EU ANTITRUST

European Commission accepts binding commitments from Penguin in e-books market. On 25 July 2013, the European Commission (Commission) announced that it had accepted commitments offered by Penguin to address concerns relating to the distribution and retail prices of e-books in the EEA (COMP/39847). Penguin has agreed to terminate existing agency agreements and the exclusion of certain most-favoured-nation (MFN) clauses during the next five years. Penguin also agreed to a two-year “cooling off” period during which retailers will be free to offer retail price discounts for e-books, subject to certain conditions (IP/13/746) (see Volume 1, Edition 24). Following market testing, the Commission has concluded that, together with the commitments offered by other publishers and Apple, the commitments offered by Penguin remedy the identified competition concerns (seeVolume 1, Edition 8).

EU MERGERS

Phase I Clearance

  • M.6851Baxter International / Gambro (IP/13/724) (subject to commitments) (22.07.2013).
  • M.6945ABB / Power-One (22.07.2013).
  • M.6970Blackstone Group / Multi Corporation (simplified review) (22.07.2013).
  • M.6975DUBAL Holding / MDCI / Dubai Aluminium (simplified review) (23.07.2013).
  • M.6977Omers / AIMCo / Vue (25.07.2013).
  • M.6980Cinven / CeramTec (simplified review) (23.07.2013).

UK MERGERS

Competition Commission publishes provisional adverse findings in Imerys Minerals / Goonvean merger. On 24 July 2013, the Competition Commission (CC) published its provisional findings in the Minerals/Goonvean merger inquiry. The CC has concluded that the completed acquisition by Imerys Minerals Limited of the kaolin business of Goonvean Limited may be expected to result in a substantial lessening of competition in the market for the supply of kaolin to tableware manufacturers, and also for certain performance-mineral applications. The CC has invited comments on proposed remedies to address the identified concerns by 7 August 2013 (CC Press Release).

Competition Commission publishes provisional clearance in AEG / Wembley Arena merger. On 23 July 2013, the CC announced its provisional conclusion that the AEG / Wembley Arena merger is not expected to result in a substantial lessening of competition in any UK market. Although as a result of the merger AEG will operate the two largest London indoor venues, the CC does not consider that AEG would be able to increase venue prices or reduce the quality of the venues. The CC has invited comments on its provisional findings by 13 August 2013 (Press Release).

UK MARKET INVESTIGATIONS

Competition Commission publishes remedies package in UK statutory audit market investigation. On 22 July 2013, the CC published a summary of its provisional decision on remedies as part of its market investigation into the supply of statutory audit services to large companies in the UK (see statutory audit services market investigation). In February 2013, the CC provisionally found an adverse effect on competition (AEC) within the meaning of section 134(2) of the Enterprise Act 2002 (see Volume 1, Edition 16). The provisional decision sets out the possible actions which the CC might take in order to remedy, mitigate or prevent the AEC. The remedy package includes measures to improve the bargaining power of companies and encourage rivalry between audit firms (including a requirement that FTSE 350 companies put their statutory audit engagement out to tender at least every five years and a prohibition of ‘Big-4-only’ clauses in loan documentation); measures to enhance the influence of the Audit Committee; and measures to promote shareholder engagement in the audit process. The CC has decided not to take forward measures requiring mandatory switching of auditors. The CC has invited comments by 13 August 2013. The statutory deadline for the CC final report is currently 20 October 2013 (Press Release).

STATE AID

European Commission issues second consultation on revised General Block Exemption Regulation. On 24 July 2013, the Commission issued a second consultation on proposed revisions to the General Block Exemption Regulation (GBER). The Commission now believes it is not possible to finalise a new GBER before the expiry of the current GBER (Regulation 800/2008) on 31 December 2013. It is therefore proposed to prolong the current GBER until 30 June 2014. The Commission has invited responses by 10 September 2013 (IP/13/728).

Council adopts revised rules on block exemptions and procedures. On 23 July 2013, the Council of Ministers formally adopted Commission proposals for revised regulations on state aid exemptions (the Enabling Regulation) and related procedures (the Procedural Regulation). The new rules comprise part of the Commission’s State Aid Modernisation (HT.3365 – SAM – GBER review).

PUBLICATIONS / SPEECHES

Commission publishes proposals related to payment services. On 24 July 2013, the Commission published a proposal for a Regulation on interchange fees for card-based payment transactions, together with proposals for a new payment services Directive (PSD2). The Commission is proposing to impose a cap on the level of interchange fees charged in four-party payment (credit and debit) card schemes (the caps reflect the level proposed and accepted in competition cases involving Visa and MasterCard) (IP 13/730, SPEECH 13/658, FAQ). The OFT has also published a report on the regulation of UK payment systems (see OFT 1498).