Non-Horizontal Merger meaning

Non-controlling minority shareholdings This Checklist identifies the jurisdictions worldwide where acquisitions of non‑controlling minority shareholdings must be notified, provided the other jurisdictional thresholds are satisfied. In this context, ‘non‑controlling minority shareholdings’ means any degree of influence falling short of what the EU Merger Regulation terms ‘decisive influence’—namely, the capacity to exercise a significant level of control over an undertaking’s strategic commercial behaviour. That influence can be exercised through a variety of routes, including share ownership, voting rights (in particular, veto rights), or contractual arrangements, and does not necessarily involve holding a majority shareholding...

When assessing an outsourcing arrangement, a number of competition law considerations arise. From a competition viewpoint, the principal questions are: whether the deal constitutes a notifiable transaction under merger control regimes, and whether the prohibitions on anti-competitive agreements are engaged. Overlooking these points can have serious outcomes, from agreements being void and unenforceable to substantial financial penalties. This Checklist offers a high-level summary of key issues and how competition law may affect outsourcing arrangements. An outline of an outsourcing The hallmark of outsourcing is that one or more external suppliers provide the customer with services for business processes previously handled in-house. Companies frequently move non-core functions—particularly IT, finance and HR—to specialist suppliers, sometimes offshore, who can offer cost-effective delivery due to: lower labour costs more modern technology, and sharing technology and infrastructure to support multiple customers. The scope of services transferred is often sizeable and may constitute a significant part of the customer’s...

This Checklist sets out the principal jurisdictional aspects of the UK merger control regime and provides practical direction for assessing whether to voluntarily notify a transaction to the Competition and Markets Authority (CMA), or alternatively, whether a tactical decision might be to proceed without notification in the hope of ‘flying under the radar’. Characteristics of the UK merger control system The merger control system of the UK diverges from most other jurisdictions in a number of respects: the UK’s merger control regime is voluntary by virtue of its non-suspensory nature...

Mergers The Commission approved KKR & Co. Inc’s takeover of sole control of Encavis AG (M.11542) after a phase I review—see further details in Midday Express. The Commission has received notification of Blackstone/Winthrop Technologies (M.11548) under the normal merger procedure. NOTE—For current merger inquiries before the Commission, consult the EU mergers—ongoing cases tracker. State aid Commission launches consultation on new procedure for access to justice in State-aid related environmental matters The Commission has opened a consultation on a proposed procedure designed to enable public access to justice for certain Commission decisions on State aid measures, for challenges based on alleged breaches of EU environmental law. More specifically, under the proposal, eligible members of the public—ie environmental non-governmental organisations—would be able to request an internal review by the Commission of a State aid decision for purported violations of EU environmental law. Those eligible applicants would have a right of redress before the EU Courts...

Mergers CMA issues interim report in GXO/Wincanton merger phase 2 investigation; provisionally finds competition concerns The CMA has published its interim report and interim notice on the completed takeover of Wincanton Plc (Wincanton) by GXO Logistics, Inc (GXO). GXO is the world’s largest contract logistics services company. Wincanton, a UK‑based business, also provides these services. Both organisations supply mainstream contract logistics services (CLS) to business customers in retail—such as groceries, fashion, and apparel—and in non‑retail—such as manufacturing and construction—sectors. In its phase 1 review, the CMA determined that the merger gives rise to a realistic prospect of an SLC, stemming from horizontal and unilateral effects in the provision of mainstream CLS across the UK...

Mergers Keysight Technologies fined for failing to provide documents to the CMA during phase 1 investigation The CMA issued a notice dated 9 April 2025 imposing a penalty on Keysight Technologies, Inc (Keysight) under section 110 of the Enterprise Act 2002. This followed Keysight’s non-compliance with section 109 notices served by the CMA that required specified information and documents during the phase 1 assessment of its anticipated acquisition of Spirent Communications plc (Spirent). The CMA set a fine of £25,000 on Keysight. Background Keysight and Spirent both supply communications testing and measurement equipment. 22 March 2024: Keysight lodged an initial bid to obtain sole control of Spirent. 27 March 2024: Spirent’s board approved this initial proposal. 28 March 2024: Keysight agreed to secure sole control via a public offer for all of Spirent’s issued (and to be issued) share capital. 17 July 2024: The parties filed a draft merger notice with the CMA. 16 January 2025: The CMA opened...

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the abandonment of the transaction on 13 June 2016; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger review of Clariant’s intended purchase of the Kilfrost Group’s European aircraft de-icing fluid and rail de-icing fluid business. The deal presented a horizontal overlap in the supply of aircraft de-/anti-icing fluids. Latest developments On 13 June 2016, the CMA stated the investigation was cancelled after the parties chose to abandon the deal. On 10 June 2016, the parties had announced their decision to withdraw following the CMA’s provisional findings and the expectation that the transaction would have been prohibited. Parties Clariant AG: a Swiss-based speciality chemicals company, headquartered near Basle, operating in 150 countries worldwide. Kilfrost plc: a UK-based firm in Newcastle specialising in heating and cooling products. The target business is Kilfrost’s European aircraft de-icing fluid and rail de-icing fluid operations. Kilfrost’s...

NOTE—to check whether notification thresholds in Vietnam and worldwide are triggered, please consult: Where to Notify. 1. Have there been any recent developments regarding the Vietnamese merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Vietnam? In 2020, Vietnam promulgated Decree 35 on Detailed Regulations for Implementation of the Law on Competition dated 24 March 2020 (Decree 35), which became effective on 15 May 2020. This marked a pivotal step in putting into operation the competition framework envisaged under the Law on Competition dated 12 June 2018 (Competition Law). The body designated under the Competition Law, the Vietnam Competition Committee (VCC), was established on 1 April 2023 and from that date assumed responsibility for the merger control regime. Decree 35 introduced the following clarifications to merger control: Notification thresholds, under which a transaction must be notified where: the total assets or turnover in Vietnam of...

CASE HUB ARCHIVED This archived case hub sets out the status as at the decision date of 9 May 2023; it is not being updated. See further, timeline. Case facts Outline of the UK merger investigation into the anticipated acquisition by Viasat, Inc. of Inmarsat Group Holdings Limited. The deal features horizontal overlaps in the supply of in-flight connectivity for aircraft. Latest developments On 9 May 2023, the CMA published its final report, granting unconditional approval. It found that although the firms are close competitors (notably in supplying wi-fi connectivity on board flights), the deal would not lessen competition for services on flights used by UK customers because: (i) the satellite industry is growing quickly and changing in response to rising demand for satellite connectivity, largely fuelled by ever-increasing internet use by businesses and consumers; and (ii) the merged firm would face cumulative constraints from other competitors, including several new operators entering or intending to enter the market and established players that are also investing...