Mergers & Acquisitions

On May 8, 2025, the European Commission (the “EC”) launched a public consultation on the EU Merger Guidelines (together, the “Guidelines”), which describe the framework applied by the EC to assess the competitive impact of horizontal and non-horizontal mergers (the “Consultation”).[1]  The Consultation responds to the Draghi Report’s call for “more forward-looking and agile” EU merger control that takes greater account of innovation and future competition in assessing mergers.[2] 

In January 2025, the French Competition Authority (the “FCA”) launched a public consultation on the introduction of a merger control framework for transactions that fall below the current turnover-based notification thresholds.[1] Whereas three options were presented in the consultation, on April 10, 2025 the FCA announced that the first option, namely the introduction of a call-in power based on quantitative and qualitative criteria, had received the most positive feedback and was being prioritized.[2]

On April 17, 2025, further to an appeal lodged by a competitor (Valocîme), the Conseil d’Etat upheld the French Competition Authority (“FCA”) decision[1] approving Phoenix Tower International (“PTI”) as purchaser of the passive mobile infrastructure assets which Cellnex had committed to divest as part of the FCA’s review of its acquisition of Hivory.[2]  The Conseil d’Etat approved the FCA’s analysis of the independence of the proposed purchaser as well as the absence of new adverse competitive effects due to the purchaser’s acquisition of the divested assets.

On March 18, 2025, a legislative proposal was opened for consultation that, if enacted, would enable the Dutch Authority for Consumers and Markets (“ACM”) to “call in” transactions that currently do not meet notification thresholds for merger review.[1] The Proposal follows calls by the ACM for expanded authority and coincides with its first investigation into whether a below-threshold transaction violated antitrust law.

On March 21, 2025, the French Competition Authority (“FCA”) conditionally cleared the acquisition of 98 former Casino food retail stores by Auchan.[1]  The FCA decision is conditional on (i) the divestment of one supermarket, and (ii) sharing the sales area of one hypermarket with two competitors.

On February 26, 2025 the Düsseldorf Court of Appeal (“DCA”) dismissed a broad application of Germany’s transaction value threshold.[1]  The threshold introduced in 2017 is a “safety net” for exceptional cases, not an additional standard aimed to lower the threshold for merger review.  Companies in mature markets with established revenue streams face reduced risk of mandatory filings, even for high-value acquisitions.

On November 29, 2024, the German Federal Cartel Office (“FCO”) concluded that Microsoft’s hiring of nearly all of Inflection AI, Inc.’s (“Inflection”) employees together with agreements on financing and the use of Inflection’s intellectual property amounted to a “concentration” under German merger control law.  However, due to the lack of “substantial domestic operations” at the time of the acquisition, the FCO declined jurisdiction to review the case.[1]

The UK Competition and Markets Authority (CMA) has cleared the Vodafone/Three[1]merger subject to behavioural remedies. The transaction will bring together two of the four largest UK mobile network operators and potentially transform the UK telecoms landscape. The CMA’s approval decision comes against the backdrop of widespread scepticism of consolidation in the mobile telecommunications sector across Europe.  It also departs from the CMA’s previous policy of seeking structural remedies to address competition issues and blocking problematic deals where no structural remedy could be found.