CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 3 May 2020; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission merger investigation under Article 14(1) into incorrect or misleading information provided by Merck during the Commission’s 2015 investigation into Merck KGaA’s acquisition of Sigma-Aldrich (M.8181). Latest developments On 3 May 2021, the Commission issued its infringement decision, finding that Sigma-Aldrich provided misleading information to the Commission during the 2015 merger investigation into the anticipated acquisition by Merck KGaA of Sigma-Aldrich. The Commission imposed a fine of €7.5m on Sigma-Aldrich. Parties • Merck KGaA (Merck): Merck is a German-based pharmaceutical company. •Sigma-Aldrich (SA): SA is a US based supplier of laboratory testing materials. Background Background On 22 September 2014, Merck agreed to acquire SA for US$17bn. On 21 April 2015, the transaction was notified to the Commission.On 15 June 2015, after a phase I investigation, the Commission conditionally cleared the transaction subject to commitments (Case M.7435).The Commission’s investigation revealed

Introduction This Practice Note summarises the international and UK approaches to the control of mercury. The Minamata Convention on Mercury (the Convention) applies at international level, Assimilated Regulation (EU) 2017/852 of the European Parliament and of the Council of 17 May 2017 on mercury (the GB Mercury Regulation) applies at GB level, Regulation (EU) 2017/852 of the European Parliament and of the Council of 17 May 2017 on mercury (the EU Mercury Regulation) applies in Northern Ireland and the Control of Mercury (Enforcement) Regulations 2017, SI 2017/1200 (the UK Mercury Regulations 2017) apply at UK level. The Minamata Convention The Convention is a global treaty which aims to protect human health and the environment from the adverse effects of mercury. The Convention bans new mercury mines, phases-out existing ones, phases-out and phases-down mercury use in a number of products and processes, provides control measures on emissions to air and on releases to land and water, and regulates the informal sector of artisanal and small-scale gold mining (ASGM). The Convention also addresses interim storage of mercury and its disposal once it

A power which a trustee may or may not exercise.

Accounting for a merger (as defined in Financial Reporting Standard (FRS) 6 and the CA 2006, namely a securities exchange offer where more than a 90% equity holding in another company is acquired).

A form of statutory merger under the now revoked Cross-Border Mergers Regulations where a transferor company transferred all its assets and liabilities to an existing transferee company in exchange for securities in the transferee company (or securities and cash) receivable by the members of the transferor company.

A form of statutory merger under the now revoked Cross-Border Mergers Regulations where a transferor company which was a wholly-owned subsidiary transferred all its assets and liabilities to its parent company.

A form of statutory merger under the now revoked Cross-Border Mergers Regulations where two or more transferor companies transferred all their assets and liabilities to a transferee company formed for the purposes of the cross-border merger in exchange for securities in the transferee company (or securities and cash) receivable by the members of the transferor companies.

A merger clause (often called an entire agreement or integration clause) states that the written contract is the complete and exclusive record of the parties’ bargain and supersedes prior drafts, negotiations, heads of terms and representations. It is a descriptive contractual device rather than a defined statutory term; its effect is shaped by case law. Key features typically include: an “entire agreement” statement, a supersession provision, and sometimes non-reliance wording aimed at pre-contractual statements. It is used across commercial, finance, construction and M&A contracts to manage parol evidence risk, limit collateral warranties and allocate responsibility for pre-contract communications.Enforceability is contextual. Fraud cannot be excluded. In England & Wales and Northern Ireland, clauses that exclude or limit liability for misrepresentation (including through non-reliance language) are subject to statutory reasonableness tests and consumer protections; similar scrutiny applies under unfair terms and consumer law generally. In Scotland, effectiveness is assessed under Scots contract law and the Unfair Contract Terms Act 1977; courts closely examine clarity, reasonableness and collateral undertakings. In Ireland, entire agreement clauses are recognised at common law; their ability to restrict reliance on pre-contract statements depends on construction and Irish unfair terms and consumer legislation.Distinct from the property doctrine of merger on completion; parties may expressly preserve collateral obligations.

The merger control rules of the UK are contained in the Enterprise Act 2002, as amended. Under the UK merger control rules, the Competition and Markets Authority has jurisdiction to review both completed and anticipated merger transactions provided there is a ‘relevant merger situation’. The UK rules do not generally apply to mergers in relation to which the European Commission has exclusive jurisdiction under the EU Merger Regulation. Where the transaction falls within the scope of any national or supranational (eg the EU or COMESA) merger control rules, it is common for the parties to the agreement to agree that the transaction shall be conditional upon merger control approvals having been received and no relevant competition authority having raised objections to the transaction (Enterprise Act 2002).

What is the Takeover Code? The Takeover Code (Code) contains the main rules and principles which regulate the conduct of a UK public takeover. Offerors will need to consider the possible application of merger control rules on the timetable and conduct of an offer to which the Code applies and on the terms of such an offer. The Code is a set of rules developed and administered by the Panel. In the UK, the Code and the Panel’s rule-making and enforcement functions have a statutory basis under Part 28 of the Companies Act 2006. The Code comprises six general principles including (among others) the principle that equal treatment must be accorded to all shareholders; the principle that adequate information and advice must be provided to all shareholders to enable them to assess an offer; and the principle of maintenance of orderly and fair markets in shares. In addition, the Code contains 38 detailed rules including: • Rule 2.1: absolute secrecy pre-announcement • Rule 9: the circumstances in which a 'mandatory offer' must be made following

The merger decisions database spreadsheet below provides details on published merger decisions issued by the European Commission, the UK’s Competition and Markets Authority (CMA and previously the Office of Fair Trading (OFT), and the Competition Commission), the Republic of Ireland’s Competition and Consumer Protection Commission (CCPC), the ACM in the Netherlands, the Konkurrence- og Forbrugerstyrelsen in Denmark, the Kilpailuvirasto in Finland, the Hellenic Competition Commission in Greece, the Malta Competition and Consumer Affair authority in Malta and the Konkurences Padome in Latvia. Notes: • only published decisions are included • currently, the following decisions are included: ◦ public versions of phase II decisions issued by the European Commission since 01/01/2007 ◦ public versions of non-simplified phase I decisions issued by the European Commission since

Private Client analysis: The High Court held that English conflict of laws rules recognised a BVI statutory merger as effecting universal succession to English registered land without the need for any formal transfer deed or intermediate registration. ZRH Nominees Ltd had acquired title to Crowsmarsh from ZRH Nominees (0048) Ltd by operation of BVI law, notwithstanding that the property remained registered in 0048’s name. It was unnecessary for ZRH Nominees Ltd first to be registered as proprietor before exercising owner’s powers under the Land Registration Act 2002 (LRA 2002) to transfer the property. The decision gives practical comfort where foreign corporate mergers transmit assets universally, but practitioners will still need clear foreign law evidence that the relevant statutory scheme effects true universal succession.