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Securitas/ Stanley Security transaction approved unconditionally by the European Commission

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.

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

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.

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

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].

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

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].

Oracle’s acquisition of Cerner unconditionally cleared in Phase I

On 1 June 2022, the European Commission (“EC”) unconditionally approved Oracle’ acquisition of Cerner following a Phase I investigation.

Oracle is a multinational computer technology company that develops, produces, markets and distributes information technology solutions, including infrastructure software and services, enterprise hardware and enterprise applications software. Cerner is a leading supplier of enterprise applications software and services specifically designed for healthcare providers, as well as clinical research solutions supporting life sciences companies.

Given the lack of overlaps between the companies’ activities, the EC’s investigation focused on non-horizontal theories of harm. Among others, the EC considered the vertical link between Oracle’s relational database management systems software (upstream) and Cerner’s healthcare software (downstream). The EC concluded that the merged entity could not and would not engage in any anti-competitive foreclosure strategies.

RBB Economics, working alongside Clifford Chance, assisted Oracle throughout the proceedings and pre-notification phase.

Are data a source of unassailable competitive advantage in retailing?

The role of data as a source of competitive advantage has emerged as a key competition issue. In particular, very general concerns have been voiced regarding the competition implications of some digital platforms having superior access to data. Against this background, Benoît Durand and Iestyn Williams investigate the extent to which these general concerns are likely to apply to the retail sector specifically. Different retailers have different uses for data, and different data needs, depending on their business models and commercial strategies. Crucially, data analytics are not an end in themselves in retailing. Moreover, many other factors affect retail success. Any assessment of the competitive effects of data in a retail setting must, therefore, involve a holistic appraisal of the different aspects of retail competition, whether data-driven or not.

Durand and Williams – Are data a source of unassailable competitive advantage in retailing – May 2022

Paula Mäkelä joins RBB Economics

We are pleased to announce that Paula Mäkelä joins RBB as an Associate Principal. Paula was previously a Principal Economist at the Finnish Competition and Consumer Authority. Paula will initially spend time in Brussels before returning to Helsinki to continue RBB’s expansion in Finland.

Simon Bishop, Founder and Managing Partner of RBB Economics said: “We are delighted to welcome Paula to the firm. She brings excellent economic skills and an on the ground presence in Finland.”

Etienne Pfister joins RBB Economics

We are pleased to announce that Etienne Pfister joins RBB Economics as a Partner in our Paris office. Etienne was previously Chief Economist of the French Competition Authority.

Simon Bishop, Founder and Managing Partner of RBB Economics said: “Etienne is a natural fit for RBB. He is an excellent economist with a wealth of experience of providing economic advice on competition matters in France. Etienne will undoubtedly assist in accelerating the continued growth of our Paris office.”

RBB Economics celebrates its 20th anniversary

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This week 20 years ago, RBB Economics opened its first (tiny) office in London, followed shortly after with an office (also tiny) in Brussels.  Many in the competition law world thought we would quickly fail and indeed the founders themselves had doubts.

But RBB didn’t fail.  Indeed, to say that RBB exceeded all expectations is an understatement.  From that modest start, the firm now has over 170 staff working from 9 offices in Europe, Australia and South Africa.  We work on the highest profile matters and we are seen as preeminent experts in the field of competition economics in each of the geographic markets in which we operate.

We would like to thank all those of you who have placed your trust in our abilities over the years, either by retaining us directly or by recommending us to your clients.  Without that trust, RBB Economics would not be where it is today.  We will continue to strive to deliver on that trust and, in so doing, ensure that the foundations established over the last 20 years provide a good platform for the next 20 years.

CMA clears Sony music merger

On 16 March the CMA cleared Sony Music Entertainment’s acquisition of artist & label (A&L) service provider AWAL without remedies, following an in-depth phase II inquiry.

The CMA’s investigation focused on so-called “killer acquisition” theories of harm, examining the possibility that AWAL’s A&L business serving smaller artists may, absent the transaction, have expanded into competing with Sony for high profile artists. The CMA also considered the possibility that Sony’s The Orchard A&L business may, absent the transaction, have expanded to become an important rival to AWAL.

The CMA ultimately found that the parties do not compete closely at present, and that a large number of rivals are active in the A&L segment and as well placed to compete in the future as AWAL and The Orchard.

RBB, working alongside Cleary Gottlieb, advised Sony throughout the CMA’s investigation.