EU Mergers

Phase I Mergers

  • M.7859 – OMV AKTIENGESELLSCHAFT/ECONGAS GMBH (2 May 2016)
  • M.7979 – GILDE/ROYAL REESINK (2 May 2016)

Phase II Mergers

Statement by Commissioner Vestager on announcement of withdrawal of Halliburton/Baker Hughes merger. On 2 May 2016, the European Commission (Commission) published a statement by Commissioner Vestager on the announcement by Halliburton and Baker Hughes that they are abandoning their proposed merger. The Commission initiated a Phase II investigation into this proposed merger in January 2016.

State Aid

Commission approves extension of guarantee ceiling in HSH Nordbank State aid case.On 2 May 2016, the Commission announced that it has found the EUR 3 billion re-increase of the guarantee ceiling, granted in June 2013 by the German Länder of Hamburg and Schleswig Holstein to stabilise the German bank, HSH Nordbank, is in line with EU State aid rules. The Commission’s approval was based on commitments by Germany to split HSH Nordbank into a holding company and operating subsidiary, and to proceed with a sale of the operating company on an open, transparent, and non-discriminatory tender basis, without additional State aid. The Commission assessed the measure under the State aid rules applicable at the time of notification of the aid measure in May 2013, i.e., before the 2013 Banking Communication entered into force in August 2013 and concluded, on that basis, that the re-increase of the guarantee did not constitute new State aid.

UK Competition

CMA refers acquisition of Trayport by Intercontinental Exchange to Phase II investigation. On 3 May 2016, the Competition and Markets Authority (CMA) announced that it has decided to refer the completed acquisition by Intercontinental Exchange, Inc. (ICE) of Trayport to a Phase II investigation. On 27 April 2016, the CMA announced it would make a reference unless acceptable undertakings in lieu were offered. As ICE has not offered undertakings in lieu, the CMA has now referred the merger to a Phase II investigation. The CMA will, therefore, investigate further its concerns that ICE could use its ownership of Trayport’s software to raise prices and/or reduce the quality of its service to rival exchanges, brokers, and clearinghouses in order to divert its rivals’ trades to ICE’s exchange and clearinghouse and/or to protect its market position from increased competition. The deadline for the CMA to report on this merger is 18 October 2016.

CMA adverse provisional findings in Iron Mountain/Recall merger. On 4 May 2016, the CMA announced its provisional findings in its Phase II investigation into the acquisition by Iron Mountain, Inc. of Recall Holdings Limited. The CMA has provisionally concluded that, in most areas of the UK where both companies are active, there will be sufficient alternative suppliers to preserve competition and ensure that the merged company will be prevented from raising prices or otherwise reducing the level of service to customers. However, the CMA has provisionally concluded that the acquisition may be expected to result in a substantial lessening of competition (SLC) in the supply of record management services in the Aberdeen and Dundee areas; the supply of off-site data protection services in the Aberdeen and Dundee areas; and the supply of specialist records and information management services to customers operating in the oil and gas sector in the Aberdeen area. The CMA also has published a notice of possible remedies. The CMA invites views on the proposed remedies by 18 May 2016, along with comments on its provisional findings by 25 May 2016.

Speeches & Publications

CMA guidance on competition law redress. On 3 May 2016, the CMA published a guidance document, entitled: “Competition law redress – A guide to taking action for breaches of competition law”. According to the CMA, the document is intended to provide an outline for individuals and businesses of their rights to bring private actions for competition law redress for breaches of competition law, following reforms introduced by the Consumer Rights Act 2015, and the EU Damages Directive.

EU Merger Working Group reports on merger information requirements in EU Member States. The EU Merger Working Group (MWG) has recently published a report providing a comparative overview of the state of play of information requirements for merger notifications in each EU Member State and Norway. The report provides an overview on the information required to complete the initial notification documents in each MWG country, along with some context concerning the review procedure undertaken in each country.