DMA notifications reveal six themes in European TMT business transactions

Since 2023, some of the largest tech companies have been regulated as "gatekeepers" under the European Digital Markets Act (DMA). The DMA requires gatekeepers to notify the European Commission of any intended concentration where the target provides core platform services, other digital services, or enables data collection. The Commission has received 55 notifications (three in 2023, 16 in 2024 and 36 in 2025), which reveal how some large digital firms have been active in European (and wider) M&A.

Six themes emerge from the EU reports; while there is no comparable UK data yet, they will resonate in the UK too.

Acqui-hires

An acqui-hire is a transaction whose primary objective is acquiring a target company's employees rather than its business. Both the UK Competition and Markets Authority (CMA) and the European Commission take the view that these transactions can constitute mergers and therefore can be reviewed. However, this is a controversial view, and the CMA chose not to assert jurisdiction following an initial review of an AI acqui-hire transaction in 2024. 

The Commission's 2024 Annual Report noted that whether an acqui-hiring transaction requires notification is not always clear and may need case-by-case analysis. Several DMA notifications have involved transactions structured on this basis. The CMA has also reviewed transactions on the basis of acqui-hire concerns.

While there are several considerations for acqui-hire transactions, employee attrition is a key risk. Individuals who represent the deal's rationale may leave, undermining the return on the transaction. It is therefore essential for a purchaser to properly understand key individuals' motivations, and to structure the terms of the deal to align interests. This may include deferred or contingent consideration, earn-out arrangements and/or incentives granted by the purchaser, alongside restrictions such as non-compete covenants.

Intellectual property licensing deals

IP licensing has featured prominently in DMA notifications. Several transactions across a wide variety of technologies combine acqui-hires with non-exclusive IP licences. This includes data use and sharing, 5G, smartphone and virtual reality/extended reality (VR/XR) technology. Licensing structures can also operate as standalone commercial agreements, and their terms warrant careful attention.

The legal assessment of IP licensing agreements in business transactions is context-specific and turns on several factors, including:

• licence exclusivity;
• geographic and product scope; 
• royalty structures;
• sublicensing, improvements and derivatives; and
• indemnities, termination and escrow.

Vertical integration into hardware, chips and wearables

Two types of acquisition target fall under this heading: hardware businesses (including those making wearables) and businesses focused on inputs and raw materials (often semiconductors). Several gatekeepers have acquired hardware and semiconductor businesses including wearable developers, chip designers, circuit design and photonics assets.

Hardware control falls within the DMA's regulatory perimeter and is within the scope of the UK's Digital Markets, Competition and Consumers Act 2024 (DMCCA). Every hardware acquisition by a gatekeeper or SMS firm (one with strategic market status under the DMCCA) now carries an interoperability dimension alongside potential merger control concerns. 

When combined with the foreign direct investment (FDI) considerations that certain hardware acquisitions raise (typically relating to raw materials or chip development), deals must be assessed from multiple angles.

Enterprise and B2B data infrastructure

Consumer-facing platforms have been acquiring businesses across the enterprise data stack. This includes data engineering, privacy and security businesses, software procurement management platforms, along with several acquisitions around cloud computing.

The Commission opened a market investigation into cloud computing in November 2025, examining interoperability barriers, data access restrictions and potentially imbalanced contract terms. This may lead to cloud computing being added to the list of Core Platform Services in the DMA. 

The CMA is also investigating cloud computing under its DMCCA powers, with the final developments (including a potential SMS designation) expected later this year or at the beginning of next year. 

As gatekeepers extend their enterprise data presence, compliance with the DMA's FRAND equivalent data-sharing provisions (which require terms that are fair, reasonable and non-discriminatory) is likely to become harder to demonstrate. Buyers and sellers of enterprise software businesses should factor DMA data-access obligations into commercial data arrangements from the outset.

Gaming, creative content and entertainment

Gaming and creative content have been consistent targets. The first DMA notification involved a major gaming publisher. Subsequent acquisitions include a games developer, AI music generation, AI and audio intelligence and streaming services.

App store enforcement gives this pattern additional weight. The Commission fined Apple €500 million for preventing app developers from steering users to alternative offers, with gaming developers among the most affected. In the UK, app stores account for two of three designations to date. Where a gatekeeper acquires content and also controls its primary distribution channel, self-preferencing risks are material. Gaming and creative media transactions involving a gatekeeper require competition and regulatory advice alongside corporate due diligence.

Joint ventures as a structural vehicle

Some notable notifications involve joint ventures. JVs to date include intelligent factory automation as well as enterprise AI. Each raises distinct questions: whether the JV is full-function for merger control purposes, whether merger notification is required, and whether FDI screening is triggered given the non-EU co-venturers involved.

Some transactions have been submitted on a precautionary basis, reflecting genuine uncertainty about the obligation's scope. Structuring a transaction as a JV can involve hybrid structures, enable cross-border transactions, and grant access to specific expertise or resources. These considerations are particularly relevant given the know-how and financing required in tech M&A.

What this means for deal teams

DMA and DMCCA notification obligations can significantly affect transaction structuring and timing in addition to merger control considerations. Transactions in this space are also often subject to FDI screening, given the imperative of securing supply of critical technologies. These must be considered early: failure to do so can result in significant delays, criminal liability and unwound transactions. The DMCCA regime is suspensory: a transaction may not complete until approved by the CMA.

Novel transaction structures, some of which are described above, are increasingly prominent in tech mergers. They raise new considerations for the applicability of competition and FDI regimes, making it imperative to address merger control and FDI early in the deal timeline.

While the burden of the screening requirements under the DMA and DMCCA is placed on the gatekeeper, which will inevitably be acting as purchaser, much as with FDI screening obligations the impact is often felt by the target and its shareholders.  This often manifests in additional diligence requirements from purchasers, adviser support to comply with purchaser requests, impact on deal timetable and perhaps most critically, a reduction in transaction certainty/deliverability.  Where a business is undertaking a transaction process in which a gatekeeper may be a bidder or purchaser, it is therefore vital for stakeholders (and their investment bankers and other advisers) to understand the potential impact.

Osborne Clarke's TMT, Competition and Corporate teams advise on digital economy transactions across hardware, gaming, enterprise software and cross-border joint ventures. Our sector coverage spans gaming, AI, fintech and cloud infrastructure, and we work alongside clients to address several issues from structuring and due diligence through to regulatory clearance. If any of these themes are relevant to your transaction, we are happy to discuss.