Significant rise in merger transactions submitted to Brazil’s Antitrust Authority

In the first quarter of 2025, the Brazilian Antitrust Authority (Conselho Administrativo de Defesa Econômica – CADE) registered a steep rise in the number of merger control cases submitted for review. 174 merger transactions were filed with the authority between January and March 2025 alone, nearly a 25% increase compared to the same period in 2024 (139 transactions).

Together with this increase, there has been a noticeable shift in the profile of submitted deals. In 2024, the leading sectors among the submissions were real estate development, retail, and fuel, whereas so far in 2025, transactions in energy, the transformation industry, and agribusiness have been more prevalent. This has occurred alongside a sharp decline in real estate submissions (down from 19 to just four), possibly driven by the sector’s economic slowdown in Brazil, regulatory changes, or changes in market strategies.

The most notable merger cases have reflected companies’ strategic movements to drive structural transformations in their respective markets. JBS’s acquisition of Ovos Mantiqueira marked the global food industry leader’s entry into egg production, directly impacting the entire supply chain and competitive dynamics of the sector. In the airline industry, an expanded partnership between Delta and LATAM represented deeper integration between two important international airlines, which may influence route offerings, operational efficiency, and price setting for consumers.

In the energy sector, a transaction between Âmbar Energia and Cemig involved restructuring strategic assets with the potential to significantly alter competition, particularly in the areas of electricity generation and distribution. Other significant transactions – such as iFood’s investment in Shopper, the BTG Pactual and Julius Baer agreement, and the Iguatemi and XP Malls alliance – demonstrate diversification, consolidation, and strengthened competition in segments driven by innovation and significant competitive dynamics, such as digital retail, financial services, and commercial real estate.

CADE’s merger reviews remained efficient, with an average duration of 22 days. The average was even shorter for fast-track reviews (applicable to most simple transactions), at 15 days, while more complex transactions analyzed under the authority’s ordinary procedure took an average of 93 days.

Approval of DaVita’s acquisition of Brasnefro conditional on divestments, non‑acquisition in certain regions, and amendments to a non‑compete clause

Approved with restrictions in April 2025, DaVita’s acquisition of Brasnefro stands out among the more complex transactions carried out this year. The deal involved the highly regulated Brazilian chronic dialysis services segment, which, according to CADE, is shaped by financial and administrative barriers that limit new entry and expansion, especially for independent clinics.

CADE’s General Superintendence (GS) flagged significant competition concerns in cities such as João Pessoa, Recife, Brasília, São Paulo and Rio de Janeiro, due to DaVita’s high market share in the chronic dialysis segment. It argued this concentration could affect pricing and commercial terms with Brazil’s public health system (SUS) and private health plan providers, especially given strict entry barriers, including licensing, accreditation, and certification requirements.

The Merger Control Agreement (ACC) approved by CADE’s Tribunal imposed hybrid remedies. From a structural standpoint, DaVita agreed to divest from clinics in five critical locations (split into two blocks) to independent buyers. As for behavioral remedies, DaVita committed to:

• Appoint monitoring trustees;
• Refrain from new acquisitions in Rio de Janeiro (for four years) and São Paulo (for three years);
• Submit any future acquisition in the segment to CADE during the next five years – regardless of whether they meet the necessary thresholds – to prevent successive consolidation strategies; and
• Limit the non‑compete clause to markets affected by the transaction.

The prevailing decision among CADE’s Tribunal was to combine the up‑front buyer remedy with a trustee, ensuring the healthcare market remained competitive and open to new players without making the transaction unviable. The case illustrates CADE’s rigorous stance when reviewing transactions with possible significant concentration levels, especially in strategic sectors such as healthcare.

GS recommends remedies or rejection of transactions to CADE’s Tribunal

The GS has been challenging significant transactions in recent months, recommending the need to apply or negotiate remedies or to reject merger transactions outright. The GS’s opinions reflect in-depth reviews from the authority in strategic sectors such as telecommunications, healthcare, and pharmaceutical distribution. From CADE’s perspective, cases involving TIM/Telefônica, Purifarma/Fagron, and Unimed Cascavel/Hospital Policlínica displayed different types of concentration that could undermine competition in their respective markets.

Proposed amendments to network‑sharing agreements (RAN Sharing) that would substantially expand joint coverage between telecom companies TIM and Telefônica Brasil led the GS to recommend CADE’s Tribunal analyze the transaction, with the possibility of conditional approval upon the negotiation of remedies. The transaction would cover over 80% of Brazil’s municipalities, including areas with low competition or where only one of the companies offered 4G coverage. The lack of precise geographic delimitation and concerns that the arrangement could discourage independent network expansion raised both structural and dynamic competition concerns that could not be addressed via general commitments, such as non‑discrimination clauses or a commitment to open the infrastructure to third parties in the future. A final decision is still pending.

In the healthcare sector, the GS analyzed the Unimed Cascavel and Hospital Policlínica deal from the perspective of vertical integration effects at a municipal level. The GS considered that the integration would allow Unimed to simultaneously control health-plan offerings and hospital service provision in the same region, thereby increasing its market power. It also found that the deal would create barriers to entry and incentives to exclude rivals, limiting other health plan operators’ access to essential hospital infrastructure. As such, the GS recommended blocking the transaction, concluding that concerns were structural, inherent, and intrinsic to the deal’s configuration and could not be addressed by remedies. In handing down a decision in June, CADE’s Tribunal approved the transaction with a package of behavioral remedies that included commitments from the parties to:

• Maintain Unimed Cascavel’s contracts with other local hospitals for ten years;
• Equal treatment for service providers;
• Refrain from new acquisitions of general hospitals in the city of Cascavel for five years;
• Carry out investments in Hospital Policlínica to improve infrastructure and increase the availability of services; and
• Implement governance and open‑door policies to allow the authority to oversee the commitments.

In the pharmaceutical sector, the GS suggested Fagron Group’s acquisition of Purifarma would result in a combined market share of over 50% in a highly concentrated market with entry barriers and portfolio power. The GS concluded that the transaction could lead to price increases, a reduction in product variety, and unfavorable commercial terms for compounding pharmacies, while limiting access by smaller competitors to key inputs. Taking the view that no remedies could sufficiently restore or preserve competition, the GS recommended blocking the transaction. CADE’s Tribunal is yet to render its decision.

The cases mentioned above illustrate the GS’s rigorous approach to merger control, particularly in strategic sectors. The authority’s technical team has challenged different transactions, demanding that the parties bring forward more robust evidence to demonstrate that the transactions will not lead to anticompetitive effects. The GS has also adopted a more cautious stance toward remedies, showing itself to be less willing to accept commitments that are difficult for the authority to monitor.

For more information on merger control matters, please contact Mattos Filho’s Antitrust practice area.