Overview The EU Merger Regulation (EUMR) (Regulation (EC) No 139/2004) applies to concentrations with an EU dimension. If [name of project/transaction] is caught by the EUMR, then it must be notified to the European Commission (the Commission) prior to completion. It will not be possible to complete the transaction until clearance is received. It is, therefore, necessary to determine as soon as possible whether [project name/transaction] has an ‘EU dimension’ for these purposes. A transaction [project name/transaction] will have an EU dimension if: • the combined aggregate worldwide turnover of all the undertakings concerned is more than €5,000m • the aggregate Community/EFTA-wide turnover of each of at least two of the undertakings concerned is more than €250m, and • unless each of the undertakings concerned achieves more than two-thirds of its aggregate Community-wide or EFTA-wide turnover within one and the same Member State • A concentration also has an EU dimension if: — the combined aggregate worldwide turnover of all the undertakings concerned is more than €2,500m — in each of at least three EU Member States or EFTA Member States the combined aggregate turnover of all of the undertakings

For a decision tree to help determine when the formation of a joint

Joint ventures are one of the means by which companies enter into a new market and develop new products. Their treatment under EU competition law will differ depending on whether there is a concentration and whether the EU merger control rules apply. Under the EU merger rules, joint ventures may qualify as notifiable concentrations where they involve an acquisition of joint control and, for newly created joint ventures, satisfy the full-function requirement. Attention therefore needs to be given to how they are to be analysed and dealt with under the EU Merger Regulation (EUMR). The EUMR defines a concentration as including a situation where one or more enterprises acquires control of another. Joint ventures, by definition, involve two or more parent companies together purchasing an existing company or combining their resources and expertise to establish a new company. Such events will either involve a deadlock (resulting in de facto joint control) or, much more commonly, particularly where the concentration involves the establishment of a new venture, detailed provisions covering the governance of the joint venture in shareholder

Except in the very rare case of a pure merger of two or more enterprises, a concentration occurs under the EU Merger Regulation (EUMR) when there is an acquisition of control. Control arises where rights, contracts or other factors 'confer the possibility of exercising decisive influence on an undertaking'. In most cases it is the rights attaching to shares in a company and therefore the ownership of those rights that is the significant and often determining factor in deciding whether one company has acquired control over another within the meaning of the EUMR (see A 'concentration' with an EU dimension). The notion of control under the EUMR includes, however, not only positive rights to determine a company’s strategy but also negative control through veto rights over such key matters as the strategic plan or budget. Minority shareholdings often confer such rights. Secondly, the EUMR specifically recognises the concept of joint control, where two or more undertakings together hold rights or own assets which confer control over another undertaking. This means that it is necessary to examine

On 28 January 2020, the European Commission announced it has cleared the acquisition of Brand Industrial Holdings, Inc (BrandSafway) by BCP Acquisitions LLC (BCP) and Clayton, Dubilier & Rice Fund X, LP (CD&R Fund X), all US-based companies (Case M.9640). BrandSafway is a trade contractor providing specialised services to industrial, commercial and infrastructure customers, in particular scaffolding and access solutions, specialty industrial services and forming and shoring. BCP is a limited liability company controlled by Brookfield Assets Management Inc, a global asset manager. CD&R Fund X is a fund of the Clayton, Dubilier & Rice private equity investment fund. The Commission found the proposed transaction would not raise competition concerns because of the limited combined market positions resulting from the transaction.

On 27 January 2020, the European Commission announced it has cleared the acquisition of LGC Science Group Holdings Limited (LGC Science Group) by Astorg Asset Management Sàrl (Astorg) and Cinven Capital Management (VII) General Partner Limited (Cinven) (Case M.9688). LGC, a UK-based company, provides measurement tools, proficiency testing schemes, supply chain assurance standards, genomics reagents and instrumentation and research and measurement services. Astorg, a Luxembourg-based company, and Cinven, also based in the UK, are private equity businesses. The Commission found the proposed transaction would not raise competition concerns because there are no horizontal overlaps and only limited vertical links arising from the transaction.

On 10 January 2020, the European Commission announced it has cleared the acquisition of MET Holding AG (MET) by Keppel Infrastructure Holdings Pte Ltd (Keppel Infrastructure) and MET Capital Partners AG (MET Capital) (Case M.9678). MET, a Swiss-based company, is active in the energy sector, including natural gas, LNG/LPG and oil, focused on multi-commodity wholesale, trading and sales, as well as energy infrastructure. Keppel Infrastructure, a Singapore-based company, is active in the fields of energy and environmental infrastructure in Singapore and other Asian countries. MET Capital, also based in Switzerland, is a holding company which controls MET before the transaction. The Commission found the proposed transaction would not raise competition concerns because there are no horizontal overlaps or vertical links between the companies' activities.

On 13 March 2020, the European Commission announced it had conditionally cleared the acquisition of Raytheon by UTC following a phase I investigation (Case M.9434). The Commission was concerned that the proposed transaction would have reduced competition in the markets for military GPS receivers and airborne radios. To address the Commission's concerns, UTC and Raytheon offered to divest (i) UTC's entire military GPS receiver and anti-jamming business and (ii) Raytheon's entire military airborne radios business.

On 10 January 2020, the European Commission announced it has cleared the acquisition of joint control over Steel Centre Europe sro (SCE) by Bamesa Aceros SL (Bamesa) and Sumitomo Corporation (Sumitomo) (Case M.9521). SCE, based in the Czech Republic, distributes steel through steel service centres, mainly in the Czech Republic. Bamesa, a Spanish-based company, distributes steel through steel service centres in France, Morocco, Portugal, Romania, Spain and Turkey. Sumitomo, based in Japan, trades metal products, transportation and construction systems, environment and infrastructure, chemicals and electronics, media, networks and lifestyle related goods, mineral resources, energy and life sciences. Sumitomo was a shareholder in SCE prior to the transaction. The Commission found the proposed transaction would not raise competition concerns because the companies are not active in the same product or geographic markets.

On 24 January 2020, the European Commission announced it has unconditionally cleared the acquisition of Wabco Holdings Inc. (Wabco) by ZF Friedrichshafen AG (ZF) (Case M.9383). Wabco, a US-based company, is a global supplier of braking control systems, technologies and services that improve safety, efficiency and connectivity of commercial vehicles including trucks, buses and trailers. ZF, a German-based company, is a global technology company that develops, manufactures and distributes products and systems for passenger cars, commercial vehicles and industrial technology. The Commission found the proposed transaction would not raise competition concerns because ZF will continue to face effective competition after the transaction on the relevant markets.

On 10 January 2020, the European Commission announced it has cleared the acquisition of joint control of AECOM E&C Holdings, Inc, Maverick Newco LLC and AECOM International Holdings (UK) Limited (together AECOM Management Services) by American Securities LLC and Goldberg Lindsay & Co LLC (Lindsay Goldberg), all based in the US (Case M.9636). AECOM Management Services is a global provider of professional services to governments and related entities in the defence sector. American Securities is a private equity firm active in various industry sectors, including business services, consumer, healthcare, industrial and technology. Lindsay Goldberg is an investment advisor to private equity funds in various industry sectors. The Commission found the proposed transaction would not raise competition concerns because it has only limited impact on the market.

On 10 January 2020, the European Commission announced it has cleared the acquisition of the Kellas Group by Global Energy & Power Infrastructure Fund III, belonging to the BlackRock Group, and Raffles Infra Holdings Limited (Raffles), belonging to the GIC Group (Case M.9667). The Kellas Group, a UK_based company, is active in the transportation and processing of natural gas and natural gas liquids in the UK. BlackRock, a US-based company, and Raffles, based in Singapore, are both investment funds. The Commission found the proposed transaction would not raise competition concerns because BlackRock and Raffles are not active in the same markets as the Kellas Group.