The EU Commission has alleged that Irish insulation producer Kingspan intentionally or negligently provided it with incorrect, incomplete and misleading information during a merger investigation three years ago.
The allegations relate to Kingspan’s proposed acquisition of Slovenian rival Trimo, which was announced in 2020.
The following year, the European Commission said it was opening an in-depth investigation in the planned deal.
A year later, in March 2022, the Commission issued a Statement of Objection which set out its concerns that the proposed transaction could negatively affect competition in certain building materials markets.
This, it warned, could lead to higher prices, reduce quality or result in less choice for consumers.
A month later, in April 2022, Kingspan and Trimo abandoned the planned deal.
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Later that year, in November of 2022, the European Commission opened a separate investigation looking at whether Kingspan had intentionally or negligently supplied incomplete, incorrect or misleading information during its competition probe.
Today, the Commission published a Statement of Objections which takes the preliminary view that the Co Cavan-based company did intentionally, or negligently, provide incorrect, incomplete and misleading information with respect to basic facts related to Kingspan’s internal organisation.
The Commission also claims that Kingspan provided incorrect, incomplete and misleading information with respect to basic facts aimed at assessing the scope of the relevant product and geographic market, the existence of barriers to entry and expansion, the importance of innovation and the closeness of competition between Kingspan and Trimo, and their competitors.
“In the context of merger procedures, the parties have an obligation not to provide incorrect, incomplete or misleading information to the Commission, both when notifying a transaction and in reply to Commission’s requests for information,” the Commission said.
“Notifications and information requests are indeed the primary sources of information for the Commission’s review of mergers and acquisitions,” it said
“Their accuracy and completeness are therefore essential for an effective assessment,” it added.
If the Commission does conclude that Kingspan intentionally, or negligently, provided wrong, incomplete of misleading information to it, it can fine the company up to 1% of its annual worldwide turnover for each instance.
Last year Kingspan had revenue of €8.1 billion.
The Commission has informed the company in writing and it can now examine the documents the Commission holds, reply and request an oral hearing.
“Companies must supply accurate and complete information during our merger investigations. This is essential for merger reviews to remain both speedy and effective,” said Margrethe Vestager, Executive Vice-President in charge of competition policy.
“In this case we are concerned that Kingspan may have provided incorrect, incomplete and misleading information during our review of its acquisition of Trimo,” she added.
In a statement, Kingspan said it noted the preliminary statement by the European Commission.
The company said it has made its “best endeavours” to provide the Commission with all the information it requires in a timely and complete fashion and will continue to do so.
It added that it does not agree with the Commission’s preliminary conclusions but will reflect carefully on them and work with legal advisers in formulating a response.
“Kingspan has fully co-operated with the Commission throughout the period relating to the Trimo process, which commenced in September 2020, continued until Kingspan withdrew from the process in April 2022, and was followed by the EU Commission’s investigation which opened in November 2022,” it said.
“This Trimo application was unusual and uniquely onerous given both the level of information sought and the fact that the process occurred during Covid,” the company stated.
“It is in no way representative of the long and productive relationship that Kingspan has with the European Commission,” it said.
“Since the Trimo process began in 2020 Kingspan has secured four successful clearances, supporting investments by Kingspan in energy-efficient and low-carbon buildings that are essential to the European Commission’s Green Transition,” it added.
Since the Trimo deal, Kingspan has secured EU antitrust approval for four other acquisitions.
Kingspan’s shares were lower in Dublin trade today.
