Global M&A trends: Notable cases from the US, EU, and UK

Geographic market: global

According to the FTC, Synopsys and Ansys directly compete against one another across all three markets alleged by the FTC. Synopsys and Ansys hold a duopoly of the optical software tools market, with a combined share of more than 60% of the photonic software tools market, and more than 70% of the RTL power-consumption analysis tools market. The complaint alleges that the proposed deal would eliminate head-to-head competition and lead to higher prices and decreased innovation, harming device manufacturers and consumers.

Synopsys will divest its optical software tools and photonic software tools. In addition, Ansys will divest an RTL power consumption analysis tool called PowerArtist. Both Synopsys and Ansys will divest their assets to Keysight Technologies, Inc.

Geographic market: United States

Merger would result in two firms (HPE and Cisco) controlling more than 70% of the relevant market

HPE and Juniper are the second- and third-largest providers of enterprise-grade wireless local area network (WLAN, i.e., wireless networking) solutions in the United States. The DOJ alleges that the unremedied transaction would eliminate fierce head-to-head competition between the companies and result in two companies, HPE and Cisco, controlling more than 70% of the market. According to the complaint, Juniper has been a fast-growing disrupter with its AI-driven solution, and HPE sought to acquire its smaller, innovative rival rather than compete on the merits.

The settlement requires HPE to divest its worldwide Instant On business and to license the source code for Juniper’s AI Ops software used in Juniper’s WLAN products to one or more licensees approved by the DOJ. Per the terms of the settlement, HPE / Juniper must hold an auction to license the source code and enter into a perpetual, worldwide license allowing the licensee to operate the technology as a “viable, ongoing business.”

Geographic market: United States

Merger would reduce the number of major competitors from six to five; merged entity would become the largest competitor

Omnicom and Interpublic are two of the largest advertising agencies in the United States. One of the services they provide to advertiser clients is representing those clients during negotiations with media publishers. In its complaint, the FTC does not allege any traditional theories of competitive harm (e.g., that the merger would allow the merged firm to increase prices to advertisers). Instead, the complaint focuses on coordination between advertising agencies regarding placement of ads with media publishers.

According to the FTC, advertising agencies and the advertisers they represent have engaged in such coordination in the past, including through trade associations, and declined to advertise on certain websites. The FTC alleges that the merger would make this coordination easier, harming certain media publishers and their downstream consumers. The consent order, which appears to reflect Trump administration concerns about suppressing conservative speech, aims to prevent Omnicom, after the merger, from directing advertising dollars based on publishers’ viewpoints.

The companies’ decision to abandon the merger came almost eight months after the FTC issued a second request in October 2024. The companies had entered into a timing agreement with the FTC giving the agency until June 10, 2025, to complete its review of the transaction. Owens & Minor paid an $80 termination fee to Rotech in connection with the abandonment.

Geographic market: Italy, Germany, and Central and Eastern Europe

The EC found that the transaction would significantly reduce competition in 181 local markets across Italy, particularly in retail and small and medium-sized enterprise (SME) banking services. The overlap between UniCredit and BPM’s branch networks raised concerns about increased market power, potentially leading to higher prices and reduced service quality. However, no concerns were identified at the regional level for large corporate clients, nor were there risks of coordinated behavior due to the fragmented and opaque nature of the Italian banking market.

To address these concerns, UniCredit committed to divesting 209 branches in the affected areas. These divestitures are designed to eliminate overlaps and preserve competitive dynamics. The commitments were positively received during the market test.

In parallel, the EC rejected a request from the Italian competition authority to assess the merger under national law. Citing Article 9(3) of the EU Merger Regulation, the EC concluded it was better placed to handle the case, given its expertise and the strategic importance of the banking sector to the EU’s Capital Markets and Savings and Investment Unions.

Geographic market: Europe

While Safran and the target’s operations are largely complementary, the EC identified significant competition concerns in the THSA systems market. The merger would have combined two of the few global suppliers in a market characterized by high entry barriers, long development cycles, and extended supply contracts. The EC concluded that the deal, as initially proposed, would likely reduce competition and lead to higher prices for aircraft manufacturers.

To resolve these concerns, Safran committed to divesting its entire North American THSA business, including facilities in the United States and Canada and assets in Mexico. This remedy fully removes the overlap in THSA activities and was positively received during the EC’s market test.

The EC found no competition issues in other aerospace markets affected by the deal, such as flight control actuators, pilot controls, or space launcher valves, due to the continued presence of alternative suppliers.

It is worth highlighting that Safran publicly announced an agreement to sell its THSA business to Woodward Inc in August 2024. However, the EC has not yet approved Woodward as a suitable purchaser, and this assessment will be carried out separately as part of the buyer approval process.

Liberty Media, which owns Formula 1, and Dorna, which manages MotoGP, are both active in the global sports media sector. The EC focused its review on whether the merger would reduce competition in the licensing of sports broadcasting rights, particularly in national markets for regular, non-premium sports content.

For background, in the 2006 decision, when CVC Capital Partners Group Sarl acquired the holding company of the Formula One group of companies, the Commission defined a very specific product segment consisting of “TV rights for major motor sports events, including Moto GP and Formula One.” This was particularly relevant for Italy and Spain, where the combined share of the parties at the time ranged from 90% to 100%, which led CVC Capital to divest MotoGP rights that it held.

Following this investigation, the EC found that Formula 1 and MotoGP are not close competitors in this space. Broadcasters typically distinguish between regular and irregular sports, and between premium and non-premium content. While both Formula 1 and MotoGP are regular sports, they are generally not considered premium in most EU countries. The EC concluded that broadcasters would still have access to a wide range of alternative sports content post-merger.

The EC also examined whether Liberty Media’s largest shareholder, John Malone, could exert control over Liberty Global, a broadcaster active in several EU countries. It found no decisive influence or competitive concerns arising from this link.

The EC ultimately determined that the merger would not significantly impede effective competition and cleared the transaction without conditions. Liberty Media aims to leverage its experience with Formula 1 to expand MotoGP’s global reach and appeal. This unconditional clearance in Phase 2 highlights the significance of the Liberty Media / Dorna case, as unconditional Phase 2 clearances represent less than 10% of Phase 2 results since 2019 (four out of 45) and only a total of 10 cases in the past decade.