CCPC obtains commitments from Kantar Media to secure approval for proposed acquisition of Newsaccess

July 12, 2017

  • Approval requires divestment of Newsaccess’ fixed assets to a new supplier, commitments to maintain pricing for a certain timeframe and the release of a number of Newsaccess customers from their contracts
  • Kantar Media required to notify CCPC of any future planned mergers or acquisitions within the next two years

 

12 July 2017: Following an extensive investigation, the Competition and Consumer Protection Commission (CCPC) has today cleared the proposed sale of Newsaccess to Kantar Media subject to a number of binding commitments.

The proposed transaction between Kantar Media and Newsaccess fell below the financial thresholds for mandatory notification. However, through our market surveillance the CCPC became aware of the proposed transaction and contacted the merging parties advising them to notify the transaction. The CCPC was concerned that Kantar Media would be removing its closest and most substantial competitor from the market through the proposed merger.

Following notification on 9 March 2017, the CCPC undertook a significant investigation to establish whether the proposed transaction would result in a substantial lessening of competition in the potential market for print and broadcast media monitoring services in the State. This investigation involved in-depth economic and market analyses of the affected market segments, consideration of detailed submissions from the parties involved, as well as consultations with suppliers, customers and potential competitors of the merging parties. The CCPC identified significant competition concerns arising from the proposed transaction and in response required Kantar Media to submit a number of proposals which include;

  • Divestment of the fixed assets of Newsaccess to a new supplier
  • Releasing a number of customers of Newsaccess from their fixed term contracts
  • Facilitating contract customers of Newsaccess to receive marketing material from the purchaser of the fixed assets of Newsaccess
  • A commitment that Newsaccess will not enforce any clause restricting former Newsaccess employees or staff members from being employed by a competing business or a business intending to compete
  • A commitment to maintain pricing levels for customers of Newsaccess for a period of one year
  • A commitment to provide customers of Newsaccess with copies of archived material up to 28 April 2017
  • A commitment by Kantar Media to notify the CCPC of any future merger or acquisition involving Kantar Media in the State for the next two years

The commitments, which the CCPC has taken into account as part of its determination, will facilitate an additional competitor to enter the market for media monitoring services for both print and broadcast in the State. Following detailed consideration and further analysis, the CCPC concluded that these commitments were sufficient to address its competition concerns.

Isolde Goggin Commission Chair commented, “Our role in reviewing mergers and acquisitions is to ensure that they do not substantially lessen competition in any market for goods or services in the State. We are satisfied following our extensive investigation, and in light of the binding commitments which we have sought and secured, that we have safeguarded competition in this sector.

It is important for companies and their advisors to take note that even where turnovers fall below the required financial thresholds for mandatory notification, they still have a duty to ensure that any mergers or acquisitions they propose or undertake do not substantially lessen competition in any market for goods or services within the State. The CCPC will use its powers to ensure that mergers that do not meet the required financial thresholds for mandatory notification, but that are likely to result in a substantial lessening of competition, do not go unchecked.”

The CCPC will publish detailed reasons for its determination in due course, after allowing the parties the opportunity to request the removal of confidential information from the published version. Details of the notified transaction and the timeframe of the CCPC’s investigation are set out below.

Additional details

On 09 March 2017, in accordance with section 18(3) of the Competition Act 2002, as amended (“the Act”), the Competition and Consumer Protection Commission (CCPC) received a notification of a proposed transaction whereby Mediawatch Limited, trading as Kantar Media (“Kantar Media”), would acquire the entire issued share capital and thus sole control of Newsaccess Limited (“Newsaccess”).

The Acquirer: Kantar Media is a wholly owned subsidiary of WPP plc and provides media intelligence services (multichannel media monitoring and media analysis services) in the State.  The media channels monitored by Kantar Media include: print media,[1] broadcast media,[2] on-line/digital media,[3] social media[4] and international media.

The Vendor: The Vendor is Pictavia Limited, an Irish incorporated company (registered number 398202), which in turn is owned by two individuals, Bill McHugh and Stuart McHugh. An agreement for the Sale and Purchase of the entire issued share capital of Newsaccess was signed on 01 February 2017.

The Target: Newsaccess is an Irish incorporated company (registered number 123007), which offers a full range of multichannel media monitoring and evaluation (or insight) services. The media channels monitored by Newsaccess include: print media; broadcast media; online media; and social media.

Timeline of the investigation

09 March 2017 Proposed merger was notified following interaction with the CCPC.
20 April 2017 The CCPC issued a request for additional information to the parties, suspending the phase 1 investigation.
10 May 2017 Additional information was received from the parties and the 30 day Phase 1 time frame recommenced.
23 May 2017 The CCPC received proposals under Section 20 (3) of the Competition Act 2002, as amended. The new phase 1 deadline became 12 July 2017 as a result.
11 July 2017 The CCPC made its Phase 1 Determination.

[1] National, regional newspapers, business and consumer press.

[2] TV and radio.

[3] E.g. Online news portals.

[4] E.g. Twitter, Facebook and YouTube

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