Provided they meet certain monetary thresholds, M&A transactions which result in a change of control from one independent undertaking to another must be notified to and authorized by the European Commission (the “Commission”). The Commission will review notified transactions to ensure that they will not lead to a significant reduction of competition in the EU single market. by creating a dominant undertaking that is likely to raise prices for consumers.

Transactions which are notifiable to the Commission cannot complete until they have been authorized by the Commission. Failure to notify or to suspend transactions pending the Commission’s approval can lead to (i) the imposition of fines of up to 10% of the acquirer’s worldwide turnover and to (ii) the Commission ordering that the transaction be unwound.