GTCR/Surmodics Win On Divestiture, Share Analysis And Captive Capacity

The government lost the first merger challenge brought by the FTC under the second Trump administration. On November 10, 2025, Judge Jeffrey Cummings of the Northern District of Illinois denied a request for a preliminary injunction filed by the FTC and joined by the States of Illinois and Minnesota, against the proposed transaction between GTCR, LLC and Surmodics, Inc.

Key Takeaways

The court's ruling represents a significant victory for merging parties. The most noteworthy aspects of the court's decision include:

• Revenue-based shares may not reflect future competition. Parties may successfully challenge the government's presumption of illegality under the 2023 Merger Guidelines by showing that revenue-based market shares and HHI measures of changes in concentration misrepresent current or future competition. In this case, the FTC's market shares were based on outdated "legacy" revenue data areflecting the sales performance of medical devices for which