EU Mergers

Phase I Mergers

  • M.8257 NN GROUP / DELTA LLOYD (7 April 2017)
  • M.8305 ROCKWELL COLLINS / B  / E AEROSPACE (11 April 2017)
  • M.8405 LEAR / GRUPO ANTOLÍN ASSETS (11 April 2017)
  • M.8413 ENGIE / OMNES CAPITAL / PREDICA / ENGIE PV BESSE / ENGIE PV SANGUINET (10 April 2017)
  • M.8428 CVC / ZABKA POLSKA (7 April 2017)
  • M.8442 ARDIAN / GROUPE PROSOL (10 April 2017)

EU Competition 

Commission conditionally approves Maersk Line’s acquisition of Hamburg Südamerikanische. On 10 April 2017, the European Commission (Commission) announced that it has conditionally approved the acquisition of Hamburg Südamerikanische Dampfschifffahrts-Gesellschaft KG (HSDG) by Maersk Line A/S (Maersk Line). The merger would combine two of the leading container liner shipping companies. Maersk Line and HSDG both offer their services on trade routes through agreements with other shipping companies, which are known as "consortia" or "alliances". The Commission found that the merger would create new links between the previously unconnected Maersk Line and five of the consortia HSDG belongs to, and would therefore have anti-competitive effects on the five corresponding trade routes. In order to address the Commission’s concerns, Maersk Line offered to terminate HSDG’s participation in the five consortia. The Commission concluded that if the transaction was modified in this way then it would not give rise to competition concerns and therefore granted conditional approval.

Commission terminates reinvestigation into stainless steel cold-rolled flat products from Taiwan. On 11 April 2017, the Commission terminated its absorption reinvestigation into Taiwanese stainless steel cold-rolled flat products. By Commission Implementing Regulation (EU) 2015/1429, the Commission imposed a definitive anti-dumping duty on imports of stainless steel cold-rolled flat products originating in the People's Republic of China and Taiwan. The applicable duty rate for all Taiwanese companies was 6.8%. In 2016 the Commission received a request from the European Steel Association, made on behalf of producers representing more than 25% of the total production of certain cold-rolled flat steel products in the EU, for an absorption reinvestigation of the measures in force. This request was made on the ground that there had been a decrease in export prices following the imposition of the anti-dumping duties. In the event, the Commission found that export prices had decreased and therefore recalculated the dumping margins, which showed that the dumping margin for the group of companies originally investigated had decreased. It was concluded that the absorption reinvestigation will be terminated without amending the measures in force.

UK Competition

CMA accepts undertakings in lieu of referring Mastercard/VocaLink merger to a Phase 2 investigation. On 11 April 2017, the Competition and Markets Authority (CMA) announced that it has accepted undertakings offered by Mastercard UK Holdco Limited (Mastercard) and VocaLink Holdings Limited (VocaLink) in lieu of referring the anticipated merger to a Phase 2 investigation. In its Phase 1 investigation, the CMA found that the merger would limit competition for the provision of certain infrastructure services. This is because Mastercard and VocaLink are two of the most credible providers of infrastructure services to the LINK ATM network, which includes software, hardware and secure telecommunications networks. The CMA would therefore refer the merger to a Phase 2 investigation unless undertakings in lieu were offered by the parties. Mastercard and VocaLink offered three such undertakings. The parities proposed first, to make VocaLinks existing network connectivity available to a new supplier of infrastructure services to LINK; second, for Mastercard to contribute to the cost of LINK members changing to a new supplier of infrastructure services; and third, for VocaLink to transfer their intellectual property rights relating to the LINK LIS5 messaging standard to LINK. LINK LIS5 is used to communicate when customers use cash machines. The CMA concluded that these proposals are sufficient and address their competition concerns. The merger therefore will not be referred to a Phase 2 investigation. 

CMA decides not to review PPU arrangements under the Private Healthcare Market Investigation Order. On 12 April 2017, the CMA published its decision not to review the private patient unit (PPU) arrangements between Barts Health NHS Trust (Barts) and Nuffield Health (Nuffield) under the Private Healthcare Market Investigation Order 2014. This Order gives the CMA the power to review transactions between NHS trusts and private hospital operators to operate or manage PPUs. This is in order to address the adverse effects on competition which were identified by the CMA in their private healthcare market investigation. The CMA have the power to review any PPU arrangement and to take action if it believes the arrangement will, or may, result in a substantial lessening of competition. The PPU in question involves the provision of a long-term lease by Barts to Nuffield relating to The Old Pathology Building and the former Residential Staff Quarters on St Bartholomew’s site in Smithfield. It is expected that the PPU will focus in particular on cardiovascular treatments. The CMA considered the area covering private hospitals and PPUs in central London as a separate geographic market, and found that there are several large private hospitals active in central London which provide a range of hospital services including cardiovascular treatments. Furthermore, the CMA found that there are several large PPUs operated by other NHS trusts and foundation trusts in central London. Overall, the CMA believed that there were no grounds for considering that the parties faced weak constraints in the provision of privately-funded general hospital services in the relevant local area and therefore did not conduct a review of the PPU arrangement.  

Brexit

The Brexit Competition Law Working Group publishes its provisional report. On 13 April 2017, the Brexit Competition Law Working Group published its provisional conclusions and recommendations on the implications of Brexit for UK competition law and policy. The report in particular states that Brexit need not jeopardise the legislative continuity of UK competition law and that the ‘substantial lessening of competition’ test for mergers should be retained as the standard to be applied by the CMA. However, the report also notes that primary legislation will require some amendment, for example, the duty in section 60 of the Competition Act 1998 for UK authorities to act consistently with EU law should become a duty to simply have regard to EU decisions and EU Court judgments. The report also considers the potentially problematic nature of the transition to a post-Brexit environment and the need to secure effective international coordination and cooperation