Two industrial gas businesses received conditional approval for a merger from several competition regulators around the world. We monitored compliance with commitments given to regulators in Europe, the United States, Brazil, Canada, Chile, and Colombia.
The challenge
The complex remedies necessitated restructuring and carve-outs across both businesses in multiple jurisdictions, readying them for separation while maintaining hold-separate requirements. At the same time the regulators also either required pre-divestment or post-divestment monitoring. Divergent timescales could have led to misalignment in divestment execution.
How we helped
We engaged with each of the regulators to agree a tailored hold-separate approach, as full separation may have compromised asset integrity. Structures were put in place to limit access to and sharing of sensitive information.
Financial reports were supplemented with site-level performance data to provide assurance over business preservation during the hold-separate period.
The composition of certain divestment packages depended on the outcome of other regulators’ decisions which weren't finalised at the start of the engagement. We managed extension requests to ensure closing dates were still aligned if one purchaser acquired assets from different divestment packages.
The results
Our coordinated approach and collaboration with other member firms in the Grant Thornton International Network enabled us to provide assurance to all the regulators on the parties’ compliance. We also delivered consistency that avoided unnecessary duplication during the implementation of this complex, multi-jurisdictional framework of obligations.
