Introduction
On 8 October 2026, the European Commission announced that it had fined of the Irish building materials company, Kingspan Group €40 million for providing incorrect and misleading information during its review of Kingspan’s proposed acquisition of Trimo. The fine underlines the importance of accuracy and completeness in merger control filings. Parties notifying transactions must provide regulators with reliable information throughout the review process, particularly where the information concerns market definition, competitive dynamics, or the parties’ internal assessment of the transaction.
Background
Kingspan notified the transaction on 3 March 2021 under the EU Merger Regulation, following an Article 4(5) referral. The Commission opened an in-depth Phase II investigation on 12 April 2021, after raising concerns about the impact of the proposed transaction on several insulation panel markets. Kingspan withdrew the notification and abandoned the transaction in April 2022.
The Commission subsequently opened a separate investigation in November 2022 into whether Kingspan had intentionally or negligently supplied incorrect or misleading information. A March 2024 statement of objections alleged six instances of incorrect or misleading information. Following a supplementary statement of objections, the Commission dropped two allegations and found four infringements, imposing €10 million for each infringement.
The Infringement
The information at issue went to core aspects of the merger assessment. The Commission found misleading information about how Kingspan tracked penetration rates for mineral fibre sandwich panels against competing insulation materials, an issue relevant to market definition. It also found incorrect or misleading information about bidding data, which can be important evidence of head-to-head competition in tender markets. According to the Commission, Kingspan asserted that key documents did not exist, misrepresented facts, or claimed that information only Kingspan could provide was impossible to produce. The Commission treated the infringements as serious, found the conduct at least negligent, and considered the €40 million total to be proportionate and deterrent.
Kingspan has said that it will appeal and has also stated that it fully cooperated with the Commission, that the Trimo filing was unusually onerous due to the volume of information sought and the conditions during the COVID-19 period, and that the matter was not representative of its wider relationship with the Commission, noting other Kingspan clearances since 2020.
Prior Commission practice
The Kingspan decision is only the fourth occasion on which the Commission has fined a company for incorrect or misleading information since the EU Merger Regulation entered into force. The previous cases were Facebook/WhatsApp, where Facebook was fined €110 million; GE/LM Wind, where General Electric was fined €52 million; and Merck/Sigma-Aldrich, where Sigma-Aldrich was fined €7.5 million. The Commission has also opened a formal investigation into whether KKR supplied incorrect or misleading information during the review of KKR/NetCo.
The Legal Basis for the Fine
The fine rests on Article 14(1) of the EU Merger Regulation (EUMR). That provision allows the Commission to impose fines of up to 1% of aggregate turnover where an undertaking intentionally or negligently supplies incorrect or misleading information in a notification, or in response to an Article 11(2) request, or supplies incorrect, incomplete, or misleading information in response to an Article 11(3) decision. The amount of any fine is assessed by reference to the nature, gravity, and duration of the infringement.
Takeaways for Irish Business
Businesses involved in EUMR filings should treat statements that documents do not exist, data is unavailable, or information cannot be produced as high-risk assertions. Those assertions should be made only after a thorough and comprehensive search and internal verification, particularly where board materials, strategy documents, bidding records or research and development material may provide relevant evidence.
Although the Kingspan fine was imposed by the European Commission under the EUMR, Irish merger control also addresses inaccurate or incomplete notifications, albeit through different means. Under section 18(12) of the Competition Act 2002, as amended, a notification is invalid where information provided or a statement made is false or misleading in a material respect, or where the CCPC considers that the required details or requested information have not been provided, and any determination made on foot of such a notification is void.
And while the Act does not confer on the CCPC a power to impose an administrative fine comparable to Article 14(1) EUMR for supplying incorrect or misleading information, Section 18(9) prescribes criminal offences for failing to notify, or to supply required information, within the specified period.
Conclusion
The decision underscores that businesses preparing merger notifications should treat information-gathering, verification and response management as core and essential parts of the transactional steps.
For more information, please contact John Gaffney or your usual contact in Beauchamps LLP.
