European Commission Sends Statement of Objections to KKR
The European Commission has stated that it has informed KKR & Co. Inc. of its preliminary view that the company may have provided incorrect or misleading information in the merger control proceedings concerning the acquisition of NetCo. The review of the concentration under the EU Merger Regulation forms the basis of the matter.
The proceedings concern the concentration registered with the Commission under case number M.11386 – KKR/NETCO. The acquisition was cleared in 2024 under Article 6(1)(b) of the EU Merger Regulation. According to the published information, KKR notified the Commission of its acquisition of sole control over NetCo on 19 April 2024; clearance was granted on 30 May 2024 without conditions.
The statement of objections now sent does not yet constitute a final decision by the Commission. It is a procedural step by which the Commission communicates its preliminary assessment and gives the company concerned an opportunity to comment.
Subject Matter of the Proceedings under the Merger Regulation
Review of the NetCo Acquisition in 2024
The acquisition of NetCo by KKR concerned competitors’ access to both the copper network and the fibre network. In connection with FiberCop, TIM’s primary network from the exchange to the street cabinet and the secondary network through to the end customer were combined. Before the transaction, FiberCop was a joint venture between TIM and KKR.
The transaction volume is reported in the media as being up to EUR 22 billion, corresponding to around USD 24.7 billion. The Commission cleared the concentration in 2024 without conditions.
Importance of Accurate Information in Merger Control Proceedings
Companies notifying a concentration to the European Commission must submit the information required for the review accurately and completely. The Commission bases its competitive assessment to a significant extent on the information provided by the companies involved as well as on further findings from the market.
According to the Commission, there is a suspicion that KKR may have provided information in the earlier proceedings that was material to the competitive assessment. The authority is examining whether the information relating to the existing wholesale access agreements was accurate.
Preliminary Allegation Regarding Wholesale Access Agreements
Statements on the Possibility of Amending Existing Agreements
According to the published information, the Commission’s preliminary assessment focuses on KKR’s responses concerning the terms of existing long-term wholesale access agreements. In particular, the issue is said to have concerned the statement that these agreements could be amended only by mutual consent with the other operators.
The Commission’s preliminary view is that this information may have been incorrect or misleading. This assessment has not yet been finally established. The presumption of innocence, or the principle that allegations are not deemed proven until a final decision has been issued, must be observed.
Indications of Subsequent Price Changes
According to the available reports, the responsible Executive Vice-President Teresa Ribera stated that the evidence available to the Commission indicated that, after the concentration, KKR may have in some cases significantly increased prices for existing wholesale broadband customers.
According to media reports, the operators affected by, or complaining about, the FiberCop price increases include, among others:
- Telecom Italia,
- Fastweb,
- Vodafone,
- Iliad,
- Wind Tre.
In this respect as well, the information forms part of ongoing proceedings. The statement of objections does not entail any final finding by the Commission.
Procedural Status and KKR’s Rights
Formal Investigation Since July 2025
According to the published information, the formal investigation into potentially incorrect information was opened on 24 July 2025. It was reportedly prompted by complaints from several third-party providers. The statement of objections was sent to KKR on Monday, 19 October 2026.
In the statement of objections, the Commission sets out the concerns it has on the basis of its review to date. This step also serves to safeguard the rights of defence of the company concerned.
Response and Hearing
KKR will now be granted access to the file, may respond in writing to the statement of objections, and may request an oral hearing. According to the published information, there is no fixed deadline for the adoption of a final decision.
KKR expressly disputes the preliminary assessment. According to the available reports, the company considers the information provided in 2024 to have been accurate and has announced that it will firmly contest the allegations in its response to the statement of objections.
Possible Consequences if the Allegations Are Confirmed
Fine under the EU Merger Regulation
If, after completion of the proceedings, the Commission concludes that KKR intentionally or negligently provided incorrect or misleading information, a fine may be imposed. According to the published information, this may amount to up to 1 percent of total worldwide annual turnover.
Such a sanction requires a final finding by the Commission. At present, there is only a preliminary assessment.
Possibility of Revoking a Clearance Decision
In addition, the Commission may revoke a clearance decision if it is based on incorrect information for which one of the parties is responsible. This, too, is subject to the requirements of the EU Merger Regulation and depends on the further review.
The statement of objections therefore does not mean that a fine or revocation has already been determined. Rather, it marks a further step in an administrative procedure of the European Commission.
Relevance for Companies in Transactions
The proceedings illustrate the importance of reliable, precise and consistent information in merger control proceedings. Particularly in complex transactions involving long-term contractual structures, regulated markets or access rights for competitors, the description of individual contractual terms may be material to the competitive assessment.
For companies, investors and private equity firms, European merger control law is therefore a central component of transaction planning. MTR Legal Rechtsanwälte advises clients on issues at the intersection of competition law, corporate law and transactions. For legal questions concerning merger control proceedings and regulatory reviews, MTR Legal offers individual legal advice in competition law.
