Other BriefingsSAMR’s Extraterritorial M&A Review: Five Enforcement Trends Foreign Deal Teams Must Prepare For
China’s antitrust regulator, the State Anti-Monopoly Bureau under the State Administration for Market Regulation, has established itself as one of the world’s most consequential antitrust regulators for cross-border M&A. By analyzing five major conditional approvals granted in 2025, we identify the key China merger control conditions that deal teams must anticipate and plan for before signing any cross-border transaction with China exposure.
For any deal with a meaningful China presence, whether or not the transaction meets the mandatory filing thresholds, the relatively young antitrust arm of China’s State Administration for Market Regulation (SAMR) has demonstrated both the authority and willingness to impose binding conditions.
Recent cases show that conditions routinely include supply commitments to Chinese customers, divestiture of China-facing business units, and behavioral restrictions tailored to protect China’s domestic market. Review timelines frequently exceed statutory limits. In some cases, SAMR will require notification even where thresholds are not formally triggered.
Five major cross-border transactions granted conditional approval by SAMR in 2025, analyzed below, illustrate how SAMR’s review process works in practice and what deal teams should build into their planning from the outset.
Five key themes emerge from SAMR’s 2025 conditional approvals:
- Supply chain commitments for transactions involving critical imports to China (such as soybeans, lithium, and copper);
- Divestiture requirements where the combined market share would substantially reduce competition in technology sectors;
- A new stop-the-clock mechanism that routinely extends review timelines well beyond statutory limits;
- China-specific behavioral conditions designed to protect Chinese customers and supply chain partners were folded into almost every approval; and
- Mandatory notification that can apply even where the standard filing thresholds are not met.
|
Conditional Approvals* for M&As Granted in 2025 |
||||
| Transaction | Industry | Behavioral remedies | Structural remedies | Supply chain conditions |
| Synopsys’s acquisition of Ansys | Semiconductors |
|
(Same as US, EU remedies):
|
None |
| Bunge’s acquisition of Viterra | Agriculture |
|
None |
|
| ANA’s acquisition of Nippon Cargo Airlines (NCA) | Aviation |
|
Transfer up to 7 weekly cargo flight slot pairs on the Shanghai Pudong–Tokyo Narita route to the first new entrant that cannot obtain slots within 30 minutes of its desired times through normal IATA coordination, subject to conditions; transfer must be completed within 6 months or handed to a trustee-designated new entrant within a further 3 months | None |
| Keysight’s acquisition of Spirent | Electronic testing/measurement equipment | None |
|
None |
| Joint venture between Codelco and SQM | Mining/chemicals |
|
None |
|
| *Excludes confidential conditions. | ||||
1. Supply chain commitments to protect China’s critical commodity imports
For M&As involving companies providing critical products to China, SAMR is stipulating conditions to ensure the stable and continuous supply of goods to China and Chinese customers.
The approval of US agribusiness company Bunge’s acquisition of Viterra, a Canada-based global grain trader, and the merger between Chile’s state-owned copper producer Codelco and SQM, a Chilean lithium and specialty chemicals company, was subject to conditions designed to ensure the continued supply of critical products to Chinese customers, as well as contingency measures aimed at preserving supply chain stability in the event of global shortages.
Both of these transactions involve companies providing critical supplies to China – soybeans and other grains in the Bunge case, and copper in the case of the Codelco-SQM merger.
China is hugely reliant on imports of both soybeans and copper to meet its domestic demand, and external market concentration is therefore of key interest to the country’s national security.
For this reason, the approval of these concentrations included explicit behavioral conditions to ensure supply. Notably, in the event of a global crop shortage, the company must report the situation to SAMR and make utmost efforts to ensure continued supply to Chinese customers.
In the Codelco-SQM merger, the volume of annual supply must not fall below a certain undisclosed amount unless there is insufficient demand, while the annual average price must not exceed an undisclosed percentage of the benchmark market price. In the event of significant changes in supply, the JV must also make reasonable and utmost efforts to continue supplying lithium carbonate products to Chinese customers, and must also establish a special problem-solving team and report the situation to SAMR.
What this means for deal teams: For transactions in sectors where China has significant import dependency, including energy, agriculture, metals, semiconductors, and specialty chemicals, companies should expect SAMR to seek binding supply commitments that go beyond what other major jurisdictions would require for the same deal. These obligations will likely involve pricing constraints, volume floors, and reporting mechanisms. Assessing these potential conditions at the term sheet stage, not after signing, is strongly advisable.
2. Structural remedies to address market concentration in technology sectors
Two of the cases have explicit divestiture conditions to ensure that competitive market structures are preserved following the concentration, thus restoring the rivalry that would otherwise be lost.
In its review of US-based electronic design automation (EDA) software company Synopsys’ acquisition of Ansys, a US engineering simulation software provider, SAMR found that the transaction could potentially eliminate or restrict competition in several key markets, particularly those for optical and photonic simulation software. Similarly, in its review of US electronic test and measurement equipment manufacturer Keysight Technologies’ acquisition of Spirent Communications, a UK-based telecommunications testing and network assurance company, SAMR concluded that the concentration could eliminate or restrict competition in the global and Chinese markets for high-speed Ethernet testing products, as well as in the Chinese market for cybersecurity testing products.
- In the Synopsys case, the company must divest Synopsys’ entire optical and photonic device simulation business and Ansys’ technologies’ R&D, distribution, licensing, and sales businesses related to power analysis software.
- In the Keysight case, the company must divest Spirent’s high-speed Ethernet testing business and cybersecurity testing business to VIAVI Solutions, including all assets and employees necessary to maintain the current operation of these businesses or ensure their continued existence and competitiveness. This latter requirement aligns with the US Justice Department’s structural solution to antitrust concerns raised as a result of the merger.
The convergence between SAMR’s structural remedies and those required by the US and EU in the same transactions is notable. It reflects that where combined market shares are sufficiently dominant, the competitive harm is a genuine global issue that regulators across jurisdictions independently identify and address in substantially the same way. However, SAMR will invariably add behavioral conditions that are specific to protecting Chinese customers and partners.
What this means for deal teams: Where a transaction involves high combined market shares in technology-sensitive sectors with a China presence, particularly EDA software, testing and measurement, semiconductors, or telecoms, deal teams should model divestiture scenarios as a baseline planning assumption, not a contingency. The structural remedy required by SAMR is likely to resemble those imposed by the DOJ or EC, but SAMR will add behavioral conditions on top.
3. Extended review timelines under the stop-the-clock mechanism
The cases provide clear examples of how SAMR is utilizing the new stop-the-clock mechanism introduced in the 2022 revision of the Anti-Monopoly Law (AML).
Article 32 of the revised law allows SAMR to suspend the statutory review period for a concentration of undertakings in any of the following circumstances:
- The undertakings fail to submit the required documents and materials, rendering the review impossible;
- New circumstances or facts arise that have a significant impact on the review, which without verification renders the review impossible;
- The undertakings request a suspension as a further evaluation of the restrictive conditions attached to the concentration is required.
Article 32 also stipulates that the review period resumes from the date the circumstances for the suspension cease to exist.
In all five cases, the review period was suspended for periods ranging from two months to more than 17 months, with the longest suspension – exceeding 17 months – occurring in the review of ANA Holdings’ acquisition of Nippon Cargo Airlines, a transaction between two Japanese airline operators.
While SAMR does not specify the reason for the suspensions, the consistency with which this clause is invoked serves to illustrate that review processes are highly likely to significantly exceed the statutory time limits on the review process.
What this means for deal teams: Statutory review periods (30, 90, or 180 days depending on the phase) should not be used as the basis for deal timelines or calculating sunset clauses. Companies should build in a buffer of at least six months beyond the statutory limit, and ensure that transaction documentation, including sunset clauses, material adverse change clauses, exclusivity provisions, is structured to accommodate a review that may extend significantly beyond what the formal timetable suggests.
4. China-specific behavioral conditions to protect domestic customers
When looking at the disclosed conditions, four of the five cases involved behavioral remedies to protect Chinese consumers. This means companies with a presence in the Chinese market that engage in global M&A must take into account the protection of existing local customers when assessing the full compliance burden of a transaction.
In all four cases, the new entities had to ensure continued supply to existing Chinese customers under FRAND principles and agree to renew contracts upon request. In certain cases, such as the Synopsys/Ansys deal, the entity is not permitted to bundle products or prevent customers from purchasing or using the products from the two companies independently.
What this means for deal teams: Any company with a meaningful China business, even as a secondary market, should conduct a China-specific customer impact assessment as part of M&A due diligence. This assessment should identify existing Chinese customer contracts, commercial terms, and supply relationships that SAMR may seek to protect through behavioral conditions. Early engagement with legal counsel on likely SAMR conditions can reduce the risk of conditions that constrain the commercial rationale of the deal after closing.
5. Mandatory notification for deals below standard filing thresholds
In the conditional approval of Synopsys’ acquisition of Ansys, SAMR noted that while the transaction did not meet the State Council’s threshold for requiring reporting, there was evidence proving that the transaction “has or may have the effect of excluding or restricting competition,” SAMR requested Synopsys to submit a written report on this transaction. Under Article 3 of the Provisions of the State Council on the Standards for Filing Concentrations of Undertakings (Revised 2024), companies are required to notify the State Anti-Monopoly Bureau of a planned M&A in advance if any of the following circumstances apply:
- The combined global turnover of all undertakings participating in the concentration in the previous fiscal year exceeded RMB 12 billion (US$1.8 billion), and at least two of the undertakings had a turnover in China exceeding RMB 800 million (US$118.2 million) in the previous fiscal year;
- The combined turnover of all undertakings participating in the concentration in China in the previous fiscal year exceeded RMB 4 billion (US$590.9 million), and at least two of the undertakings had a turnover in China exceeding RMB 800 million in the previous fiscal year.
Meanwhile, Article 4 stipulates that even where the above thresholds are not met, if “there is evidence proving that the concentration has or may have the effect of excluding or restricting competition”, a notification will still be required.
In the case of Keysight’s acquisition of Spirent, while the transaction also did not meet the threshold for mandatory reporting, the two companies voluntarily filed the report under the non-simplified procedures. This means the total time from reporting to the conditional approval was significantly shortened compared to the Synopsys case, with time between the initial filing and SAMR’s acceptance of the documents taking less than four months, compared to almost seven months between SAMR requesting the report and the final filing being accepted in the Synopsys case.
This means voluntary disclosure may be advisable in cases where a transaction falls below the mandatory notification thresholds but could plausibly be found to restrict or exclude competition in China, particularly where the companies involved hold significant market positions in sectors of strategic interest to China.
What this means for deal teams: Companies should assess SAMR filing obligations based on commercial substance and market position in China, not solely on whether turnover thresholds are formally triggered. Where a transaction involves companies with significant market positions in sectors of strategic interest to China, such as technology, agriculture, energy, critical materials, and financial infrastructure, voluntary early filing is likely to be the better-risk option. The Keysight/Spirent case suggests that proactive engagement with SAMR can meaningfully shorten review timelines compared to waiting for SAMR to initiate a filing request unilaterally.
How Dezan Shira & Associates can help
SAMR’s review process is consequential from the earliest stages of deal structuring, not just at the regulatory filing stage. Companies engaged in, or contemplating, cross-border M&A with China exposure should assess potential SAMR filing obligations, likely conditions, and realistic review timelines before signing, not after.
Dezan Shira & Associates’ legal advisory and M&A teams advise on the China regulatory dimensions of cross-border transactions, including SAMR filing strategy, condition modeling, and post-approval compliance. Contact our legal advisory team to discuss how a SAMR review may affect your transaction.
Navigating M&A transactions in Asia involves regulatory challenges, limited transparency, and complex market entry conditions. Our mergers and acquisitions advisory team delivers strategic, cross-functional support to help clients identify value-driven targets, manage risk, and build strategic partnerships across the region.
About Us
China Briefing is one of five regional Asia Briefing publications. It is supported by Dezan Shira & Associates, a pan-Asia, multi-disciplinary professional services firm that assists foreign investors throughout Asia, including through offices in Beijing, Tianjin, Dalian, Qingdao, Shanghai, Hangzhou, Ningbo, Suzhou, Guangzhou, Haikou, Zhongshan, Shenzhen, and Hong Kong in China. Dezan Shira & Associates also maintains offices or has alliance partners assisting foreign investors in Vietnam, Indonesia, Singapore, India, Malaysia, Mongolia, Dubai (UAE), Japan, South Korea, Nepal, The Philippines, Sri Lanka, Thailand, Italy, Germany, Bangladesh, Australia, United States, and United Kingdom and Ireland.
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