The deal the Commission blocked, then had to let go

Illumina's re-acquisition of Grail fell below the turnover thresholds in the EU and in every member state, so on paper no authority could review it. In 2021 the Commission accepted an Article 22 referral and took the case anyway, a novel move aimed at catching 'killer acquisitions' that slip through the thresholds. Illumina closed the deal while the review was still open.

In 2022 the General Court upheld the Commission's jurisdiction (T-227/21), and the Commission went on to prohibit the merger, order Illumina to unwind it, and fine the parties EUR 432 million for closing early. Then in September 2024 the Court of Justice set the judgment aside (C-611/22): Article 22 does not let the Commission reach a deal that sits below every national threshold. The jurisdiction was gone.

With the legal basis removed, the Commission withdrew the prohibition, the unwinding order and the fine, and Grail was spun back out. The saga is why the Commission is now rewriting how it catches below-threshold deals, and why the timeline below turns not on the merger's merits but on who was allowed to ask.

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