CompassAnywhere merger survives antitrust scrutiny, so far

"After filing their notice, the parties must observe a mandatory waiting period, which is typically 30 days on most proposed acquisitions. During this waiting period the government agencies review the proposed transaction for potential antitrust concerns. Once the waiting period expires, the companies are free to close the transaction and no further HSR-related approval is required in order for them to be able to close the transaction."

"For Compass and Anywhere, this means that the proposed acquisition now just requires the approval of shareholders at both companies. Both firms are holding special stockholder meetings Wednesday afternoon to vote on the approval of the merger. The lack of scrutiny over the merger by the DOJ and FTC may come as a surprise to some after reports and estimates surfaced that in some major metros, the combined companies would have a market share well over 50%."

"While this is an exciting step for Anywhere and Compass, this does not mean that the transaction is immune from future antitrust scrutiny from the DOJ and FTC. In addition to looming federal regulators, the transaction is also facing pushback from some shareholders. In mid-December shareholders at Anywhere filed three separate lawsuits against the firm alleging that Anywhere made insufficient financial disclosures to its stockholders about the proposed merger."

After filing the HSR notice the parties must observe a mandatory waiting period, typically 30 days, during which government agencies review the proposed transaction for antitrust concerns. Once the waiting period expires the companies are free to close the transaction without further HSR approval. The Compass-Anywhere acquisition now requires shareholder approval at both firms through special stockholder meetings. DOJ and FTC offered no immediate scrutiny despite reports of over 50% market share in some metros, although combined national transaction volume stays below 20%. The deal remains subject to potential future antitrust review and faces shareholder lawsuits alleging insufficient financial disclosures; stock prices rose and Compass announced a $750 million convertible note offering.

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