EU Mergers

Phase I Mergers

M.8660 FORTUM / UNIPER (11 May 2018)

M.8861 COMCAST / SKY (11 May 2018)

M.8882 KENNEDY WILSON / AXA / JV (11 May 2018)

M.8906 GOODYEAR / BRIDGESTONE / TIREHUB (11 May 2018) 

Commission approves ArcelorMittal’s acquisition of Ilva subject to conditions.

On 7 May 2018, the Commission approved the acquisition of Ilva by ArcelorMittal under the EU Merger Regulation. The approval is conditional upon ArcelorMittal’s divestiture of certain assets in order to address the Commission’s competition objective to preserve effective competition in the European steel markets. ArcelorMittal is the largest producer of flat carbon steel in Europe and worldwide. Ilva, on the other hand, owns several production assets including Europe’s largest single-site integrated flat carbon steel plant located in Taranto, Italy. Following an in-depth investigation, the Commission found that the merger would result in higher prices for hot rolled, cold rolled and galvanised flat carbon steel in Europe. As a result, ArcelorMittal has proposed a set of commitments that are satisfactory to the Commission. The proposed commitments include ArcelorMittal’s divestment of production assets in Belgium (Liège), Czech Republic (Ostrava), Luxembourg (Dudelange), Italy (Piombino), Romania (Galati), and Former Yugoslav Republic of Macedonia (Skopje). ArcelorMittal has also offered to divest a number of distribution assets in France and Italy.

Commission publishes evaluation roadmap for Consortia Block Exemption Regulation. 

On 7 May 2018, the Commission published an evaluation roadmap for the Consortia Block Exemption Regulation (CBER). The CBER was first adopted in 1995 and has since been amended four times. Current enabling regulation, Regulation 246/2009, enables the Commission to exempt consortia agreements from the application of Article 101(1) of the Treaty on the Functioning of the European Union (TFEU) for a period limited to five years with the possibility of prolongation. The current CBER expires in April 2020 and sets out the conditions for the Article 101(3) TFEU exemption. This evaluation roadmap is intended to assess whether the CBER is still relevant in the context of the general policy of harmonising competition rules and the major development in the liner shipping industry in recent years. The roadmap document sets out the consultation strategy, data collection, and methodology to be undertaken by the Commission. 

EU Mergers 

Commission approves ArcelorMittal’s acquisition of Ilva subject to conditions.

On 7 May 2018, the Commission approved the acquisition of Ilva by ArcelorMittal under the EU Merger Regulation. The approval is conditional upon ArcelorMittal’s divestiture of certain assets in order to address the Commission’s competition objective to preserve effective competition in the European steel markets. ArcelorMittal is the largest producer of flat carbon steel in Europe and worldwide. Ilva, on the other hand, owns several production assets including Europe’s largest single-site integrated flat carbon steel plant located in Taranto, Italy. Following an in-depth investigation, the Commission found that the merger would result in higher prices for hot rolled, cold rolled and galvanised flat carbon steel in Europe. As a result, ArcelorMittal has proposed a set of commitments that are satisfactory to the Commission. The proposed commitments include ArcelorMittal’s divestment of production assets in Belgium (Liège), Czech Republic (Ostrava), Luxembourg (Dudelange), Italy (Piombino), Romania (Galati), and Former Yugoslav Republic of Macedonia (Skopje). ArcelorMittal has also offered to divest a number of distribution assets in France and Italy. 

State Aid 

Advocate General Sharpston issues Opinion on appeal against General Court’s dismissal of state aid appeal on subsidies granted to operators of digital terrestrial television platforms.

 On 8 May 2018, Advocate General Sharpston issued an Opinion on Spain’s appeal against the General Court’s judgment which rejected Spain’s action for annulment against an earlier Commission decision. Between 2005 and 2008, Spain adopted a series of measures supporting the deployment of a digital terrestrial system for television distribution and on 1 October 2014, the Commission adopted a decision finding that the aid was incompatible with the internal market. This decision was later amended as a result of the disagreement between Spain and the Commission on whether the cost of digital equipment came under the scope of the Commission’s decision. Advocate General Sharpston’s Opinion considered that the General Court erred in law in relation to the amended decision and recommended that this part of the judgment be set aside by the ECJ.

Commission announces in-depth investigation into restructuring support for Romanian National Uranium Company. 

On 8 May 2017, the Commission issued a press release announcing an in-depth investigation to assess whether Romanian public support measures in favour of the National Uranium Company are in line with EU state rules on state aid. On 12 June 2017, Romania notified the Commission of its plan to restructure the National Uranium Company (NUC). The plan included €95 million of support to the NUC in the form of grants, subsidies, debt write-off, and debt-to-equity conversion. It followed an urgent rescue aid loan of approximately €13.3 million to keep the company afloat which was temporarily approved by the Commission in 2016. The Commission at this stage has doubts as to whether this planned restructuring aid is in line with the conditions set out in the state aid rules and intends to investigate whether the Romanian restructuring plan would restore the long-term viability of the NUC without continued state aid. 

UK Mergers 

CMA announces referral of SSE/Npower merger for in-depth investigation. 

On 8 May 2018, the Competition and Markets Authority (CMA) issued a press release announcing that it has referred the proposed merger of SSE Retail and Npower for a Phase 2 investigation. This follows from the CMA’s initial Phase 1 investigation which found that the proposed merger could reduce competition and lead to higher prices for some bill payers. SSE and Npower did not offer measures to address the CMA’s concerns, so a decision on the merger will now be made by a group of independent panel members supported by CMA staff. The deadline for a final report to be issued is 22 October 2018.

CMA publishes issues statement for completed acquisition of Washstation Limited.

On 9 May 2018, the CMA published its issues statement for the acquisition of Washstation Limited by JLA New EquityCo. through its subsidiary Vanilla Group Limited. This document sets out the main issues the CMA is likely to consider in reaching its decisions, taking into account the evidence gathered to date. The issues statement does not preclude the CMA from considering any additional issues which may be identified during the course of its investigation. 

CMA issues initial enforcement order against Turner Topco and Auction Technology Group

On 9 May 2018, the CMA issued an initial enforcement order in relation to the acquisition of SPH Softwarepartner Hamburg GmBH & Co. KG by Auction Technology Group Germany GmBH. This order is issued pursuant to section 71(2) of the Enterprise Act 2002 in order to ensure that no integration action is taken pending final determination of any reference made by the CMA under the Enterprise Act 2002. 

Speeches & Publications 

CMA announces appointment of Senior Director, Cartels. 

On 8 May 2018, the CMA announced its appointment of Howard Cartlidge as Senior Director to head its cartel enforcement function. Mr Cartlidge’s role will include preparing for the CMA’s expected increase in cartel information activity following the UK’s exit from the EU. He was previously a solicitor specialising in competition law for over 25 years and was a partner in major UK and international law practices. Mr Cartlidge takes on the role from Stephen Blake who became the CMA’s Senior Legal Director this month. Mr Blake will have legal oversight of the CMA’s cartels and consumer protection role and will have a wider role in shaping CMA policy in these areas.