GERMANY Trends and Developments Contributed by: Andreas Rosenfeld and Sebastian Steinbarth, Redeker Sellner Dahs
In Germany, merger control remains a key instru - ment for ensuring effective competition and prevent - ing the creation or strengthening of dominant market positions. For the second year in a row, 2025 saw an increase in merger notifications compared to the previous year. In November 2025, the Bundeskartel- lamt (Federal Cartel Office – FCO) for the first time made use of its power under Section 32f(2) GCA (Ger - man Competition Act – Gesetz gegen Wettbewerbs- beschränkungen ), requiring the Rethmann Group, to which the waste management company Remondis belongs, to notify future mergers for a period of three years regardless of whether the revenue threshold is reached. Recent court decisions emphasise the practical relevance of the transaction value threshold, while also raising questions regarding its scope, prac - ticability and potential need for alternative or supple - mentary “call-in” powers. In October 2025, the FCO published a report “Merger control in transition – New instruments and changing framework conditions?”, summarising the discussions of an Expert Working Group Meeting regarding to what extent the current merger control regime is fit for purpose in light of new economic and political realities and a growing political will to include industrial or structural policy objectives in merger control proceedings, such as the competi - tiveness and resilience of the European economy. The proposed 12th Amendment to the GCA, which was published in June 2026, addresses these challenges only to a limited extent, but focuses on an increase of the turnover thresholds and changes to the transac - tion value threshold. Merger Review by the FCO In 2025, 876 transactions were notified to the FCO. Given that the number of notifications in 2023 was only 800 and that this number already increased to 870 notifications in 2024, this confirms the turnaround in the declining number in notified transactions since the domestic turnover thresholds were increased sig - nificantly from EUR25 million to EUR50 million and from EUR5 million to EUR17.5 million in 2021 (the additional worldwide turnover threshold of EUR500 million of all the undertakings concerned remained unchanged). Before, the total number of notifications to the FCO was significantly higher. For example, the average number of notifications per year in the period 2019–2020 amounted to 1,300.
The number of pending Phase II investigations declined significantly in 2025 from ten to four com - pared to 2024. This is primarily due to the fact that, despite the increasing number of notified transac - tions, the FCO initiated only two Phase II investiga - tions in 2025. The percentage of notified transactions that are subject to an in-depth Phase II investigation in Germany therefore is below 1%. None of the three Phase II investigations concluded in 2025 resulted in a clearance. One investigation, name - ly the takeover of several slaughterhouses as well as other companies and stakes from the Dutch Vion Food Group by meat processor Tönnies resulted in a prohibition. The acquisition would have significantly boosted Tönnies’ market position, to the detriment of farmers and the remaining smaller rivals in the affect - ed areas. Apart from its already dominant position in pig slaughtering and processing, Tönnies would also have gained a leading position in the cattle sector. The parties submitted commitment proposals with the aim to dispel the competition concerns. However, the FCO concluded that the commitments were not capable of preventing the creation or strengthening of the group’s dominant positions in the markets affected by the merger, considering the specific details of the commitments and the fact that the proposed acquir - ers would not be independent from Tönnies. Another investigation, the acquisition of rival Siemens Logistics by Vanderlande, a logistics unit of Toyota Industries, led to a withdrawal of the notification. A third investigation, Edwards Lifesciences’s takeover of JenaValve Technology, was discontinued. The trans - action could have been subject to merger control in Germany under the transaction value threshold as the value of the consideration for the takeover exceeded EUR400 million. However, the investigation had shown that the target company had no substantial operations in Germany at the time of the acquisition. The average duration of Phase II investigations declined from 5.6 months in 2024 to 4.6 months in 2025, which is less than the statutory review peri - od of five months. However, this figure is of limited significance since the JenaValve investigation was discontinued after 3.7 months. The investigation in Vanderlande’s Siemens Logistics deal, which is one
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