Mergers and Acquisitions - The Capitol Forum

Korean Air/Asiana: Complainants Urge SAMR to Hold Parties to Initial Remedy Offer, Delay Decision

Chinese industry associations and airline operators are urging the country’s antitrust authority to require Korean Air (KRX: 003490) and Asiana Airlines (KRX: 020560) to abide by a remedy offer they made to address concerns with their proposed merger but subsequently rescinded, sources...

Dec 09, 2022 Read Now >

Kroger/Albertsons: State Lawsuits Over Albertsons Dividend Could Complicate Potential FTC Litigation

State efforts to stop Albertsons (ACI) from issuing a $4 billion special dividend to shareholders ahead of its planned merger with rival supermarket Kroger (KR) could complicate a potential federal challenge of the deal itself.  The Washington, D.C., California, and Illinois attorneys...

Dec 07, 2022 Read Now >

Amazon/iRobot: CMA’s Threat to Transaction Looms Large in Europe 

Approval from the Competition and Markets Authority will likely be the biggest European regulatory hurdle for Amazon’s (AMZN) $1.7 billion plan to buy automated cleaning device maker iRobot (IRBT), sources have told The Capitol Forum.  In many ways, the deal is like Google’s...

Dec 06, 2022 Read Now >

Microsoft/Activision Blizzard: Sony Far From Signing Call of Duty Proposal As Likely FTC Vote On Suit Nears

Microsoft (MSFT)—facing a likely FTC lawsuit this month to block its proposed Activision Blizzard (ATVI) buyout when a timing agreement with the agency expires—has so far failed to convince Sony (SONY) to drop its objections to the $68.7 billion deal, sources familiar with the matter...

Dec 02, 2022 Read Now >

Thoma Bravo/ForgeRock: Companies  Set to  Pull and  Refile Premerger Notification, Giving DOJ More Time to Review Deal

Thoma Bravo (TBA), the world’s largest private equity firm, and cybersecurity software company ForgeRock (FORG) plan to pull and refile the notification for their proposed $2.3 billion merger, according to a source familiar with the matter.  With the pull-and-refile, the...

Nov 22, 2022 Read Now >

Excessive Medicine Prices Under Spotlight in Two Upcoming UK Pharma Judgments

Two upcoming rulings by the UK’s Competition Appeal Tribunal (CAT) are expected to further clarify the price monopolist pharmaceutical companies can charge the UK’s National Health Service (NHS) for off-patent drugs, sources have told The Capitol Forum. The rulings—set to be...

Nov 16, 2022 Read Now >

Kroger/Albertsons: Companies Have Overlap of More Than 1,400 Stores; Khan Highly Critical of Failed Supermarket Divestitures

Kroger’s (KR) planned $24.6 billion acquisition of rival grocer Albertsons (ACI) would result in common control of more than 1,400 closely competing stores absent divestitures, according to a Capitol Forum analysis. Past reviews of grocery mergers by the FTC have centered on economic...

Nov 02, 2022 Read Now >

Assa Abloy/Spectrum Brands: The Merging Parties are Unlikely to Offer Divesture that Moves the Needle with DOJ

Assa Abloy (ASSA-B:SS) confirmed last week that the company has taken initial steps to sell its Emtek lock brand and smart residential business in the U.S. and Canada to oppose DOJ’s challenge to its $4.3 billion bid for the hardware and home improvement (HHI) division of Spectrum...

Oct 18, 2022 Read Now >

Flagstar Bancorp/New York Community Bancorp: When FDIC Rebuffed Merger Bid, Banks Restructured Deal So OCC Would Review It

Federal Deposit Insurance Corporation (FDIC) staff members were so concerned about fair lending failings at Flagstar Bancorp (FBC) that they told executives at New York Community Bancorp (NYCB) that they wouldn’t support their proposed $2.6 billion acquisition of the company, according...

Oct 18, 2022 Read Now >

Microsoft/Activision Blizzard: Deal Opponents Underscore Google Stadia Shutdown While Xbox Maker Can Point to Netflix Game Expansion

As regulatory concerns in the U.S. and Europe persist about Microsoft’s (MSFT) proposed $68.7 billion Activision Blizzard (ATVI) acquisition, two developments that occurred late last month—Google shuttering its Stadia service and Netflix’s deepening commitment to video-game...

Oct 13, 2022 Read Now >

Sino Biopharm/F-Star Therapeutics: U.S., UK Coordinate National Security Reviews of Controversial Deal

The Committee on Foreign Investment in the United States (CFIUS) and the UK’s Department of Business, Energy and Industrial Strategy (BEIS) are coordinating their national security reviews of the proposed purchase of Britain-based F-Star Therapeutics (FSTX), a company linked to research...

Oct 12, 2022 Read Now >

Standard General/Tegna: Sources Say Pelosi-Pallone Letter Provides Political Cover for Rosenworcel to ‘Pocket Veto’ Deal

House Speaker Nancy Pelosi and Energy and Commerce Committee Chairman Frank Pallone, Jr., raised concerns about Standard General’s $8.6 billion bid for broadcast station group Tegna (TGNA). In an October 6 letter to FCC Chairwoman Jessica Rosenworcel, the two Democrats asked the FCC...

Oct 10, 2022 Read Now >

Amazon/iRobot: Deal Raises Concerns at Center of 1967 Supreme Court P&G Case

Amazon’s (AMZN) proposed $1.7 billion acquisition of iRobot (IRBT) has sparked fevered debate over the 21st century fear of Big Tech’s data collection inside the home. But the deal’s critics also have raised concerns that are similar to those at the center of a 55-year-old...

Sep 23, 2022 Read Now >

Microsoft/Activision: After CMA Issues Meeting, Trouble May be Brewing in London; EC Remedies Questions In Flux as EC Leans Towards Blocking Illumina/Grail Merger

The UK’s Competition and Markets Authority is said to have held an “issues meeting” with Microsoft (MSFT) in which the authority outlined the competition concerns it sees with the company’s proposed $68.7 billion acquisition of video game publisher Activision Blizzard (ATVI). ...

Aug 25, 2022 Read Now >

DuPont/Rogers: Parties Face SAMR Impasse, Unrelenting Industry Concerns, as Initial 180-Day Review Expires

China’s antitrust review of DuPont’s (DD) proposed $5.2 billion acquisition of Rogers Corporation (ROG) has hit an impasse as the companies haven’t yet resolved stiff industry concerns with their deal, sources familiar with the matter said. That’s led to case handlers at the...

Aug 23, 2022 Read Now >

UnitedHealth/Change Healthcare: Economists Battle Over Whether Deal Would Increase Incentives to Access Claims Data

Two economists today argued over whether UnitedHealth Group (UNH) would be more likely to mine valuable health insurance claims data if the company completed its proposed $7.8 billion Change Healthcare (CHNG) acquisition. This morning in federal court, Kevin Murphy, a University of...

Aug 15, 2022 Read Now >

JetBlue Airways/Spirit Airlines: Spirit CEO’s Post-Announcement Interview Foreshadows Deal’s Uphill Antitrust Climb

JetBlue’s (JBLU) proposed $3.8 billion acquisition of Spirit Airlines (SAVE), which the companies formally inked on July 28 after a months-long takeover dance, faces an uphill climb to close given the carriers’ overlaps on dozens of highly-concentrated U.S. city-pair routes and a...

Aug 11, 2022 Read Now >

Mergers Face New Uncertainties in China as SAMR Rolls Out Online Filings and Delegates Power to Regional Offices

China’s antitrust authority is preparing to introduce a new online merger-filing system and other measures that could subject deals such as MaxLinear’s (MXL) $3.8 billion buyout of Taiwan’s Silicon Motion Technology (SIMO) to longer reviews and heightened uncertainty, people...

Jul 21, 2022 Read Now >

Illumina/Grail: EC Probe Set to Resume With New Remedy Offer On Table

The European Commission is set to resume its in-depth probe of Illumina’s (ILMN) takeover of cancer-detection test maker Grail in short order, with the Brussels-based regulator expected to seek third-party feedback on a revised set of concessions offered by Illumina, The Capitol Forum...

Jul 19, 2022 Read Now >

Continental Grain-Cargill/Sanderson Farms: DOJ Officials, Companies Negotiating Remedies to Safeguard Workers; Suit to Block Deal Still Possible

DOJ’s concerns about Cargill’s $4.5 billion joint venture with Continental Grain’s Wayne Farms to buy Sanderson Farms (SAFM) have spawned negotiations between senior department officials and the companies over remedies to safeguard wages and conditions post merger for poultry...

Jul 13, 2022 Read Now >

TD Bank/First Horizon: Trump CFPB Opted Not to Punish TD Auto Finance Subsidiary Following Years-long Investigation

The Consumer Financial Protection Bureau (CFPB) during the Trump administration decided not to punish TD Auto Finance, a subsidiary of TD Bank (TD), following a years-long investigation into TD Auto Finance, according to an agency document and sources familiar with the matter. The CFPB...

Jul 08, 2022 Read Now >

NortonLifeLock/Avast: UK’s More Concentrated Markets, Higher Prices Provide Context for CMA Probe

The UK economy is exhibiting a “worrying combination of trends”: more concentrated industries, higher prices by way of greater markups – a measure of market power – and the largest companies holding onto their sector-leading positions for longer, according to Mike Walker, the...

Jun 01, 2022 Read Now >

Ericsson/Vonage: CFIUS Review of Telecom Deal is Ongoing, Company Spokesperson Says

The Committee on Foreign Investment in the United States (CFIUS) is still reviewing Ericsson’s (ERIC) proposed $6.2 billion buyout of U.S. cloud communications provider Vonage (VG), said a spokesperson for the Swedish telecommunications company, ending weeks of investor speculation...

May 17, 2022 Read Now >

TD Bank/First Horizon: Faulty Accounts Didn’t Draw Fines From Trump Officials; Workers Say Suspect Practices Persist As Deal Approvals Sought

Despite finding TD Bank (TD) wrongly pressured customers into opening accounts and using banking services they didn’t want, a leading bank regulator during the Trump administration opted to give the company a private reprimand rather than a fine for the abuses, according to sources...

May 04, 2022 Read Now >

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 >

Lockheed Martin/Aerojet Rocketdyne: FTC Staff Analyzes New Data Indicating Deal Could Harm Camden, Arkansas-Area Engineers

FTC staff is analyzing five years of job postings data from the Camden, Arkansas area indicating that Lockheed Martin’s (LMT) proposed $4.4 billion Aerojet Rocketdyne (AJRD) takeover could harm competition in the city’s labor market for engineers, sources familiar with the matter...

Dec 15, 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 >

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