Getting The Deal Through: Merger Control Market Intelligence 2016

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Volume 3 • Issue 1 John Davies leads the global interview panel ‘Market transformational’ deals on the rise Activity levels • Enforcement priorities • Keynote deals • 2016 outlook Europe • North America • Asia-Pacific • Latin America Merger Control © Law Business Research 2016

Transcript of Getting The Deal Through: Merger Control Market Intelligence 2016

Volume 3 • Issue 1

John Davies leads the global interview panel

‘Market transformational’ deals on the rise

Activity levels • Enforcement priorities • Keynote deals • 2016 outlookEurope • North America • Asia-Pacific • Latin America

Merger Control

© Law Business Research 2016

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A note from John Davies, Panel Leader

A global trend towards consolidation of markets is visible in the increased volume of transactions, as well as in the proliferation of ‘market transformational’ deals – four to three or three to two mergers, where the transaction could be the last major consolidation possible in the relevant sector. The contributions in this issue of GTDT: Market Intelligence – Merger Control show that such mergers are likely to face more intense scrutiny by competition authorities, not least because of the heightened attention they may draw from third parties and from political spheres. Consequently, competition authorities are also likely to take a closer look at the kind of remedies they find acceptable.

In particular, mergers in fields as diverse as healthcare, food retail as well as media and telecoms have faced challenges in several jurisdictions. For example, in Germany, the Bundeskartellamt blocked a merger between two of the country’s largest food retail chains, Edeka and Kaiser’s Tengelmann (later cleared by governmental intervention). In the US, the FTC required the divestment of 330 Family Dollar stores as a condition of closing its investigation into Dollar Tree/Family Dollar Store. In China, MOFCOM cleared the acquisition of Alcatel Lucent by Nokia subject to conditions related to the licensing of standard-essential patents – notably after the transaction had already received unconditional clearance in the US and the EU.

In this environment, it is more essential than ever to have up-to-date advice on current trends from local experts who also understand the international landscape. This issue of GTDT: Market Intelligence – Merger Control presents views and observations from leading competition practitioners around the world, offering valuable insight into the evolving legal and regulatory landscapes in their respective jurisdictions.

We would like to express our gratitude to the interview panel for assisting with this project and providing their insights into major market, regulatory and enforcement trends, and the impact these are having on this complex field of practice.

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Australia .................................... 2Austria ....................................... 8 Belgium .....................................12Brazil ........................................18 China ....................................... 24 Denmark .................................. 29European Union ........................ 34Finland ..................................... 38France ...................................... 42Germany .................................. 47India ........................................ 53Indonesia ................................. 58Ireland ..................................... 63Italy ......................................... 70Japan ........................................74

Korea ....................................... 79Mexico ..................................... 86Netherlands ............................. 92Nigeria .................................... 98Norway ..................................102Portugal ..................................106Russia ..................................... 111 Spain ...................................... 116 Sweden ...................................121Switzerland .............................126 Turkey .....................................130 Ukraine ...................................138United Kingdom .......................144United States ...........................149

In this issue

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MERGER CONTROL IN IRELANDHelen Kelly is a partner and head of the EU, competition and regulatory law group at Matheson. Helen has particular expertise in EU and Irish merger control work, and has experience in dealing with Phase I and Phase II cases under the EU Merger Regulation, most recently Three Ireland (Hutchison) Limited’s acquisition of Telefónica Ireland trading as O2 Ireland (M6992), as well as advising on Irish merger control issues including the 2014 Phase II investigation of Glanbia/Wexford Creamery (M/13/036). Helen also advises on behavioural competition issues including cartels and abuses of a dominant position. Helen has experience in dealing with complex investigations including dawn raids by the European Commission, the CCPC (formerly the Competition Authority) and other sectoral regulators, as well as witness summons procedures by the Competition Authority.

Helen has written and spoken extensively on competition, state aid and regulatory issues. She is consistently recognised as one of the top Irish competition lawyers by directories including Chambers Global, the European Legal 500, Global Competition Review and Who’s Who Legal Directory.

Eoin Kealy is a senior associate in the EU, competition and regulatory group at Matheson. Eoin completed his training at a leading Dublin firm, and has worked in both private practice and in-house on EU and competition law matters. Eoin advises on EU and Irish competition law, merger control and state aid, as well as regulatory law. He has made submissions and notifications to the CCPC, the European Commission and the UK Competition and Markets Authority (formerly the Office of Fair Trading and Competition Commission).

Helen Kelly

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GTDT: What have been the key developments in the past year or so in merger control in your jurisdiction?

Helen Kelly & Eoin Kealy: 2015 saw the first full year of the application of the Competition and Consumer Protection Act 2014 (the Act). The Act entered into force on 31 October 2014, and significantly amended the merger regime contained in the Competition Act 2002 (the 2002 Act), with new jurisdictional thresholds and applicable timelines.

Non-media mergers or acquisitions now require prior notification where the aggregate turnover in the Irish state of the undertakings involved is not less than €50 million, and the turnover in the state of each of at least two of the undertakings involved is not less than €3 million.

The alteration to the financial thresholds represents a major change from the previous regime, in place since 2003, which required each of at least two of the undertakings involved to have a worldwide turnover of €40 million, with both undertakings carrying on business in the state and one undertaking having a turnover of €40 million in the state.

2015 has seen the tangible effect of the new financial thresholds, with 78 mergers or acquisitions notified to the Competition and Consumer Protection Commission (CCPC) in 2015, compared to 41 in 2014 and 37 in 2013. While the new thresholds were designed to only capture mergers with a strong nexus to the state, and eliminate the notification requirement for some ‘foreign-to-foreign’ mergers, it appears that the new thresholds are capturing relatively minor transactions with no substantive impact on competition.

In terms of the types of notified deals the CCPC has been investigating, the CCPC now considers acquisitions of commercial property as requiring prior notification where the applicable financial thresholds are met. In 2015, 13 acquisitions of hotels and eight acquisitions of commercial property were notified to the CCPC, accounting for 17 per cent and 10 per cent of the total number of notifications. The other top sectors represented were: media (9 per cent); fuel sale and distribution (8 per cent); retail (7 per cent); gambling (7 per cent); and pharmacy (5 per cent).

The Act also extended the merger review timescales. The Phase I review period increased from one calendar month to 30 working days, essentially an increase of nine working days. The Phase II period has increased from four months from notification to 120 working days, an increase of 36 working days. The average time taken by the CCPC to clear a Phase I merger has increased from 19 working days in the year leading up to the entry into force of the Act to 28 working days in the period since 31 October 2014. Some mergers are spending double the standard period in

Phase I without the CCPC having articulated any competition concern.

There were three Phase II determinations made by the CCPC in 2015: Valeo/Wardell/Robert Roberts, Topaz/Esso and Baxter Healthcare/Fannin. These Phase II determinations are discussed further below.

The Baxter Healthcare/Fannin Compounding determination was particularly notable as the ‘failing firm’ defence was successful for the first time in an Irish merger control review. The CCPC engaged Grant Thornton to conduct an independent examination of the medical aseptic compounding business of Fannin. Based on this evidence in particular, the CCPC determined that Fannin would exit the Irish market in the absence of the merger and that the conditions for the ‘failing firm’ defence in the CCPC Merger Guidelines were satisfied. It is generally more challenging to satisfy the ‘failing firm’ test in relation to a ‘failing division’ of a wider business, such as Fannin, because it can be difficult to identify the stand-alone financial position of a division that relies on central functions. This general principle is recognised in the CCPC Merger Guidelines. The CCPC considered that while Fannin’s parent company, DCC, would have had the ability to ensure that Fannin met all its financial obligations in the near future, continued operation would have been more costly than closure. There was no viable prospect of reorganising the business through the process of receivership, examinership or otherwise. There would have been no other undertaking likely to have the ability and incentive to acquire Fannin in the absence of the proposed transaction. The CCPC’s concern that Baxter would unilaterally raise the price of its compounded chemotherapy medicines post-transaction was outweighed by the likely exit of Fannin from the market. This exit would have resulted in a significant reduction in supply capacity in the state for compounded medicines, which was likely to lead to an increase in prices and a reliance on imports. There was no credible, less anti-competitive alternative outcome than the acquisition of Fannin by Baxter Healthcare.

A new ‘media merger’ regime was introduced by the Act, and the first effects of the new regime were seen in 2015. All media mergers must be notified to the CCPC, regardless of whether the financial thresholds set out above are met. The Act defines a media merger as a merger or acquisition where two or more of the undertakings involved carry on a media business in the state, or a merger or acquisition where one or more of the undertakings involved carries on a media business in the state and one or more of the undertakings involved carries on a media business elsewhere.

The definition of ‘media business’ in the Act includes ‘publication of newspapers or periodicals consisting substantially of news and comment on current affairs including the

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publication of such newspapers or periodicals on the internet’ and ‘making available on an electronic communications network any written, audio-visual or photographic material, consisting substantially of news and comment on current affairs, that is under the editorial control of the undertaking making available such material’. The revised definition is significantly wider than the definition in the 2002 Act, which did not include online media.

The Act introduced a new definition for carrying on a media business in the state, requiring undertakings involved to have either (i) a physical presence in the state, making sales to customers located in the state; or (ii) to have made sales in the state of at least €2 million in the most recent financial year.

There is a new requirement for the undertakings involved to make two notifications of a media merger. One notification is sent to the CCPC, which is responsible for carrying out the substantive competition review to determine whether the merger is likely to give rise to a substantial lessening of competition (SLC); and a separate notification goes to the Minister for Communications following a CCPC determination. The Minister for Communications has responsibility for consideration of media mergers in place of the Minister for Jobs who retains responsibility for competition policy matters.

The Act sets out a substantive test for identifying a ‘plurality of the media’ concern: ‘whether the result of the media merger will not be contrary to the public interest in protecting the plurality of the media in the state’, and this includes a review of ‘diversity of ownership and diversity of content’.

If the Minister for Communications initiates a Phase II ‘full media merger examination’, the Broadcasting Authority of Ireland (BAI) must prepare a report for the Minister for Communications outlining its view on the new plurality of the media test (above). An advisory panel may be set up to assist the BAI in its review. The Minister for Communications will make the ultimate decision, taking into account the BAI report and, if applicable, the views of the advisory panel.

Media mergers are subject to an extended timetable. The Phase I review period by the Minister for Communications is now 30 working days, commencing 10 working days from the date of issue of the CCPC determination clearing the merger, or European Commission decision (if the merger is subject to the EU Merger Regulation) clearing the merger, as applicable. A Phase II review period may now take up to 130 working days from notification.

The Minister for Communications published Media Merger Guidelines in May 2015, following a public consultation process. The additional delay and information burden for media merger

notifications received criticism during the consultation process, and after only seven cases it remains to be seen whether these criticisms will result in efficient decision-making by the Minister for Communications. Unfortunately, one of the most prominent media mergers subject to the new regime (Liberty Global/TV3) is not a good example of a timely review in that it spent 53 working days in an extended Phase I review before being cleared by the CCPC. It was subsequently cleared by the Minister for Communications on 30 November 2015. Transparency concerns also remain, as the Minister for Communications has published only limited details of the rationale for clearing the media mergers he has considered. Of

“A new ‘media merger’ regime was introduced by the Act, and the first effects

of the new regime were

seen in 2015.”

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Eoin Kealy

the seven media mergers notified in 2015, seven have been cleared by the CCPC and six have been cleared by the Minister for Communications as of 24 February 2016.

GTDT: What lessons can be learned from recent cases to help merger parties manage the review process and allay authority concerns at an early stage?

HK & EK: As mentioned above, the number of mergers or acquisitions notified to the CCPC has significantly increased following the entry into force of the Act. The CCPC has done well to ensure that determinations are issued within the statutory deadlines (albeit that the deadlines were extended by the Act).

The vast majority of merger notifications to the CCPC are cleared in Phase I. The predictability of a Phase I clearance depends on the individual merger; however, it is relatively rare that a merger investigation will proceed to Phase II.

The Mergers Division of the CCPC is available for pre-notification discussions with parties that have expressed a good faith intention to notify a merger or acquisition. Such discussions can be helpful in potentially complex cases or where there is little market definition precedent. CCPC staff are generally accessible during investigations in order to provide general updates on their progress.

The CCPC can also be asked to waive completion of parts of the Notification Form pre-merger, thus reducing the notification burden in cases of minimal overlap.

The CCPC has powers to ‘stop the clock’ on the time limits for the investigation during Phase I and Phase II by making an information request.

Accordingly, it is extremely important that a comprehensive and well-argued notification is submitted so as to mitigate the risk of a formal information request stopping the clock, a risk which has increased where the CCPC is receiving more notifications and resources are stretched. In addition, there may be informal contact between the undertakings and the CCPC throughout the review process, with informal information requests during the investigation that do not have the effect of stopping the clock.

Acquisition documents should be drafted with the CCPC process in mind where a notification is required. The acquisition documents should permit flexibility between signature and completion in order to allow for a CCPC investigation that may vary in length. Media mergers will require clearance from the Minister for Communications, with an even longer time frame for CCPC and Ministerial investigation. Deal timing considerations are therefore important in the case of media mergers.

The Act does not provide for an accelerated waiting period to apply in any circumstances. However, in practice, merging parties frequently request clearance by specific dates to enable completion. The Competition Authority (predecessor of the CCPC) has previously issued expedited clearance decisions in cases that involved strict insolvency procedure timetables, such as the M/09/002 HMV Ireland/Zavvi merger (which was cleared in nine days).

GTDT: What do recent cases tell us about the enforcement priorities of the authorities in your jurisdiction?

HK & EK: The vast majority of merger notifications to the CCPC are cleared in Phase I. As noted above, the CCPC made three Phase II determinations and three extended Phase I determinations in 2015, and at the time of writing has made a further one extended Phase I determination in 2016.

The CCPC has not expressed an intention to focus merger control resources on any particular market or industry sector; however, it tends to focus on industry sectors involving consumer goods at different stages of the supply chain. Generally, the Phase II investigations carried out by the CCPC (and its predecessor body, the Competition Authority) in recent years have concerned consumer goods where the effects of the mergers would be felt at a retail level.

The CCPC has not expressed particular concerns about consolidation in specific industries, nor do political considerations or the ‘public interest’ influence merger enforcement policy or the outcome of CCPC investigations. It is worth noting that the CCPC has indicated a renewed focus on the banking sector following the enforced consolidation brought about by the financial crisis, and it remains to be seen whether

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banking or financial institution mergers will attract particular scrutiny from the CCPC in future.

GTDT: Have there been any developments in the kinds of evidence that the authorities in your jurisdiction review in assessing mergers?

HK & EK: It is common for the notifying undertakings to adduce expert economic evidence in cases where there are potential competition concerns arising from the merger, and where the CCPC is likely to scrutinise the effects closely, in particular where an investigation is likely to proceed to Phase II. The CCPC also tends to engage external economists or conduct some market surveys where it identifies potential competition concerns.

The CCPC tends to be very interested in reviewing parties’ internal documents in Phase II investigations, including when arguments are adduced on issues of size of investments and costs and where efficiency arguments are adduced.

It is mandatory for the CCPC to publish a notice of the notification of a merger or acquisition within seven days of receipt (under section 20(1)(a)(i) of the Act), and the practice of the CCPC is to give third parties 10 days to make submissions. The CCPC will publish third-party submissions received, subject to redactions where appropriate, and is obliged to consider all submissions made to it, whether from the undertakings involved or any third party.

GTDT: Talk us through any notable deals that have been prohibited, cleared subject to conditions or referred for in-depth review in the past year.

HK & EK: No transactions were prohibited by the CCPC in 2015. As noted above, the CCPC made three Phase II determinations in 2015 (Valeo/Wardell/Robert Roberts, Topaz/Esso and Baxter Healthcare/Fannin).

It is notable that the CCPC (and its predecessor body, the Competition Authority) had not imposed divestment remedies since 2007 (Communicorp/SRH) prior to divestments being required in each of Valeo/Wardell/Robert Roberts and Topaz/Esso in 2015.

Valeo Foods’ acquisition of Wardell Roberts and Robert Roberts received CCPC clearance at Phase II subject to the divestment of the ‘YR’ brown sauce brand in February 2015. As noted above, the CCPC’s concerns focused on the market for brown sauce. The CCPC was concerned that the acquirer’s large post-merger market share in the market for the supply of brown sauce to the retail sector would incentivise it to increase prices to retailers, with insufficient competitive constraint from competitors or countervailing buyer power. The CCPC analysed the supply of about 20 different products to the retail and food service sectors, determining

that the merger would not result in an SLC in all but one of these markets (ie, brown sauce). The CCPC disagreed with the merging parties’ view that there was an overall market for cold sauces (ketchup, brown, BBQ, etc), and concluded that there was a narrow market for brown sauce only. The vast majority of competitor retailers, consumers surveyed and the results of an econometric analysis supported the view that brown sauce occupies a separate and distinct product market. The CCPC held that the merger in the highly concentrated brown sauce market would be a competitive concern in that the merged entity would have the ability and the incentive to raise prices. The CCPC considered that the ‘Chef ’ and ‘YR’ brands (owned by the purchaser and vendor respectively) were sufficiently close competitors in the brown sauce market, such that post-transaction the merged entity would find it profitable to unilaterally raise prices. The CCPC found that entry to the brown sauce market was difficult and that most retailers only stock the three main brands (‘Chef ’, ‘HP’ and ‘YR’). In terms of market share, Valeo would have a 70–80 per cent market share by value in brown sauce post acquisition, with the third major brand ‘HP’ a distant second with a market share of 10–20 per cent.

The acquisition by Topaz of Esso Ireland was subject to the divestment of three fuel service stations in the Dublin area and a 50 per cent interest in a fuel terminal at Dublin Port. Topaz acquired 103 Esso-supplied service stations (comprised of 38 company owned and operated stations and 65 dealer owned and operated stations). As a result, Topaz will now operate approximately 425 fuel service stations in Ireland, and will have a presence in many local markets. The divestment of Esso’s interest in the Dublin Port fuel terminal was considered by many in the industry as critical to maintain competition in the market for wholesale fuel supply in Ireland. Additionally, the case involved the first ever divestment in a local retail market in Ireland following CCPC geo-mapping and analysis of fuel volumes and road infrastructure.

Baxter Healthcare/Fannin Compounding was the first example of the CCPC accepting a ‘failing firm’ defence in order to clear a transaction that would otherwise have led to a substantial lessening of competition, and may have been prohibited absent the acceptance of the ‘failing firm’ defence. The clearance by the CCPC of the transaction was highly noteworthy as the ‘failing firm’ defence (and especially the ‘failing division’ argument put forward in this case) is subject to a high level of scrutiny by the CCPC. The Fannin assets being acquired were used exclusively in the manufacture and supply of aseptically prepared compounded medicine. Baxter acquired customer lists, product price lists, product specifications and details of supplier arrangements from Fannin. The parties submitted evidence to the CCPC that

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THE INSIDE TRACKWhat are the most important skills and qualities needed by an adviser in this area?

An effective adviser pre-empts the issues most likely to be of concern to the CCPC taking into account the market context, prior merger treatment of similar issues and current concerns of the CCPC, including in areas where similar issues are being or have been explored including in the context of non-public investigations in the areas of cartels, dominance and advocacy. It is important to design a strategy to ensure that all issues are fully considered by the notifying parties pre-notification and effectively dealt with in the notification process in order to give the CCPC a clear picture of the issues during the process and limit the possibility of detailed requests for information.

What are the key things for the parties and their advisers to get right for the review process to go smoothly?

The onus is on the adviser to provide a comprehensive and well-drafted notification form dealing with all key areas of concern without imposing an unnecessary burden on the parties so that irrelevant information is not sought. Dealing with the authorities’ concerns and information requests quickly and comprehensively is important for an expedient clearance.

What were the most interesting or challenging cases you have dealt with in the past year?

The extended Phase I investigation in Pat the Baker/Irish Pride involved the CCPC gaining an understanding of market definitions in the bread market and the competitive dynamics between private label breads and branded breads. The

transaction was a ‘four to three’ in the packaged bread market, and was closely scrutinised by the CCPC. The CCPC took the step of engaging an external econometrician to review statistical and econometric work produced by Pat the Baker. The transaction had the added complication of Irish Pride being in receivership, with KPMG effectively managing Irish Pride until its assets could be sold. Matheson acted for the vendor (ie, the receiver) in this case.

Another challenging merger case in 2015 involved the court-mandated examinership of Ladbrokes Ireland and bids made by competitors for the distressed business. One of the bidding competitors, BoyleSports, sought the High Court to direct the Examiner (Deloitte) to provide access to commercially sensitive information regarding Ladbrokes Ireland during the bidding process. This High Court action was novel in that it involved consideration by the High Court, for the first time, of the scope and extent of commercially sensitive information and the risks of sharing such information with a competitor during a bidding process.

As well as advising on the High Court litigation, we advised the Examiner on all the merger control aspects of the bidding process, including a risk analysis of the bids submitted, a detailed review of competitive overlaps between the bidders and Ladbrokes Ireland (involving around 190 local markets), assessing the reliability of the market definitions and competition analyses suggested by the proposed bidders, and advising the Examiner on rejecting a bid from BoyleSports that would have involved a ‘three to two’ merger.

Helen Kelly & Eoin KealyMathesonDublinwww.matheson.com

Fannin Compounding was a ‘failing division’ of Fannin, and that the Fannin assets would exit the market if the transaction was prohibited.

Three mergers were cleared by the CCPC in 2015 following extended Phase I investigations, where the CCPC issues formal requests for information to the undertakings concerned during Phase I, with the effect of the Phase I timetable ‘stopping and restarting’ following provision of the information. These mergers were Pat the Baker/Irish Pride, Liberty Global/TV3 and BWG/Londis.

In Pat the Baker/Irish Pride, Irish Pride was in receivership and loss-making when Pat the Baker won the bid to acquire the assets of Irish Pride. The acquisition led to a ‘four to three’ in an overall packaged bread market and a high combined market share in the narrow market for production of private label (ie, supermarket) bread. The CCPC notably engaged an external economist to perform econometric analysis of statistical and econometric work provided on behalf of Pat the Baker, and also carried out a consumer survey with respect to bread products.

Liberty Global/TV3 involved the acquisition by global cable network operator Liberty Global of the Irish television broadcaster TV3. The transaction was cleared by the CCPC in October 2015. The CCPC found that the only horizontal overlap within the state was the limited production of television content of both operators. The vertical overlap in the activities of the parties centred around the acquisition of television content for broadcast, a licence of TV3’s linear and non-linear broadcasting rights to Liberty Global and the sale of TV3 advertising space to Liberty Global. The acquisition was also a ‘media merger’ under the new regime in the Act, requiring separate notification to and approval from the Minister for Communications following clearance by the CCPC. The CCPC found that the transaction would not lead to input foreclosure or customer foreclosure with regard to non-linear television services. The merged entity would not have the ability or incentive to block or restrict the access of competing broadcast platforms to broadcast TV3 content, primarily due to the

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advertising revenue TV3 would forgo if such a strategy were implemented. The merged entity would also not have the ability or incentive to block or hinder competing television channels from getting access to Liberty Global’s cable broadcasting platform. Liberty Global was not dominant with regard to broadcasting platforms in the state, and would not be able to implement a foreclosure strategy without harming the quality of its platform and encouraging switching of viewers or competing television channels away from Liberty Global’s platform.

In BWG/Londis, the acquisition combined two undertakings active in the wholesale and retail grocery markets. The CCPC focused primarily on competitive effects in six local retail grocery markets where limited competition to the merged parties would exist following the acquisition. The CCPC determined that adequate competitive constraints from other grocery retailers would remain in these six local markets following the acquisition and cleared the transaction.

Paddy Power PLC/Betfair Group PLC was cleared by the CCPC on 15 January 2016 following an extended Phase I investigation. The merger involved two well-known international betting and gaming groups. Paddy Power offers betting and gaming services via three channels: online, retail and telephone. Betfair’s business offering is exclusively online and involves a range of gambling products and limited B2B services. There was a horizontal overlap between the parties’ activities in respect of online betting and online gaming services in the state. The CCPC’s primary focus was on the potential product market for online betting services (encompassing both online fixed odds betting and online exchange

betting) to prevent the merged entity from raising prices post-merger. The CCPC took the view that Paddy Power and Betfair were not sufficiently close competitors in this market to make it profitable for the merged entity to raise prices post-merger. The CCPC also commissioned a consumer survey that showed that the market was competitive, with keen competition between gambling operators in the state, such as Ladbrokes, BoyleSports, Betfred, Coral, William Hill and Sky Bet. The CCPC concluded that the merger would not lead to an SLC in the state.

GTDT: Do you expect enforcement policy or the merger control rules to change in the near future? If so, what do you predict will be the impact on business?

HK & EK: As predicted, the changes to the merger control turnover thresholds introduced by the Act have resulted in a large increase in the number of transactions being reviewed by the CCPC (as discussed above). Many of these transactions are not large in scale and have no discernible impact on competition in any markets in Ireland. Increased regulatory burdens and delays are being imposed on undertakings involved in relatively minor transactions.

The CCPC has recognised the effects of the revised turnover thresholds, and we understand that it may advocate changes to the thresholds (the CCPC itself does not have the statutory power to change the thresholds). Legislation will likely be needed to amend the turnover thresholds set out in the Act, therefore it remains to be seen whether such changes will take place in 2016.

“Increased regulatory burdens and delays are being imposed

on undertakings involved in relatively minor transactions.”

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