When businesses undertake transactions which give rise to potential competition concerns, or otherwise fall under the scrutiny of anti-trust regulators, commitments may be agreed which require the appointment of a Monitoring Trustee.
Our competition services team has significant experience of acting as Monitoring Trustee on merger cases and market investigations in the EU, UK and other jurisdictions*.
We have extensive hands-on experience of helping parties implement undertakings. We can assist you in dealing with the often complex practical implications of commitments given to anti-trust authorities, including in minimising business disruption, and are cost-effective.
Selected Monitoring Trustee roles include:
- takeover of Shire plc (US$62bn): Takeda Pharmaceutical Company Limited / Shire plc (M.8955) (pharmaceuticals);
- takeover of GKN plc (£8bn): Melrose Industries plc / GKN plc (engineering) (Takeover Panel Supervisor);
- acquisition of Washstation Limited: Vanilla Group Ltd (JLA) / Washstation Ltd (business services);
- combination of RHI and Magnesita Refratarios (Brazil) refractory products (pro forma revenue €2.5bn) (M.8286) (industrial products);
- European telecommunications joint venture (combined revenues €4bn+): Vodafone/Liberty Global/Dutch JV (M.7978) (telecoms);
- acquisition of Portugal Telecom (€7.4bn): Altice/PT Portugal (M.7499) (telecoms);
- European s-PVC joint venture (pro forma sales €3bn+): INEOS/Solvay (M.6905) (chemicals);
- acquisition of chemicals activities in Northern Europe (sales €850m): International Chemical Investors (M.7584) (chemicals);
- acquisition of Sara Lee Personal Care in Europe (€1.3bn): Unilever/Sara Lee Body Care (M.5658) (consumer products);
- Pakistan telecommunications merger (combined revenues $1.4bn): VimpelCom / Wind Telecom in connection with the amalgamation of Mobilink / Warid Telecom (773/Merger - CCP/15) (telecoms);
- acquisition of Bertelsmann’s BMG Music Publishing (€1.6bn): Universal Music Group/BMG (M.4404) (music);
- acquisition of Cambian Adult Services ($479 million): Cygnet Health Care / Universal Health Services, Inc (healthcare);
- acquisition of Priory Group (£1.5bn): Acadia Healthcare Company/Priory Group (healthcare);
- acquisition of Recall Holdings ($2bn): Iron Mountain/Recall (data storage);
- private healthcare – market investigation: HCA International (healthcare);
- aggregates, cement and ready-mix concrete – market investigation: Lafarge Tarmac (industrial products);
- acquisition of Aztec Group: IRI/Aztec Group (data services); and
- acquisition of GMG Radio: Global Radio/GMG Radio (media and advertising).
Our team has extensive practical knowledge of:
- complex carve-outs, including dealing with integrated personnel/teams, joint customers, brands, and co-located assets;
- workable hold-separate measures for fully integrated businesses, including cross-shared services/personnel (both back and front office, including customer management and sales functions), reporting protocols, and IT systems;
- international divestment processes, involving multiple strategic and financial buyers, and satisfaction of purchaser requirements;
- compliance with on-going behavioural commitments, including pricing; and
- long-term commercial agreements between Sellers and Purchasers, including on-going manufacturing and supply arrangements, marketing and sales agreements, and brand/IP licensing.
We can act in a range of roles, including:
- Monitoring Trustee
- Divestiture Trustee
- Independent Observer
- State Aid Monitor
- Supervising Trustee/Takeover Panel Supervisor
* Our team has on the ground experience in a range of jurisdictions including the UK, Germany, France, Italy, Spain, Portugal, Belgium, Austria, Sweden, the Netherlands, Poland, Belgium, Denmark, Switzerland, the US and Pakistan. We also have monitoring experience in respect of Middle Eastern (including Turkey), Brazilian, Australian, and North American businesses and assets.