Regulatory approvals that will be needed
Because the deal involves two large, internationally‑active construction groups (VINCI and ACS) buying the French‑based offshore‑services business Cobra IS, the acquisition will have to clear a number of competition‑ and foreign‑investment‑review gates before the transaction can be consummated:
| Approving authority | Why the authority is involved | Typical “clear‑to‑close” requirements |
|---|---|---|
| French Competition Authority (Autorité de la Concurrence) | VINCI and ACS already operate in the French offshore‑construction market; the purchase could create a concentration that exceeds French antitrust thresholds. | • Submission of a “notification” of the transaction (usually within 10 working days of signing). • Provision of detailed information on market shares, overlapping contracts, and any potential “hard‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑** |
| European Commission (EC) – Competition (Merger) Review | The transaction will affect the EU market for offshore wind‑farm installation, a sector that is already subject to EU antitrust scrutiny. | • Filing of the “EC Merger Notification” (EU “CMR” filing) within 10 working days of signing.
• Provision of a “EU‑wide” market impact analysis, including any cross‑border effects.
• Potential “stand‑still” period of 30 days (or up to 90 days if the Commission decides to open a full investigation). |
| National foreign‑investment authorities (e.g., French “Défenseur des intérêts économiques” or the Spanish “CNMV” if a Spanish‑based acquirer is involved) | Large‑scale foreign‑investment in strategic infrastructure (off‑shore wind, marine works) may trigger a review of national security or strategic interest. | • Notification (often simultaneous with the competition filing).
• Assessment of any “national‑security” concerns; typically a short review (2‑4 weeks) unless a deeper investigation is opened. |
| Shareholder‑approval bodies (if required by the corporate statutes of VINCI, ACS, or Cobra IS) | The transaction may be “material” under the companies’ bylaws, obliging a vote of the shareholders. | • Convening of an extraordinary general meeting (EGM) after the regulatory clearances are obtained; the timing of the EGM is usually set 30 days after the “clear‑to‑close” notice is received. |
Bottom line: The “core” regulatory hurdle is the antitrust clearance from the French Competition Authority and the European Commission. All other reviews (foreign‑investment, shareholder, etc.) are generally procedural and can be completed in parallel.
Typical timeline for closing – what the parties can realistically expect
| Milestone | Approximate time‑frame (working days) | Comments |
|---|---|---|
| Signing of the definitive acquisition agreement (the date of the news release) | Day 0 | The agreement is already signed (8 Aug 2025). |
| Submission of competition‑notification filings (France + EU) | Within 10 working days of signing (by ~20 Aug 2025) | The filings trigger the “stand‑still” period. |
| Stand‑still period | 30 working days (EU) + 15 working days (France) – usually overlapping | During this time the authorities can request additional information. |
| Regulatory review & clearance | 30 – 90 working days total (≈ 6 – 12 weeks) | If the EC decides to open a “full investigation,” the period can be extended to 90 working days; French review is typically shorter (≈ 15 working days). |
| Foreign‑investment review (if any) | 2 – 4 weeks (parallel to competition review) | Usually completed well before the antitrust “clear‑to‑close” is issued. |
| Shareholder‑approval (EGM) | 30 working days after receipt of “clear‑to‑close” | The companies will schedule an EGM to ratify the transaction. |
| Closing of the transaction | Within 12 months of signing, most likely Q4 2025 (Oct – Dec 2025) or early Q1 2026 | The parties have indicated a target “closing in the second half of 2025, subject to receipt of all required approvals.” The realistic window is therefore late 2025 to early 2026. |
Key points to watch
- EU antitrust “stand‑still” – the Commission’s 30‑day stand‑still is the longest single block. If the Commission opens a full investigation, the timeline can stretch to 90 working days, pushing the closing into Q1 2026.
- French authority – the French Competition Authority usually clears within 2‑3 weeks, but may request “remedial measures” (e.g., divestitures of overlapping contracts) that could add a few weeks.
- Shareholder vote – the companies will need to secure a majority vote at the EGM; the notice period for the meeting is 15 working days, and the actual vote can be scheduled as soon as the “clear‑to‑close” is received.
- Closing conditions – standard “subject to regulatory approvals and customary closing conditions” clause means the transaction cannot be consummated until all the above approvals are formally granted and the shareholder vote is passed.
Bottom‑line answer
Regulatory approvals required:
- French Competition Authority (Autorité de la Concurrence) antitrust clearance.
- European Commission (EU merger review) clearance – the primary “stand‑still” period.
- Potential foreign‑investment review by French (or Spanish) authorities, given the strategic nature of offshore‑wind infrastructure.
- Shareholder approval from the boards and shareholders of VINCI, ACS, and Cobra IS (as required by their statutes).
- French Competition Authority (Autorité de la Concurrence) antitrust clearance.
Timeline for closing:
- Regulatory filing: within 10 working days of signing (mid‑August 2025).
- Regulatory review: 30 – 90 working days (≈ 6 – 12 weeks).
- Shareholder approval: 30 working days after “clear‑to‑close.”
- Target closing: late 2025 (Q4) or early 2026 (Q1), assuming no protracted EU investigation.
- Regulatory filing: within 10 working days of signing (mid‑August 2025).
If the EU Commission keeps the review to the standard 30‑day stand‑still, the deal could close by October‑December 2025. If a full EU investigation is launched, the closing would more likely shift to Q1 2026. All parties have indicated that the transaction is expected to be finalized within 12 months of the signing date, contingent on receipt of the above approvals.