Public interest scrutiny in the M&A process is on the increase globally, against the backdrop of amplified protectionist rhetoric and political anxieties about the impact of foreign direct investment (FDI). The economic fall-out from the COVID-19 pandemic is accelerating existing trends, as governments seek to protect businesses from opportunistic acquisition by foreign buyers, including by making specific legislative amendments to tighten their FDI regimes. This presents additional hurdles and uncertainties for transaction parties.
From CFIUS in the United States to FIRB in Australia, it is essential that formal and informal FDI/public interest review processes and intervention risks are taken into account in deal planning and execution. The focus continues to stretch well beyond acquisitions by certain Chinese companies, and the concept of “national security” continues to be extended, to include critical infrastructure, communications assets, advanced technology and data, and – influenced by the pandemic – healthcare. Whilst some of the amendments directly related to the pandemic may ultimately prove to be temporary, the overall picture is likely to be one of structural change.
Our global team (drawn from our Competition, Regulation and Trade, Mergers & Acquisitions and Dispute Resolution practices) has extensive experience in formulating and implementing coordinated strategies to secure global clearances and successful completion, taking the ever-changing landscape into account.
To aid investors in considering potential deal hotspots, we have produced an interactive map and country-by-country guide summarising the FDI/public interest control processes and trends in key jurisdictions. Click here for a teaser of the guide and email FDIPublications@hsf.com to receive your full copy
In relation to a number of FIRB applications in relation to assets acquired after the China Resources investment (as a result of which GenesisCare became a ‘foreign government investor’ for relevant regulatory purposes.
SHAANXI LIGEANCE MINERAL RESOURCES
On its £326 million proposed acquisition of aerospace parts manufacturer Gardner Aerospace.
GARDNER DENVER HOLDINGS (AN NYSE LISTED COMPANY)
In relation to its French foreign direct investment filing with the French Ministry of Economy following its announced merger with Ingersoll-Rand's (an NYSE listed company) industrial operations division.
AXPO (THE LARGEST PRODUCER OF RENEWABLE ENERGIES IN SWITZERLAND)
On its acquisition of Urbasolar, a leading French company specialising in the development, construction and operation of large capacity photovoltaic power plants.
CELLNEX (EUROPE’S LEADING OPERATOR OF WIRELESS TELECOMMUNICATIONS INFRASTRUCTURES)
On its agreement with Iliad France, Iliad Italy and Salt (Switzerland) to acquire 10,700 towers in France, Italy and Switzerland for an amount of EUR 2.7 billion.
SILK ROAD FUND
On the acquisition of minority stake in Russia's key new LNG project based on the South Tambeyskoye gas field through the acquisition of shares in JSC Yamal LNG from Novatek, Russia's largest independent natural gas producer.