GERMANY Trends and Developments Contributed by: Andreas Rosenfeld and Sebastian Steinbarth, Redeker Sellner Dahs
the FCO regularly issues clearances prior to the end of the deadline. The number of Phase II investigations in 2024 increased from six to ten compared to 2023 and is thus back in line with the average number of Phase II in the years 2019 until 2021. The per - centage of notified transactions that are subject to an in-depth Phase II investigation in Germany therefore remains at around 1%. Of the eight Phase II investigations concluded in 2024, three investigations resulted in a clearance while four investigations led to a withdrawal of the notification. One transaction, namely the merger between Heidelberg University Hospital and University Hospital Mannheim, was pro - hibited by the FCO. Two investigations are still pending. In 2023, all six Phase II investigations resulted in a clearance. However, two of these six clearances included remedies and in another two cases the parties had decided to withdraw the notifications in Phase II and obtained an unconditional clearance in Phase I after refiling the transactions. The average duration of Phase II investigations increased from 5.3 months in 2023 to 5.6 months in 2024, which is longer than the statutory review period of five months but still considerably short - er that the 7.8-month peak in 2022. The longest investigation (6.2 months) con - cerned the takeover of Sundwiger Messing - werk GmbH by KME SE. Despite a substantial strengthening of KME’s position on the market for rolled bronze products, the FCO ultimately considered the impact on the overall market for rolled copper products in the EEA to be only moderate. The investigation of the investment into GEST Holding company by Schüco Inter - national KG lasted the overall average of 5.6
months; the reason for the release was ultimately an insignificant horizontal overlap between the two companies’ areas of activity. Only the acqui - sition of the Swedish biotech company Olink by the US company Thermo Fisher Scientific Inc. was cleared after five months and thereby within the statutory review period. The prohibition of the merger between Heidel - berg University Hospital and University Hospi - tal Mannheim, which took 5.4 months, will be the last decision regarding hospital mergers in the foreseeable future. With the Federal Minis - try of Health’s Hospital Act of December 2024, mergers between hospitals will no longer require clearance by the FCO but rather a confirmation from the state authorities responsible for hospital planning in the relevant federal states to confirm in writing that they consider the merger to be necessary to improve hospital care and that the merger does not conflict with any other competi - tion law provisions according to the information available. This new exemption applies for merg - ers which are concluded by the end of 2030. However, not every transaction in the hospital sector is covered by this exemption. The notification of RTL’s takeover of the TV channel Nickelodeon, which belongs to Para - mount, was withdrawn after the FCO announced that it intended to prohibit it. The reason for the intended prohibition was the impact on the mar - ket for television advertising for children ages three to 13. Ansys, a provider of crash test sim - ulation software, and Safe Parents, a provider of physical and virtual dummies, also withdrew their merger plans due to concerns raised by the FCO. The concerns arose, among other things, from the fear that the parties’ complementary offerings would enable and incentivise anti-com - petitive behaviour such as tying strategies.
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