Merger Control
Full service support for competition aspects of transactions including threshold analysis, merger filings, competition due diligence and integration planning.
The competition law aspects of a transaction can impact on the mechanics, structure and timing of the deal itself and the surrounding process. If not managed correctly, it can have a significant impact on the timetable and, in some circumstances, on the viability of the transaction as a whole.
We support transactional teams in the review of mergers, acquisitions and joint ventures for competition law purposes. This includes deal-related due diligence, identification and management of any merger control clearance requirements, input into transactional documents, and management of interactions between the parties prior to completion.
I assess whether deals trigger any merger notification requirements on a worldwide basis, and prepare and manage multi-jurisdictional filings from notification through to clearance.
- Identifying filing requirements – assessing whether deals trigger any merger notification requirements on a worldwide basis
- Preparing regulatory submissions – Managing information requests and drafting regulatory submissions, including merger notices
- Merger clearances – Obtaining clearances for mergers and joint ventures, including negotiating structural and behavioural commitments
- Managing multi-jurisdictional filings – Coordinating merger filings in multiple jurisdictions, where necessary working with economists and local counsel
- Transaction support – advising on competition aspects of transaction structures and contract documentation, including through due diligence reviews
- Compliance with regulatory requirements – support compliance with interim enforcement orders
Cases worked on by the TupperS Law team* to date include:
- Adult Entertainment: provision of merger control advice regarding the merger between two internet-based adult entertainment businesses
- Aerospace: assistance with the merger control aspects of the acquisition of the aerospace business by a competitor aerospace business
- Agricultural chemicals: advising Platform Specialty Chemicals (now Element Solutions) on its acquisition of Arysta LifeScience, an agrochemicals company, for approximately $3.51bn with clearances obtained in Brazil, COMESA, Kenya, Mexico, Namibia, Poland, Russia, South Africa and Tanzania, and on its subsequent disposal of the Arysta business for $4bn to UPL with clearances obtained in the EU, COMESA, CEMAC, Argentina, Brazil, Columbia, Costa Rica, Kenya, Mexico, Pakistan, Russia, South Africa, Tanzania, Ukraine, and the United States
- AstraZeneca/Dentsply: advice on the sell-side regarding the clearance of a transaction in the health care sector in the United States, Germany, Norway and Turkey
- AstraZeneca: supporting AstraZeneca in considering the merger control implications of various acquisitions and disposals
- Atlas Mara: obtaining clearance for the acquisition of BancABC Group and the Development Bank of Rwanda from the Botswana, COMESA and Tanzania merger control authorities
- Atlas Mara: obtaining clearance from COMESA of its $61m acquisition of Finance Bank Zambia, a multi-service bank with operations in Zambia
- Babcock/Siemens: advice concerning a joint venture in the rail sector and the application of the EC’s Merger Control Regulation (MCR)
- Bananas: providing merger control advice to an international fruit company in relation to a potential acquisition
- BASF/Chemdal: submission of a merger notification to the Office of Fair Trading under the UK’s Fair Trading Act
- Bayer/Aventis: advice to a client with regard to divestment out of this merger
- Compass/Castle View: advice concerning a Fair Trading Act notification
- Creative Publishing/Hallmark Cards: submission of a merger notification to the Office of Fair Trading under the UK’s Fair Trading Act
- Delta/Pan-Am: notification of Pan-Am’s acquisition of the European operations of Delta under the EC’s MCR
- Dump trucks: assistance with the clearance of a transaction in the EU, China, Australia, Colombia, South Africa and Indonesia
- Electricity generation: advising overseas electricity generator in relation to the possible creation of a joint venture in the UK
- Energy project: advice to a consortium considering the possibility of a joint bid for some energy assets
- Findel/Navaro: assistance with a Fair Trading Act notification
- Food franchise: advice concerning franchise arrangements in the convenience food sector in France, Italy, Greece, Poland and Romania
- Guilbert/WH Smith: submission of a merger notification to the Office of Fair Trading under the UK’s Fair Trading Act
- ITW/Morgan Crucible: advice concerning merger filings for ITW’s purchase of the industrial lubricants division of Morgan Crucible
- ITW/Orgapack: submission of a merger notification to the Office of Fair Trading under the UK’s Fair Trading Act
- James River/Fort Sterling: submission of a merger notification to the Office of Fair Trading under the UK’s Fair Trading Act
- Jarden/Yankee Candle: coordination of the merger clearance work for this transaction in Austria and Germany
- JSB/Cyber Patrol: responding to enquiries from the Office of Fair Trading
- Information exchange: advising clients on the information exchange risks arising from a merger control process, and supporting them in managing those risks
- LauCool/NYK: filing of comments with the Commission regarding a merger in the refrigerated shipping market
- Laundry care and insect control: advising one the European leading players of the sector on merger control in Italy, France and Belgium and EU Commission merger procedures involving the acqu+isition of a competitor
- Leisure Link/Stretton: advice concerning notification of an acquisition in the amusement machine market
- Marine navigation: acting for a marine navigation company in its acquisition of an entity active in overlapping markets, including obtaining clearance of the transaction in Brazil, Russia and Cyprus
- Metronet/Infraco: investigated and advised the notification of the acquisition of two London Underground infrastructure companies by Metronet
- Nomad Foods: supporting Nomad Foods in obtaining merger control clearance in Russia for its $2.6bn acquisition of the Bird’s Eye/Iglo group and its subsequent £500 m acquisition of the continental European business of the Findus Group, which required coordination of filings in Austria, Germany and Spain
- Oceaneering/Stolt: advising international subsea service provider on international merger control issues in relation to the purchase of business units and remotely operated vehicles
- Oceaneering/Subsea 7: multi-jurisdictional merger control advice to a multinational subsea service provider in relation to an acquisition of integrated subsea service businesses in the oil and gas offshore industry
- Octel/Obo Adler: response to enquiries from the Office of Fair Trading
- Oil trading: advice concerning the merger control implications of taking a financial stake in a Finnish crude oil supplier
- OMI/Teekay/TORM: advice to acquiring entities concerning filing in 57 jurisdictions around the world
- Palmery/Consolidated Minerals: advice concerning necessary merger control filings in relevant jurisdictions worldwide
- PGS/Veritas: multi-jurisdictional merger control advice to Petroleum Geo-Services in relation to the proposed merger with Veritas
- Ports: advising a UK-based terminal operator in relation to the sale of one of its subsidiaries to another terminal operator
- Printing: advice regarding the acquisition of “bare assets” in the printing services market
- Prozone/Amisco: clearance of a deal in the sports data market between the two leading providers that was called in by the OFT
- Rentokil/Green: successful clearance of this Rentokil acquisition by the OFT in the UK
- Rentokil/Haniel & Cie joint venture: EUMR clearance of the creation of a leading provider of workwear and hygiene services in Europe
- Rentokil/Santia: clearance of a transaction in the pest control market called in by the Office of Fair Trading
- Saipem/Bouygues: investigated and advised on the acquisition of the oil platform building division of French construction firm Bouygues Construction SA by Italian oil off-shore contractor Saipem
- Shipping: multi-jurisdictional merger control advice to a ship-owning company considering the sale of one of its divisions
- Send for Help/SoloProtect: assistance with a Phase 1 filing to the CMA
- Tank storage: intervention in a European merger filing to prevent creation of post-merger dominant position
- Textron Inc./David Brown plc: submission of a merger notification to the Office of Fair Trading under the UK’s Fair Trading Act
- T-Mobile/PTC: intervention on behalf of a competitor and the submission of comments to the European Commission
- Tobii/Smartbox: assistance with Phase 1 filing with the CMA
- Universal Music Publishing Group/BMG Music Publishing: notification of UMPG’s acquisition of BMG MP under the EC’s MCR
- Vopak/Ellis & Everard: assistance with the Form C/O filing to the Merger Task Force in Brussels
- Water: advice to two water companies with regard to a potential joint venture in the new competitive retail water markets
- WPP/IMSG: advice concerning a Fair Trading Act notification
- Yule Cato/Clariant: response to an enquiry from the OFT with regard to the restructuring of a joint venture in the chemicals sector
*Some of these are matters worked on by the team prior to joining TupperS Law
