Week Ahead (16 February)

W/C Monday, 16 February – SAFE approvals near completion as Council set to adopt second batch; final three plans expected, including France’s 

This week, EU finance ministers are expected to formally approve a second batch of national spending plans under the €150 billion Security Action for Europe (SAFE) programme, bringing the scheme close to full operationalisation. Attention will also focus on the remaining three national plans still under technical assessment by the European Commission, which should be agreed in the coming days. 

SAFE allows Member States to access long-term loans backed by the EU budget for priority defence investments. The process follows two distinct steps: first, the European Commission assesses and agrees each national plan at technical level; second, the Council adopts an implementing decision granting formal access to the loan facility. Only after both stages are completed can loan agreements be signed and disbursements begin. 

Last week, the Council formally granted eight countries, namely Belgium, Bulgaria, Cyprus, Denmark, Spain, Croatia, Portugal and Romania, access to SAFE, following prior agreement with the Commission. Together, these countries are expected to receive around €38 billion once bilateral loan agreements are concluded.  

A second group of plans, from Estonia, Greece, Italy, Latvia, Lithuania, Poland, Slovakia and Finland, has already been greenlit by EU ambassadors at COREPER level and is set to be formally adopted by finance ministers on 17 February. These approvals will complete the second wave of Council implementing decisions, effectively moving SAFE into its implementation phase. Three applications, from France, Hungary and Czechia, have not yet been finalised at Commission level. While this represents a delay compared to earlier expectations, EU officials indicate that technical discussions are ongoing and that agreement is anticipated in the coming days. Once the Commission signs off, the files will move swiftly to the Council for formal approval. 

In total, 19 Member States have applied to use SAFE loans. The Commission is expected to finalise loan agreements with approved countries in the coming weeks, with first disbursements foreseen for March. Current planning envisages the release of 15% of the overall envelope, approximately €22.5 billion, in an initial pre-financing tranche, enabling capitals to begin executing procurement projects outlined in their submissions. 

SAFE financing targets urgent capability gaps identified at EU level, including air and missile defence, ground combat systems, and ammunition and missile production. In terms of allocation, in an interview last month Defence Commissioner Andrius Kubilius indicated that roughly €50 billion of the envelope is likely to go to air and missile defence, around €60 billion to ground combat systems and platforms, and approximately €40 billion to ammunition and missiles. 

W/C Monday, 16 February – European Commission decision expected on $18.3 billion Blackstone/TPG acquisition of Hologic 

The European Commission is expected to issue in the coming days its Phase I decision on the proposed acquisition of US diagnostics firm Hologic by private equity firms Blackstone and TPG. 

The transaction, agreed in October 2025, will see Hologic taken private in a deal valued at approximately $18.3 billion, including debt, marking one of the largest medical devices buyouts in nearly two decades. Under the terms of the agreement, Blackstone and TPG will acquire all outstanding shares for $76 per share in cash, representing a premium of roughly 46% to Hologic’s share price prior to the announcement. Shareholders may receive up to an additional $3 per share contingent on the achievement of certain revenue milestones in the company’s breast health business during fiscal years 2026 and 2027. 

Hologic is headquartered in Marlborough, Massachusetts, and specialises in women’s health diagnostics, medical imaging and surgical products. Its portfolio includes breast and skeletal health solutions, diagnostic systems and related services. Following completion of the transaction, Hologic will be delisted from Nasdaq but will continue to operate under its existing brand and management structure.  

The acquiring consortium is led by Blackstone and TPG, with a “significant minority” investment from a subsidiary of the Abu Dhabi Investment Authority and an affiliate of GIC. The deal structure therefore combines US private equity capital with participation from major sovereign wealth investors. 

The transaction was formally notified to the European Commission for review under the EU Merger Regulation, with a Phase I decision currently due on 27 February. However, the Commission could reach its determination as early as this eek, pointing toward a straightforward review process at EU level. By way of context, China’s State Administration for Market Regulation approved the transaction last week, although the regulator did not clarify whether the clearance relates specifically to Hologic’s China-based operations or broader aspects of the transaction. 

Thursday, 19 February – European Commission set to deliver FSR decision on Carlyle/QIA acquisition of BASF coatings business 

This week, the European Commission is expected to deliver its Phase 1 decision under the EU’s Foreign Subsidies Regulation (FSR) in relation to the acquisition of BASF’s coatings business by Carlyle, in partnership with the Qatar Investment Authority (QIA). 

The transaction, agreed in October 2025, will see US-headquartered private equity firm Carlyle acquire a majority stake in BASF’s automotive OEM coatings, automotive refinish coatings and surface treatment activities, alongside QIA. The deal values the business at an enterprise value of €7.7 billion, with BASF retaining a 40% minority stake in the newly carved-out standalone entity. Upon completion, BASF is expected to receive a pre-tax cash inflow of approximately €5.8 billion. 

The coatings division, headquartered in Munster, Germany, generated between €3.8 and €4.3 billion in sales in 2024 and employs around 12,000 people globally. The divestment forms part of BASF’s broader restructuring strategy aimed at streamlining its portfolio, managing elevated energy costs in Europe and focusing on more integrated, higher-growth chemical segments. The transaction has already secured clearance from the Australian Competition & Consumer Commission (ACCC) and is expected to close in the second quarter of 2026, subject to remaining regulatory approvals. A notification under the FSR was formally filed on 15 January, triggering a provisional Phase 1 deadline of 19 February. 

Under the FSR, which entered into force in July 2023, the Commission assesses whether foreign financial contributions granted by non-EU governments risk distorting competition in the internal market. The instrument was designed to address perceived asymmetries between EU state aid control and third-country subsidies, empowering Brussels to impose remedies or, in extreme cases, prohibit transactions if distortive subsidies are identified. 

To date, FSR enforcement has largely focused on Chinese state-linked entities and, increasingly, Gulf state-backed investors. The involvement of the Qatar Investment Authority, Qatar’s sovereign wealth fund, is therefore likely to draw particular scrutiny, especially given the Commission’s heightened sensitivity toward transactions involving state-backed capital from outside the EU. 

However, unlike industrial acquisitions involving strategic infrastructure or defence assets, the carve-out nature of the transaction means that the business is being separated from BASF’s core operations. Moreover, the presence of a US private equity sponsor alongside QIA may further moderate political concerns. Therefore, a Phase 1 clearance, potentially without remedies, appears the most likely outcome this week, barring unexpected findings in the Commission’s assessment of foreign financial contributions linked to QIA. 

Thursday, 19 February – European Commission set to deliver FSR decision on Mr Price’s acquisition of NKD 

Also on Thursday, the European Commission is expected to issue its Phase 1 decision under the FSR in relation to South African retailer Mr Price’s proposed acquisition of German discount chain NKD Group.   

The transaction, announced in December 2025, will see Mr Price acquire Pegasus Group Holding GmbH, which trades as NKD, in a deal valued at approximately €487 million. The acquisition marks Mr Price’s first entry into the European market. NKD operates more than 2,000 stores across seven Central and Eastern European countries, including Germany, Austria, Italy, Croatia, Slovenia, the Czech Republic and Poland. The value apparel and homeware retailer generated net sales of roughly €685 million in 2024.  The deal is being financed through a combination of existing cash reserves and debt facilities and is expected to close in the second quarter of 2026, subject to regulatory approvals. A notification under the EU’s Foreign Subsidies Regulation was filed on 15 January, triggering a provisional Phase 1 deadline of 19 February. 

While the transaction does not appear politically sensitive in the way strategic infrastructure or defence deals have been, the FSR’s notification thresholds are sufficiently broad to capture retail-sector transactions where foreign financial contributions are present. In this case, scrutiny appears linked to Mr Price’s broader financing ecosystem, which may involve public or state-linked investment vehicles common in South Africa. 

As a result, the filing has prompted some debate among competition law practitioners, who argue that applying the FSR to mid-cap retail acquisitions risks stretching the instrument beyond its original intent. Several policymakers have previously suggested that enforcement should focus more narrowly on structurally strategic sectors such as energy, advanced technology or defence, leaving traditional merger control to address standard competition issues in consumer markets. Moreover, the German government last year urged the Commission to significantly increase the current notification threshold for foreign financial contributions from the current €50 million to at least €100 million. 

Given that, this debate could become more relevant in light of the Commission’s first scheduled review of the FSR in July 2026. At this stage, no undue delays have been indicated, and a Phase 1 clearance this week appears the most likely outcome. The case nonetheless adds to the growing body of practice defining how broadly and how assertively the EU intends to deploy its foreign subsidy powers.