Honeywell

The O’Melveny antitrust teams in Brussels, DC, Singapore, and Beijing achieved a major victory for Honeywell by obtaining antitrust clearance for the company’s acquisition of the Elster Division of Melrose Industries plc from the European Commission (EC), the US Federal Trade Commission (FTC), China’s Ministry of Commerce (MOFCOM), and a number of other antitrust authorities across the world including in Brazil, Russia, South Africa, and Turkey.  The transaction, announced on July 28, 2015, was valued at US$5.1 billion and involved Honeywell acquiring Elster, a leading provider of thermal gas solutions for commercial, industrial, and residential heating systems and gas, water, and electricity meters, including smart meters and software and data analytics solutions. Elster also manufactures flow computers and regulators for the gas industry. In the US, O’Melveny’s Washington, DC, team handled the notification and the transaction was cleared by the FTC on September 4, 2015. O’Melveny Singapore and Beijing handled the notification process in China and on November 20, 2015, the transaction was cleared by MOFCOM. The European Commission cleared the transaction on December 21, 2015, with O’Melveny Brussels notifying the transaction, then pulling and re-filing the notification and negotiating a remedy proposal with the European Commission to successfully obtain a conditional clearance without a prolonged Phase II investigation. Clearance decisions were also obtained by O’Melveny Brussels (with the assistance of local counsel) in each of Brazil, Russia, South Africa and Turkey. Honeywell closed the transaction on December 29, 2015. The acquisition significantly expands Honeywell’s activities in the gas segment and in particular with respect to thermal gas solutions for commercial, industrial, and residential heating systems. The transaction also adds to Honeywell’s product portfolio water and electricity meters, including smart meters and software and data analytics solutions. The combination of Honeywell’s and Elster’s product offerings will improve customer value with technologies and solutions for industrial end-users served by Honeywell’s Environmental Combustion and Controls and Process Solutions businesses.