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T&D Associates Assisted ZF Friedrichshafen AG in Obtaining SAMR’s Conditional Approval for Its
2024-04-01 11:58:34

On May 15, 2020, the State Administration for Market Regulation (“SAMR”) issued a public announcement, conditionally approving the acquisition of shares of WABCO Holdings Inc. (“WABCO”) by ZF Friedrichshafen AG (“ZF”, together with WABCO the “Parties”) (the “Transaction”).

ZF, established in Germany in 1921, is a global leader in the supply of components and parts and systems for passenger vehicles and commercial vehicles (“CV”). WABCO is a reputable supplier of automotive braking control systems, particularly for medium and heavy CV. 

Automobile industry in China is a traditional industry featured with many politically powerful State-Owned-Enterprises (“SOEs”) as well as other active and competitive market players. During the review of the Transaction, SAMR conducted extensive consultation with, inter alia, stakeholders, including competitors, downstream customers and upstream suppliers. In order to respond to sophisticated requests and comments made by those stakeholders through SAMR and to address SAMR’s concerns, Dr. John Ren and his team managed to proactively and efficiently communicate with the Parties and SAMR case team, provided sufficient supplementary materials in a timely manner and explained to SAMR the background and relevant information tirelessly by means of emails, letters, telephone conferences, etc..

In order to obtain the approval as early as possible, Dr. John Ren and his team had multiple rounds of consultations and negotiations with SAMR to better understand the case team’s requirements and to explicitly address its concerns. T&D team closely collaborated with ZF on the remedy proposal to reduce the possible adverse impact of the Transaction on the competition of the relevant markets. Finally, we reached a practical commitment proposal with SAMR within only 4 weeks since SAMR’s disclosure of competition concerns to the Parties, and prevent any tougher remedies. 

This Transaction, conditionally approved by SAMR after another two conditional approvals handled by T&D, i.e., NVidia/Mellanox and Infineon/Cypress, can be regarded as another milestone which again demonstrates T&D’s capability of dealing with challenging, complex and high-profile merger filings which concern industries featured with strong domestic stakeholders and face the possibilities of being imposed with tougher remedies. 

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