GTCR Faces FTC Scrutiny over Surmodics Merger
Deal News | Mar 21, 2025 | Bryan Cave Leighton Paisner LLP
The Federal Trade Commission (FTC) and Department of Justice (DOJ) Antitrust Division have brought noteworthy cases challenging mergers under the current administration. Both agencies have stuck to traditional antitrust theories, despite the introduction of new 2023 Merger Guidelines. The FTC seeks to block the acquisition of medical device coating manufacturer Surmodics by GTCR, a private equity firm, citing concerns about market concentration and competition harm. This decision is significant as it's the first under Chairman Andrew Ferguson's leadership, emphasizing a bipartisan consensus on maintaining stringent checks on mergers that could lead to monopolistic outcomes. Meanwhile, the DOJ is challenging the merger of Hewlett Packard Enterprise (HPE) with Juniper Networks, highlighting potential innovation harm. Both agencies focused on traditional competition law principles rather than innovative claims. These cases underscore that while the new guidelines exist, conventional antitrust notions still heavily influence merger assessments.
Sectors
- Private Equity
- Medical Devices
- Technology
- Antitrust Regulation
Geography
- United States – Both regulatory cases are being pursued in the United States with specific references to the U.S. market for medical device coatings and wireless networking solutions.
Industry
- Private Equity – GTCR's involvement as a private equity firm is central to the FTC's challenge of the Surmodics acquisition, reflecting scrutiny on consolidation strategies in the private equity industry.
- Medical Devices – Surmodics operates in the medical device sector, specifically in manufacturing device coatings, which is crucial to the FTC's claims of market concentration and competition harm.
- Technology – The DOJ's challenge involving HPE and Juniper concerns the technology sector, focusing on wireless networking solutions and potential innovation harm.
- Antitrust Regulation – The article revolves around antitrust regulation as both the FTC and DOJ apply traditional regulatory theories to challenge mergers.
Financials
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| GTCR BC Holdings, LLC | Bidding Company | Company | A private equity firm seeking to acquire Surmodics, a deal that is being challenged by the FTC. |
| Surmodics, Inc. | Target Company | Company | A medical device coating manufacturer involved in a proposed merger with GTCR. |
| Federal Trade Commission (FTC) | Regulator | Government | U.S. federal agency challenging the GTCR/Surmodics merger based on traditional antitrust concerns. |
| Department of Justice (DOJ) | Regulator | Government | U.S. department challenging the HPE/Juniper deal, asserting it would harm innovation and market competition. |
| Hewlett Packard Enterprise Co. (HPE) | Bidding Company | Company | A technology company involved in a proposed merger with Juniper Networks. |
| Juniper Networks, Inc. | Target Company | Company | A technology company targeted for acquisition by HPE, with concerns raised about market competition and innovation. |
| Andrew Ferguson | Chairman | Person | Chairman of the FTC overseeing the challenge against the GTCR/Surmodics merger. |