Navigating Conditional Antitrust Approval: Real-Life Examples for Successful M&A

Müller Milch got the approval for acquiring Landliebe from FrieslandCampina , but with a couple of conditions.

Obtaining conditional #antitrust approval can be a complex and difficult process. Here are some common conditions and examples of actual transactions which companies had to comply with:

• #divestitures: To address antitrust concerns, it is common for the acquirer to sell off a portion of the target company's assets or business. As a condition of their merger approval in 2019, T-Mobile and Sprint agreed to sell assets to Dish Network.
• Access and Interoperability: Another common condition is to ensure that the acquirer's products and services are accessible and interoperable with those of competitors. As part of its 2013 acquisition of Motorola Mobility, 谷歌 , for instance, was required to grant competitors access to its mobile operating system.
• Non-Discrimination: This condition requires the acquirer to treat all customers and suppliers fairly and not discriminate in favor of its own products or services. As a condition of its 2010 acquisition of NBCUniversal, Comcast was required to comply with nondiscrimination regulations.
• Price Controls: This condition may require the acquirer to cap or control prices in order to prevent market monopolization. In 2016, Aetna and Humana were required to cap premiums as a condition of their merger approval.
• #licensing: This condition requires the acquirer to license certain technologies or patents to competitors. For example, in 2013, Google was required to license Motorola Mobility's patents to competitors as a condition of its acquisition.
• Behavioral Remedies: To address antitrust concerns, this condition requires the acquirer to modify its business practices. As a condition of its merger approval in 2013, Penguin Random House was required to modify its pricing and discounting policies.
• Data Protection: This condition requires the acquirer to protect the confidentiality and security of data. As a condition of its acquisition of LinkedIn , 微软 , for example, was required to implement data protection measures in 2016.

In conclusion, obtaining conditional antitrust approval requires careful planning, negotiation, and compliance. Acquirers can better prepare for the approval process and ensure a successful transaction by understanding common conditions and examples.

#mergersandacquisitions #manda Institute for Mergers, Acquisitions and Alliances (IMAA)