Antitrust

Introduction

On October 8, 2026, the European Commission (“EC”) fined Kingspan €40 million for providing incorrect and misleading information during the EC’s merger review of Kingspan’s proposed acquisition of Trimo under the EU Merger Regulation (“EUMR”). The EC found four distinct infringements, each attracting a €10 million fine, despite the transaction being abandoned more than four years ago.

This is only the fourth time the EC has fined a company for providing incorrect or misleading information under the EUMR. The decision underscores that merging parties must give the EC and other competition authorities accurate information, and that they can be held to their procedural obligations even after abandoning transactions. Deals that raise no substantive issues are not immune: fines can follow even where incorrect information has no bearing on review outcomes. Kingspan has indicated that it intends to appeal the fine.

Background

Kingspan notified its proposed acquisition of Trimo, a Slovenian rival in mineral fibre sandwich panels, to the EC in March 2021. The EC opened an in-depth investigation in April 2021, but the parties withdrew the notification and abandoned the deal in April 2022 (by which point, according to press reports, the EC had been poised to block it).

In November 2022, the EC opened a separate investigation into the accuracy of Kingspan’s submissions during the merger review. A Statement of Objections alleging six infringements followed in March 2024, two of which the EC dropped after reviewing Kingspan’s response.

The legal framework

Under the EUMR, information provided to the EC must be – and must remain (unless corrected) – accurate and complete throughout the review. This applies to the Form CO, which requires detailed information on the transaction, the markets concerned and internal documents, and to all subsequent RFIs, whether informal or issued by formal decision. Kingspan’s infringements arose in the Form CO as well as in replies to RFIs.

Article 14(1) EUMR allows the EC to fine parties up to 1% of total turnover for intentionally or negligently providing incorrect or misleading information, supplying incomplete records, or failing to correct inaccurate answers within the EC’s deadline. In addition, where a clearance decision is based on incorrect information the parties provided, the EC has the power to revoke its decision under Article 6(3) EUMR.

The infringements

While the full decision is not yet public, the infringements concerned four topics central to the EC’s competitive assessment of the deal:

• Penetration rates. Kingspan gave misleading information about how it tracked penetration rates for mineral fibre sandwich panels – an important metric to show product usage.
• Bidding data. Kingspan gave incorrect or misleading information about the availability of bidding data – important evidence of closeness of competition.
• R&D activities. Kingspan gave incorrect or misleading information about its R&D in mineral fibre sandwich panels – important to understand market positions.
• Board involvement. Kingspan misstated its board members’ involvement in the Trimo deal, other planned acquisitions, and industry trends and strategy – matters that shape which internal documents the EC requests.

A stronger focus on procedural compliance

The Kingspan decision forms part of a broader set of procedural fines imposed by the EC and national authorities in the recent past.

In the context of merger control enforcement, the EC has penalised a range of misleading conduct, including Facebook (€110 million, 2017) for misrepresenting its technical ability to match Facebook and WhatsApp user accounts; General Electric (€52 million, 2019) for omitting a turbine in development; and Sigma-Aldrich (€7.5 million, 2021) for withholding an innovation project linked to its divestment remedy. In each case, the information was found to be inaccurate or incomplete, and the EC imposed a fine on the companies concerned – even where, as for Facebook and GE, correct information would not have changed the outcome of its review.

In addition, the EC continues to investigate whether KKR provided incorrect or misleading information during the review of its acquisition of NetCo, which the EC cleared unconditionally in 2024.

Interestingly, the referenced cases all concerned deals that closed following the EC’s investigation and clearance decision. By contrast, the EC’s decision to fine Kingspan demonstrates that abandoning a deal does not end exposure for what was said during the review.

The Kingspan decision also fits a broader trend of strict enforcement of procedural obligations by the EC. For instance, the EC fined IFF €15.9 million in 2024 after a senior employee deleted WhatsApp messages with a competitor during an antitrust dawn raid, and EU courts upheld the EC’s record gun-jumping fine on Altice (reduced to approximately €115 million).

National competition authorities are taking a similar line. In 2024, the CMA fined Tereos for a “narrow, artificial interpretation” of a CMA notice requiring board minutes and internal documents. The CMA can now fine up to 1% of worldwide turnover for such failures. In 2025, the Italian Competition Authority fined PAC 2000A for providing inaccurate and misleading market share information.

Key takeaways for merging parties

The Kingspan fine is emblematic of a larger trend towards more stringent enforcement of procedural rules, particularly in the context of merger reviews. While merger procedure allows for some leeway and discretion on both sides of the review process (for authorities and parties), this discretion must be exercised with a sufficient degree of diligence and appropriate circumspection. This applies equally where the EC is unlikely to find competition concerns – Facebook and GE were fined although their acquisitions were cleared unconditionally, and unconditional clearance did not preclude investigation into KKR/NetCo.

As a consequence of more stringent procedural enforcement, merging parties should review their internal document production and information gathering practices early in the deal planning stage. Merging parties should make their relevant employees aware of potential disclosure requirements vis-à-vis the EC or other competition authorities, and implement appropriate internal processes to safeguard legitimate business interests.

When relevant information is provided to the EC or national competition authorities, merging parties should analyse the precise content of their relevant information provision obligation and make sure that all submissions to the EC are accurate and complete. Moreover, merging parties must ensure past submissions remain accurate throughout the merger review process: where facts change over the course of a review, the EC may penalise a party’s failure to correct the record or provide an update.