Forget AT&T-Time Warner. Watch These Non-Media Mega-Deals

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By Eleanor Tyler

Media mergers are big news lately with the Justice Department’s lawsuit to stop AT&T Inc. from merging with Time Warner Inc. and Sinclair Broadcast Group Inc.'s effort to buy Tribune Media Co.

But the laser focus on media consolidation may cause the big mergers in other industries to disappear under the radar. There are notable mega-mergers (well above $10 billion) slated to close next year in agriculture, aerospace, oil, and apparel. CVS Health Corp.'s bid to buy Aetna Inc. for $67.5 billion can be added to that list, although it has not yet had its initial antitrust review.

In the other big pending mergers, competition regulators have flagged potential antitrust problems that may have to be solved through divestitures or other conditions. One of those deals, Bayer AG’s $63.5 billion merger with Monsanto Co., also faces a unique demand from Russia that the companies share their trade secrets with it.

Here are the non-media mega-mergers undergoing in-depth antitrust review to watch in 2018.

Bayer-Monsanto

Bayer-Monsanto is the last of three seed-pesticide company pairings announced in 2015-16. The transaction faces continued resistance since it was announced in September 2016. Bayer’s agreed price has since dropped from $66 billion to $63.5 billion.

The agrochemical industry is already consolidated, thanks to recent mergers between the remaining big seed and pesticide players — Dow Chemical Co.-Dupont Co., which closed in August, and Syngenta AG-ChemChina, which closed in May.

Political opposition to Bayer-Monsanto is particularly sharp, including in Germany where Bayer is based. Shareholders at Monsanto approved the tie-up in December 2016. The transaction doesn’t require approval from Bayer shareholders.

The companies say they have secured about one-third of the needed regulatory approvals.

The EU has taken its time reviewing the deal, twice stopping the clock on its investigation to seek more information. Bayer is selling a seed-and-agrochemical business to BASF SE for $7 billion to satisfy competition concerns, and it has recently said it might shed more assets. The EU’s current decision deadline is March 5.

Bloomberg News reported that the Russia’s Anti-Monopoly Service is holding up approval of the deal until the companies agree to share technology and data with its government, the first time any federal authority has demanded corporate secrets in exchange for access to the local market. The Russian regulator Nov. 8 gave Bayer three months to sign a five-year agreement on sharing information.

The deal also faces an in-depth review in Brazil targeting concentration in the soybean and cotton seed markets and potential losses to innovation. There’s a January deadline for Brazil’s decision.

Bayer and Monsanto are working with regulators and conducting outreach with stakeholders to explain the improvements that their deal can bring, Monsanto CEO Hugh Grant said on a recent earnings call. While “some divestitures” will occur, he said that the companies will still be leaders in research and development after merger.

The companies project an early 2018 closing. The expiration date in the parties’ contract is June 14.

Essilor-Luxottica

Eyewear giants Essilor International SA and Luxottica Group SPA announced a 45 billion euro ($53 billion) merger in January. Their businesses are largely complementary, but antitrust regulators are still focusing on potential losses in competition. Essilor is the largest supplier of ophthalmic lenses worldwide, and Luxottica is the largest supplier of eyewear worldwide.

The deal needs to clear antitrust regulators in the EU, U.S., Canada, Brazil, and China in order to close, but the companies will also file in additional countries. The parties received a second request in the U.S. and Canada, indicating an in-depth review.

The EU opened an in-depth investigation into the deal on Sept. 26, expressing concern that “the merged entity may use Luxottica’s powerful brands to convince opticians to buy Essilor lenses and exclude other lens suppliers from the markets through practices such as bundling or tying.”

The EU is also investigating whether the company could exclude competitors in eyewear and whether the deal would kill nascent competition between the two companies in each other’s markets. Each company may have enough power in its own space to harm competition by combining their complementary products into one empire.

The EU’s current provisional deadline to complete review of the deal is March 8. The two companies have already received clearance in Russia and India.

Linde-Praxair

Industrial gas giants Linde AG and Praxair Inc. announced a deal on June 1, 2017 for $41 billion to create the world’s largest industrial gas supplier. The combined company would leapfrog current market leader Air Liquide SA, which merged with Airgas Inc. in 2016 for $13 billion.

The remaining players in the market are less than half as big as either Linde or Praxair, according to Bloomberg Intelligence, meaning the market is already concentrated at the top.

The U.S. Federal Trade Commission issued a request for more information from the parties at the end of August. The deal unconditionally cleared Russian authorities in October, the parties said, and it has cleared the necessary shareholder hurdles.

The companies also made regulatory filings in China, India, South Korea, Brazil, Canada, and Mexico. They expect to close during the second half of 2018.

United Technologies-Rockwell Collins

United Technologies Corp. announced a $23 billion bid for Rockwell Collins Inc. on Sept. 4, 2017. The deal unites two aerospace behemoths that together equip commercial and military aircraft from “tip to tail.”

The deal comes as airlines parts makers are rapidly consolidating to meet pressure from big customers, including Airbus SE and The Boeing Co. Rockwell Collins is currently absorbing its largest acquisition, B/E Aerospace, which it bought in April for $8.6 billion including debt assumption. French engine-maker Safran SA agreed to buy seatmaker Zodiac Aerospace SA in January, eventually setting a $7.7 billion price tag, and expects to close that deal in early 2018.

The companies each received requests for additional information about the deal from the U.S. Justice Department on Oct. 30.

In addition to clearing the U.S. antitrust authorities, the deal is contingent on antitrust approval by the EU, Brazil, Canada, China, Japan, the Philippines, Russia, South Korea, Taiwan, Turkey, and clearance under the foreign investment laws of France.

UTC and Rockwell Collins plan to close in the third quarter of 2018, with Rockwell becoming a wholly-owned subsidiary of UTC called Collins Aerospace Systems. The merger agreement expires on Sept. 4 with an automatic extension through March 4, 2019 if regulatory approval is delayed.

To contact the reporter on this story: Eleanor Tyler in Washington at etyler@bloomberglaw.com

To contact the editor responsible for this story: Fawn Johnson at fjohnson@bloomberglaw.com

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