The review would seek to protect the EU’s strategic autonomy by ensuring that control of regional airlines remains within the bloc. It comes as two US investment firms compete to acquire the European low-cost carrier, testing the limits of existing ownership and control requirements.
EasyJet shares, which had risen in recent months amid expectations of a takeover agreement, closed almost 12% lower following the report. It was the airline’s worst trading day since early 2020. “This is to ensure that foreign investors don’t have full control,” the EU official told Reuters, requesting anonymity because of the sensitivity of the issue. “We need to make sure we have sufficient headroom when it comes to control.”
EasyJet backed a £5.7 billion, or $7.65 billion, offer from Apollo Global Management earlier this month. The proposal exceeded a previous £5.5 billion bid from Castlelake. However, easyJet has not explained how the Apollo transaction would comply with EU majority ownership requirements. These rules represent a central obstacle to any non-EU acquisition of a European airline.
A completed transaction could establish a precedent for European aviation by opening the sector to private equity buyouts. Airline takeovers in Europe have traditionally involved other carriers, often with government support.
The EU official said the review was likely to take place in the autumn. It would seek to clarify which corporate structures are permitted, particularly in relation to the distinction between ownership and effective control.
According to the official, Apollo, Castlelake and easyJet have not discussed the details of their proposed transactions with European regulators. All three companies declined to comment. “The concern is that the industry is on the wrong foot, thinking that we no longer enforce the rules strictly. People will go down the wrong alley because there’s a wrong perception,” the official said.
Airline ownership restrictions are common internationally because governments regard carriers as strategic assets. However, such rules have also restricted consolidation and left some airlines more exposed to disruptions, including shocks linked to the Iran war.
EasyJet is headquartered in the United Kingdom but depends on EU operating licences to maintain bases and routes across the bloc. Following Brexit, the company capped non-EU ownership at 49.5% to comply with European requirements.
Industry sources have said US bidders could obtain full economic control of easyJet while using EU-based proxy investors to comply with existing regulations. Alternatively, a partnership with a European airline group could face competition and antitrust scrutiny.
Apollo has until 7 August 2026 to formalise its offer. The investment firm has not yet disclosed how its proposed acquisition would comply with EU ownership and control rules.
Under Castlelake’s proposal, 51% of the airline would be owned through a vehicle involving former Malaysia Airlines Chief Executive Peter Bellew and Senior Aviation Executive Mark Breen. Both are EU nationals, while the structure could also include other undisclosed investors.
New regulations designed to prevent such trust or proxy structures could raise questions about the ownership arrangements of other European airlines, including Wizz Air and Ryanair.
James Halstead, an aviation analyst, said any new regulations would probably take several years to receive approval. “It might even be that Apollo achieves its target of exiting and relisting easyJet by 2034 with a 20%+ return before the EU has worked out its review,” he added.
