The European Commission initially opened its investigation into the merger in July 2021, citing concerns that the transaction could lead to reduced competition within the EU. Although the deal did not meet the typical revenue thresholds for an EU merger review, the commission invoked Article 22 of the EU’s Merger Regulation. This provision allows member states to request a review of a transaction even if it falls outside their jurisdiction, provided the deal could negatively affect competition or trade within the bloc.
However, the ECJ’s ruling now nullifies the commission’s authority to review the Illumina-Grail acquisition under these circumstances, effectively overturning the €432 million fine imposed on Illumina in July 2023 for closing the deal while the investigation was ongoing.
Moving Forward
The ECJ’s decision is final and cannot be appealed, marking a significant precedent in the EU’s approach to merger control. The ruling may limit the commission’s ability to scrutinize mergers that do not meet existing thresholds but could still have significant competitive implications within the EU. Moving forward, companies like Illumina may find it easier to navigate the complexities of cross-border mergers, though the European Commission may seek new mechanisms to close potential gaps in its regulatory oversight.
