Commission approves Boeing's acquisition of Spirit, subject to conditions

The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Spirit AeroSystems Holdings, Inc. (‘Spirit') by The Boeing Company (‘Boeing'). The approval is conditional upon full compliance with the commitments offered by the companies.

The Commission's investigation

The Commission had concerns that the transaction, as initially notified, would have significantly reduced competition in the global markets for aerostructures and large commercial aircraft. Spirit primarily manufactures and supplies aerostructures for large commercial aircraft. These aerostructures are used as input by manufacturers and suppliers of large commercial aircraft, such as Boeing and Airbus SE (‘Airbus').

In particular, the Commission's investigation found that, following the transaction, the merged entity:

• would have the ability and the incentive to stop supplying aerostructures, or at least deteriorate the supply conditions, to manufacturers of large commercial aircraft, in particular Airbus;
• could gain access to commercially sensitive information relating to Airbus and use it to its advantage.

The proposed remedies

To address the Commission's preliminary competition concerns, Boeing offered to divest (i) all Spirit's businesses that currently supply Airbus with aerostructures, including all necessary assets and personnel, to Airbus; and (ii) Spirit's site in Malaysia - that currently supplies, among others, Airbus with aerostructures - to Composites Technology Research Malaysia Sdn. Bhd. (‘CTRM').

These structural commitments fully address the competition concerns identified by the Commission. They will enable Airbus to integrate Spirit's businesses that currently supply aerostructures to Airbus into Airbus' own operations, and hence secure its supply chain. Also, they will allow a new competitive force, CTRM, to enter the market for aerostructures.

Following the positive feedback received in the context of the market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns.

In its decision, the Commission approved Airbus and CTRM as suitable buyers for the divested businesses. In particular, the Commission found that each company fulfils the relevant criteria of (i) being independent and unconnected to Boeing and Spirit; (ii) having the financial resources, proven relevant expertise and the incentive and ability to maintain and develop each divested business as a viable and active competitive force; and (iii) acquiring each divested business without being likely to create new competition problems or to give rise to a risk that the implementation of the commitments will be delayed.

The decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.

Companies

Boeing, headquartered in the US, designs, manufactures, and sells commercial aircraft, as well as defence, space and security systems. It also provides related services on a global basis.

Spirit, headquartered in the US, manufactures aerostructures, serving commercial and military aircraft as well as business jets. It also provides aftermarket services for commercial and military platforms on a global basis.

Airbus, headquartered in the Netherlands and with its main operational office in France, is a leading global aerospace company. It designs, manufactures, and sells commercial aircraft, as well as a wide range of defence and space products.

CTRM, headquartered in Malaysia, supplies advanced aerospace composites, especially composite sub-assemblies, to global aerospace suppliers. It is wholly owned by the Malaysian integrated automotive and defence conglomerate DRB-HICOM.

Merger control rules and procedure

The transaction was notified to the Commission on 26 August 2025.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the European Economic Area or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

More information will be available on the Commission's competition website, in the public case register under the case number M.11578.