European Commission approves Essilor/Luxottica unconditionally, after a Phase II review 05.03.18
The European Commission has approved unconditionally the proposed merger between Essilor and Luxottica after a Phase II investigation. Essilor is a global manufacturer of ophthalmic lenses and owns brands such as Varilux, Crizal and Transitions. Luxottica is a global manufacturer of spectacle frames and sunglasses, and owns several brands such as Ray-Ban, Oakley and Persol. RBB Economics assisted both Parties in the context of this merger investigation.
At the end of its Phase I review, the Commission had raised concerns that the merged entity could engage in anti-competitive bundling or tying practices by using Luxottica’s brands to convince opticians to buy Essilor lenses, thereby foreclosing rival lens suppliers. The Commission also raised concerns in the opposite leveraging direction: that the merged entity could use Essilor’s brands to foreclose rival manufacturers of spectacle frames or sunglasses.
Following the submissions made by the Parties and RBB Economics during Phase II, which were confirmed by the Commission’s own market investigation, the Commission decided to clear the merger unconditionally. Since Commissioner Vestager is in office, only two other cases have gained clearance with no remedies after an in-depth review (FedEx/TNT, on which RBB Economics advised FedEx, and Siemens/Dresser-Rand).
RBB Economics is also advising the Parties on the merger’s filing in other jurisdictions, most of which have already resulted in an unconditional clearance.
Discovery/Scripps TV merger approved with behavioural remedy 07.02.18
The European Commission has cleared at phase I the acquisition of Scripps by Discovery, a transaction combining two suppliers of wholesale TV channels. During the investigation concerns arose in respect of bargaining power potentially deriving from Scripps’ TVN24 news channel in Poland. These concerns were addressed by a commitment to supply TVN24 at a “reasonable fee” for seven years. RBB, working with Debevoise & Plimpton, advised Discovery during the Commission investigation.
RBB speaks about “Economic Analysis in Mergers” at the Competition Law Nordic conference 02.02.18
The conference, that is sponsored by RBB Economics, is the only truly pan-Nordic forum bringing together in-house counsel from major multinational companies, regional competition authorities and other experts to discuss key developments, challenges and practical solutions as they develop across the region. For more details click here
Qualcomm NXP wins EU approval 26.01.18
The European Commission has approved Qualcomm’s $47bn proposed acquisition of NXP. Qualcomm is a supplier of baseband chipsets (BC) for smartphones, while NXP is a supplier of several types of semiconductors, including near-field communication (NFC) and secure element (SE) chips.
Following its Phase I investigation, the Commission had raised concerns that the merged entity would engage in a range of commercial strategies in order to harm rival suppliers, including mixed bundling, pure bundling and tying of BC, NFC and SE. However, during the Phase II process the Parties were able to demonstrate that the primary concerns relating to bundling and tying were unfounded. A number of RBB papers addressing these issues were submitted to the Commission.
A narrow set of remaining concerns were resolved by remedies relating to IP licensing and interoperability, avoiding a statement of objections (SO). RBB advised Qualcomm during the merger notification, in conjunction with Quinn Emanuel Urquhart & Sullivan
Ocean Network Express container liner joint venture – approved subject to conditions 17.01.18
Following its investigation, the Competition Commission had prohibited a joint venture that would combine the global container liner shipping businesses of NYK., MOL, and K-Line, to form Ocean Network Express, due to concerns that the transaction would lead to coordinated effects in the container liner shipping market, as well as spill over effects in adjacent markets in which each of the joint venture parties would continue to operate independently, such as car carrier and bulk shipping services. The parties applied to the Competition Tribunal for a consideration, and an RBB team led by Patrick Smith, and assisted by Jacob Muller, submitted an expert report to the Tribunal, assessing the effect of the joint venture on competition in container liner shipping services, as well as adjacent shipping markets. The Commission ultimately abandoned its concerns in container liner shipping services, and the Commission and the Parties jointly proposed a range of conditions, that were later approved by the Tribunal, relating to the exchange of competitively sensitive information between the container liner shipping joint venture, and the parties’ adjacent and independent car carrier shipping and bulk shipping businesses. RBB was instructed by Webber Wentzel, attorneys acting for the parties.