Prior notification of a concentration (Case M.12391 – OAI / SBG / SB OAI JV) – Candidate case for simplified procedure
Date: 2026-04-17
Institutions: Directorate-General for Competition, European Commission
Subjects: Japan, artificial intelligence, economic concentration, holding company, investment company, merger control, provision of services, subsidiary








C_202602299EN.000101.fmx.xml












Official Journal of the European Union


EN
C series













C/2026/2299


17.4.2026






Prior notification of a concentration
(Case M.12391 – OAI / SBG / SB OAI JV)
Candidate case for simplified procedure
(Text with EEA relevance)
(C/2026/2299)


1.   
On 7 April 2026, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1).
This notification concerns the following undertakings:






—


OpenAI OpCo, LLC (‘OAI’, United States), controlled by Open AI Foundation (United States),










—


C Holdings Corporation (‘C Holdings’, Japan), controlled by SoftBank Group Corp. (‘SBG’, Japan),










—


SB OAI Japan GK (‘SB OAI JV’, Japan), controlled by OAI and C Holdings.




OAI and C Holdings will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of SB OAI JV.
The concentration is accomplished by way of contract or any other means.


2.   
The business activities of the undertakings concerned are the following:






—


OAI is the primary operational subsidiary of a group of companies ultimately controlled by the Open AI Foundation, an artificial intelligence (AI) research and deployment company that develops AI models and services such as ChatGPT and ChatGPT Enterprise, Codex and the OpenAI API Platform,










—


C Holdings is a holding company controlled by SBG, a global investment firm with a diversified portfolio of investments and subsidiaries focused on the technology sector.






3.   

The business activities of SB OAI JV will be the following: prior to the transaction, its primary purpose was to market, resell and distribute AI solutions of OAI to major enterprise clients in Japan. Following the transaction, it will also develop its own end-user applications, middleware and templates/tools for internal or client use and provide accompanying professional services.



4.   
On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.
Pursuant to the Commission Notice on a simplified treatment for certain concentrations under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.


5.   
The Commission invites interested third parties to submit their possible observations on the proposed concentration to the Commission.
Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:
M.12391 - OAI / SBG / SB OAI JV
Observations can be sent to the Commission by email or by post. Please use the contact details below:
Email: COMP-MERGER-REGISTRY@ec.europa.eu

Postal address:





European Commission




Directorate-General for Competition




Merger Registry




1049 Bruxelles/Brussel




BELGIQUE/BELGIË







(1)  
            OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2)  
            OJ C 160, 5.5.2023, p. 1.


ELI: http://data.europa.eu/eli/C/2026/2299/oj
ISSN 1977-091X (electronic edition)