December 19 merger and competition round-up

CTFN's Brussels?Observer?newsletter is curated by European Commission and UK Competition and Markets Authority Reporter,?Michael Bow.?Sign up here to receive CTFN's newsletters directly in your inbox.

Brussels Observer is taking a break next week (December 26). We will be back on 3 January. Have a merry Christmas and a happy new year!

In this issue...

• EU officials reveal deals likely ensnared by Article 22
• DG Competition on lessons from digital mergers
• Vivendi submit remedies early for Lagardère probe
• Foie-gras merger on French menu for Phase II investigation
• UK appoints Sarah Cardell to lead CMA

Calendar

• December 22: Final working day of the year for European Commission staff
• December 23 through January 2: Public holidays for EU institutions

Brussels?

New Article 22 guidance | The EC published guidance to help companies and their advisors assess the likelihood of an Article 22 merger referral. The Article 22 mechanism lets the EC examine below-threshold mergers but has drawn criticism about increasing uncertainty. The new guidance sets out five hypothetical M&A deals which the EC would consider as suitable Article 22 candidates, all in the digital or pharma sectors. Read the Q&A here.?

Digital mergers | EU merger control is proving “resilient and flexible” amid novel competition problems from a wave of tech deals, an EC research paper said. The research, which examined past EC merger cases, suggested digital remedies are not “one size fits all”, because each digital deal presents unique issues. The paper concluded that the EC might block mergers if its toolkit were insufficient to resolve its concerns. Read the paper here.

Lagardère/Vivendi | French conglomerate Vivendi submitted remedies for its proposed takeover of rival Lagardère last week — just 11 working days into the EC’s Phase II review of the deal. The surprisingly early submission means the EC will start market testing the proposals immediately and suggests the parties are hoping for early clearance instead of a statement of objections. Vivendi is proposing to spin off its publishing arm to resolve concerns.?

Member states

France | France’s competition agency has opened a Phase II investigation into a merger of two major foie-gras producers. The Euralis and Ma?sadour merger raises concerns because of the combined entity’s high market share in the collection of ducks for slaughter and in the production and marketing of foie gras. The merging parties own brands like Delpeyrat, Maison Montfort and Diamant Noir.

UK?

Cardell appointed | The UK Competition and Markets Authority has a new CEO: current interim leader Sarah Cardell. The CMA insider, who joined the agency in 2013 as general counsel, replaces Andrea Coscelli, who left in July. UK business secretary Grant Shapps, who made the appointment, said, “Sarah’s expertise in competition, regulation and digital markets is unrivaled.” Cardell said she will focus on big topics like the cost of living and climate change.

?Merger updates

• The EC suspended the deadline for its Phase II review into Booking’s takeover of eTraveli last week using the stop-the-clock procedure.?
• The EC is due to announce the results of seven significant merger cases this week, including Broadcom’s bid for VMware on Tuesday, December 20.?
• Six transactions were notified to the EC last week (December 12 through December 16).?

Decisions, decisions

• NTS and Salmar managed to argue away EC concerns about the impact of their merger on Norwegian salmon farming even after a state-of-play meeting, this new decision shows. Once the agency’s concerns about Norway were resolved, it cleared the deal after the parties committed to address concerns about Icelandic salmon farming.

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