Clearance under merger control and the Foreign Subsidies Regulation
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SubscribeThe EC authorises the acquisition of STADA by CapVest and approves the deal under the FSR
The transaction, announced in September and notified to the European Commission (EC) on 12 November 2025, consists of CapVest acquiring a majority shareholding in Nidda German Topco GmbH (the STADA Group), which had been jointly controlled by Bain Capital and Cinven. Following closing, both funds will retain non-controlling minority shareholdings.
On 4 December 2025, the European Commission authorized the transaction under the simplified merger control procedure pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings, concluding that the transaction did not raise serious doubts as to its compatibility with the internal market or with the EEA Agreement (Case M.12177).
In a complementary step, and once the merger control review had been concluded, on 12 January 2026 the Commission adopted a decision not to object under Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market ("FSR") (Case FS.100270). In doing so, the Commission found that the foreign financial contributions notified in connection with the transaction did not distort the internal market to an extent that would warrant remedies or an in-depth investigation, thereby enabling effective closing of the deal from a comprehensive EU regulatory standpoint.
Practical takeaways for the pharmaceutical sector
The decision confirms that private equity transactions in the pharmaceutical sector involving a change of control, but not substantially altering the competitive structure of the affected markets, can benefit from an expedited review under the EU Merger Regulation, even where the target has a significant footprint across several Member States.
At the same time, the case illustrates the mainstreaming of parallel FSR review in large M&A transactions, which now forms part of the standard regulatory analysis alongside merger control. Although the FSR review was closed without objections in this instance, its practical application underscores the need to identify and evidence relevant foreign financial contributions from an early stage, and to coordinate timelines and notification strategies to avoid adverse impacts on deal timing.
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