Mergers & Acquisitions | AlixPartners

Overview

Our team has extensive experience helping clients before regulatory agencies and courts charged with scrutinizing mergers for potential anticompetitive effects. Often the whole deal may be on the line and the outcome depends on the strength and quality of the economic analysis.

We have a global capability with an extensive track record before the DOJ, FTC, and FCC in the US, the CMA in the UK, and the JFTC in Japan, as well as significant experience before the European Commission. We enjoy a good reputation with the regulatory agencies, who have also instructed us as experts―in particular in the US―ensuring that our submissions when representing clients are well received.

We support clients in all phases of merger analysis, from the initial assessment of the antitrust risks of a transaction to explaining the likely competitive effects to regulators, to identifying and assessing potential remedies including divestitures, to providing expert testimony in court.

We regularly work with our in-house data analytics and eDiscovery experts who enable us to respond rapidly and rigorously to challenging data and document requests, and to develop sophisticated analysis of the evidence to support our economic analysis. We also team with our restructuring and merger integration experts to provide evidence on failing-firm and merger efficiency issues.

NOTABLE CASE OUTCOMES

Insurance Brokers Merger – DOJ

An AlixPartners team advised the U.S. Department of Justice in its investigation and subsequent litigation of the proposed merger of Aon plc and Willis Towers Watson, two of the three largest global insurance brokers. The team’s analysis demonstrated that the merger would reduce competition and lead to higher prices for broking and consulting services related to commercial risk management, reinsurance, health benefits, and retirement benefits (including private exchanges and pension services) for American businesses.

After the DOJ pursued litigation, the parties abandoned their $30 billion planned merger. Read Attorney General Merrick Garland’s statement here.

NOTABLE CASE OUTCOMES

JX merger with TonenGeneral Sekiyu (Japan) – JFTC

We advised the parties whose merger would create one of Japan’s largest companies with a combined share of half of the nation’s gasoline market. We provided expert economic advice throughout the review by the Japan Fair Trade Commission (JFTC). Our work included a critical-loss analysis confirming that a proposed remedy would enable enough imports to prevent any price increases.

The JFTC agreed with our analysis and cleared the merger with the proposed remedy in April 2017.

NOTABLE CASE OUTCOMES

Three UK’s proposed acquisition of O2 UK – European Commission

Hutchison 3G UK (Three UK) proposed to acquire Telefónica UK (O2 UK) and the merger was subject to review by the European Commission (EC). We represented Everything Everywhere (EE), a major third party that was in a mobile network sharing arrangement with Three UK. We supported our client by developing the theories of harm that related to network sharing, explaining how these arrangements would lead to significant risks of a reduction of competition in UK mobile markets.

The EC prohibited the merger with network sharing as one of the key reasons. In a landmark case, the decision was overturned on appeal by the General Court, which rejected the legal basis on which the merger was blocked. The General Court’s decision is currently subject to appeal.

NOTABLE CASE OUTCOMES

Bauer Media’s acquisition of several UK radio assets – CMA

We advised Bauer Media Group, the number two commercial radio station operator in the UK, throughout the UK Competition and Market Authority (CMA)’s review of its acquisitions of numerous local radio stations and a 50% share of a national radio advertising sales agency. The CMA’s decision to refer the merger to Phase 2 was based on several theories of harm, including both horizontal and vertical effects. All but one of these theories of harm were dismissed by the end of Phase 2 and the merger was cleared with behavioral remedies.

NOTABLE CASE OUTCOMES

Hunter Douglas’s acquisition of 247 Home Furnishing – CMA

Our economic experts advised Hunter Douglas N.V, the owner of the number one online made-to-measure blinds supplier in the UK, throughout the CMA’s review of its acquisition of 247 Home Furnishing Ltd (247), another major UK supplier of online made-to-measure blinds. Following an in-depth Phase 2 review of the merger, the CMA accepted a remedy of a partial divestment of 51% of the shares of 247.

NOTABLE CASE OUTCOMES

BT Group (BT)’s acquisition of EE Limited (EE) – CMA

Our economic experts supported one of the merging parties in this review of BT’s £12.5bn acquisition of mobile operator EE―the most significant consolidation of the UK telecoms sector in recent years. The CMA Phase 2 inquiry lasted six months and involved scrutiny of ten potential theories of harm. Our economists worked closely with in-house industry experts to show that there was no case to answer―in particular by using detailed modelling of the effects of the merger on BT’s incentives to supply various inputs to EE’s rivals (and vice versa).

The merger was cleared without any remedies in 2016.

NOTABLE CASE OUTCOMES

Shell/Nynas (EU) – European Commission

Our economists supported one of the merging parties in this Phase 2 review of the acquisition of certain refinery assets of Shell by Nynas AB to create the EU’s only supplier of naphthenic base and process oils. Our work included demonstrating that the merger would lead to lower prices on grounds of both merger efficiencies and evidence that the acquired capacity would be closed on viability grounds absent the merger.

The merger was cleared without any remedies in 2013 and is notable for the Commission’s recognition that the merger would have “positive effects on competition, as Nynas would achieve significant reductions of variable costs … likely to be passed on to consumers to some extent”.