Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: Justice Department deal settles concern over Safran’s acquisition of Raytheon assets, (Jun 17, 2025)

By Peter Reap, J.D., LL.M.

A proposed settlement would allow the $1.8 billion acquisition to move forward, subject to divestitures.

The Justice Department’s Antitrust Division announced that it has entered into a proposed settlement agreement with aerospace companies Safran, S.A., Safran USA Inc. (combined Safran), and RTX Corporation (RTX) to resolve the Division’s antitrust concerns over Safran’s proposed $1.8 billion acquisition of Collins Aerospace’s actuation and flight control business from RTX (formerly Raytheon Technologies). The agreement will require Safran to divest its North American business and related assets involved in the manufacture of aircraft components called actuators. The divestiture resolves concerns that the transaction would recombine assets that were divested as part of the Division’s settlement of United Technologies Corporation’s (UTC) acquisition of Rockwell Collins in 2018. UTC merged with Raytheon Company in 2020, forming Raytheon Technologies (U.S. v. Safran, S.A., No. 1:25-cv-01897 (D.D.C. Jun. 17, 2025)).

The complaint. The Antitrust Division’s complaint requesting injunctive relief, filed in the federal district court for the District of Columbia, details that Safran and RTX are two of the leading suppliers in the worldwide market for trimmable horizontal stabilizer actuators (THSAs) for large aircraft and are significant direct competitors. THSAs help an aircraft maintain the proper altitude during flight and are critical to the safe operation of the aircraft. Safran’s proposed acquisition of RTX’s business related to THSAs threatens to substantially lessen competition in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18, and should enjoined in the absence of the proposed settlement, according to the agency.

On October 1, 2018, the Antitrust Division entered a consent decree requiring United Technologies Corporation (UTC) to divest two businesses critical to the safe operation of aircraft to resolve competitive concerns raised by UTC’s acquisition of Rockwell Collins, Inc. One of the divesture businesses identified in the decree was Rockwell Collins’s THSA business.

In April of 2020, following UTC’s acquisition of Rockwell Collins, UTC merged with Raytheon Company, forming the company now branded as RTX. Safran’s proposed acquisition of RTX would recombine the THSA assets that were divested to resolve the Division’s concerns with the UTC-Rockwell Collins transaction. Safran’s proposed acquisition, therefore, likely would substantially lessen competition for the development, manufacture, and sale of THSAs worldwide for large aircraft in violation of Section 7, the Division alleges.

The companies. Safran is a French multinational company with its headquarters in Paris, France. Safran produces a wide range of products for the aviation, space, and defense sectors. In 2024, Safran had revenues of approximately €27 billion.

RTX is an American multinational company, incorporated in Delaware and is headquartered in Arlington, Virginia. RTX is a major provider of aerospace and defense products and systems. In 2024, RTX had revenues of approximately $80 billion.

The proposed settlement. The proposed settlement, if approved by the court, will require Safran to divest its North American actuation business, including THSAs and secondary flight control actuators, and its Canada-based electronic control unit, to Woodward Inc., an American company with significant experience in the aerospace industry, including serving large aircraft manufacturers. The divestiture assets also include the tangible and intangible assets necessary to produce and sell THSAs, secondary flight control actuators, and electronic control units. Woodward is expected to hire certain key Safran employees that today support the divested business lines.

DOJ’s Slater comments. “Today’s settlement is a structural solution to an acquisition that would have harmed competition for important aircraft components that are critical to passenger safety. The proposed divestiture to Woodward, an established provider in the aerospace industry, ensures that American customers will continue to benefit from competition, and the incentives of Woodward, the merging parties, and their customer base are aligned with the remedy’s success,” said Assistant Attorney General Abigail Slater of the Justice Department’s Antitrust Division.

“This settlement is another example of our commitment to transparency and relief that secures robust and enforceable commitments from the merging parties that account for industry dynamics. The Antitrust Division will apply heightened scrutiny to transactions that propose to recombine assets divested in response to the Division’s prior enforcement actions, taking appropriate consideration for changes in competitive conditions.”

Earlier EC approval. In April 2025, the European Commission approved Safran’s proposed acquisition of the Collins Aerospace actuation business. The approval was conditional upon full compliance with the commitments offered by Safran, including Safran’s divestiture of the entirety of its North American THSA business.

In announcing its proposed settlement, the Antitrust Division stated that it worked closely with both the EC and the UK Competition and Markets Authority throughout the course of their respective investigations.

Companies: Safran, S.A.; Safran USA Inc.; RTX Corporation; Collins Aerospace; Raytheon Technologies

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