EC rejects analysis of Vanderlande/Siemens transaction

Key aspects

• The European Commission (the "Comission") has rejected the referral request under Article 22 of Council Regulation (EC) 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the "EUMR") initially requested by Portugal and backed by Spain and Italy in relation to Vanderlande’s acquisition of Siemens Logistics. This is the first rejection decision in almost 15 years.
• Despite the potential effect on cross-border trade, the Commission considers the referral inappropriate, given that the transaction was already closed and implemented over a year ago and affects a "traditional" sector over which the national authorities have the powers to supervise independently.
• The case illustrates the Commission’s approach in a scenario following the historic CJEU judgment in the Illumina/Grail case.

Background and referral to the Commission

In 2024, Vanderlande Industries B.V. ("Vanderlande") agreed the acquisition of Siemens Logistics GmbH ("Siemens Logistics"). Both companies were active in the field of automated equipment processing systems. The transaction did not have an EU dimension as the turnover of the companies did not reach the requisite thresholds under the EU Merger Regulation, but it was subject to prior notification to the German competition authority (Bundeskartellamt).

The Bundeskartellamt started an in-depth investigation of the transaction in 2025. However, it could not finish its analysis, as Vanderlande withdrew the notification and restructured the transaction to implement a carve-out of the German business. The transaction was closed in May 2025, following its restructuring.

The Spanish National Commission for Markets and Competition (Comisión Nacional de los Mercados y la Competencia, ""CNMC") and the Portuguese Competition Authority (Autoridade da Concorrência, "AdC") are currently analyzing this transaction (already implemented), understanding that the transaction exceeded the national notification thresholds.

On April 7, 2026, the AdC agreed to refer the transaction to the Commission in line with article 22 of the EUMR, understanding that the EU regulator is better positioned to analyze the transaction, given the possible implications in several Member States. A few days later, the CNMC and the Italian authority agreed to join the referral request.

Article 22 of the EUMR

Under Article 22 of the EUMR, one or more Member States may request the Commission to examine transactions not meeting the relevant EU thresholds, but that do affect trade between Member States and threaten to significantly affect competition within the territory of the Member State or States making the request.

The [historical] origin of this regulation is to allow Member States that, at the time, did not have their own merger control procedures to request the Commission to review transactions that threaten competition within their territory. With the generalization of national merger control regulations all over the European Union, the rationale of this mechanism evolved into an additional instrument for allocating jurisdiction over concentrations within the European Competition Network. In fact, in recent years, this mechanism has enabled the Commission to analyze significant transactions such as Apple/Shazam.

Commission reasoning in Vanderlande/Siemens Logistics case

On May 13, 2026, the Commission rejected the request by Portugal, Spain and Italy. Although the Commission admits on a preliminary basis that, based on the facts available, the transaction affects trade between the Member States—thus meeting the first substantive requirement of Article 22— it finally rejects the referral based on two factors:

• The transaction had been closed and implemented over a year ago.
• The transaction affects "traditional markets" (as opposed to disruptive and innovative markets), which are usually analyzed by the national competition authorities.

In this context, the Commission understands that both the CNMC and the AdC are sufficiently equipped to continue with the analysis of the transaction independently within their respective territories.

Up until now, the Commission had only rejected a referral request four times (all before 2012). Particularly relevant is the London Stock Exchange/LCH Clearnet case where the Commission rejected a referral from several national authorities (including Spain and Portugal). It considered, as in this case, that the timing of the referral was not appropriate procedurally, as the transaction had already been notified or pre-notified in several Member States and, therefore, the referral would lead to an excessive administrative burden for the notifying party.

With this new decision, the Commission seems to supplement the approach to appropriate timing. The request was not granted essentially because (i) the transaction had already been implemented over a year ago and (ii) in addition, it was being analyzed by the national authorities, which are better equipped to analyze “traditional” markets.

In the shadow of Illumina/Grail

Article 22 of the EUMR had a major impact in 2020, when the US genomic sequencing company Illumina announced the acquisition of Grail, an emerging company engaged in genomic test development for early detection of multiple types of cancer. As Grail was in the early technological stage and was not generating any turnover in Europe, the transaction (valued at USD 8 billion) did not reach the EUMR’s notification thresholds or the national thresholds of any EU Member State. However, the Commission adopted an expansive interpretation of its powers and invited the national authorities to apply the mechanism under Article 22 of the EUMR to be able to review the transaction, which was ultimately prohibited by the Commission.

In 2021, the Commission published the Commission Guidance on the application of the referral mechanism set out in Article 22 of the Merger Regulation to certain categories of cases in which, departing from standard practice until then, it encouraged the Member States to request the referral of cases that, although under the national notification thresholds, did threaten to significantly affect competition within their territory.

This expansive interpretation of the Commission experienced a clear setback judgment of the Court of Justice of the European Union ("CJEU") of September 3, 2024 (joined cases C-611/22 P and C-625/22 P) was handed down. The CJEU definitively ruled that the Commission was not competent to accept referrals under Article 22 from a Member State that does not have original jurisdiction over the transaction under its own national merger control regulations. You can find a more detailed analysis of this judgment and its implications in the interpretation and application of Article 22 of the EUMR Post | Illumina/Grail case: CJEU annuls Commission's referral decision.

Unlike the Illumina/Grail case, the referral in the Vanderlande/Siemens Logistics case strictly adhered to the CJEU framework: both Spain and Portugal had original jurisdiction, given that the transaction indeed exceeded their respective national notification thresholds. Therefore, the Commission’s rejection is not based on a lack of authority to assume the case; it is based on the exercise of its discretion and on appropriate timing considerations given the time elapsed since the transaction’s implementation.

Implications for companies involved in international transactions

The CNMC (just like the AdC) has traditionally been one of the most active authorities for referring transactions to the Commission under Article 22 of the EUMR, with a total of nine transactions referred in the past decade (Apple/Shazam; Qualcomm/Autotalks, Ochlear/Oticon Medical, Viasat/Inmarsat, Johnson & Johnson/Tachosil, Knauf/Armstrong, Accuride/Mefro Wheels, Mondi/Powerflute, Amadeus/Navitaire).

Although it could be interpreted that this new Commission decision seems to add an additional limit to the authority to review transactions that do not meet the EUMR thresholds, seems that everything indicates that the decision is the direct result of the particularities of this transaction and, specifically, of the extended period of time elapsed since the parties closed and implemented the transaction and the fact that it did not involve a sector considered to be strategic or innovative.

Therefore, we should not expect the CNMC or the AdC to reduce the number of potentially problematic transactions referred to the Commission when they consider that the relevant criteria under Article 22 of the EUMR are met. Consequently, the risk of referral to the Commission will continue to exist and must be managed appropriately by the deal teams involved in the relevant transactions.

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