CADE clears Foxconn acquisition of Mitsubishi Fuso

On 1 July, the Administrative Council for Economic Defense (CADE) cleared without restrictions Lin Yin International Investments, subsidiary of Foxconn, acquisition of 50% of Mitsubishi Fuso Bus Manufacturing, currently owned by Mitsubishi Fuso Truck and Bus Corporation. The transaction aims to form a joint venture focused at developing technologies for sustainable and zero emission buses.

The Tribunal of CADE unanimously decided to follow the vote of Commissioner Carlos Jacques, rapporteur of the case.

During the hearing session, the main point analysed was the need for a mandatory report of the transaction to CADE. At first, the Office of the Superintendent General (SG) concluded that the case should not be reviewed, on the grounds that the target company did not generate turnovers exceeding BRL 75 million in Brazil, without considering the turnover of the whole seller's economic group. The SG justified that the target company is not located in Brazil and has practically non-existent effects arising from the transaction, which should be observed in cross-border transactions.

Furthermore, the rapporteur noted that Article 88 of Law 12529/2011 and CADE’s Resolution 33/2022 establish that the turnover criteria must be verified based on the economic groups involved in the transaction, rather than solely on the target company's turnover. In the specific case, it was found that the limits provided for in the law were exceeded by both the buyer and the seller group.

According to Mr Jacques, the compliance with the criteria must occur mechanically, leaving the antitrust authority with no discretion, thereby preserving legal certainty. Regarding the territoriality matters provided for in Article 2 of Law 12529/2011, the SG pointed out that this requirement, if included in the transaction review, would also be fulfilled, since the petitioner informed that the target company may operate in Brazil in the next five years, justifying the existence of potential effects in the country.

On this merit, the rapporteur concluded that the transaction does not generate horizontal overlap or relevant vertical integration in Brazilian markets, so there is no need for a more in-depth analysis of the relevant markets involved.

He also defended the review of CADE’s Resolution 33/2022, based on the agency’s experience, to adapt the treatment of cross-border transactions with minimal or non-existent impacts in Brazil. According to him, cases in which the target company has low or no turnover are recurrent in the country and demand time and resources from the government, even though the economic groups exceed the legal limits of turnover.

However, while there is no normative change, Commissioner Jacques stated that the turnover criteria must remain objective, preserving legal certainty, and preventing the agency from deciding, in a discretionary manner, which transactions should or should not be notified.

Access Case No. 08700.003063/2026-80