Alstom/Bombardier receives Phase I clearance from the EU Commission 11.08.20

On 31 July, the European Commission approved Alstom’s proposed acquisition of Bombardier, subject to conditions. The transaction, which creates the world’s second-largest train manufacturer behind China’s CRRC, created horizontal overlaps in a number of rolling stock and signalling equipment markets in the EU. Following a Phase I investigation, the Commission cleared the deal after securing structural remedies for very high speed and mainline rolling stock, and behavioural remedies for the supply of legacy on-board signalling systems.

RBB Economics advised Alstom throughout the investigation, working alongside Cleary Gottlieb Steen & Hamilton.


Nouryon’s acquisition of CP Kelco’s CMC business approved unconditionally by EC in Phase I 29.06.20

On 23 June 2020, the European Commission (EC) issued a decision approving unconditionally Nouryon’s acquisition of the carboxymethylcellulose’s (CMC) division of J.M.Huber, CP Kelco, a transaction with both horizontal and vertical implications.

Both parties are active in the manufacturing of carboxymethylcellulose (CMC), a cellulose ether of varying degrees of purity used across a range of industries, from regulated markets (food & beverage, pharmaceuticals) to consumer or industrial products (detergents, paper, oil drilling, etc.). CP Kelco also manufactures MCA and Caustic Soda, two of the main inputs in the production of CMC.

Working alongside Latham & Watkins and DLA Piper, RBB assisted the Parties in proceedings before the EC. RBB provided evidence on market definition (including supply-side substitution) and showed that Chinese and Turkish suppliers exert strong competitive constraints on sales to EEA customers. The EC concluded that the transaction was unlikely to lead to any anticompetitive effect, given that the Parties’ combined market shares would remain moderate post-transaction under any reasonable product market definition, and that there would remain a large number of alternative CMC suppliers for all purity grades and end applications, based both inside and outside the EEA.


Outotec’s acquisition of Metso Minerals cleared unconditionally by EC in Phase I 26.05.20

On 13th May 2020, the European Commission (EC) issued a 102-page decision approving unconditionally Outotec’s acquisition of Metso Minerals, following an extensive investigation in pre-notification and Phase I.

Both parties are active throughout the mining minerals processing value chain and the acquisition gave rise to appreciable overlaps in several markets.

RBB assisted the parties to demonstrate that mining capital equipment markets are now in fact global, contrary to previous decisions.  The EC also took on board RBB’s closeness of competition analyses which showed that the parties are not each other’s closest competitors and face significant and increasing competition from Chinese rivals.

Working alongside White & Case and Hannes Snellman, RBB assisted the Parties in proceedings before the EC as well as in several other jurisdictions, including Canada, India, Australia, Russia, South Africa, Chile and COMESA.


Gumtree’s expansion plans motor on after Carsguide/Autotrader acquisition given green light by ACCC 14.05.20

On 30 April 2020, the Australian Competition and Consumer Commission (“ACCC”) authorised unconditionally the acquisition by Gumtree of Cox Media in Australia. The ACCC’s assessment focussed on the acquisition’s effect in the market for the supply of online motor classified ads in Australia, where both Gumtree and Cox Media (through its Autotrader and Carsguide websites) are present. RBB assisted with the authorisation application, including providing a standalone economic report that assessed the likely competitive effects and public benefits of the acquisition. RBB was instructed by Gilbert + Tobin, acting for Gumtree.

This represents only the second time that the ACCC has decided an authorisation case after the new merger authorisation process was introduced in November 2017. Its first such decision was its conditional authorisation on 25 July 2019 of the acquisition by AP Eagers, Australia’s second-largest car dealership group, of Automotive Holdings Group, Australia’s largest car dealership group. RBB, instructed by Allens, AP Eagers’ solicitors, also advised on that case.


Aurubis/Metallo unconditionally cleared by European Commission after issuing Statement of Objections 06.05.20

On 4 May 2020 the European Commission unconditionally cleared the acquisition of Metallo by Aurubis, following an in-depth Phase II investigation. The transaction brings together the two market leaders in the refining of copper scrap in the EEA.

The Commission cleared the transaction unconditionally, despite having issued a Statement of Objections that preliminarily concluded that the transaction was likely to result in a significant impediment to effective competition. The Aurubis/Metallo merger is only the second unconditional clearance after formal objections under Vestaeger’s tenure as Commissioner, after Tele2 NL/ T-Mobile NL in 2018.

The investigation focused on novel theories of harm, which posited that the merger would increase buyer power and lower the prices the Parties pay for copper scrap, thereby discouraging the recycling of copper and raising manufacturing costs. Following the Parties’ response to the SO and an Oral Hearing, these theories of harm were ultimately discarded. Despite the merger bringing together the two market leaders in the refining of copper scrap in the EEA, the Commission reversed its initial findings, presented in the SO, to conclude that the Parties’ combined market shares would remain moderate post-transaction, that there would remain a large number of alternative purchasers of copper scrap inside and outside the EEA, and that the Parties did not compete closely pre-transaction.

RBB Economics advised the Parties during Phase II of the Commission’s investigation, alongside Baker McKenzie and Sidley Austin. The Commission’s press statement can be found here.