Kingspan facing potential EU fine over alleged non-compliance with merger rules

Kingspan facing potential EU fine over alleged non-compliance with merger rules

The European Commission has alleged that Irish insulation company Kingspan provided incorrect, incomplete and misleading information during a 2021 merger investigation, raising the possibility of a significant fine.

The allegations, set out in a statement of objections sent to the company today, concern the Commission’s investigation under the EU Merger Regulation (EUMR) of Kingspan’s proposed acquisition of Slovenian rival Trimo.

Kingspan ultimately abandoned the acquisition in April 2022, a month after the Commission issued a statement of objections highlighting that the transaction could negatively affect competition in certain building materials markets.

In November 2022, the Commission began investigating whether Kingspan intentionally or negligently supplied incomplete, incorrect and/or misleading information during the merger investigation.

In today’s statement of objections, the Commission takes the preliminary view that it did, including in relation to facts concerning the scope of the relevant product and geographic market; the existence of barriers to entry and expansion; the importance of innovation; and the closeness of competition between Kingspan and Trimo, and vis-à-vis their competitors.

Kingspan now has the opportunity to formally respond to the Commission’s preliminary findings before the investigation concludes.

If the Commission were to conclude that Kingspan intentionally or negligently provided incorrect, incomplete or misleading information, it could for each instance impose a fine of up to one per cent of the company’s annual worldwide turnover. This could, however, be challenged by Kingspan in the EU courts.

Margrethe Vestager, executive vice-president in charge of competition policy, said: “Companies must supply accurate and complete information during our merger investigations. This is essential for merger reviews to remain both speedy and effective.

“In this case we are concerned that Kingspan may have provided incorrect, incomplete and misleading information during our review of its acquisition of Trimo.”

In a statement, Kingspan said: “We note the preliminary statement by the European Commission with respect to its investigation into Kingspan’s planned acquisition of Trimo in 2020.

“Kingspan has fully co-operated with the Commission throughout the period relating to the Trimo process, which commenced in September 2020, continued until Kingspan withdrew from the process in April 2022, and was followed by the EU Commission’s investigation which opened in November 2022.

“This Trimo application was unusual and uniquely onerous given both the level of information sought and the fact that the process occurred during Covid. It is in no way representative of the long and productive relationship that Kingspan has with the European Commission.

“Since the Trimo process began in 2020 Kingspan has secured four successful clearances, supporting investments by Kingspan in energy-efficient and low-carbon buildings that are essential to the European Commission’s Green Transition.

“Kingspan has always made its best endeavours to provide the European Commission with all the information it requires in a timely and complete fashion and we will continue to do so.

“While we do not agree with the Commission’s preliminary conclusions in the Trimo case, we will of course reflect carefully on them and work with our legal advisers in formulating our response and we look forward to continued positive co-operation with the Commission into the future.”

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