Key Points
- Geopolitical uncertainty notwithstanding, China has been approving high-profile global deals involving the U.S. and other foreign companies.
- China’s simplified review procedure remains a fast track to Phase I clearance for the vast majority of cases that present no competition or industrial policy issues — even those involving U.S.-flagged acquirers and targets.
- China recently ordered the unwinding of a domestic pharmaceutical deal, but under unique circumstances unlikely to affect global deals.
- Complex multinational transactions with an impact on China can still gain approval so long as parties proactively plan their strategies and map potential stakeholders.
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Despite geopolitical unpredictability, including proceeding into an in-depth investigation against Nvidia for potential remedy compliance violations in the wake of the U.S.-China trade negotiations in Madrid, China has recently approved several significant cross-border transactions involving U.S. and other foreign companies.
This pragmatic approach by China’s State Administration for Market Regulation (SAMR) indicates that Beijing intends to continue to balance the use of a broad antitrust toolbox to safeguard national interests with ongoing support for globalization and trade.
Recent Conditional Approvals Show China Continues To Grant Clearance to High-Profile Deals
In June and July 2025, SAMR approved, in quick succession, both Synopsys’ $35 billion acquisition of Ansys (a semiconductor design software company) and Bunge’s $8 billion acquisition of Viterra (an agricultural commodities company). Because these cases are in sectors important to China’s national interests, they were cleared subject to conditions that included China-specific behavioral remedies.
Notably, both approvals came within days of a U.S.-China trade détente, following a pattern that emerged during the first Trump administration — where ministerial-level engagement between the two countries tends to unlock a window for regulatory movement.
Supply to China of key technologies and products of strategic importance continues to be a key focus of China’s review. In both cases, the classic behavioral remedies that SAMR imposed to satisfy domestic interests included requiring the merged company to continue to honor its existing contracts with Chinese customers and continue to supply to China (reliably and on a timely basis) post-merger.
In addition to the supply guarantee condition, Synopsys/Ansys also agreed, after being called in by SAMR:
- To maintain interoperability.
- Not to tie or bundle products.
- Not to discriminate on pricing or services.
- To make divestitures that are also required in the review outcomes in the U.S. and European Union.
The Simplified Review Procedure Remains a Successful and Speedy Pathway to Approval
SAMR’s simplified review procedure remains an overwhelmingly successful path for cases with no competition or industrial policy issues. On average, simple cases have been approved about 19 days into Phase I, following an initial completeness review that lasted approximately four to six weeks after submission.
This fast-track review process was expanded following SAMR’s delegation of authority in 2022 to five local arms. The local agencies now collectively handle over 80% of simple cases. After climbing the learning curve in the first year, those offices now consistently approve the vast majority of cases in Phase I at the same pace as SAMR.
Nevertheless, entry into the simplified procedure remains at the sole discretion of SAMR, and for a transaction to be considered, it must meet specific criteria. Most importantly, the parties’ combined market share in any horizontal market should be less than 15% both globally and in China, and their individual shares in any related market should be less than 25% both globally and in China.
Given the importance of market share data to securing admission to the simplified procedure, the issue of market definition has emerged as critical. Indeed, SAMR has been increasingly asking more questions of the filing parties to validate and justify their proposed market definitions before accepting cases and starting the review clock.
The more robust vetting of market definitions is conducted based on SAMR’s growing database of historical decisional practice, which allows it to more actively police parties that try to use this process to circumvent its otherwise more protracted and cumbersome normal review procedure.
SAMR Is ‘Calling In’ Important Transactions Below The Filing Thresholds, but Its Recent Prohibition Should Not Raise Alarms for Most Global Deals
Even when factoring in the more prominent role SAMR has taken in leveraging antitrust enforcement to protect China’s broader national interests, its recent prohibition and unwinding of the Wuhan Yongtong Pharmaceutical (Yongtong)/Shandong PKU High Tech Huatai Pharmaceutical (Huatai) transaction is remarkable and unique — though the decision appears to have been limited to the deal’s specific facts and should not have a chilling effect on global dealmakers.
On July 23, 2025, SAMR published a prohibition decision on Yongtong’s completed acquisition of a 50% stake in Huatai. The decision was made based on SAMR’s findings that the deal created a vertically integrated and dominant business that was able to foreclose competition in the downstream market.
The prohibition was particularly noteworthy because it came six years after the transaction closed, and the transaction did not meet the filing threshold.
The domestic pharmaceutical sector has long been in SAMR’s crosshairs. However, SAMR does not have a statutory tool to impose structural penalties, such as ordering a divestiture, in cases of abuse of dominance and anticompetitive agreements. So, instead, it elected to use its merger review authority to impose a structural fix that required the merged entity to unwind the transaction and divest the related businesses and exclusive contracts.
Therefore, international deal parties should not view this case as a sign that SAMR may ramp up enforcement against historical transactions by calling those deals in.
That said, this decision is a reminder that SAMR is actively reviewing deals that fall below the filing thresholds. Just days after this unwinding decision, SAMR reportedly called in Qualcomm’s acquisition of Autotalks, which was completed in June 2025 for about a quarter of the price Qualcomm offered when it first attempted the acquisition in 2023. SAMR examined that attempt closely before Qualcomm eventually abandoned the deal, due in part to antitrust hurdles in the U.S.
Deal parties should therefore consider thoroughly evaluating the global “call-in” risks and negotiate transaction timelines and closing conditions in their agreements with particular care.
This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.
