June 1, 2023
UK Antitrust Scrutiny of Roll-up Acquisitions
As we’ve acknowledged here, the FTC isn’t the only agency with an ambitious antitrust agenda – the UK and the EU seem to be on the same page. This blog post from Cleary’s Antitrust Watch highlights that the UK Competition and Markets Authority has identified roll-up acquisitions by PE funds as an enforcement priority. Here are the key takeaways from the post:
– The CMA is looking out for roll-up acquisitions, particularly those in consumer-facing sectors, such as healthcare, through its mergers intelligence function.
– The CMA has “called in” transactions that completed many months (and in a recent case, almost a year) earlier and identified competition concerns that have resulted in investors having to divest businesses they had already acquired.
– The CMA has applied its jurisdictional “share of supply” test creatively and expansively to capture transactions that, on first glance, fall below the UK thresholds.
– Financial investors should consider engaging advisors early to assess the risks involved in UK transactions, how those risks can be mitigated, and how to allocate risk in transaction documents.
– Meredith Ervine