BAKU, Azerbaijan, July 11. The European
Commission has approved, under the EU Merger Regulation, the
proposed acquisition of Chart Industries by Baker Hughes.


The Commission said its investigation found that the
transaction, as initially notified, could have reduced competition
in global markets for liquefied natural gas (LNG) liquefaction
equipment and technologies, where European firms operate both as
competitors and customers.


In particular, Brussels identified concerns related to Baker
Hughes’ dominant position in the market for LNG compressor trains.
The Commission warned that the company could have used that
position to give Chart’s LNG business an unfair competitive
advantage.


“The Commission was concerned that by combining all these
products and technologies in the hands of Baker Hughes, competition
in these global markets would be harmed, with detrimental effects
on prices and innovation,” the Commission said.


According to the Commission, Baker Hughes could have made its
compressors available only to customers purchasing Chart products,
reduced interoperability between its equipment and third-party
technologies, or used commercially sensitive information from
projects involving competing LNG technology providers to benefit
Chart.


Remedies accepted by the Commission


To address these concerns, Baker Hughes and Chart committed
to:


divest Chart’s proprietary LNG process technology (IPSMR) and
its small-scale process technology business to a
Commission-approved buyer; and


ensure interoperability between their LNG equipment and
third-party LNG equipment.







The obligations will remain in force for 10 years.


“These commitments fully address the competition concerns
identified by the Commission, by removing Baker Hughes’ ability and
incentive to favour Chart’s LNG business,” the Commission said.


The approval is conditional on full implementation of the
commitments, which will be monitored by an independent trustee
under the Commission’s supervision. The Commission will also assess
the suitability of any proposed buyer through a separate approval
procedure.


Baker Hughes and Chart Industries announced that they had
entered into a definitive agreement under which Baker Hughes will
acquire all outstanding shares of Chart’s common stock for $210 per
share in cash, implying a total enterprise value of $13.6
billion.


The companies said the purchase price represents approximately 9
times Chart’s consensus 2025 EBITDA on a fully synergized
basis.


Baker Hughes has secured fully committed bridge debt financing
from Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC,
and Morgan Stanley Senior Funding, Inc. to fund the acquisition.
The company said it intends to maintain its A credit rating and
reduce leverage through free cash flow and expected divestiture
proceeds.


The boards of directors of both companies have unanimously
approved the transaction, and Chart’s board has recommended that
shareholders vote in favor of the deal. The acquisition remains
subject to shareholder approval and other regulatory clearances and
is expected to close by mid-2026.