European Commission fines Kingspan 40 million euros for providing incorrect and misleading information during merger review

The European Commission has imposed a 40 million euro fine on Kingspan for providing incorrect and misleading information during the merger control review of its planned acquisition of Trimo. The fine, issued under the EU Merger Regulation (EUMR), follows an investigation into Kingspan's conduct during the 2021 review of the transaction, which the company ultimately abandoned. The Commission concluded that Kingspan committed four distinct infringements of the EUMR by providing inaccurate or misleading information, either in its merger notification form or in response to formal requests for information.

Background of the Abandoned Transaction

The transaction was first notified to the European Commission in March 2021. Both Kingspan and Trimo operate in the market for the production and distribution of mineral fibre sandwich panels, which are utilised in the construction, renovation, and insulation of various industrial and commercial buildings. In April 2021, the Commission initiated an in-depth investigation into the planned acquisition. By March 2022, the Commission had issued a Statement of Objections expressing concerns that the transaction could negatively impact competition in certain building materials markets, potentially leading to higher prices, reduced quality, or diminished choice for customers. Following these concerns, the parties abandoned the transaction in April 2022.

The Infringement Investigation and Procedural Steps

Despite the abandonment of the merger, the Commission opened a separate investigation in November 2022 to determine whether Kingspan had intentionally or negligently supplied incorrect or misleading information during the merger review. On 19 March 2024, the Commission issued a Statement of Objections, preliminarily identifying six instances where Kingspan had allegedly infringed the EUMR by providing incorrect or misleading information on key aspects of the transaction. After evaluating Kingspan's arguments in response, the Commission refined its objections in a Supplementary Statement of Objections, ultimately dropping two of the six initial allegations. The final decision establishes four distinct infringements.

The Four Distinct Infringements

The four infringements identified by the Commission concern critical aspects of the merger assessment. First, Kingspan provided misleading information regarding how it tracks penetration rates for mineral fibre sandwich panels, a metric used to demonstrate product usage relative to competitors. Second, the company supplied incorrect or misleading information regarding the availability of bidding data, which comprises records of won and lost bids used by the Commission to assess competitive dynamics within the sector. Third, Kingspan provided incorrect information regarding the involvement of its board members in the planned acquisition of Trimo, other envisaged acquisitions, industry trends, and business strategy. Fourth, the company provided incorrect or misleading information regarding its research and development activities for mineral fibre sandwich panels, which is proprietary information essential for understanding its market position.

Legal Framework and Sanctioning Policy

Under Article 14(1) of the EUMR, the Commission is empowered to impose fines of up to 1% of a company's total turnover if they intentionally or negligently supply incorrect, incomplete, or misleading information. This applies both to information provided in the initial merger notification and in responses to requests for information issued pursuant to Article 11(2) and Article 11(3) of the EUMR. In determining the fine, the Commission assesses the nature, gravity, and duration of the infringement, alongside any mitigating or aggravating circumstances, while ensuring the penalty has a sufficient deterrent effect.

The Commission's Assessment of Kingspan's Conduct

The Commission classified Kingspan's four infringements as serious because they obstructed the merger investigation and impeded a proper review of the transaction. The Commission determined that Kingspan acted at least negligently, as it could not have been unaware of its obligations under the EUMR. Specifically, the Commission found that Kingspan asserted the non-existence of key documents, misrepresented facts, and claimed it was impossible to provide key information that only Kingspan possessed. Consequently, the Commission imposed a fine of 10 million euros for each of the four infringements, resulting in the total penalty of 40 million euros, which it deemed both deterrent and proportionate.

Historical Context of EUMR Information Fines

This decision represents the fourth time the Commission has fined a company for providing incorrect or misleading information since the EUMR entered into force. Previous enforcement actions include a 110 million euro fine imposed on Facebook in May 2017 during the investigation of its WhatsApp acquisition, a 52 million euro fine on General Electric in April 2019 during its planned acquisition of LM Wind, and a 7.5 million euro fine on Sigma-Aldrich in May 2021 during Merck's acquisition of the company. Additionally, in July 2025, the Commission initiated a formal investigation to determine whether KKR provided incorrect or misleading information during the merger review of its acquisition of NetCo.

Practical Implications for Merging Parties

The decision highlights the critical importance of accuracy and transparency in merger control proceedings. As notifications and information requests serve as the primary sources of information for merger reviews, their completeness is essential for an effective assessment. Teresa Ribera, Executive Vice-President for Clean, Just and Competitive Transition, emphasised that "the accuracy of the information provided in the context of merger investigations is key for an effective and well-functioning merger control system" and stated that "there can be no compromise on disclosure and transparency." Merging parties must ensure that all submissions, including board materials, bidding data, and internal metrics, are thoroughly verified to avoid substantial financial penalties, even if the underlying transaction is ultimately abandoned.