The Department of Justice announced that it would require Stone Canyon Industry Holdings LLC ("Stone Canyon") and its portfolio company SCIH Salt Holdings Inc. ("SCIH") to divest their entire evaporated salt business in order to proceed with their proposed acquisition of Morton Salt Inc. ("Morton Salt") from K+S Aktiengesellschaft ("K+S AG")

Morton Salt and SCIH were involved in the production and sale of evaporated salt in the United States. Specifically, Morton Salt and SCIH each produced three types of evaporated salt: pharmaceutical-grade salt, round-can table salt, and bulk evaporated salt. 

In their complaint, the DOJ alleged that Morton and SCIH's subsidiary, US Salt LLC ("US Salt"), were two of only three producers that manufacture and distribute round-can table salt in the United States, and that Morton and US Salt were the only firms producing pharmaceutical-grade salt in the United States and Canada.

The complaint further alleged that Morton and US Salt were only two of three major suppliers that manufactured and distributed bulk evaporated salt in the northeastern United States. The complaint warned that the merger would eliminate competition between Morton and US Salt for the named evaporated salt products, likely leading to higher prices, reduced supply availability, lower quality products, and longer delivery times.

Under the terms of the proposed settlement, Stone Canyon and SCIH agreed to divest:

1. their US Salt subsidiary;
2. their refinery in Watkins Glen, New York; and 
3. other assets used in the production of its evaporated salt products 

The Office for Competition approved the acquisition of sole control of M.T. Mediterranean Towers Limited, a company owned by Epic Communications Limited, by Phoenix Tower International Limited.

M.T. Mediterranean Towers Limited owned some of the assets within Epic Communications Limited’s portfolio, including towers and rooftops holding passive infrastructure required for the provision of hospitality services for operators in the telecommunications industry. As a result of the concentration, Phoenix Tower International Group offered hosting services through M.T. Mediterranean Towers Limited and leased the sites to operators of mobile telecommunications in Malta. 

The Office for Competition found that the concentration did not raise serious doubts as to its lawfulness and approved it without conditions. 

The FTC filed an adminsitrative complaint in an attempt to block Illumina, Inc.'s proprosed $1.7 billion acquisition  of GRAIL, Inc.

Illumina  and GRAIL were both involved in the research, development, and commercialization of MCED tests. MCED tests are designed to detect multiple types of early-stage cancer in asymptomatic individuals by searching for any DNA or RNA fragments shed by cancerous cells.

The FTC alleged that the proposed acquisition would substantially lessen competition in the U.S. MCED test market, resulting in reduced innovation and potentiallly increased prices and reduced choice and quality of MCED tests. The FTC also stated that the proposed acquisition would negatively impact the ability for Americans to receive early-stage diagnoses and sucessful treatment of their cancers. 

The administrative trial challenging the proposed acquisition is scheduled to begin on August 24, 2021.

The Hellenic Competition Commission unconditionally approved pursuant to Art. 8(3) of Greek Law 3959/2011, the proposed acquisition by the company "Assicurazioni Generali - Societa per Azioni" of the 99,9% of the shares of the company "Axa Insurance S.A." (Greek branch).

Within Greece, the parties were active in the wider market for life insurance, non-life insurance and reinsurance services and the sub-markets for risk insurance of transported goods, of fire and nature elements and other property damage.

The Hellenic Competition Commission found that the proposed concentration did not raise any serious doubts as to its compatibility with the competition rules in the relevant markets involved.

The Department of Justice announced that it would require Republic Services Inc. ("Republic") to divest waste collection and disposal assets in five states in order to proceed with its acquisition of Santek Waste Services LLC ("Santek").

Republic and Santek were involved in the small container commercial waste collection and municipal solid waste disposal markets across the United States.

The DOJ and the Alabama Attorney General alleged in their complaint that, in each of the local markets (located in Texas, Tennessee, Georgia, Alabama, Mississippi, and Texas) Republic and Santek competed against each other and were two of only a few significant providers of small container commercial waste collection and solid waste disposal. They alleged that the combination of the two companies would eliminate head to head competition and threaten the lower prices and better service that customers have realized from that competition. Additionally, the DOJ and the Attorney Generals office also alleged that the proposed acquisition would limit the ability of collection rivals to compete with the merged company's collection operations in Chattanooga, Tennessee and the North Georgia area. 

Under the terms of the proposed settlement, Republic and Santek agreed to:

1. divest waste collection routes and associated assets in Texas to Waste Connections Inc., or an alternative acquirer approved by the United States; and
2. divest landfills, transfer stations, hauling locations, and waste collection routes in Alabama, Georgia, Tennessee, and Mississippi to Kinderhooks Industries LLC, or an alternative acquirer approved by the United States. 

The GSHMED acquisition of the shares held by Unimed Leste Fluminense in the capital stock of a specific purpose company was unconditionally approved by CADE’s Administrative Tribunal in a fast-track procedure.

GSHMED was active in the provision of medical services in the field of hemotherapy, while Unimed Leste Fluminense was a medical cooperative that offered health care plans and also owned health care units.

CADE's General Superintendence analyzed horizontal overlaps in the market for hemotherapeutic services; as well as vertical relations in the markets for (a) hemotherapeutic services and hospital services; and (b) home care services and health insurance, and concluded that the transaction would not generate anticompetitive effects. Thus, CADE's General Superintendence unconditionally approved the transaction.

Clínica de Hemoterapia Ltda., admitted as a third interested party, submitted an appeal to the Administrative Tribunal claiming that the transaction would be harmful to competition.

CADE's Administrative Tribunal dismissed Clínica de Hemoterapia’s appeal, as the market shares of the parties, together with other elements related to the competitive dynamics of the affected relevant markets (such as the existence of rivals with high market shares, renown and/or acting with a large territorial coverage), mitigated any competition concerns resulting from the transaction.

As a result, the Administrative Tribunal maintained General Superintendence's decision, unconditionally approving the transaction. The decision was taken by a unanimous vote.

The FTC approved a final order settling charges that E. & J. Gallo Winery's $1.7 billion acquisition of assets from Constellation Brands, Inc. would violate federal antitrust law. 

E. & J. Gallo and Constellation Brands were both active in the alcholic beverages market, specifically in the sale of low priced sparkling wine to on-premise and off premise retailers. Additionally, both parties were also invovled in the sale of low-priced brandy, low-priced port and sherry, and high color concentrates. 

The FTC alleged that the acquisition would eliminate direct and substantial competition between the parties, increase the likelihood that E. & J. Gallo would unilaterally exercise market power, and would likely increase the prices for low-priced sparkling wines, brandy, port, sherry and high color concentrates in the relevant geographic market.

Under the terms of the final order, E & J. Gallo and Constellation Brands agreed to:

1. divest several product lines; and 
2. remove certain other products from its asset purchase agreement.

The Hellenic Competition Commission unconditionally approved the acquisition of joint control by Alpha Satellite Television SA (which operated the Greek TV station “ALPLHA”) and New Television SA (which operated the Greek TV station “STAR”) over the company Green Pixel Productions SA, which was active mainly in the production of television programs, movies and videos.

Within Greece the parties were active in the markets of the production and supply of TV content and retail provision of TV services to end customers.

The Hellenic Competition Commission found that the proposed transaction did not raise any competition concerns in the relevant markets affected.

The Danish Competition and Consumer Authority approved Intact Financial Corporation's acquisition of  RSA Insurance Group plc's activies danish activities in Codan A/S on the basis of a simplified notification. The transaction resulted in Intact acquiring sole control over RSA's danish activities in Codan A/S. Notably, however, Intact and Tryg A/S would each own 50% of the Danish activities in Codan A/S, but Tryg would only have 49.8 % of the votes. Furthermore, Intact and Tryg A/S had entered into an agreement where Tryg acquired sole control over RSA's activities in Norway and Sweden.

Intact was a Canadian insurance company with no activities in Denmark, whereas Tryg and Codan in terms of market shares were number 1 and 3 respectively on the insurance market broadly in Denmark. 

As the merger caused Tryg to have a significant ownership interest in the danish activities in Codan A/S, the Danish Competition and Consumer Authority obtained information from the parties in order to determine Tryg's influence on Codan's danish activities and the significance of Tryg's ownership. 

However, the merger did not give rise to objections, and it was approved after a simplified case proceeding. The level of detail about the assessment is very limited.

The Israeli Competition Authority ("ICA") approved the merger between Mega Or Holdings Ltd. and Discount Investment Company Ltd. with conditions. The parties were both active within the real estate rental market and in particular, commercial centers and logistics centers.

The ICA came to the conclusion that the parties would hold a significant market share in two geografic areas in Israel, and that the merger could lead to harm to competition and consumers in those areas.

The ICA approved the merger with the condition that Discount Investment Company Ltd. would sell its commercial centers in those areas. The sale of these centers had to be made prior to the merger ("fix it first").

The Polish Competition Authority (the PCA) cleared a concentration consisting of the acquisition of Tesco Polska sp. z o.o. (Tesco, the target) by Sailing Group A/S (SG, the acquirer). The decision was issued as a result of the phase-II proceedings after the PCA carried out a market investigation.

The acquirer belonged to a Danish retail group that operated mainly through supermarket, department store, discount and hypermarket chains. SG was owned by F. Salling Holding A/S and F. Salling Invest A/S. The ultimate owners of the Salling Group were Købmand Herman Sallings Fond and Købmand Ferdinand Sallings Mindefond, which together formed Salling Foundations. In Poland, the Salling Group owned 100% of Netto sp. z o.o. with its registered office in Kobylanka. Netto was a discount supermarket chain with around 1,100 retail outlets in Denmark, Germany and Poland. Its product range included more than 2,000 products, including both well-known brands and private label products. Netto offered both food and non-food products. In Poland, Netto operated 386 retail stores (discount stores).

The target operated primarily in the retail sale of food and daily consumer goods through a chain of stores including hypermarkets and supermarkets located in Poland. To a limited extent, Tesco was also active in the retail sale of motor fuels in Poland. The target was part of the Tesco Group. Tesco was a wholly-owned subsidiary and solely controlled by Tesco Holdings B.V., based in Amsterdam, the Netherlands, which was wholly owned by Tesco plc, based in Welwyn Garden City, United Kingdom. Tesco Group's activities included operating a chain of retail stores in Europe and Asia.

Tesco owned 320 stores (109 hypermarkets and compact hypermarkets and 211 supermarkets), 2 distribution centers and 23 petrol stations in Poland. The subject of the concentration was Tesco's 301 stores (90 compact hypermarkets and 211 supermarkets), 14 service stations, headquarters and 2 distribution centers (logistics facilities used by the target).

In the course of the proceedings, the PCA carried out a market investigation, which was necessary to determine the market conditions concerning the retail sales of FMCG through hypermarkets, supermarkets and discount stores (HSD). 

The PCA found that the concentration horizontally affected 35 local HSD markets (located a 10-15 minute drive from different Tesco stores).

In the investigated markets, the undertakings concerned did not exceed the threshold of 40% in terms of sales area or turnover. In addition, in most of the markets, the undertakings faced competition from stores with similar formats, which would not allow the merged entity to gain significant market power as a result of the merger. In view of the above, the PCA cleared the concentration.

No markets would be affected by the concentration in a vertical or conglomerate configuration.

Atrium Health Navicent, Inc. and Houston Healthcare System Inc. announced that they were abandoning their proposed merger following an FTC investigation into the proposed transaction. 

Atrium Health Navicent, Inc. and Houston Healthcare System Inc. were both involved in the provision of healthcare services in central Georgia. 

The FTC alleged that proposed merger would eliminate the intense competition between two of the largest hospital systems in the Macon-Warner Robins area of central Georgia. The FTC also determined the the merger was likely to cause significant harm to central Georgia patients, as the competition between the two hospitals lead to improvements in the quality of patient care, investment in facilities and technologies, and expanded access to healthcare services. 

On March 3, 2021, the Atrium Health and Houston Healthcare announced they were abandoning the merger. 

The Office for Competition unconditionally approved the acquisition of sole control of Enlabs AB by Entain plc through its subsidiary Bwin Holdings (Malta) Limited.

Entain plc was a sports-betting and gaming group operating online and in the retail gaming sector in the UK, while its wholly-owned subsidiary Bwin Holdings (Malta) Limited operated in the same market in Malta. On the other hand, Enlabs AB operated on the gaming, media, and solutions markets. While Enlabs AB operated from, inter alia, Malta, its primary market was the Baltic countries. 

The Office found some overlap in the parties’ provision of online betting and online gaming at business-to-consumer level in Malta. When assessing the geographic market, the Office considered that this was national in scope since remote gambling operators were required to obtain authorisation from the Malta Gaming Authority prior to supplying gaming products to companies based in Malta.  

It was also noted that the parties to the concentration were not close competitors. Furthermore, the Office found that the concentration did not raise serious doubts as to its lawfulness and approved it without commitments. 

The Dutch competition authority (ACM) conditionally cleared the acquisition of sole control by Sanoma Learning B.V. over Iddink Holding B.V. 

Sanoma Learning was active in the field of media and education. Through its subsidiary Malmberg, Sanoma Learning was a publisher of (digital) educational materials and tests for (inter alia) secondary education. Iddink was a distributor of (digital) educational materials. Iddink also owned Magister, an electronic learning environment and student administration system that many secondary schools in the Netherlands used. 

The ACM found that the parties had a strong market position in the educational materials chain. The market share of Malmberg in the national market for publishing educational materials in secondary education was approximately 25%, for some subjects (e.g., biology and physics) its market share was even (significantly) higher. Iddink had a market share of approximately 30% in the national market for the distribution of educational materials in secondary education. As regards the potential national market for electronic learning environments (ELO) and student administration systems (SIS), Iddink was an important player. For SIS, its market share (through Magister) was approximately 70-80%.

The ACM analysed four theories of harm and concluded that for two of those, the concentration would cause competition issues. Sanoma Learning provided commitments to take away the established competition concerns.

First, according to the ACM the concentration would enable the parties to favour Malmberg's educational materials compared to its competitors' materials by applying more favorable conditions regarding the connection to the ELO/SIS of Magister. This would place existing competitors behind and limit new market entry. Furthermore, it could take away the incentive for other publishers to innovate. To address this issue, Sanoma Learning agreed to grant all publishers (i.e. competitors of Malmberg), access to Magister under fair, reasonable and non-discriminatory conditions. Also, publishers would be able to request Iddink for information relating to the use and quality of their digital educational materials. Iddink would be obliged to provide such information when it provides similar information to Malmberg.

Second, the ACM concluded that (through Magister) Iddink had access to commercially sensitive information of all publishers and their educational materials. The proposed concentration could enable Malmberg to gain insight into such commercial sensitive information of its competitors, which would give Malmberg a competitive advantage. To address this competition issue, the parties committed to – via internal Chinese walls and keeping the commercial management strictly separate - ensure that such sensitive information of competitors would not reach Malmberg.

The ACM concluded that the remedies would fully eliminate the risks associated with the concentration and therefore conditionally cleared the concentration.

See ACM’s decision of 28 August 2019 here.

After the ACM cleared the concentration, a competitor of Malmberg appealed the decision of the ACM. On 4 March 2021 the District Court of Rotterdam annulled the decision. The District Court of Rotterdam ruled that the ACM is obliged to assess whether there is a risk that merged entity is able to foreclose competitors by bundling its product offering. Consequently, the ACM will now have to review its decision.

From a legal perspective it is uncertain what consequences the annulment of the approval decision has for the parties. The parties implemented the transaction, but the approval decision on which the implementation was based, was annulled. In practice, the future of the transaction depends on the future assessment of the ACM. The annulment of the approval decision could potentially lead to an obligation to reverse the transaction.(The decision link below is to the ruling of the District Court of Rotterdam).

DECISION COMP-MCCAA/03/2021: salesforce.com, inc. – Slack Technologies, Inc.

The Office for Competition approved the acquisition of sole control of Slack Technologies, Inc. by salesforce.com, inc. None of the parties comprised entities that were registered in Malta. 

Both parties to the concentration were software companies that offered their products worldwide. salesforce.com was a supplier of CRM systems, whereas Slack Technologies offered an enterprise collaboration platform. There were certain limited overlaps of functionalities of the parties' products.  

The Office for Competition found that that the concentration did not raise serious doubts as to its lawfulness since, although the parties operated on the same market, they had a combined market share of less than 15%. The concentration was subsequently approved without conditions. 

Hapvida's acquisition of Plamed's healthcare plans business, client portfolio and some real state assets was approved by CADE's Administrative Tribunal, upon execution of a merger control agreement, in a full-form procedure. 

The parties were active in the healthcare plans sector. While Hapvisa provided healthcare plan services, as well as hospital services nation-wide, Plamed focused its activities in the state of Sergipe. 

CADE’s General Superintendence found that the transaction resulted in horizontal overlaps in several municipal clusters in the state of Segipe in all three healthcare plans markets, those being (i) individual or family healthcare plans; (ii) corporate healthcare plans; and (iii) membership healthcare plans. In its opinion, the General Superintendence referred the case to CADE’s Tribunal recommending the disapproval of the transaction.

CADE's Administrative Tribunal reviewed the transaction and Counselor Luis Henrique Bertolino Braido's staff negotiated a merger control agreement with the parties, which concerned a divestment of the combined company's business in a cluster of municipalities in Sergipe in which the General Superintendence observed competitive risks. Additionally, the parties agreed to some behavioral remedies in order to maintain the quality of the services provided by Plamed in Sergipe and enable effective competition from the new buyer.

The buyer was yet to be announced and the effective closing of the transaction was conditioned on the completion of the divestment proposed in the merger control agreement.

As a result, CADE’s Administrative Tribunal approved the transaction, upon execution of a merger control agreement. The decision was taken by an unanimous vote.

The joint venture between airlines Latam and Delta was unconditionally approved by CADE’s Administrative Tribunal, in a full form procedure.

CADE´s General Superintendence found that transaction resulted in horizontal overlap between the activities of the parties in the markets for (i) scheduled air passenger transportation and (ii) air cargo transportation to/from destinations in the United States, Mexico and Brazil. Delta's operation was very focused in the United States and Latam's in South America, while Delta/Aeroméxico was based in Mexico. In its opinion, CADE’s General Superintendence  the CADE´s Tribunal to approve the transaction.

Following the decision by CADE’s General Superintendence to approve the transaction, Commissioner Lenisa Prado asked to review the case further and the transaction was submitted for the analysis of CADE’s Administrative Tribunal.

CADE's Administrative Tribunal understood that the barriers to entry were low and that the transaction could not imply the elimination of competition in a substantial part of the relevant market and could not reinforce a dominant position. CADE’s Administrative Tribunal also decided that Latam and Delta should be investigated for allegedly providing misleading information to CADE, based on previous data and corporate documents presented to the authority.

The decision was taken by a unanimous vote.

DECISION COMP-MCCAA/01/2021: Fincantieri Infrastructure S.p.A. – Inso - Sistemi per le Infrastrutture S.p.A.

The Office for Competition approved the acquisition of sole control of two going concerns of Inso - Sistemi per le Infrastrutture S.p.A. by Fincantieri Infrastructure S.p.A.

Fincantieri Infrastructure S.p.A. was a company based in Italy that specialised in the design, fabrication, and installation of steel structures for large-scale projects. The two going concerns acquired by Fincantieri Infrastructure S.p.A. were spin-offs of Inso - Sistemi per le Infrastrutture S.p.A., one of which encompassed a Maltese limited liability company. 

The Office for Competition found that the concentration did not raise serious doubts as to its lawfulness, in particular as it considered that the undertakings party to the concentration were not engaged in business activities in the same market. The concentration was subsequently approved without conditions. 

DECISION CNT-111-2019: Uber Technologies, Inc. – Cornershop – Accel Growth Fund IV. L.P.  –  Accel XII LP 

Uber Technologies, Inc.’s (commonly known as Uber) acquisition of Cornershop, was approved by the Mexican Federal Economic Competition Commission without conditions.

Uber offered vehicles for hire, food delivery (Uber Eats), package delivery, couriers and freight transportation. Cornershop was an app to order produce, meats, packaged goods, toiletries, electronics, drinks, among others.

The Mexican Federal Economic Competition Commission concluded that the perishable consumer goods market had shown great dynamism and that there were other agents that exercised competitive pressure in the market and therefore the merger did not imply a threat to competition. The process took more than a year.

Uber and Cornershop filed for authorization in October 2019. Less than a month later, the telecommunications regulator, the Federal Telecommunications Institute, determined that they were the competent authority to review the merger. According to the considerations of the Federal Telecommunications Institute, the merger took place in the telecommunications sector, because it involved the union of two digital platforms, whose main activities consisted of communicating, connecting and linking different user groups by electronic means, analyzing and using data, operating data centers of computing in the cloud, programming and developing algorithms, among others. On the other hand, the Mexican Federal Economic Competition Commission argued that the merger implied impacts for the markets of logistics and sale of perishable consumer goods, as well as the use of the internet only as an input.

The conflict of jurisdiction was resolved by the First Collegiate Administrative Court Specialized in Economic Competition, Broadcasting and Telecommunications, which concluded that the Mexican Federal Economic Competition Commission was the authority with jurisdiction to assess the acquisition of shares from Cornershop Technologies, LLC by Uber Technologies, Inc.

The Uber-Cornershop merger creates a precedent for the future operations of digital platforms.

The Polish Competition Authority (the PCA) cleared a concentration consisting of the acquisition of some of the assets of CAT Polska sp. z o.o. (acquired assets) by Mostva sp. z o.o. (Mostva, the acquirer). The decision was issued as a result of the phase-II proceedings after the PCA had carried out a market investigation.

The acquirer was a limited liability company that belonged to the Mosolf and CAT groups – it was jointly controlled by Mosolf SE & Co. with its registered seat in Kirchheim unter Teck, Germany (25% of the share capital) and Cofital SA with its registered seat in Valenton, France (75% of the share capital). Mostva’s main business activity was focused on providing logistics solutions in Poland and abroad for the automotive industry, including storage areas, railroad sidings for loading and unloading cars, transport services, unloading yards, technical halls, paint shops, warehouses and bonded warehouses, quality control and claim settlement, and remarketing.

The acquired assets were owned by CAT Polska sp. z o.o. with its registered seat in Warsaw, Poland (CAT Polska), a member of the CAT Group, which provided transport services, as well as additional services, through two specialised companies – Vehicle Logistics and Cargo Logistics. Vehicle Logistics dealt with the physical and administrative management of the movement of new or used private, commercial, industrial and agricultural vehicles. Cargo Logistics provided transportation for automotive parts, components and accessories as well as goods used outside the automotive sector.  The scope of the acquired assets was a business secret.

In the course of the proceedings, the PCA carried out a market investigation, which was necessary to determine the market conditions concerning the FVL (Finished Vehicle Logistics) market.

The PCA found that the concentration horizontally affected the national FVL services market. In addition, the concentration horizontally affected a national transportation services for finished vehicles (a segment of the FVL market). 

The PCA assessed that the parties’ shares (the combined market share of the parties was below 40%) might have been in fact lower since there were undertakings that were not part of the market investigation. There were many small undertakings active in the relevant market, some of which were identified only on the basis of information about entities to which FVL services were partially outsourced, provided by the undertakings included in the market investigation.

The PCA stressed that the main customers of FVL services were entities belonging to international automotive capital groups, which have significant negotiating power resulting from their size and significant purchasing potential. The PCA also took into account that the acquired assets that belonged to the CAT Group were purchased by an undertaking jointly controlled by the same group. Therefore, the parties had limited incentives to compete with each other even before the transaction.

There were no markets that would be affected by the concentration in a vertical or conglomerate configuration.

The Polish Competition Authority (the PCA) cleared a concentration consisting of the takeover of Endeka Holdco Spain, S.L.U., Endeka Ceramics, S.L.U., Endeka Ceramics Limited, PT Endeka Ceramics, Endeka Surface Products Sdn Bhd, Oximet S.r.l., Zircosil (Spain), S.L.U., Ferro Spain, S.L.U., Quimicer, S.L.U., Ferro Performance Materials Poland Sp. z o.o., PT Ferro Materials Utama, Ferro Argentina S.A., Ferro Far East Company SDN. BHD., Ferro (Thailand) Co. Ltd., PT Ferro Mas Dinamika, Ferro Egypt for Frits and Glazes S.A.E., Vetriceramici S.r.l. and Vetriceramici de México, S. de R.L. de C.V. and the acquisition of part of the assets of Ferro (Suzhou) Performance Materials Co., Ltd., GardeniaQuímíca S.L.U., Ferro Mexicana S.A. de C.V., k, Ferro India Private Limited, Ferro Turkey Kaplama Cam ve Renk Çözümleri Sanayi ve Ticaret Limited Şirketi and Ferro - Indústrias Químicas (Portugal) Lda (acquired business) by Pigments Spain S.L. (Pigments, the acquirer). The decision to approve the merger without conditions was issued as a result of the phase-II proceedings after the PCA carried out a market investigation.

The acquired business belonged to a group headed by Ferro Corporation with its headquarters in Mayfield Heights, Ohio, United States (Ferro). Ferro was a company listed on the New York Stock Exchange. The acquired business activity was based on the development, manufacturing and marketing of frits and enamel, inks and other intermediate products that were sold worldwide to ceramic tile manufacturers for use on floors, walls and countertops.

The acquirer was a Spanish sole-shareholder limited liability company that was the parent company of the group Esmalglass-Itaca-Fritta (EIF). EIF’s main business activity is focused on the production of frits, glazes, glaze colorants, digital inks, "in-mass" colorants and other components used by ceramic manufacturers for wall, floor and countertop applications worldwide.

The scope of the acquired assets was not specified and was left open for the parties to settle in the final agreement.

In the course of the proceedings, the PCA carried out a market investigation, which was necessary to determine the market conditions concerning the marketing of frits, enamel and digital inks. According to estimates provided by the parties, their market share in this respect varied from 30% to 40% and had to be verified.

The PCA found that the concentration horizontally affected the following markets:

(i) EEA-wide market for the marketing of frits and enamel;

(ii) EEA-wide market for the marketing of digital inks;

The PCA assessed that the parties’ estimations were correct – their market share on any of the above mentioned markets would not exceed 30 to 40% and at the same time there is at least one entity (Torrecid) on the European market with a higher market share. This share was therefore below the 40% threshold, which must be exceeded for Polish competition law to imply a presumption of dominance.

The PCA assessed that the market shares might be even lower as there were undertakings operating on the market which were not included in the market investigation due to having no seat, branch or representative office in Poland and because no responses were received from one of the investigated competitors. Therefore, the concerned markets could be even bigger and, as a result, the market shares of the notifying parties may be even lower.

The PCA underlined that on each above mentioned market there was at least one undertaking, which had higher market share than the market share Pigments would obtain as a result of the concentration and that undertakings operating on the concerned markets were usually large and professional players with the ability to establish extensive business relationships. The market investigation showed that most of the buyers of frits, glazes and digital inks actually had established business relationships with most of the suppliers based in Poland, which indicated their relatively high purchasing flexibility in the event of a price increase by one of the market participants.

There were no markets that would be affected by the concentration in a vertical or conglomerate configuration.

FTC Matter: Tronox Holding plc. – TiZir Titanium and Iron

Tronox Holding plc (“Tronox”) announced that it planned to abandon its acquisition of TiZir Titanium and Iron (“TTI”) following a challenge by the FTC.

Tronox and TiZir were both active in the production of industrial pigments. Tronox was one of the largest producers of titanium dioxide pigment, and TTI was one of a handful of producers of chloride slag, a key input used to make titanium dioxide pigment, which provides color and opacity for products such as paint, plastics, and paper.

The FTC alleged that the proposed acquisition posed a vertical threat to competition in the industrial pigments market.  Specifically, the FTC asserted that the deal threatened to cut competitors off from the supply of chloride slag, which would have resulted in higher prices for the widely used industrial pigment.

The parties abandoned the transaction on January 29, 2021.

DECISION 20/13056: Danish Agro a.m.b.a and Himmerlands Grovvarer A/S

The Danish Competition and Consumer Authority approved the merger of Danish Agro a.m.b.a and Himmerlands Grovvarer A/S without conditions.

Danish Agro a.m.b.a and Himmerlands Grovvarer A/S were both active within the agro industry at engros and retail level, selling products such as feedstuff mixes, fertiliser, crop protection, seed and agro diesel to farmers. The parties also purchased crops from farmers.

The Danish Competition and Consumer Authority did not find that the merger would significantly impede competition.

DECISION in Merger Case No. 08700.003553/2020-91: Hypera S/A – Takeda Pharmaceuticals International AG.

Hypera S.A.’s control acquisition of tangible and intangible assets of Takeda Group’s drug business was approved by CADE’s Administrative Tribunal, upon execution of a merger control agreement, in a full-form procedure.

The parties were active in the pharmaceutical sector in Brazil, including the drugs market.

The transaction resulted in the acquisition of control by Hypera of a new company to be incorporated in Brazil and that would hold lines of medicines from the Takeda Group.

CADE’s General Superintendence admitted EMS S.A. as a third interested party.

CADE’s General Superintendence found that the transaction resulted in horizontal overlaps in the national dimension of hepatoprotective and lipotropic drugs, non-narcotic analgesics and antipyretics, topical antibiotics and/or sulfonamides, other antiemetic and antinauseant, systemic antihistamines and systemic vasoprotection. In its opinion, the General Superintendence referred the case to CADE’s Tribunal recommending the approval of the transaction upon execution of a merger control agreement, which concerned a divestment of assets related to the drug Xantinon, through the sale of such assets by Hypera to União Química, as proposed by the applicants. The General Superintendence also recommended the implementation of general guidelines regarding the proposed remedy (e.g. divestment should occur simultaneously to the closing of the main transaction).

CADE’s Administrative Tribunal reviewed the transaction and concluded that: (i) the proposed remedy to divest assets related to the drug Xantinon would eliminate horizontal overlaps related to hepatoprotective and lipotropic drugs and the competition concerns raised by the transaction; and (ii) unilateral exercise of market power was unlikely in all relevant markets, considering the conditions for entry and rivalry.

As a result, CADE’s Administrative Tribunal approved the transaction, upon execution of a merger control agreement. The decision was taken by an unanimous vote.

DOJ Press release 21-38: Visa Inc. – Plaid Inc.

Visa Inc. and Plaid Inc. abandoned their planned $5.3 billion merger following a DOJ civil antitrust lawsuit to stop the merger.

Visa Inc. and Plaid Inc. were both active in the online debit business. Visa was a global payments company that operated the largest debit network in the Untied States. Plaid was a financial services company that operated the leading financial data aggregation platform in the United States

The DOJ alleged that Visa was a monopolist in the online debit market, and that Plaid was developing a payments platform that would challenge Visa’s monopoly. According to the complaint, the transaction would have enabled Visa to eliminate the competitive threat to its online debit business before Plaid had a chance to succeed, maintaining its monopoly.  

The parties abandoned the transaction on January 12, 2021.