EU Commission Opens In-Depth Review under the EU Merger Regulation
The European Commission has announced that it will subject the planned acquisition of the Porta Group by the XXXLutz Group to an in-depth review under the EU Merger Regulation (Fusionskontrollverordnung). The proceedings are being conducted under case number M.11895 – XXXLUTZ / PORTA. According to the published information, XXXLutz is to acquire control over the entire Porta Group through the acquisition of shares and assets.
According to the Commission’s communication, the in-depth review does not yet constitute a final assessment of the compatibility of the concentration with the internal market. Rather, it indicates that, following its preliminary investigation, the Commission sees competition concerns that could not be dispelled during the first review phase.
The concentration had already been publicly announced on 7 January 2025. According to the Commission, the transaction was formally notified to it on 7 September 2026. The first review phase, for which 25 working days are normally provided, thus ended after around five weeks with the Commission’s announcement that it would open the so-called Phase II.
Subject Matter of the Planned Transaction
Combination of Major Furniture Retail Groups
The intended acquisition would combine a significant number of locations and distribution lines in the European furniture retail sector. According to publicly available information, the Porta Group comprises around 140 locations in Germany, the Czech Republic and Slovakia, as well as around 6,000 employees. The brands affected include, among others, Porta, Boss and Asko.
By contrast, the XXXLutz Group operates more than 1,800 stores. The distribution lines mentioned include, among others, XXXLutz, Mömax, Möbelix, Home24, Roller and Poco. A purchase price was not publicly disclosed.
Relevance for Retail and Procurement Markets
The Commission is not only examining the effects in retail. According to the published information, the preliminary concerns also relate to procurement markets in Germany, the Czech Republic, Poland and Slovakia. In these markets, the Commission sees in particular the possibility that the buyer side’s purchasing power vis-à-vis furniture manufacturers could increase.
XXXLutz bundles procurement activities through the purchasing alliance Giga International, founded in 2015 and based in Würzburg. According to media reports, Mömax, Roller and Poco also belong to this purchasing alliance. Porta was previously affiliated with another purchasing alliance; according to the published information, Porta left that alliance at the end of 2025 and since then has no longer been able to procure or sell certain private-label models of that purchasing alliance.
Preliminary Concerns of the Commission
Competitive Pressure in Furniture Retail
According to the Commission’s preliminary assessment, the planned acquisition could reduce competitive pressure in furniture retail. According to the published information, the concerns relate in particular to the furniture discount or entry-level price segment in Germany.
The Commission is examining whether the transaction could lead to a reduction in effective competition. The key question is whether the concentration would significantly impede effective competition in the markets concerned. In this respect, the opening of the in-depth review is a procedural step and not a finding of an infringement.
Procurement from Furniture Manufacturers
In addition to the sales side, the Commission is also focusing on the procurement side. According to the published information, there are concerns that the combined corporate group could have increased purchasing power vis-à-vis suppliers. According to the information, this particularly affects Germany, the Czech Republic, Poland and Slovakia.
According to media reports from August 2026, even before the formal notification, the Commission had sent questionnaires to furniture manufacturers which, according to those reports, were connected with the question of premature cooperation between the two companies. Among other things, it is said to have asked whether XXXLutz and Porta had requested suppliers to align terms or had negotiated jointly. According to the available reports, both companies have rejected the relevant allegations.
Separate Proceedings Concerning Possible Breach of the Standstill Obligation
Distinction from the Merger Review
A separate Commission proceeding concerning a possible breach of the standstill obligation must be distinguished from the in-depth merger review. This proceeding concerns the question of whether measures were taken before the formal notification or before clearance under merger control rules that may have contributed to a change of control.
According to the published information, this proceeding was opened by Commission communication dated 10 July 2026. It is directed against XXXLutz KG, based in Wels, and the Porta Group, based in Porta Westfalica. Here too, the opening of proceedings does not constitute a finding of an infringement.
Possible Consequences if an Infringement Is Established
If the Commission were to find a breach of the standstill obligation in such proceedings, substantial fines may be considered under EU law. According to the published information, these may amount to up to 10 percent of worldwide turnover.
The presumption of innocence applies until a final administrative decision has been issued. Allegations in connection with possible so-called gun-jumping must therefore be regarded as the subject of ongoing proceedings and not as established facts.
Timetable for the In-Depth Review
In Phase II, the Commission must adopt a decision within 90 working days. According to the published information, this deadline expires no later than 25 February 2027. Within this period, the Commission may in particular request further information, question market participants and assess the effects of the concentration in greater depth.
At the end of the review, different procedural outcomes are possible. The Commission may clear the concentration, approve it subject to conditions and obligations, or prohibit it if the statutory requirements for doing so are met. At the current stage of the proceedings, it remains open which decision will be adopted.
According to media reports, XXXLutz has announced that it will provide the required information and continue its dialogue with the Commission. It was also reported that, despite possible conditions, the company expects completion by the end of March 2027 and does not envisage either closures of Porta stores or the discontinuation of the brand.
Reactions from the Furniture Industry
Clear concerns about the planned acquisition have been expressed by the German furniture industry. According to published information, the associations of the German furniture industry described the project as “dramatic news” and warned of what, in their view, would be an unacceptable concentration in German furniture retail.
Such statements by market participants and associations may play a role in a merger control review, but they do not replace the Commission’s independent competition assessment. The decisive factor remains the review under the EU Merger Regulation and the criteria provided for therein.
Significance for Companies in Concentrations
The proceedings demonstrate that concentrations with cross-border market significance are not examined solely from a sales perspective. Procurement structures, purchasing alliances and the position vis-à-vis suppliers may also be significant for the merger control assessment.
For companies, investors and shareholders, such a review can have considerable economic and timing implications. This applies in particular where, in addition to the actual merger control review, further proceedings are conducted concerning a possible breach of the standstill obligation.
MTR Legal Rechtsanwälte advises companies and investors on issues relating to concentrations, market conduct and administrative proceedings in competition law. If you have legal questions in connection with merger control reviews and competition law risks, you can find further information at Legal advice in competition law.
