EU Mergers

Phase I Mergers

  • M.8361 QATAR AIRWAYS / ALISARDA / MERIDIANA (22 March 2017)
  • M.8373 EUROPA CAPITAL / REZIDOR / PHD POLSKA (22 March 2017)
  • M.8377 SPIE / SAG (20 March 2017)
  • M.8381 MOTHERSON SUMI SYSTEMS / PKC GROUP (20 March 2017)
  • M.8383 AMC / NORDIC CINEMA GROUP (21 March 2017)
  • M.8395 BRIDGEPOINT / ZENITH (22 March 2017)
  • M.8398 OTPP / OGF GROUP (21 March 2017)

EU Competition

Commission proposes new rules to make national competition authorities more effective. On 22 March 2017, the European Commission (Commission) proposed new rules which would enable the competition authorities in Member States to be more effective in enforcing EU antitrust rules. The rules aim to provide national authorities with a minimum common enforcement toolkit and effective powers to enable them to act independently when enforcing antitrust rules; to have the necessary financial and human resources; to have the powers they need to gather relevant evidence; to have the tools to impose the appropriate sanctions; and, to have coordinated leniency programmes. The new rules will take the form of a Directive and will now be transmitted to the European Parliament and European Council for adoption.

Commission publishes decision releasing E.ON from its commitments. On 22 March 2017, the Commission published a summary of its decision to terminate E.ON’s commitments five years ahead of schedule. The decision was adopted on 26 July 2016. The Commission had been concerned that by reserving capacity on its own gas network, E.ON may have closed the market to other gas suppliers and abused their dominant position on the German gas market contrary to Article 102 of the Treaty on the Functioning of the European Union. This was because E.ON had booked the majority of available gas transport capacity at entry points into its network on a long-term basis. The commitments sought to address this by reducing E.ON’s long-term bookings and releasing entry capacity on its gas transmission network. However, the Commission re-assessed the market situation following a request from E.ON and found that the commitments were no longer necessary as the German gas market structure had changed and competition on the market had increased significantly. E.ON have therefore been released from the commitments.

UK Cartels

CMA launches an advertising campaign to crack down on cartel activity. On 20 March 2017, the Competition and Markets Authority (CMA) announced that is has launched its first ever advertising campaign on cartels in an attempt to stamp out this unlawful activity. The campaign is designed to encourage people to report any illegal activity they witness by offering whistle-blowers a reward of up to £100,000 and promising them anonymity. The adverts will appear on key websites and on social media sites, such as Twitter and LinkedIn. It is hoped that this campaign will raise awareness of what a cartel is and warn of the penalties. 

UK Competition

CMA extends timetable for investigation into the pricing of pharmaceutical products. On 20 March 2017, the CMA announced that it has further extended the timetable for its investigation relating to the suspected unfair pricing of certain pharmaceutical products by Concordia International RX (UK) Limited, including products supplied to the NHS. The CMA were due to take a decision on whether to proceed with the investigation under Chapter II of the Competition Act 1998 in April 2017, however, the CMA will now take a decision in May 2017.      

CMA publishes its full text decision on Pennon Group Plc and South Staffordshire Plc’s joint venture. On 21 March 2017, the CMA published the full text of its decision on the joint venture between Pennon Group Plc (Pennon) and South Staffordshire Plc (SSP). The CMA’s decision was given on 10 March 2017. Pennon and SSP overlap in the supply of retail water services and they are both currently active in supplying non-household (NHH) customers within regulated regional monopolies. The two Parties are proposing to combine their respective NHH retail water businesses and Pennon’s sewerage business in preparation for the opening of the English NHH retail and sewage sector to full competition in April 2017. In their assessment of the effects of the merger, the CMA found that the merged entity will have a low share of supply after the opening of the market and will have a significant number of competitors. Moreover, evidence from third parties did not indicate that the Parties were close competitors for any NHH customer or region and the majority of third parties, including Ofwat, were not concerned by the merger. The CMA therefore concluded that the merger would not give rise to a realistic prospect of a substantial lessening of competition. The effects of the merger in Scotland were also assessed by the CMA but it was concluded that the Parties had very little presence in Scotland so there was again no realistic prospect of a substantial lessening of competition. Therefore, the anticipated merger was not referred to the Commission under section 33(1) of the Enterprise Act 2002.       

CMA publishes full text of its decision on Bupa’s acquisition of Oasis Healthcare.  On 22 March 2017, the CMA published the full text of its decision on the completed merger between Bupa Finance Plc (Bupa) and The Oasis Healthcare Group Limited (Oasis). Bupa and Oasis overlap in the supply of private dental services in the UK, such services include orthodontic services, specialist treatments, and general dental services. The CMA assessed the impact of the merger and concluded that it did not give rise to a realistic prospect of a substantial lessening of competition in relation to the provision of general and specialist dental services to private patients in the UK. This decision was given on 16 March 2017. The CMA believes that post-merger the Parties’ dental practices will be sufficiently constrained by other competing dental practices in local areas throughout the UK and that there was a limited overlap between the Parties in the supply of dental services to NHS patients. The CMA also considered the vertical relationship between Bupa and Oasis due to the connection between Oasis’s supply of dental services and Bupa’s supply of insurance products. However, the Parties share in the supply of insurance and dental services was low so the CMA concluded that the merger would not harm any rival dentists or insurers. The completed merger was therefore not referred to the Commission under section 22(1) of the Enterprise Act 2002.