Gardner Aerospace Holdings / Northern Aerospace merger inquiry

The CMA investigated the anticipated acquisition by Gardner Aerospace Holdings Limited of Northern Aerospace Limited.

Statutory timetable

Phase 1 date Action
20 July 2018 Decision published
20 July 2018 Decision announced
19 July 2018 Merger inquiry upon remittal
19 July 2018 Secretary of State decision published
13 July 2018 Report submitted to Secretary of State
18 June to 26 June 2018 Invitation to comment
19 June 2018 Initial enforcement order
17 June 2018 Secretary of State for Business, Energy & Industrial Strategy issued a public interest intervention notice

Phase 1

CMA clearance decision

20 July 2018: As a result of the PIIN issued by the Secretary of State for Business, Energy & Industrial Strategy on 17 June 2018, the CMA issued an invitation to comment on 18 June 2018 and investigated this merger. The CMA has cleared the anticipated acquisition of Northern Aerospace Limited by Gardner Aerospace Holdings Limited.

Merger inquiry for purposes of remittal

19 July 2018: Following remittal of the merger back to the CMA under section 56(1) of the Enterprise Act 2002 (the Act), the CMA announced its merger inquiry by notice to the parties.

Secretary of State announcement

19 July 2018: The Secretary of State has announced his decision not to refer the Merger to a Phase 2 investigation on the ground that no public interest consideration to which he is able to have regard is relevant to a consideration of the Merger. The Secretary of State has, therefore, required the CMA to deal with the Merger as an ordinary merger case under section 56(1). As part of this decision, the CMA’s report has been published.

CMA reports to the Secretary of State

13 July 2018: The CMA has delivered its report to the Secretary of State.

Case update

10 July 2018: The case timetable remains unchanged. The CMA will report by the 13 July after which date the Secretary of State will make a decision whether to clear the merger, including by accepting undertakings-in-lieu, or refer the merger to an in depth review. As noted publicly by the Parties to the transaction and in line with normal procedures, the Parties requested permission to depart from the terms of the IEO, on this occasion in order to complete the transaction. On advice from the MoD, who are still analysing the national security implications of the proposed deal, and after consultation with BEIS, permission was declined at that stage of the assessment. The IEO remains in place. The Parties are free to seek subsequent derogations from the IEO and ultimately to complete the transaction subject to the outcome of the ongoing review of the transaction.

Initial enforcement order

19 July 2018: Following remittal of the merger back to the CMA under section 56(1), the IEO has now ceased to be in force under Schedule 7(2)(9) of the Act.

19 June 2018: Following consultation with BEIS, the CMA has served, on 18 June 2018, an initial enforcement order pursuant to paragraph 2(2) of schedule 7 of the Enterprise Act 2002 for the purpose of preventing any pre-emptive action in relation to the anticipated acquisition by Gardner Aerospace Holdings Limited of Northern Aerospace Limited. The text of the IEO is available below:

Invitation to comment: Closes on 26 June 2018

The Secretary of State for Business, Energy & Industrial Strategy issued a public interest intervention notice (PIIN) on the public interest ground of national security in accordance with sections 42(2) and 58(1) of the the Enterprise Act 2002 (the Act) in relation to the anticipated acquisition by Gardner Aerospace Holdings Ltd of Northern Aerospace Ltd. This means that the Secretary of State will make the final decision on whether this transaction operates, or may be expected to operate, against the public interest and should be referred to a phase 2 assessment, taking into account both competition and public interest issues.

The Competition and Markets Authority (CMA) is required to submit a report to the Secretary of State in accordance with section 44 of the Enterprise Act 2002 by 13 July 2018.

The report will include the CMA’s assessment of whether it believes that it is, or may be, the case that this transaction, if carried into effect, would result in the creation of a relevant merger situation under the merger provisions of the Act and, if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within any market(s) in the United Kingdom for goods or services.

It will also include a summary of any representations the CMA receives which relate to the public interest consideration specified in the PIIN, national security, and which are or may be relevant to the Secretary of State’s decision.

To assist with this assessment, the CMA invites comments on the impact of the transaction from any interested party.

Contact

Please send written representations about any competition or public interest to:

Nick Wright
Competition and Markets Authority
Victoria House
Southampton Row
London
WC1B 4AD

nick.wright@cma.gsi.gov.uk

Published 18 June 2018
Last updated 20 July 2018 + show all updates
  1. Full text of the CMA decision published.
  2. Clearance decision announced.
  3. Commencement of initial period notice published and link to the report to the Secretary of State for Business, Energy and Industrial Strategy published.
  4. The CMA has delivered its report to the Secretary of State.
  5. Case page update to confirm assessment is ongoing.
  6. Initial enforcement order and variation order published.
  7. First published.