News

GXO’s acquisition of Clipper unconditionally cleared in Phase I 20.10.22

The CMA has unconditionally cleared the acquisition of Clipper Logistics by GXO Logistics following a Phase I investigation.

The investigation focused on the horizontal overlaps between the companies’ activities in the market for contract logistics services (‘CLS’) in the UK. The CMA also considered whether different types of (end)customers warrant a separate market.

As CLS is a bidding market, the CMA’s investigation placed greater weight on the closeness of competition through bidding data, third party views and internal documents, rather than relying on market shares. The CMA concluded that the parties are not particularly close competitors and that sufficient competitors remain in the market. The decision also acknowledges the in-house provision of CLS by customers as a constraint to the merged entity.

RBB assisted GXO Logistics throughout pre-notification and Phase I, working alongside Freshfields.

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Securitas/ Stanley Security transaction approved unconditionally by the European Commission 15.07.22

The European Commission has cleared unconditionally the acquisition of sole control of the electronic security business of Stanley Black & Decker, Inc. (‘Stanley Security’) of the US by Securitas AB (‘Securitas’) of Sweden. Stanley Security and Securitas are security service providers, both active in the installation and maintenance of electronic guarding equipment and alarm monitoring and response services. Securitas also provides manned guarding services.

The transaction results in a number of horizontal and non-horizontal links between the companies’ activities in the markets for the provision of security services in several countries in the EEA. After a detailed investigation in pre-notification and Phase I, the EC concluded that the proposed acquisition would raise no horizontal competition concerns, in particular due to the buyer power enjoyed by certain customers. Moreover, the merged entity would not have the ability to engage in foreclosure practices. RBB assisted Securitas throughout the EC process, working alongside law firms K&L Gates and Freshfields.

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BEWI’s acquisition of Jackon cleared after three phase II reviews 05.07.22

In June, and early July, the competition authorities in Sweden, Finland and Norway all cleared BEWI’s acquisition of the insulation and packaging company Jackon following phase II reviews. The acquisition was previously also cleared in Germany.

The parties both produce and sell insulation and packaging products made of cell plastics (mainly EPS and XPS).

In Sweden, the competition authority had initial concerns about the parties’ joint position, but concluded that the merger would not restrict effective competition.

In Finland, the competition authority had concerns about the overlap within thermal and frost insulation of EPS and in Norway the competition issue identified was local sales of fish boxes in the north of Norway. To alleviate any potential competition concerns, BEWI has agreed to divest two EPS factories in Finland and two fish box factories in Norway.

RBB Economics, working alongside law firms Cirio, Castrén & Snellman, Thommessen, Schjødt and Pinsent Masons, assisted BEWI throughout the proceedings and pre-notification phases.

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The merger between Euroapotheca and Oriola cleared in phase 1 on 29.06.2022 29.06.22

On 29 June 2022, the Swedish Competition Authority (SCA) cleared the merger between Euroapotheca and Oriola. The merger was cleared in phase 1 without remedies.

Euroapotheca is based in Lithuania and runs pharmacies in Lithuania, Latvia, Estonia, Sweden and Poland, in Sweden under the brand Apoteksgruppen. Apoteksgruppen operates around 190 pharmacies in Sweden. Oriola is a listed company headquartered in Finland. In Sweden, Oriola operates a chain of 320 pharmacies under the brand Kronans Apotek. In addition, Oriola is one of only two firms in Sweden which stocks and distributes prescription medicines on behalf of drug manufacturers as well as buy and sell over-the-counter drugs and other pharmaceutical goods.

The SCA investigated the horizontal overlap between the parties on the pharmacy markets in Sweden. The joint national market share is below 30 percent, while much higher in some local markets. It was noted in the SCA decision that online pharmacies likely constitute a competitive constraint on physical pharmacies, although the SCA did not take any formal stance on whether online belongs to the same relevant product market. The SCA argued in its decision that the pharmacy market in Sweden both has elements on national competition (e.g. national pricing and homogenous product offering) and local competition (from a demand side perspective). The SCA also analysed possible vertical effects and found that these were not significantly anticompetitive.

RBB Economics assisted the merging parties throughout the pre-notification and the proceedings together with law firms Hannes Snellman and Cederquist.

The SCA decision can be found [here].

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GrandVision’s acquisition of Smarteyes unconditionally cleared after Phase II review, 28/06/2022 28.06.22

On 28 June 2022 the Swedish Competition Authority (SCA) unconditionally cleared GrandVision’s acquisition of Smarteyes, following a Phase II review.

GrandVision is a global player in optical retailing, and it operates in more than 40 countries across Europe, the Americas and Asia. It is owned by EssilorLuxottica, which is a global manufacturer of spectacle frames, sunglasses, and ophthalmic lenses, and it owns eyewear brands such as RayBan, Oakley, and Persol. Smarteyes is active in optical retailing, primarily in Sweden but also in Denmark and Germany.

The SCA investigated the horizontal overlap between the Parties at the retail level, and especially whether the acquisition would lead to reduced competition in local areas, but it found that this was unlikely to be the case. The SCA also analysed whether the vertical acquisition would give rise to anti-competitive effects, where the merged entity would increase prices to competing retailers (partial input foreclosure) or where the merged entity would stop purchasing from rival wholesalers (customer foreclosure). The SCA ultimately concluded that anti-competitive vertical effects were also unlikely.

RBB Economics, working alongside law firms Cooley and Linklaters, assisted GrandVision and EssilorLuxottica throughout the proceedings and pre-notification phase.

The SCA decision can be found [here].

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