EU Mergers

Phase I Mergers

  • M.7518 KENDRICK INVESTMENTS / ESSO IRELAND (25 June 2016)
  • M.8083 MERCK / SANOFI PASTEUR MSD (15 November 2016)
  • M.8146 CARLYLE / SCHÖN FAMILY / SCHÖN KLINIK (15 November 2016)
  • M.8151 NAXICAP / TIMEPARTNER  (11 November 2016)
  • M.8177 AMC UK / ODEON AND UCI CINEMAS (15 November 2016)
  • M.8231 KUONI TRAVEL HOLDING / MTS GLOBE (15 November 2016)

Trade

Commission imposes dumping tariffs on Chinese steel, iron tubes and pipes. On 14 November 2016, the European Commission (Commission) announced that it has imposed provisional anti-dumping duties on seamless pipes and tubes of iron and steel from China. This decision stems from the Commission’s investigation into the sale of Chinese products in Europe at allegedly dumped prices, which was initiated on 13 May 2016 following a complaint about the steel, iron tubes, and pipes from the industry; these products are typically used in power plants, in construction, and in the oil and gas industry. The Commission has imposed duties ranging between 43.5% - 81.1% “to provide EU companies with necessary breathing space”. The Commission believes such duties will “prevent damage to the European companies involved in the production of the steel tubes and pipes”. The Commission has six months to decide whether these provisional anti-dumping duties will become definitive for five years.

European tariffs on Asian fatty alcohols and their blends expire. On 12 November 2016, the Commission gave notice that dumping duties on Indian, Indonesian, and Malaysian fatty alcohols and their blends had expired. The tariffs were imposed provisionally on 11 May 2011, following a complaint from the industry to the Commission. After an in-depth investigation, the Commission decided to make the provisional anti-dumping duties definitive on 11 November 2011, and they have now run for the full five years. The Commission notes that it did not receive a request for review of these tariffs and has allowed the measure to be lifted with effect from 13 November 2016.

Commission imposes provisional tariffs on Korean lightweight thermal paper. On 17 November 2016, the Commission announced that it has imposed provisional dumping duties on Korean lightweight thermal paper “to prevent further injury being caused to the Union industry by the dumped imports”, which is used in applications such as retail receipts. Following a complaint by the European Thermal Paper Association in January 2016, the Commission initiated an anti-dumping investigation into the lightweight thermal paper. As a result of such investigations, the Commission has decided to impose provisional dumping duties of 12.1%. The Commission now has six months to decide whether these provisional anti-dumping duties will become definitive for five years.

State Aid

Commission approves Austrian aid to Klagenfurt airport and orders recovery of incompatible aid from Ryanair and Tuifly. On 11 November 2016, the Commission announced that the results of its in depth investigation showed that State aid granted by Austria to Klagenfurt airport “boost[s] the connectivity of the region without unduly distorting competition in the Single Market”. The Commission held that the potential negative effects on competition, caused by the State aid provided to the airport operator, are outweighed by the benefits to the connectivity of the region. Therefore the Commission approved such measures, finding them compatible with the 2014 Aviation Guidelines. A scheme set up by Klagenfurt’s airport operator, Kärntner Flughafen Betriebsgesellschaft (KFBG), in 2005 was also investigated by the Commission. The scheme intended to incentivise airlines to increase traffic to Klagenfurt airport, which is a regional airport in Austria, located in a mountainous area, with the nearest airport over 80km away. Under this scheme, KFBG offered discounts to airport charges under certain conditions, for instance when a new route was opened or frequency was increased on an existing route. The Commission noted that this scheme was “expected to contribute to the profitability of the airport operator and that a profit-driven airport manager therefore would have been prepared to put in place such a scheme”. As such, the Commission found the scheme involved no State aid. However, the Commission noted that certain marketing agreements entered into between KFGB and various airlines formed “incompatible aid” as no profit-driven airport manager would have concluded such loss-making agreements. As a result, the Commission ordered that recovery should be made from Ryanair, HLX (which was merged with Hapagfly in 2007 into the new brand Tuifly) and Tuifly.

Commission approves Greek support scheme for renewable electricity and cogeneration. On 16 November 2016, the Commission approved the Greek support scheme for renewable electricity and high efficiency cogeneration, finding it to be in line with State aid rules; in particular its 2014 Guidelines on State aid for environmental protection and energy, which conditionally allows member states to support energy infrastructure projects. In addition to making sure the State aid is necessary and is limited to the minimum amount of support required, the rules also ensure that the supported projects do not result in undue negative effects on competition and trade. The Commission noted that the Greek scheme will help Greece reduce CO2 emissions, in line with EU energy and climate goals, without unduly distorting competition. The scheme consists of State support either through a feed-in tariff (in cases of small installations and installations on non-interconnected islands) or through a price premium. State aid for larger installations above 1000KW will have competitive bidding processes. The Commission concluded that the scheme was likely to increase the proportion of green electricity and reduce pollution, while limiting distortions of competition due to the State support. The scheme will also help Greece to meet its 2020 target of producing 18% of its energy needs from renewable sources.

Commission clears Polish state support for closing coal mines. On 18 November 2016, the Commission announced its approval of the Polish State awarding 7.95 billion zloty (around $1.91 billion) in “support to alleviate the social and environmental impact” of the closure of uncompetitive coal mines in Poland. The Commission noted that such State aid was in line with State aid rules and concluded the support would not “unduly distort competition”. The State aid will be awarded to workers who have lost, or will lose their jobs due to the closures of the coal mines by way of funding severance payments, compensatory pensions and social security benefits for these workers. The fund will also be used to secure mine shafts and the decommissioning of mine infrastructure, repair damage to the environment caused by mining and re-cultivate land after the mine closures. The remainder of the support will cover production losses of the mines until their closure.

UK Competition

CMA accepts undertakings in acquisition by Future of Miura. On 14 November 2016, the Competition and Markets Authority (CMA) published its decision to approve publisher Future plc’s (Future) completed acquisition of the entire issued share capital of Miura (Holdings) Limited (Miura) and its acceptance of Future's divestments. Miura is the parent company of prominent magazine, bookazines, applications, and website publisher Imagine Publishing Ltd (Imagine). The CMA’s investigation found an overlap between Future and Imagine of specialist titles in computing, website design and 3D modelling, gadgets, gaming, sci-fi and photography. In lieu of a reference to a Phase II investigation, and to ease the CMA’s particular concerns of substantial lessening of competition in relation to the supply of sci-fi titles to consumers in the UK, Future offered to divest Imagine’s SciFiNow, a sci-fi, fantasy and horror TV and film magazine. SciFiNow is to be divested as a going concern, including all content, key licensing agreements, advertising customer lists, all relevant rights, and editorial team. The CMA accepted these undertakings and approved the acquisition, noting that there were no third party concerns in response to its consultation.

CMA approves acquisition of Hi-Life by State Bidco. On 14 November 2016, the CMA published their approval of the completed acquisition of Hi-Life Diners Club Limited (Hi-Life) by State Bidco Limited, a subsidiary of Bridgepoint Group Limited's affiliated entity Dining Club Group Limited. The CMA’s investigation found an overlap in the parties’ supply of subscription-based memberships for discounted restaurant dining (discount dining cards) to consumers and business customers in the UK. The CMA noted however that other sources of restaurant discounts may be considered when assessing the relevant market. For example, the CMA noted that business customers purchase discount dining cards as a means of providing benefits to their employees, members or customers, and thus the purchase of a discount dining card is not limited to gaining restaurant discounts. The CMA, therefore, believes that, for each customer type, the frame of reference in which the parties operate is wider than their overlapping products, although it was not necessary to conclude on the exact composition of products within each frame of reference. As such, the CMA found that the acquisition of Hi-Life does not affect the many alternative options available to both consumers and business customers, and therefore there was no realistic prospect of a substantial lessening of competition as a result of horizontal unilateral effects of this acquisition.