Answer ... Several major merger control decisions concerning high-value transactions were issued in 2018.
Most significantly, the Competition Board issued its final decision in the Phase II review on the merger of Luxottica Group SpA and Essilor International SA (18-36/585-286, 1 October 2018). The board found that as the notified transaction would result in the creation or strengthening of a dominant position within the meaning of Article 7 of Law 4054, and would significantly impede competition in the market, it could not approve the transaction unconditionally. However, the transaction was conditionally approved based on the remedies submitted, which included structural commitments concerning the divestiture of Merve Optik Sanayi ve Ticaret Aª (under which the merged entity also undertook not to acquire the distribution rights of the brands subject to the licence agreement between Merve Optik Sanayi ve Ticaret Aª and Marcolin SpA) and behavioural commitments. The behavioural commitments will be re-evaluated by the Competition Board at the end of a three-year period.
A second key decision concerned Bayer Aktiengesellschaft’s acquisition of sole control over Monsanto Company (18-14/261-126, 8 May 2018). The Competition Board considered that the transaction could create or strengthen Bayer’s dominant position and could thus significantly impede effective competition in the relevant market, and thus decided to initiate a Phase II review in a decision of 15 May 2017. After Bayer committed to the European Commission to divest its global cotton seeds business and vegetable seeds business during the Phase II period, the Competition Board conditionally approved the transaction. It found that the transaction would no longer create or strengthen a dominant position and significantly impede competition, since the commitments submitted to the European Commission with regard to vegetable seeds, cotton seeds, corn seeds and insecticide seed dressings for corn would eliminate horizontal and vertical overlaps occurring in the relevant markets in Turkey.