Samuel R Beighton

Merger control

• Advising National Milk Records plc on its £48 million public takeover by Associated British Foods plc.
• Advising Volex plc on its £178 million acquisition of Murat Ticaret Kablo Sanayi A.Ş., with the transaction cleared in Turkey and in Northern Macedonia at Phase 1.
• Advising Rigby Group in relation to transactions including the sale of its cyber security and intelligent networking solutions business to a competitor, and the sale of its helicopter services business to a competitor.
• Advising GCP Student Living plc ("GCP") on its £969 million public takeover by a bidco formed by Scape Living plc ("Scape") and iQSA Holdco Limited ("iQSA"), in order to enable Scape and iQSA to each acquire part of GCP's portfolio of student living assets, with these two separate planned acquisitions unconditionally cleared by the CMA at Phase 1.
• Advising Codemasters Group Holdings plc in relation to its c. £945 million public takeover by Electronic Arts Inc.
• Advising Universities Superannuation Scheme in relation to its c. £400 million investment in BP's freehold property estate of petrol forecourts in the UK.
• Advising a renewable energy business in relation to transactions including:
  • a planned joint venture for the purposes of developing, owning, and operating an energy-from-waste facility in the UK, which was cleared by the European Commission under the simplified EUMR procedure;
  • a separate planned joint venture for the purposes of developing, owning, and operating a further energy-from-waste facility in the UK;
  • the sale of its interest in an energy-from-waste facility in the UK, including assessing the merger control risk presented by competing bidders.
• Advising an independent regional UK cooperative society in relation to various transactions, including:
  • the sale of its funerals business to a competitor, with the transaction unconditionally cleared by the CMA at Phase 1;
  • the acquisition of a competing independent grocery retailer, with the transaction notified to the CMA using a briefing note, after the acquirer had completed a "fix it first" divestment to address an overlap in a local market following engagement with the CMA; and
  • the acquisition of a competing independent grocery retailer in south west England and Wales, with the transaction cleared by the CMA at Phase 1 following the acceptance of undertakings in lieu of reference ("UILs").
• Advising a leading producer of construction materials in relation to transactions, including:
  • the acquisition of a regional competitor, with the transaction notified to the CMA using a briefing note;
  • the acquisition of a regional competitor, with the transaction investigated by the CMA post-completion, before being cleared unconditionally at Phase 1; and
  • the acquisition of certain assets from a national competitor, with the transaction being cleared by the CMA at Phase 1 following the acceptance of UILs.
• Advising Origin Enterprises plc in relation to UK transactions including:
  • two acquisitions of national competitors in relation to the production and supply of fertilisers, with one transaction cleared at Phase 1 following the acceptance of UILs, and the other cleared unconditionally at Phase 1;
  • the acquisition of a national competitor in relation to the distribution of amenity products, with the transaction cleared unconditionally at Phase 1; and
  • two acquisitions of competitors in relation to the provision of agronomy services and the distribution of crop protection products (each cleared unconditionally at Phase 1).
• Advising a manufacturer of construction equipment in relation to the acquisition of a competing business division, with the transaction cleared unconditionally at Phase 1 in the UK and Germany, and at Phase 2 in Poland.
• Advising a provider of heating and cooling solutions in relation to the acquisition of certain assets of a competing business in administration, with the transaction notified to the CMA using a briefing note.
• Advising Automated Packaging Solutions on its $510 million acquisition by Sealed Air Corporation.
• Advising a leading producer of carbonated soft drinks in relation to the transfer of its vending machine business to a competitor.
• Advising a specialty pharmaceutical company in relation to the acquisition of a competitor, with the transaction cleared unconditionally by the CMA at Phase 1.
• Advising clients in the context of assessing potential transactions, so as to determine the likelihood of Phase 1 merger clearances being obtained under the UK and/or EU merger control regimes.

NSIA

• Advising a Canadian-based investor on the reorganisation of its investment in a European bandwidth infrastructure company.
• Advising Cogne Acciai Speciali S.p.A. on its €180 million acquisition of Special Melted Products, a UK producer of specialty steels and nickel-based superalloys for the aerospace, oil and gas, and civil nuclear sectors.
• Advising a Spanish manufacturer of access control systems on its acquisition of a UK business with activities in artificial intelligence.
• Advising a US-based industrial tool manufacturer on its acquisition of a global competitor.
• Advising Trelleborg Group on its $950 million acquisition of Minnesota Rubber and Plastics.
• Advising Amphista Therapeutics on two multi-million pound IP collaboration and licensing agreements with Merck Healthcare and Bristol Myers Squibb.
• Advising UK and US investment funds on planned acquisitions of UK businesses.
• Advising UK plc clients on internal reorganisations that required mandatory notification and clearance, in order to enable planned sales of businesses to proceed, and advising upon those subsequent sales, including assessing the relevant NSIA-related risk profiles of competing bidders.
• Advising various energy and defence sector clients on the application of the NSIA to planned transactions, including working with the relevant acquirer's legal advisers to secure required clearances.

FSR

• Advising various clients upon the implications of the regime, particularly in the context of planning transactions.

Competition law investigations

• Advising a party subject to investigation by the CMA in relation to suspected anti-competitive conduct, including attending the dawn raid.
• Advising an energy supplier in relation to an investigation by Ofgem into an anti-competitive agreement and/or concerted practice to share markets and/or allocate customers, including attending the dawn raid.
• Advising a manufacturer of water tanks in relation to an investigation by the CMA into anti-competitive conduct, including attending the dawn raid.
• Advising a manufacturer of bicycles in relation to obtaining immunity under the UK leniency programme in respect of resale price maintenance.

Competition law advisory

• Advising a leading trade association on the compatibility of an information exchange system with UK and EU competition law.
• Advising a producer of construction materials in relation to matters including:
  • various planned arrangements with competitors, so as to seek to reduce the parties' overall production costs;
  • responding to arguments advanced by a competitor alleging an abuse of dominance; and
  • obtaining a derogation from the CMA to permit an activity otherwise prohibited under an order resulting from a market investigation.
• Advising a dominant entity in relation to matters including:
  • responding to allegations that an exclusive supply arrangement was anti-competitive; and
  • addressing how the entity may commercialise certain data that it controls.
• Advising a leading UK institution upon competition law issues arising in the context of a long-term agreement with an online provider of educational services, in order to enable the institution to negotiate the removal of specific restrictions that prevented it from competing with the online provider.
• Advising a local government body upon competition law issues arising in the context of a planned micromobility scheme.
• Advising various brand owners on the organisation and operation of distribution networks, addressing issues in relation to resale pricing, online sales, and agency, including:
  • advising a leading brand upon how its appointed distributors may be prevented from making sales via online marketplaces;
  • advising a manufacturer on the appointment of a third party as a "genuine" agent;
  • advising a brand owner on the use of a "non-genuine" agency model for the sale of certain products in the UK; and
  • advising manufacturers on the application of UK competition law to agreements for the sale of aftermarket goods, including the sale of spare parts for vehicles, and the provision of repair and maintenance services.
• Advising a technology owner on competition law issues arising in the context of patents declared essential to voluntary industry standards, including responding to a complaint submitted to the European Commission alleging various abuses of dominance by the technology owner.
• Advising a biosimilar company on advancing allegations that a major pharmaceutical company was abusing a dominant position by utilising various divisional patent applications to deter market entry, including making a complaint to the European Commission.
• Advising a range of technology owners on competition law issues arising in the context of agreements to settle patent litigation, including advising upon the enforceability (or otherwise) of restrictions included in settlement agreements (e.g. restrictions exceeding the scope of the relevant patent).

UK subsidy control

• Advising government departments on the application of the Subsidy Control Act 2022 (the "Act") to planned funding to be provided to support activities outside of the UK.
• Advising a London Borough in relation to the planned award of a subsidy of particular interest under the Act, including with regard to engaging with the Subsidy Advice Unit, and assisting with the preparation of a referral.
• Advising a metropolitan borough council on the compatibility of planned lease arrangements with the Act.
• Advising a government-funded organisation in relation to subsidy control issues arising under the Act in the context of planned funding to be awarded to third parties.

UK market investigations

• Advising a leading independent cooperative society in relation to the CMA's investigation into the supply of services by funeral directors at the point of need and the supply of crematoria services.