Safran obtains conditional approval for $1.8 billion acquisition of Collins Aerospace's flight control business

Compass Lexecon advised leading French aerospace company, Safran S.A. (‘Safran’), in its proposed acquisition (‘the Transaction’) of the aerospace actuation and flight control business of Collins Aerospace (a business unit of RTX Corporation) (‘Target’). The Transaction was under investigation by, inter alia, the European Commission (‘EC’), the UK Competition and Markets Authority (‘CMA’) and the Brazilian Conselho Administrativo de Defesa Econômica (‘CADE’). The parties obtained all necessary regulatory approvals in June 2025.

Situation

Safran and Collins Aerospace are two major suppliers active in the design, manufacture, and sale of aerospace components. On 20 July 2023, Safran announced the contemplated acquisition of the aerospace actuation and flight control business of Collins Aerospace from RTX. The Transaction allows Safran to benefit from a complementary product offering and to strengthen its position in flight control and actuation systems for commercial aircraft, helicopter, and military programs.

Our Role

The Compass Lexecon team was involved in the merger proceedings since the pre-notification phases before the European Commission, the UK CMA and the Brazilian CADE. Our team assisted Safran and the Target (‘the Parties’) in preparing the merger filings and responding to the authorities’ Requests For Information (‘RFIs’) by assessing market shares and closeness of competition between Safran and the Target in markets with horizontal overlaps and/or vertical linkages.

We assessed the Parties’ market shares based on a market reconstruction approach involving the production of a dataset comprising all active aircraft programs, volumes and delivery schedules and the identification of suppliers and unit prices for each component under scrutiny. Scrutinised markets included, among others, trimmable horizontal stabilizer actuation systems (‘THSA’), secondary flight control actuators, thrust reversers actuation systems, thrust reversers, and nacelles.

We also assessed closeness of competition by means of a tender/opportunity analysis identifying where the parties had been direct competitors of each other. This assessment led the competition authorities to eventually focus their competitive assessment on a single area of concern, the supply of THSA, where the parties proposed remedies.

Outcome

Safran offered to divest the entirety of its North American THSA business and some other activities, which includes sites in Canada and in the US, as well as assets in Mexico. Conditional upon these undertakings limited to THSA activities, the EC and the CMA approved the deal in Phase I in April and June 2025, respectively.

The Team

The Compass Lexecon team was led by David Sevy and Jeremiah Juts. They were supported by Cindy Nah, Hippolyte Brosse, Claire Kraemer, Santiago Fiallo-Acevedo and Kirsten Day. They worked closely with Safran’s external counsels from BDGS Associés led by Maria Trabucchi (for EU work) and Baker McKenzie led by Samantha Mobley (for UK work), as well as Collins Aerospace’s external counsel from Cleary Gottlieb Steen & Hamilton led by Christopher Cook (EC) and Paul Gilbert (CMA).