Mergers and Acquisitions - The Capitol Forum

JetBlue’s Competing $3.6 Billion Merger Offer Complicates Spirit Airlines’ Opposition to Northeast Alliance

JetBlue’s (JBLU) unsolicited $3.6 billion offer earlier this month to buy Spirit Airlines (SAVE) does more than inject uncertainty into the discount carrier’s future plans: It complicates Spirit’s role as a leading opponent of JetBlue and American Airlines’ (AAL) Northeast...

Apr 21, 2022 Read Now >

Merger Monthly: Delrahim’s Pre-Election Remedies Manual Revision Could Undercut DOJ Change Healthcare Case; Outlook for Key Transactions Including Microsoft/Activision, Norton/Avast, and II-VI/Coherent

Just two months before the 2020 election, Trump administration DOJ antitrust division head Makan Delrahim issued a revised merger remedies manual that upended the existing debate about whether—and when—the U.S. agencies would accept private equity divestiture purchasers. Not only...

Apr 06, 2022 Read Now >

Microsoft/Activision Blizzard: Video Game Tie-up Draws FTC Scrutiny, Third-Party Concerns, Over Streaming Impact

FTC staff is probing whether Microsoft’s (MSFT) proposed $68.7 billion acquisition of Activision Blizzard (ATVI) would allow the combined company to harm competition in video game streaming markets by withholding gaming titles from rivals, sources familiar with the matter said. As...

Mar 23, 2022 Read Now >

II-VI/Coherent: SAMR Weighs Behavioral Remedy Proposal to Address Industry Excimer Laser Supply Concerns

Case handlers at China’s antitrust authority are evaluating whether a behavioral remedy package that optical components maker II-VI (IIVI) proposed in an effort to clinch its $6.8 billion bid for Coherent (COHR) is sufficient to address industry competition concerns with the tie-up,...

Mar 18, 2022 Read Now >

NortonLifeLock/Avast: Constraint Posed by Pre-Installed Antivirus at Heart of CMA Merger Probe

Microsoft’s (MSFT) pre-installed Defender antivirus protection is at the center of contrasting European phase I merger review outcomes in the UK, Germany and Spain concerning NortonLifeLock’s (NLOK) proposed $8.1 billion acquisition of rival Avast (AVST). The “built-in” nature...

Mar 17, 2022 Read Now >

UnitedHealth/Change Healthcare: Companies to Announce Proposed Divestiture of Claims Editing Software Unit In “Matter of Weeks,” Defense Attorney Says

Change Healthcare (CHNG) plans to sign “in a matter of weeks” a deal to divest a business unit that includes its claims-editing software, eliminating the major horizontal overlap that helped spark DOJ’s suit to block UnitedHealth Group’s proposed $7.8 billion purchase of the...

Mar 14, 2022 Read Now >

Oracle/Cerner: Buyer Could Be Next In Line to Test CMA’s Deal Review Appetite

Oracle (ORCL) could be the latest company in a long line to test the UK Competition and Markets Authority’s ardor for reviewing mergers in the tech industry. The firm in December said it would buy health technology supplier Cerner Corporation (CERN) for $28.3 billion, but to date the...

Mar 04, 2022 Read Now >

Continental Grain-Cargill/Sanderson Farms: Cargill Soybean Meal Position Draws DOJ Scrutiny, Third Party Complaints Over Local Market Concerns

DOJ staff attorneys are probing whether Cargill’s leading position in chicken feed ingredients would allow the company to harm rivals to its proposed $4.5 billion joint venture with Continental Grain to acquire Sanderson Farms (SAFM) by raising their costs or restricting their supply,...

Feb 24, 2022 Read Now >

Illumina/Grail: EC Review Hiatus Signals Remedy Flexibility in Face of Court Jurisdiction Ruling

The European Commission’s decision to pause its in-depth probe into Illumina’s (ILMN) acquisition of cancer detection test maker Grail just days after the buyer submitted formal concessions designed to address competition misgivings indicates the regulator isn’t dead set on blocking...

Feb 23, 2022 Read Now >

UnitedHealth Group/Change Healthcare: Health Insurer Prepares to Defend Deal in Court as Timing Agreement Deadline Approaches

UnitedHealth Group (UNH) is preparing to defend its proposed $7.8 billion Change Healthcare (CHNG) purchase in court as the companies approach the end of their timing agreement with DOJ on Tuesday with no resolution to the department’s antitrust concerns in sight, sources familiar with...

Feb 18, 2022 Read Now >

AT&T’s WarnerMedia/Discovery: DOJ Sends Companies Close-At-Your-Peril Letters, Continues to Review Deal

AT&T (T) and Discovery Communications (DISCA) have received letters from DOJ warning the companies that the department is still conducting an antitrust review of their $43 billion plan to merge AT&T’s WarnerMedia unit with Discovery and reserves the right to challenge the...

Feb 09, 2022 Read Now >

Merger Monthly: Could Microsoft/Activision and Updated Merger Guidelines Meet Again?; Outlook for Key Deals Including AMD/Xilinx, Microsoft/Nuance, and Rentokil/Terminix

The U.S. antitrust agencies formally unveiled their plans to begin rewriting the merger guidelines on January 18—coincidentally, the same day that Microsoft (MSFT) announced its $68.7 billion purchase of video game giant Activision Blizzard (ATVI)—the largest tech transaction of all...

Feb 04, 2022 Read Now >

Microsoft/Activision Blizzard: Input Foreclosure Questions Loom Over Global Reviews of Largest Ever Tech Tie-up

Microsoft’s (MSFT) proposed $68.7 billion acquisition of video game publishing giant Activision Blizzard (ATVI) is poised to face exacting global antitrust reviews focused on a host of horizontal and vertical questions, Capitol Forum analysis indicates. Of course, even if it raised no...

Jan 31, 2022 Read Now >

Vodafone/Iliad: Despite Favorable Developments, Possible Italian Mobile Merger Could Face Same Hurdles as Past Deals

Talks between Vodafone Group (LON: VOD) and Iliad about merging their operations in Italy seem audacious given European Commission resistance to deals aimed at shrinking the number of mobile network operators (MNOs) in a country. After all, the commission in 2016 prohibited CK Hutchison...

Jan 27, 2022 Read Now >

Prince/Ferro: Merger Set to Win Phase I EC Approval

Prince International is poised to win Phase I EC approval for its $2.1 billion acquisition of specialty materials manufacturer Ferro Corporation (FOE) after offering remedies sufficient to address the agency’s overlap concerns, The Capitol Forum has learned. Prince on November 3...

Jan 20, 2022 Read Now >

Medtronic/Intersect ENT: Companies in Talks to Divest Intersect’s Navigation System, Balloon Dilation Businesses

Medtronic (MDT) and Intersect ENT (XENT) have begun shopping Intersect’s sinus navigation system and balloon dilation businesses in an effort to head off FTC competition concerns about their proposed $1.1 billion tie-up, sources familiar with the matter said. The companies are vetting...

Jan 19, 2022 Read Now >

Microsoft/Nuance: Big Tech, Health Care Questions Weigh on CMA Review

Microsoft’s (MSFT) proposed $19.7 billion acquisition of Nuance Communications (NUAN) is said to face at least two key headwinds at the UK’s Competition and Markets Authority (CMA): the complexity of assessing a high-profile deal involving one of the Big Tech giants and the...

Jan 19, 2022 Read Now >

CFIUS Extends Reach on Non-Notified Deals, as Biden Administration Seeks to Deepen National Security Scrutiny in 2022

The Committee on Foreign Investment in the United States (CFIUS) plans to open more investigations this year into transactions that haven’t been filed to the panel, posing a new regulatory roadblock for companies that may underestimate the national security implications of their deals....

Jan 19, 2022 Read Now >

Konecranes/Cargotec: Companies Take Aim at CMA Provisional Findings But Continue to Face High UK Hurdle

Konecranes (HEL: KCR) and Cargotec (HEL: CGCBV) this week lambasted the Competition and Markets Authority’s (CMA) provisional findings that their proposed merger is anticompetitive, calling the UK antitrust watchdog’s view of the $5.3 billion deal “wrong as a matter of fact and...

Jan 13, 2022 Read Now >

Blue Ridge/FVCBankcorp: U.S. Regulators Investigate Blue Ridge for Lending Abuses, Casting Shadow Over Proposed Tie-up

Federal bank regulators are examining whether Blue Ridge Bank (BRBS) discriminated against minorities in its mortgage lending business, in an investigation that could stall or even upend the bank’s proposed merger with FVCBankcorp (FVCB), sources familiar with the probe said. Blue...

Jan 13, 2022 Read Now >

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Lumentum/NeoPhotonics: DOJ Probes Optical Transmission Tie-Up’s Effects on Existing, Potential Competition

DOJ staff is investigating whether Lumentum’s (LITE) proposed $918 million purchase of optical communications rival NeoPhotonics (NPTN) would eliminate existing or potential competition in markets for transceiver modules and the lasers that power them, industry sources said. Both...

Jan 10, 2022 Read Now >

Rentokil/Terminix: Company Annual Reports Foreshadow National Account Scrutiny

Pest control giant Terminix’s (TMX) statements in its 2018 and 2019 annual reports foreshadow what could be the key sticking point in the U.S. government’s antitrust review of the company’s proposed $6.7 billion acquisition by rival Rentokil Initial (RTO:LN). “Competition in...

Dec 22, 2021 Read Now >

SAMR, In Anti-Corruption Push, Double-Checks Case Handlers’ Work, Likely Delaying Merger and Conduct Reviews

China’s antitrust agency, under pressure from a government anti-corruption watchdog, is double-checking senior staff’s work and more generally increasing supervision of its workforce, which could lead to delays in merger and conduct reviews, attorneys said. On Tuesday, the chief...

Dec 22, 2021 Read Now >

AMD/Xilinx, GlobalWafers/Siltronic Reviews Could Serve as Signposts Indicating Chinese Antitrust Enforcement’s Future Direction

Advanced Micro Devices’ (AMD) proposed $35 billion Xilinx (XLNX) buyout and GlobalWafers’ (TPEX:6488) planned $5.3 billion Siltronic purchase (FRA:WAF) have attained a significance beyond the semiconductor industry as their antitrust reviews in China serve as signposts indicating...

Dec 10, 2021 Read Now >

AMD/Xilinx, GlobalWafers/Siltronic Reviews Could Serve as Signposts Indicating Chinese Antitrust Enforcement’s Future Direction

Advanced Micro Devices’ (AMD) proposed $35 billion Xilinx (XLNX) buyout and GlobalWafers’ (TPEX:6488) planned $5.3 billion Siltronic purchase (FRA:WAF) have attained a significance beyond the semiconductor industry as their antitrust reviews in China serve as signposts indicating...

Dec 10, 2021 Read Now >

AMD/Xilinx: Deal’s Prospects Receive Boost From MIIT, Major Customer Support

Advanced Micro Devices’ (AMD) bid for rival chipmaker Xilinx (XLNX) received a boost recently when China’s primary tech regulator and some of the companies’ major corporate customers in the country signaled their support for the proposed $35 billion merger, sources familiar with the...

Nov 12, 2021 Read Now >

UnitedHealth Group/Change Healthcare: DOJ Staff Probes Clearinghouse Claims Data’s Value, Uniqueness

After expressing concern that UnitedHealth Group (UNH) through its proposed $7.8 billion acquisition of Change Healthcare (CHNG) could unfairly gain access to health insurance rivals’ sought-after claims information, DOJ staff attorneys are posing a surprising question: How special is...

Nov 03, 2021 Read Now >

Great American Outdoors/Sportsman’s Warehouse: FTC, State AGs Express Significant Concerns With Retailer Tie-up

The FTC and state attorneys general have expressed significant concerns to Great American Outdoors Group and Sportsman’s Warehouse (SPWH) representatives that the retailers’ proposed $785 million merger would harm competition in multiple states, sources familiar with the matter said....

Oct 27, 2021 Read Now >

Qualcomm/SSW Partners/Veoneer: Jurisdictional, Substantive Questions Loom Over Autonomous Driving Tech Proposal

A $4.5 billion bid from Qualcomm (QCOM) and investment firm SSW Partners to acquire Swedish auto tech company Veoneer (VNE) raises a host of jurisdictional and substantive issues that together create timing and outcome questions around the deal, industry sources said. SSW Partners through...

Oct 18, 2021 Read Now >

S&P Global, Nvidia, Microsoft Reviews to Provide Insight Into EC, CMA Regulatory Approaches

European Commission and UK Competition and Markets Authority case handlers are grappling with parallel merger investigations into S&P Global’s (SPGI) acquisition of fellow financial data provider IHS Markit (INFO), Nvidia’s (NVDA) purchase of British chip designer Arm Holdings and...

Oct 13, 2021 Read Now >

S&P Global/IHS Markit: Companies Don’t Anticipate Additional Behavioral, Structural Remedies

S&P Global (SPGI) and IHS Markit (INFO) don’t anticipate offering remedies beyond the divestiture of businesses they’ve already proposed selling to News Corp. (NWSA) to secure competition approvals for their $44 billion transaction, The Capitol Forum has learned. The companies...

Sep 16, 2021 Read Now >

S&P Global/IHS Markit: DOJ Staff Leans Toward Recommending Clearance With Divestiture

DOJ staff is leaning toward recommending that department leadership clear S&P Global’s (SPGI) $44 billion bid for IHS Markit (INFO) now that the financial data service companies have lined up News Corp. (NWSA) as the divestiture buyer for IHS Markit’s energy pricing service,...

Sep 13, 2021 Read Now >

Salesforce/Slack: DOJ Poised To Clear Transaction By End Of Month

DOJ is poised to clear Salesforce’s (CRM) proposed $27.7 billion acquisition of Slack (WORK) by the end of this month, sources familiar with the matter said. After an in-depth review in which the department demanded extensive business records from the merging parties and sent to...

Jul 15, 2021 Read Now >

Horizontal Concerns Take Center Stage as EC Begins New In-Depth Merger Probes

The European Commission recently launched two in-depth probes into mergers involving the proposed combination of direct competitors, ticking the most common box for heightened regulatory scrutiny in Brussels. But in the months ahead, a vertical deal is set to join those proposed tie-ups...

Jul 14, 2021 Read Now >

Aon/Willis Towers Watson: DOJ Draws Public Interest-Minded Judge in Suit to Block Broking, Benefits Tie-Up

DOJ’s suit to block Aon’s (AON) purchase of rival insurance broking giant Willis Towers Watson (WLTW) won a potentially sympathetic ear last week when D.C. District Court Judge Reggie Walton was assigned to oversee the case against the $30 billion merger, attorneys familiar with the...

Jun 21, 2021 Read Now >

Aon/Willis Towers Watson: DOJ Staff, Companies At Odds Over Deal’s Impact on Multinational Customers

This article has been updated to include the companies and DOJ’s arguments supporting their positions. DOJ staff informed Aon (AON) and Willis Towers Watson (WLTW) representatives at a meeting last week that the companies’ remedy offer doesn’t sufficiently address the...

Jun 15, 2021 Read Now >

Aon/Willis Towers Watson: Brokerage Expands Litigator Wall’s Role in Talks with DOJ

Aon (AON) has expanded a prominent trial lawyer’s role in engaging with DOJ on its proposed $30 billion Willis Tower Watson (WLTW) buyout, indicating the insurance brokerage is preparing for litigation even as it participates in settlement talks with the department, sources familiar...

Jun 10, 2021 Read Now >

Aon/Willis Towers Watson: Brokerage’s Health Benefits Divestiture Plan Elicits Poker-Faced DOJ Response

Aon (AON) has proposed to DOJ staff an offer to divest two pieces of its health benefits business to address the department’s antitrust concerns with the insurance brokerage’s planned $30 billion buyout of rival Willis Towers Watson (WLTW), sources familiar with the matter said. But...

Jun 03, 2021 Read Now >

Aon/Willis Towers Watson: Brokerage to Divest Retirement Consulting, Exchange Businesses

Aon (AON) in a statement today said it would divest for $1.4 billion its U.S. retirement consulting and retiree health exchange businesses to two separate buyers, responding to DOJ antitrust concerns about the insurance brokerage’s proposed $30 billion buyout of rival Willis Towers...

Jun 03, 2021 Read Now >

Aon/Willis Towers Watson: Brokerage’s Health Benefits Divestiture Plan Elicits Poker-Faced DOJ Response

Aon (AON) has proposed to DOJ staff an offer to divest two pieces of its health benefits business to address the department’s antitrust concerns with the insurance brokerage’s planned $30 billion buyout of rival Willis Towers Watson (WLTW), sources familiar with the matter said. But...

Jun 03, 2021 Read Now >

Aon/Willis Towers Watson: DOJ Considers Proposed Remedy While Stepping up Trial Preparation

As DOJ’s review of Aon’s (AON) proposed Willis Towers Watson (WLTW) buyout enters its late stages, the department is pursuing a dual-track strategy, engaging in settlement talks with the insurance brokerages while stepping up trial preparations in case it decides to challenge the $30...

Jun 01, 2021 Read Now >

Aon/Willis Towers Watson: Divestitures’ Impact Divides Deal Critics as DOJ Weighs Proposal

Opponents of Aon’s (AON) proposed Willis Towers Watson (WLTW) acquisition and other industry participants are divided over whether the insurance brokerages’ divestiture plan would address enforcers’ antitrust concerns with the $30 billion deal, sources familiar with the matter said....

May 13, 2021 Read Now >

Aon/Willis Towers Watson: EC Said Set to Approve Remedies, With Vestager On Board

The European Commission is set to approve remedies proposed by Aon (AON) to secure regulatory approval for the company’s $30 billion acquisition of rival Willis Towers Watson (WLTW), The Capitol Forum has learned. EU competition chief Margrethe Vestager is said to be on board with the...

May 07, 2021 Read Now >

Siemens Healthineers/Varian: Medical Device Tie-up Nears Chinese Antitrust Approval

German medical device maker Siemens Healthineers (ETR: SHL) is close to securing approval from China’s antitrust authority for its proposed $16.4 billion acquisition of U.S. radiation oncology giant Varian Medical Systems (VAR), sources familiar with the matter said. Approval from the...

Mar 31, 2021 Read Now >

Salesforce/Slack: Company Still Aims to Bypass CMA Probe Despite Deeper U.S. Review

Salesforce (CRM) is said to remain confident of avoiding a UK Competition and Markets Authority probe into its planned $27.7 billion acquisition of messaging platform Slack (WORK) despite the U.S. DOJ’s recent decision to open an in-depth, second request review into the transaction. The...

Mar 03, 2021 Read Now >

Salesforce/Slack: Company Still Aims to Bypass CMA Probe Despite Deeper U.S. Review

Salesforce (CRM) is said to remain confident of avoiding a UK Competition and Markets Authority probe into its planned $27.7 billion acquisition of messaging platform Slack (WORK) despite the U.S. DOJ’s recent decision to open an in-depth, second request review into the transaction. The...

Mar 03, 2021 Read Now >

AbbVie/Allergan: Commission Set to Vote to Clear Biopharma Tie-up

The Federal Trade Commission is set to vote to accept a consent order clearing the way for AbbVie (ABBV) to close its $63 billion acquisition of biopharma giant Allergan (AGN), sources familiar with the matter said. The final commission vote is expected within the next few days, the...

May 01, 2020 Read Now >

AbbVie/Allergan: Settlement Package Secures Front Office Sign-Off, Moves to Commission Level

An FTC settlement package that would clear the way for AbbVie (ABBV) to close its $63 billion acquisition of biopharma giant Allergan (AGN) has won a positive recommendation from Bureau of Competition Director Ian Conner and is now at the commission level awaiting a vote, sources familiar...

Apr 03, 2020 Read Now >

AbbVie/Allergan: Unions, Consumer Groups Seek Strengthened Consent Order in Letter to FTC Chairman

A coalition of consumer groups and unions today wrote Federal Trade Commission Chairman Joe Simons requesting that the commission secure additional behavioral relief before voting out a consent order clearing AbbVie’s (ABBV) $63 billion acquisition of biopharma giant Allergan (AGN). In...

Apr 03, 2020 Read Now >

Illumina/Pacific Biosciences: FTC Commissioners Plan Vote Today on Whether to Sue to Block Deal

FTC commissioners today plan to vote on whether to sue to block Illumina’s (ILMN) proposed $1.2 billion acquisition of Pacific Biosciences (PACB), a source familiar with the matter said. The companies’ representatives met last week with individual commissioners to make their case but...

Dec 17, 2019 Read Now >

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