INTRODUCTION
In August 2025, the European Commission approved Just Eat Takeaway.com’s merger with Prosus (a subsidiary of Naspers) (the JET/Prosus case) – but only subject to several binding commitments designed to safeguard competition. This conditional clearance was driven by the fact that Prosus (Naspers’ Dutch arm) held a 27.4% stake in JET’s rival, Delivery Hero, a structural link that raised concerns. In this article, we examine the Commission’s decision and the important legal and strategic lessons for careful merger control planning and robust competition law compliance for businesses in Ireland.
STRUCTURAL LINKS MAY BE VIEWED AS PROBLEMATIC
The JET/Prosus case deal illustrates how competition authorities scrutinize mergers for any ties that might harm competition. JET and Delivery Hero were direct competitors in several European markets, so the prospect of a common shareholder (Naspers) in both caused concern. The Commission concluded that the merger, as initially proposed, would likely impede competition – it had serious doubts about the deal’s compatibility with the internal market, warning that the structural links could decrease JET’s incentive to compete and increase the likelihood of coordination between JET and Delivery Hero.
To resolve these concerns, Naspers (through Prosus) offered a number of commitments to effectively sever the problematic link. Notably, it agreed to significantly sell down its shareholding in Delivery Hero to a “very low” percentage within 12 months. Additionally, Naspers pledged to relinquish all influence and rights in Delivery Hero – it will no longer be Delivery Hero’s largest shareholder and will not exercise any voting rights in its remaining minority stake. With these binding commitments in place, the Commission was satisfied that competition and consumer choice would be preserved. The merger was therefore approved on a conditional basis, with the Commission making clear it will monitor full compliance with the agreed conditions.
IMPLICATIONS FOR MERGER CONTROL
Merger control laws in the EU and Ireland are designed to prevent transactions that could substantially lessen competition. If overlaps or structural links (like a stake in a competitor) are present, companies should expect regulatory scrutiny. A key lesson from the JET decision is that even minority shareholdings in a competitor can draw antitrust scrutiny – an aspect often overlooked by merging firms.
The JET/Prosus case also demonstrates that authorities are prepared to impose or accept structural remedies to cure competition problems. Irish experience reflects this as well: the CCPC frequently clears mergers only after the parties commit to binding undertakings (such as selling off parts of the combined business) to address competition issues. In the past, the CCPC has accepted formal divestment commitments – including requiring the sale of a business and of several retail outlets – which paved the way for approval of those deals.
Conversely, if no effective remedy is available, regulators will not hesitate to prohibit a merger outright where it could substantially lessen competition. The Irish authority demonstrated this by blocking a 2024 deal that would have given one company over 90% market share in airport car parking – a level of dominance the CCPC found would harm consumers (e.g. through higher prices).
WHAT CAN YOU DO NOW?
To navigate this environment, companies – especially those active in Ireland or the EU – can take the following practical steps:
- Plan Ahead for Merger Control: Before any merger or acquisition, conduct a thorough competition assessment. Identify overlapping products/services and any cross-shareholdings or interlocking relationships with competitors that could raise issues.
- Engage with Advisors and Regulators: In complex cases, engage a competition law advisor early and consider informal talks with the regulators. The CCPC and EU Commission often welcome pre-notification discussions to flag concerns and possible remedies and transparency and cooperation can help build trust.
- Be Prepared to Offer Remedies: If your deal could potentially be seen to lessen competition, be ready to propose mitigating measures. This might mean agreeing to divest a part of the business or, as in the JET/Prosus case, to sell off conflicting shareholdings or alter governance rights to eliminate anti-competitive links. By formulating a clear remedy plan (and lining up potential buyers if divestiture is needed), you increase the chances of a conditional clearance instead of a prohibition. Both EU and Irish authorities have shown that suitable commitments can pave the way for approval.
- Maintain a Robust Compliance Programme: Competition compliance is not just for M&A – it must be part of business culture. Ensure your team is trained on competition dos and don’ts. For example, avoid any agreements or informal understandings with competitors about prices, customers, or markets – even casual information exchanges can be problematic. And establish internal protocols for sensitive information, especially if you have minority investments or directors in other companies.
- Stay Informed on Enforcement Trends: Finally, keep abreast of changes in competition law and policy. Regulators are continually adapting their approach. Monitor guidance from the CCPC, European Commission decisions, and legal updates. Being proactive and informed will help your company anticipate regulatory concerns and adapt strategies accordingly, long before any issue becomes critical.
CONCLUSION
The JET/Prosus case serves as a timely reminder that merger control and competition compliance are now boardroom issues. With careful planning and a compliance-focused culture, businesses can pursue growth and consolidation without falling foul of competition law.
For more information, please contact John Gaffney or your usual contact in Beauchamps LLP.
