Minority Investment in a Competitor – a Threat or an Opportunity?

While owning a stake of your competitor is not in itself considered as a breach of competition law, it may attract the attention of competition authorities in certain cases – and not in a good way. The European Commission has recently dealt with two distinct cases where a minority stake in a competitor played a part.

On 2 June 2025, the Commission fined two major food delivery companies, Delivery Hero and Glovo, EUR 329 million for participation in online food delivery cartel. The Commission found that the two companies had agreed to not poach each other’s employees, allocated geographic markets, and exchanged commercially sensitive information.

The history of the case is that Delivery Hero had made a minority investment in Glovo on 17 July 2018, which granted Delivery Hero approximately 15% minority non-controlling stake. Subsequently Delivery Hero increased its ownership in Glovo through 2018 until 2022, when Delivery Hero finally acquired sole control over Glovo. According to the Commission, the parties used the shareholding relationship to enable anti-competitive conduct. In particular, the Commission found that in the context of the minority investment,

In relation to M&A processes, the Commission has in the past assessed information exchange against whether the exchange has been proportionate and necessary to the investment at hand. However here, the Commission considered that Delivery Hero's minority shareholding in Glovo and board representation did not justify the exchange of commercially sensitive information between the two independent companies. Delivery Hero could have protected its investment through its board representative without sharing sensitive information with its own personnel. When preparing for the 2022 acquisition, any direct interaction between the parties should have included proper antitrust safeguards.

Indeed, while owning a minority stake in a competitor does not in itself constitute a breach of competition law, companies need to be vigilant on how they manage the minority shareholder relationship so that otherwise permissible arrangement does not turn into a restriction of competition.

Moving from antitrust enforcement to merger control, the Commission approved Naspers’ acquisition of Just Eat Takeaway.com (“JET”) with conditions on 11 August 2025. Naspers is a global technology group with significant number of businesses and investments, and JET is a global technology-enabled on-demand delivery company, akin to Delivery Hero and Glovo. The case presents an interesting look into the effects caused by owning a minority stake in a competitor; as a part of the remedies package, Naspers offered to significantly reduce its shareholding in Delivery Hero below a certain very low percentage within 12 months.

The background to the case is that Naspers was set to acquire JET through its subsidiary Prosus. Prosus is Naspers’ investment company through which it owns stakes in several portfolio companies – notably in Delivery Hero (27.4%) which is JET’s competitor. So effectively, Naspers would have acquired a company that is a competitor to a company in which it already held a minority stake. The Commission raised concerns that if the transaction were to be accepted, it would create a structure which would decrease JET’s incentive to compete with Delivery Hero, and the transaction would increase the likelihood of tacit coordination (meaning the alignment of market conduct without an explicit agreement), leading to higher prices and other restrictions of competition.

It is important to note that in competition law, even if two companies are linked by the same owner who holds minority shares in both, the two companies must nevertheless compete and act independently on the market. Thus, structural links that could provide incentives to refrain from competing or reducing the intensity of competition may become problematic in merger control processes, if these structures relate to the transaction that is being assessed.

To remedy the Commission’s concerns, Naspers offered a number of commitments that together aimed to ensure that Naspers will have no influence over nor material interest in Delivery Hero’s commercial decisions or strategy. Thus, Naspers committed to

Thus, the case exemplifies what kind of ramifications minority investments may have in merger control processes.

Despite the two cases, owning a minority stake in a competitor remains legal. However, they underscore that such shareholdings must be managed carefully, with appropriate safeguards in place. It is also important to conduct periodic self-assessments, since shareholders who were not considered competitors at one point in time may well have become so over time. Naturally, our lawyers are happy to guide you through these challenges and beyond.