Recent takeover activity paused on national security grounds

Recent takeover activity paused on national security grounds

On 17 September 2019, the Competition and Markets Authority (CMA) handed the Secretary of State for Digital, Culture, Media & Sport (Culture Secretary) its report on national security and competition issues in connection with the acquisition of British satellite telecommunications company Inmarsat plc (Inmarsat), by a consortium of buyers consisting of Apax Partners, Warburg Pincus International LLC, and the Canada Pension Investment plan (the Consortium).  

The CMA had first announced that it was investigating the transaction on 15 July 2019 on both competition and public interest grounds under the Enterprise Act. On 23 July 2019, the Culture Secretary announced that the acquisition of Inmarsat was also being investigated in relation to national security concerns.

Inmarsat was founded in 1979 and operates 13 satellites. Around half of its business comes from the marine industries, with the company providing tracking and communication services to ships and planes. Given that the consortium is comprised of private equity investors from the UK, Canada and the US, there are no obvious reasons for the investigation, which is believed to have been triggered after the consortium voluntarily sent details to the CMA. It is thought that the investigation may be taking place because of the work Inmarsat has done for the UK and US militaries, or because the company works with satellites, which are classed as important to national infrastructure.

The acquisition was cleared in the United States of America by the US Federal Trade Commission in May 2019, and on 16 September 2019 Inmarsat announced that the Committee on Foreign Investment in the United States (CFIUS) did not intend to investigate the transaction on national security grounds. Nor was there any need for US governmental bodies to advise the Federal Communications Commission to object to the acquisition.

Although interventions on national security grounds are uncommon (with only 9 since 2002), recent amendments to the Enterprise Act making it easier to intervene on national security grounds may result in companies dealing with sensitive information experiencing increased scrutiny by UK regulators. On 17 September 2019, the Secretary of State for the Department for Business, Energy, & Industrial Strategy issued a European intervention notice on the public interest ground of national security in relation to the £4 billion acquisition of Dorset-based aerospace and defence company Cobham plc by Advent International Corporation. The CMA has until 29 October to submit a report.

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