Getting the process right: Lessons from the European Commission’s latest merger-review €40 million fine

The European Commission (EC) and national competition authorities have been more active in recent years in enforcing against procedural breaches in merger control procedures. Fines have been significant even in cases where the transaction was ultimately abandoned or where the breach was merely negligent.

In line with this trend, on October 8 2026, the EC fined Kingspan EUR 40 million for providing incorrect and misleading information in the EC’s 2021 review of Kingspan’s planned acquisition of Trimo.*

The transaction, which was ultimately abandoned, concerned the market for mineral fiber sandwich panels, used in the construction, renovation and insulation of both industrial and commercial buildings. The EC’s investigation initially focused on six separate types of conduct, but was then narrowed to four infringements of the European Union Merger Regulation (EUMR) whereby Kingspan, at least negligently, provided misleading information as follows:

• Misleading information about how Kingspan tracks penetration rates for mineral fibre sandwich panels, a metric used to show how much a product is used compared to other products
• Incorrect and/or misleading information about the availability of ‘bidding data’ (i.e. records about the bids it won and lost), which are generally used in merger investigations to assess the competitive dynamics in a certain sector
• Incorrect information about Kingspan board members’ involvement in matters such as (i) the planned acquisition of Trimo, (ii) other acquisitions envisaged by Kingspan, as well as (iii) industry trends and business strategy
• Incorrect and/or misleading information with respect to Kingspan’s research and development (R&D) for mineral fibre sandwich panels. This kind of information, which usually only the company itself can provide, is key to understanding a company’s position in the relevant market.

Under the EUMR, the EC may impose fines up to 1% of the undertakings’ total turnover for intentionally or negligently breaching the obligation to provide the EC with correct information that is not misleading. In this case, the EC imposed a fine of EUR 10 million for each of the four infringements. Kingspan has indicated that it will appeal the decision.

The EC views the potential harm arising from misinformation as considerable, given that decisions based on incorrect facts risk undermining the EC’s ability to deter anticompetitive conduct and effectively enforce merger control.

The Kingspan decision is the fourth time the EC has used its powers in this area since the introduction of the EUMR in 2004.

Between 2017 and 2021, the EC fined three undertakings between EUR 7.5 million and EUR 110 million for supplying incorrect or misleading information in the context of merger reviews. The new fine therefore falls within this range. The highest fine was imposed in 2017 on Facebook, after the investigation of its acquisition of WhatsApp. When notifying the transaction, Facebook had stated that it would be unable to establish reliable automated matching between Facebook and WhatsApp user accounts. The EC subsequently found that such matching was already technically possible in 2014 and that Facebook staff were aware of it. Although the EC considered that the infringement was serious because it deprived the EC of relevant information, it concluded that the infringement did not affect the outcome of the clearance decision.

The trend is not confined to Brussels. On October 7 2026, the Norwegian Competition Authority fined SLB (formerly Schlumberger) NOK 30 million (approximately EUR 2.7 million) for providing incorrect information in its January 2025 notification of the acquisition of ChampionX, notably on the parties’ ranking in previous tenders for production chemicals and on the equipment SLB uses in its drilling services on the Norwegian continental shelf. The Norwegian Competition Act likewise allows fines of up to 1% of turnover for incorrect or incomplete information, and the authority stressed that, given the strict deadlines governing merger reviews, it must be able to rely on the information in the notification. SLB may appeal the decision to the Competition Appeals Tribunal within six months. This decisional practice serves as a reminder that providing accurate information to the EC and national competition authorities is essential: negligence alone may give rise to significant fines, and terminating a transaction does not remove the risk of enforcement.

Companies should identify and organize relevant data and documents at an early stage, involve employees with direct knowledge of the underlying facts, and be transparent about any limitations in the information provided.

*Trainees Cian Clehane and Clémence Gomez also contributed to this alert