
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University of Melbourne
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University of Melbourne
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On 30 May 2016, the MOFCOM decided to release Wal-Mart from the conditions that it had imposed on Wal- Mart’s acquisition of Yihaodian in 2012. Wal-Mart had applied for release from these conditions in July 2015. When the MOFCOM conditionally approved Wal-Mart’s acquisition in 2012, the (...)

The Chinese MOFCOM releases three decisions sanctioning companies for failure to notify their transactions for antitrust review (Dade Holdings / Jilin Sichang Pharmaceutical) (New United Group / Bombardier Transportation Sweden) (Beijing CNR / Hitachi)
University of Melbourne
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China Competition Bulletin (Beijing)
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University of Melbourne
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On 4 May 2016, the MOFCOM released 3 decisions in which it sanctioned various companies for failure to notify their transactions for antitrust review. The decisions were all made on 21 April 2016. In each case, the MOFCOM determined that the transaction constituted a concentration under (...)

The Chinese MOFCOM approves a merger in the semiconductor industry subjecting it to a fix-it-first remedy (NXP / Freescale)
University of Melbourne
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China Competition Bulletin (Beijing)
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Hogan Lovells (Beijing)
China 81 contributions 19671 visits
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NXP’s acquisition of Freescale was conditionally approved by the MOFCOM on 27 November 2015. Both companies are major players in the semiconductor industry. The notification was first accepted in May 2015 and review had entered extended phase 2, but the notification was withdrawn and then (...)

The Chinese Ministry of Commerce fines several undertakings for breaches of merger notification rules (FJEI / FPID) (Nanjing Puzhen / Bombardier Sweden) (BestTv / Microsoft)
AnJie Broad Law (Beijing)
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AnJie Broad Law (Beijing)
China 2 contributions 918 visits
Warning from MOFCOM: Second Wave of Penalties Imposed for Breaches of Concentration Notification Rules* On September 29th 2015, the Ministry of Commerce of the P.R.C (“MOFCOM”) published four administrative decisions on penalties for illegal activities involved in the concentration of (...)

The Chinese MOFCOM cracks down on failures to notify qualifying mergers, acquisitions and joint ventures (FJEI / FPID) (Nanjing Puzhen / Bombardier Sweden) (BestTv / Microsoft)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
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This article has been nominated for the 2016 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. China’s Anti-Monopoly Law requires businesses to notify transactions to the Ministry of Commerce (MOFCOM) for merger control review, so long as the parties (...)

The Chinese MOFCOM approves acquisition of shares of a Chinese brewery by an international competitor (Anheuser-Busch InBev / Zhujiang Brewery)
University of Melbourne
Australia 103 contributions 28964 visits
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China Competition Bulletin (Beijing)
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Hogan Lovells (Beijing)
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On 20 August 2015, the MOFCOM approved Anheuser-Busch InBev’s acquisition of additional shares in Zhujiang Brewery. After the acquisition, Anheuser-Busch InBev’s interest in Zhujiang Brewery will be increased from 25.62% to 29.99%, but the composition of the board of directors and the (...)