Images are still loading please cancel your preview and try again shortly.
Accessibility tools

Rhino: EU Merger Control Analysis

Rhino: EU Merger Control Analysis

Like the rhino in the animal kingdom, the EU merger control regime is an obvious and straightforward force in the global merger control landscape. Although it may, at times, appear slow-paced or brutish, it can be surprisingly swift to react when threatened and its instinct is to charge directly at whatever has spooked it.

Rhino is our digital platform for EU merger control analysis with statistics, updated monthly, and commentary.

Rhino’s five modules focus on phase I and phase II intervention rates, review durations, substantive assessment, and remedies. The statistics sustain that the following five themes are evident from deal review evolution in the EU over time:

  • phase II intervention rates are increasing,
  • reviews take longer,
  • transactions with significant overlaps are investigated in more detail,
  • vertical relationships are increasingly a feature of complex investigations, and
  • remedies are getting tougher.

Click on the accordions below to explore.

Five trends impacting deal review in the EU

Phase II intervention rates are increasing

Phase I

The number of deals cleared by the EC in phase I (in non-simplified cases) subject to remedies has slightly decreased from 14% of cases in 2013-2017 to 13% in 2018-2022. At the same time, the number of withdrawals and decisions to start phase II has increased by 2%. In the past five years it was statistically less likely to achieve unconditional clearance in phase I than in the five years before.

circle charts showing statistics

However, the upward trend in intervention reached its peak in 2018. The EC also reviews less complicated cases each year. Phase I intervention appears to have stabilised.

bar charts showing statistics

Phase II

Phase II intervention rates are still increasing. The share of prohibition decisions has decreased slightly, from 13% to 12%. The number of cases which were withdrawn or abandoned has, however, doubled, from 13% to 26%. We have gone from 26% of deals not getting through in 2013-2017, to 38% of deals not getting through in 2018-2022.

circle charts showing statistics

Reviews take longer

In 2013, a phase II investigation lasted almost 12 months, including prenotification and formal review. In 2022 that number was more than 18 months, an increase of more than 50%. Prenotification duration of phase II cases appears to have stabilized since 2019, but the formal review duration has steadily increased since the same year. The years 2020 and 2021 were partly outlier years with many cases being delayed due to pandemic related market changes. Still, the increase in formal review duration has continued in 2022.

Phase II case duration – prenotification and formal review duration in months

bars charts showing statistics

The increase in the duration of the formal review is, in part, due to the increased use of the stop the clock mechanism. This is the case for both years 2021 and 2022 which showed an increase in the use of this mechanism.

Phase II cases with at least one stop-the-clock since 2012

bar charts showing statistics

The long-term trend in prenotification duration of phase I remedies cases is still upward, but we may have seen a (Covid-related) peak in 2021. In 2013, on average, the prenotification period was almost 5 months. In 2022, the duration was more than 6.5 months.

Phase I cases – prenotification duration in months

circle charts showing statistics

For phase I unconditional approval cases, the long-term trend is upward, with 2022 setting a record. In 2013, on average, the prenotification period was 2.5 months. In 2022, this duration was 5 months, an increase of almost 100%.

circle charts showing statistics

Data points for prenotification and formal review duration that fall outside a two (prenotification) or three (formal review duration) standard deviation boundary are not included in the graphs on this page. If you would like to receive the graphs including all prenotification data points, please email Rhino@linklaters.com.

Transactions with significant overlaps are investigated in more detail

There were 237 normal procedure, or ‘non-simplified’, decisions in 2020-2022, representing 21% of all notifications. In 2013-2015, there were much more, 293, representing 33% of all notifications. However, the fewer complicated cases that remain receive more intense scrutiny by the EC. If we look at the average word count for a non-simplified decision, it has increased by more than 43% between 2012 and 2021, from almost 18,000 words in 2012 to more than 25,000 words in 2021.

bar charts showing statistics

Vertical relationships are increasingly a feature of complex investigations

The number of decisions with a significant vertical assessment (++ or + value) has increased from 10% in 2013 to more than 50% in 2022.

circle charts showing statistics

The data in this graph is based on text recognition software applied to a database of EU merger control decisions. The software attributes a numerical value to each decision based on key phrases. Whether or not a decision is qualified as significant, depends on how the value compares to the average values for the same type of decision in the dataset. For example, a phase I remedies decision’s relevance will be determined in relation to the average values for all phase I remedies cases. For more details, please email Rhino@linklaters.com.

Remedies are getting tougher

The EC is increasingly requiring up-front buyer remedies, where the parties cannot close the transaction before having entered into a binding agreement with an approved purchaser. This occurs where the purchaser criteria set by the EC limit the likely number of suitable purchasers.

We see some fix-it-first remedies between 2016 and 2019 but these appear to have fallen out of favour. In that scenario, the parties must identify a purchaser, have it approved by the EC and enter into a binding agreement before clearance.

circle charts showing statistics

Remedies cases in manufacturing sectors (2017-2022)

The data in this graph is based on text recognition software applied to a database of EU merger control decisions. The software attributes a numerical value to each decision based on key phrases. Whether or not a decision is qualified as significant, depends on how the value compares to the average values for the same type of decision in the dataset. For example, a phase I remedies decision’s relevance will be determined in relation to the average values for all phase I remedies cases. For more details, please email Rhino@linklaters.com.

circle charts showing statistics

Rhino Unleashed: thoughts on EU merger control

Platypus / Rhino - the break-up album

In our yearly analysis of divergence ratios for parallel cases, Platypus has previously tracked the CMA and European Commission’s initial break-up period (2022) and trend-spotted as the new divorcees begun to establish themselves independently of one another (2023).

Read the fourth edition of Rhino Unleashed

Hourglass on table

Pre-notification duration – explaining the increase?

The duration of the EU merger control procedure has a significant impact on mergers and acquisitions in the internal market. In our second post, we reflect on the increase of this duration over the past 10 years and the potential reasons for such an evolution.

Read the third edition of Rhino Unleashed

Magnifying Glass With Book

Vertical Assessments by the European Commission: A Decade of Intensifying Merger Scrutiny

In this post we discuss how the intensity of vertical assessments in EU merger control has developed in the past decade and how it will likely develop in the future. 

Read the second edition of Rhino Unleashed

jumble of traffic lights

Mixing-and-matching – it all depends on perspective

The European Commission and the UK competition authority reached opposite conclusions on the remedies proposed in the Cargotec / Konecranes case. In our first post we explain the diverging views.

Read the first edition of Rhino Unleashed

Sign up to Rhino updates and be the first to receive our new content

Subscribe

Related content

Platypus

Platypus: UK Merger Control Analysis

Please also check out Rhino’s older cousin Platypus. We promise it will keep you heartily entertained and well informed about the UK merger control regime.

Explore our content

 

ball in centre of maze

LinkingCompetition

Welcome to our global competition blog, where you will find insights, commentary and news from our dedicated competition and antitrust lawyers around the globe.

Visit our blog
x Find a Lawyer