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 outlook
Europe • 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.
Freshfields Bruckhaus Deringer LLP
March 2016
Law
Business
Research
Strategic Research Sponsor of the
ABA Section of International Law
Australia�� 2
Austria�� 8
Belgium��12
Brazil��18
China�� 24
Denmark�� 29
European Union�� 34
Finland�� 38
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Germany�� 47
India�� 53
Indonesia�� 58
Ireland�� 63
Italy�� 70
Japan��74
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Mexico�� 86
Netherlands�� 92
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Norway��102
Portugal��106
Russia�� 111
Spain�� 116
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Turkey��130
Ukraine��138
United Kingdom��144
United States��149
In this issue

GTDT: Market Intelligence – Merger Control IRELAND 63
MERGER CONTROL IN IRELAND
Helen 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

64 // IRELAND www.gettingthedealthrough.com
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

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.”

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

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

THE INSIDE TRACK
What 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 Kealy
Matheson
Dublin
www.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

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.”

Strategic Research Sponsor of the
ABA Section of International Law
Official Partner of the Latin American
Corporate Counsel Association
Also available online
www.gettingthedealthrough.com

Getting The Deal Through: Merger Control Market Intelligence 2016

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Getting The Deal Through: Merger Control Market Intelligence 2016