Glimpsing the Transparency Gap in EU–China Merger Control Reviews through the Potential Suspension of the EU’s Antitrust Review of Mars’ Proposed Acquisition of Kellanova

According to the 'Review Status of Unconditionally Approved Concentration Cases by the State Administration for Market Regulation (SAMR) in the First Half of 2025', between January and June 2025, 43 cases required further review in Phase II—exceeding the 33 cases reviewed under the non-simplified procedure. This indicates that at least 10 concentration cases, though filed as simplified cases, ultimately could not be concluded within Phase I. Among these, some may have been improperly filed as simplified cases despite failing to meet the relevant criteria; others may even involve declarants submitting false information or concealing material facts in an attempt to mislead antitrust enforcement authorities. However, SAMR has not disclosed any such instances. Over the past 17 years, Chinese antitrust enforcement agencies have never publicly penalized any conduct involving the submission of false or concealed information in merger notifications. As for other simplified cases unconditionally approved in Phase I, no review details—or feedback received by enforcers from external stakeholders—are published; thus, third parties cannot ascertain whether all such cases genuinely satisfied the simplified-case criteria (for related discussion, see 'What Legal Consequences May Arise from Fraudulent Simplified Merger Filings?'). Notably, according to the aforementioned media report: 'Once Mars and Kellanova submit the requested information, the [European Commission’s] investigation will resume, and a new decision deadline will then be set.' This shows that the European Commission suspends merger reviews primarily to grant notifying parties additional time to supplement submissions—thereby avoiding delays in statutory deadlines caused by such supplementation. In contrast, China’s antitrust enforcement agencies, in previously conditionally approved concentration cases, have never explicitly stated the reasons for suspension—and in several instances, the total suspension period exceeded the statutory 180-calendar-day review deadline stipulated under China’s Anti-Monopoly Law. Related discussions include: ・Brief Comments (17 Points): SAMR’s 2025 Conditional Approval of Bunge Global Ltd.’s Acquisition of Viterra Inc.—Potentially Procedurally Illegal Due to Failure to Hold a Statutorily Mandated Hearing (Suspension Exceeded 11 Months) ・Brief Comments (7 Points): SAMR’s 2025 Conditional Approval of ANA Holdings Inc.’s Acquisition of Nippon Cargo Airlines Co., Ltd. (Suspension Exceeded 17 Months) The most dramatic case is SAMR’s conditional approval of Synopsys Inc.’s acquisition of Ansys Inc.: SAMR suspended the review on May 15, 2025; resumed it on July 11, 2025 (Friday); and completed the remaining review in just three and a half calendar days (one working day), issuing its decision on July 14, 2025 (Monday) at 13:30. This reveals a clear divergence between SAMR and the European Commission regarding suspension practices. The European Commission truly suspends its review—and must therefore continue reviewing after resumption. By contrast, SAMR’s antitrust enforcement staff likely did not halt all work related to the case during the suspension period; otherwise, completing the remaining review in merely one and a half working days after resumption would be implausible—unless the suspension was triggered not by issues intrinsic to the notified transaction itself, but rather by U.S. export control measures linked to the fulfillment of the imposed conditions (see related discussion in 'U.S. Department of Commerce Has Lifted Export Restrictions on Synopsys’ Sales to China, Possibly Facilitating SAMR’s Conditional Approval of Synopsys’ Acquisition of Ansys').

[Chip Perspective] The U.S. Launches Indiscriminate 'Targeting' Against China—Infineon’s Proposed Acquisition of Cypress May Be Doomed

If another export ban is imposed, chips from Cypress would become easier to sell domestically—even if sales remain restricted, the scope of such restrictions would likely be limited. Another possible scenario is that, as punishment for the EU’s refusal to heed U.S. 'advice' and its insistence on purchasing 5G telecom equipment from Huawei, the U.S. prepares to hit the pause button on this merger. At Infineon’s earnings conference last month, CEO Reinhard Ploss commented on the latest progress of the Cypress acquisition, noting that the deal had secured approval from Taiwan’s regulatory authorities earlier this year and that Infineon was engaged in 'constructive dialogue' with officials from both the U.S. Committee on Foreign Investment in the United States (CFIUS) and the EU’s Committee on European Mergers and Acquisitions (CEMR). He emphasized hopes of reaching a solution—within a highly cooperative environment—with government authorities that would realize the companies’ revenue synergies. Ploss downplayed concerns that CFIUS might block the deal, stressing that Cypress’s focus on automotive products rendered its offerings non-sensitive. At the time, he viewed the transaction—which had originally aimed for completion by year-end 2024—as still highly likely to close by the end of Q1 or early Q2 2025. Although the deal has obtained regulatory clearance from Taiwan, it may face setbacks in mainland China and the United States. According to MLex Market Insight, Infineon and Cypress have withdrawn and resubmitted their filings at least once; a decision on whether to continue negotiations may be imminent. CFIUS may demand 'remedial terms' for the transaction—terms potentially critical to the companies yet possibly unacceptable. Beyond CFIUS’s potential intervention, China’s antitrust authority—the State Administration for Market Regulation (SAMR)—has yet to issue formal approval for the deal. Last year, SAMR solicited input from multiple Chinese enterprises involved in the transaction. It is reported that SAMR received complaints concerning how the transaction might affect the automotive industry. Some complainants raised concerns about potential bundling, citing the high market shares held by both Infineon and Cypress in certain niche markets. Nonetheless, SAMR has not formally raised any competition concerns with the parties to the transaction.

Subsea 7 Says EU Commission Set to Comment on Saipem Merger

5 days ago

Subsea 7 CEO anticipates the EU Commission will resume its antitrust probe into the Saipem merger within 24 hours. The proposed deal aims to establish a leading global provider of offshore oil and gas energy services.

reuters

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Turkey's Competition Authority Approves Saipem's Merger with Subsea7

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Saipem, Subsea 7 Deal May Lead to Price Hikes, EU Antitrust Regulators Warn

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Subsea 7 Says EU Commission Set to Comment on Saipem Merger

Subsea 7 Says EU Commission Set to Comment on Saipem Merger

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