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.
