EU Fines Canon $32M for Breaking Merger Rules in Toshiba Deal
The commission found that Canon had started the acquisition before notifying regulators of its intention to acquire the company.
June 27, 2019 at 05:11 PM
2 minute read
The European Commission has fined Canon Inc. €28 million ($32 million) for implementing its acquisition of Toshiba Medical Systems Corp. (TMSC) before getting regulatory approval.
The Commission found that the Japanese company had started the acquisition of TSMC before notifying regulators of its intention to acquire TMSC through what is known as a "warehousing" transaction involving an interim buyer.
This involved having the buyer acquire 95% of the shares of TMSC for €800, while Canon paid €5.28 billion for the remaining 5% of shares and options to acquire the other shares. Canon acquired 100% of the shares in a later transaction.
All this was done before the company notified the Commission of the planned acquisition.
Margrethe Vestager, the EU's antitrust chief, said companies have to respect competition rules and procedures.
"They are obliged to notify and wait for our approval before a merger can go ahead. Canon structured a transaction to circumvent these obligations when they acquired TMSC. This is a procedural breach of our merger review, so we are fining Canon €28 million," she said. "Our merger assessment and decision-making depends on the Commission being sure that companies are not jumping the gun and implementing mergers without our approval."
Canon notified the Commission of its plan to acquire TMSC in August 2016 and the Commission cleared the purchase the following month.
In July 2017, the Commission charged Canon with implementing the acquisition before informing the authorities.
The Commission found that the first and second steps in the transaction formed a single notifiable merger.
Canon said in a statement that it disagrees with the European Commission's legal assessment and will appeal the fine.
The EU has come down hard on companies that don't strictly follow its merger rules. For example, it fined Facebook Inc. for providing misleading information during the 2014 review of its takeover of WhatsApp.
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