alcis advisers act as a monitoring trustee and as required, divestiture trustee, in merger control and State aid proceedings of national and international competition authorities.
alcis advisers help to implement regulatory commitments by overseeing and monitoring the according corporate transformation processes.
These include in particular:
- Divestment: disposal of businesses and/or assets – including carve-out and disposal through trade sales, demergers or IPOs
- Restructuring: cost reduction, organisational restructuring, integration and separation programmes
- Asset reduction: comprehensive asset reduction programmes
As former executive managers, economics and M&A advisers, we offer the required seniority, skills and experience to efficiently monitor such demanding divestiture, separation and restructuring processes.
As an independent monitoring trustee, alcis advisers ensure compliance with the commitments of the parties and with the regulatory decisions in all phases of the remedy implementation process.
This means recommending and implementing – in a co-operative monitoring approach with the parties and the authorities – the best possible and practicable organisational, financial and operational measures to ensure compliance.
Personal, close and direct communication with the parties and the competition authorities is the backbone of our result-oriented and forward-looking process management.
Our objective is to make the remedies implementation the least disruptive possible to the parties and the monitored business, ensure compliance throughout the process and act pragmatically and efficiently towards a swift clearance.
Alcis Advisers’ approach
alcis advisers act as a monitoring trustee to oversee and monitor the implementation of structural and/or behavioural commitments (remedies) made by merging parties or State aid recipients in order to get clearance by national and/or international competition authorities, or courts.
Typically, we will monitor – thereby closely co-operating with all stakeholders – the sale of a company or a set of assets in order to fulfil a divestiture commitment. Until formal closing of such a sale, we help to ensure strict compliance with the commitments as to selection of an appropriate purchaser, separation and, if required, independent management of the divestment business, as well as its viability and competitiveness.
alcis advisers will report regularly to the competition authority on compliance with the commitments, typically on status and progress of the divestiture process, competition issues, ringfencing measures, and on the economic viability, marketability and competitiveness of the divestment business.
alcis advisers’ pragmatic and pro-active monitoring approach will help the parties and authorities to:
- meet commitment deadlines and information requirements of competition authorities
- identify any risk of non-compliance arising in the hold-separate management and divestiture process; AA will swiftly warn the parties and authorities, and concretely recommend specific measures to mitigate such risks
- avoid incurring unnecessary delays in an often complex ringfencing, divestiture and transition process, as well as financial penalties and reputational damage to the parties
In short, alcis advisers’ approach ensures strict compliance with the commitments, early risk identification and mitigation and pro-active handling throughout the process.
alcis advisers thereby facilitate a swift final clearance by the competition authorities.
Selected merger control and State aid credentials of AA’s managing directors
Merck / Sigma-Aldrich
Divestiture of the laboratory chemical product portfolio of Sigma-Aldrich, as well as selected brands and the corresponding German production facilities, as a remedy decided by the European Commission (DG COMP) for the clearance of the merger of Merck (Germany) and Sigma-Aldrich (US). The divestiture closed in late 2015.
ZF Friedrichshafen / TRW
Divestiture of TRW’s Linkage and Suspension division – including five production facilities in the US, Canada, Germany and the Czech Republic – as a remedy decided by the European Commission (DG COMP) for the clearance of the merger of ZF Friedrichshafen (Germany) and TRW (US). The divestiture closed in 2015.
Deutsche Bahn / Arriva
Divestiture of the German subsidiary of Arriva, an international provider of regional rail and bus passenger transport, as a remedy decided by the European Commission (DG COMP) for the clearance of the acquisition of Arriva (UK) by Deutsche Bahn (Germany). The divestiture closed in 2011.
- Divestment of the entire assets of Magic Media Company (MMC), a TV studio operator and a portfolio company of Sparkasse Köln/Bonn. The divestiture was a remedy decided by the European Commission (DG COMP) in a State aid proceeding against the Federal Republic of Germany relating to Sparkasse Köln/Bonn, a German regional savings bank, and its public shareholders. The transaction closed in 2013.
- Divestment of Sparkasse Köln/Bonn’s minority shareholding in VEMAG Verlags- und Medien-AG, a specialised publishing business, as a remedy decided by the European Commission (DG COMP) in the same State aid proceeding. The transaction closed in 2013.