XXXLutz and Porta, investigate because they might have started the takeover before the Commission's approval.

The European Commission is checking whether XXXLutz and Porta have started to implement the acquisition announced in January 2025 before the transaction is notified and authorized. The investigation targets possible actions such as coordinating operations, influencing Porta's daily activities, or exchanging sensitive commercial information. If the rules have been violated, the companies risk fines of up to 10% of their total global turnover.

The European Commission has opened a formal investigation to determine whether XXXLutz and Porta have begun to implement the acquisition before the transaction is notified and approved. European rules require companies to remain independent until the Commission checks whether a merger or acquisition may affect competition.

In short, XXXLutz and Porta announced the transaction on January 7, 2025, but the acquisition has not been officially notified to the European Commission. The institution's preliminary assessment shows that the operation has a European dimension and should be notified.

The Commission is checking whether the companies have violated the suspension obligation, which is the rule that prohibits them from starting the acquisition before authorization. Possible actions that could have changed control over Porta are targeted. The violation may include coordinating operations, influencing the daily activities of the acquired company, or exchanging sensitive commercial information before approval. The rule protects the merger control process. If companies start to act as a single group before authorization, the Commission may end up analyzing a market already changed by the transaction.

If intentional or negligent violation is proven, the Commission can impose fines of up to 10% of the total global turnover of the companies. The opening of the investigation does not mean that they have been found guilty.

The Commission is investigating a possible case of "gun jumping," a term used in competition law for the premature implementation of a merger or acquisition. The issue is not whether the parties have signed an agreement, but whether they have begun to behave as if the transaction had already been completed.

The EU regulation on economic concentrations requires companies to notify the Commission of transactions that exceed certain thresholds and have effects in multiple member states. Until the operation is approved, the buyer and the target company must continue to operate separately.

This obligation is important because it allows the Commission to analyze the effects of the acquisition before the market is modified. If companies are already coordinating prices, sales, strategies, or daily activities, the commercial independence of the acquired company may be reduced before the competition authority decides whether the transaction can proceed.

The Commission shows that the possible violation is not limited to the formal transfer of shares. It may include coordinating operations, influencing Porta's daily decisions, or exchanging sensitive commercial information between parties.

XXXLutz and Porta announced the acquisition on January 7, 2025. The transaction has not been officially notified to the Commission, but the institution preliminarily considers that the operation has a European dimension and falls under its control.

The Commission says it has learned of behavior that raises questions about compliance with the suspension obligation. The institution has informed the two companies about the opening of the procedure but did not specify what concrete actions triggered the investigation.

The investigation into premature implementation is separate from the analysis of the effects of the acquisition on competition. The former checks whether the companies complied with the procedure before authorization. The latter would determine whether the transaction could reduce competition in the furniture, household products, electronics, and appliances market.

The separation of the two procedures means that a transaction may not raise major competition issues, but companies can still be sanctioned if they have started to implement it before approval. At the same time, the procedural investigation does not determine whether the acquisition itself will be authorized or blocked.

XXXLutz is headquartered in Austria and sells furniture, household products, electronics, and appliances in several European countries. The group operates the brands XXXLutz, Mömax, Roller, Braun, Home24, and Möbelix. Its shareholders also hold controlling stakes in POCO, But, and several Conforama companies.

Porta is headquartered in Germany and operates under the brands Porta Möbel, SB Möbel Boss, and Möbel LETZ. The company is also present in the Czech Republic and Slovakia through ASKO.

The Commission can impose fines of up to 10% of the total global turnover if it determines that the suspension obligation was intentionally or negligently violated. The institution must now determine what actions XXXLutz and Porta undertook and whether they resulted in a change of control before authorization.

https://2eu.brussels/ro/news/xxxlutz-si-porta-investigate-pentru-ca-ar-fi-inceput-preluarea-inainte-de-aprobarea-comisiei