UK Mergers, Military and Technology
The UK's merger control regime is changing as of 11 June 2018 in industries that are sensitive to national security concerns. The main aim is to allow political intervention in even very small acquisitions by non-UK companies where there might be a concern around non-UK ownership and use of such technology.
Two statutory instruments were made yesterday introducing lower thresholds to capture smaller transactions in three areas of heightened national interest: (1) military or dual use products subject to export control (2) quantum technology and (3) computing processing units (hardware and software). For such deals the target's turnover of £1 million is sufficient to trigger CMA jurisdiction or, alternatively, the share of supply test of 25 percent can be met by the target alone without the need for an increment.
Filings in those sectors will remain voluntary and there is no waiting period before completion, unless the CMA imposes interim hold separate obligations pending any investigation. The main aim of the lower thresholds is to allow the Secretary of State to intervene in cases of national (security) interest where the company is acquired by non-UK entities. Links to the two statutory instruments are provided here and here.
In parallel, the German and Austrian competition authorities are consulting on draft Guidelines on the new lower transaction thresholds. The authorities there seem to be targeting particularly big data, digital and pharma and biotech companies as well as medical engineering. Partners John Schmidt in London Axel Gutermuth in Brussels and Sebastian Jungermann in Frankfurt can give you more details on this.
© Arnold & Porter Kaye Scholer LLP 2018 All Rights Reserved. This Alert is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.