The Proposed Acquisition of JPIMedia Publications Limited by DMG Media Limited Phase 1 Assessment
M_2020_1
Table of Contents
Table of Contents ...... i
1. Background ...... 3
The Purchaser: ...... 3
The Target: ...... 4
Media Sector ...... 4
The Purchaser: ...... 5
The Target: ...... 6
2. Application of the Relevant Criteria & s. 28D (2) of the Competition Act. 7
Significant Interests ...... 7
The Purchaser: ...... 8
The Target: ...... 9
Impact:...... 9
Relevant Media Assets ...... 10
The Purchaser: ...... 10
The Target: ...... 11
Impact:...... 11
Ownership and Control...... 12
Relevant Media Assets:...... 12
Regulatory Oversight: ...... 12
Proposed Changes: ...... 12
Impact:...... 12
Market Share ...... 13
Brand & News Reach: ...... 14
The Views of the Parties ...... 14
Impact:...... 15
Media Merger – Parties; Examination - i -
Governance and Editorial Management ...... 15
Compliance and Ethics ...... 16
Editorial Ethos ...... 16
Impact ...... 17
Content – Diversity ...... 17
The Purchaser ...... 17
The Target ...... 18
Impact ...... 18
Financial ...... 18
Proposed Transaction Structure: ...... 18
The Purchaser: ...... 19
The Target: ...... 19
The Views of the Parties ...... 19
Impact:...... 19
The scale and reach of RTÉ and TG4 ...... 19
Impact:...... 20
The Views of the CCPC/European Commission ...... 20
The Overall Views of the Undertakings Involved ...... 21
3. Summary of the Application of the Relevant Criteria & s. 28D (2) of the Competition Act ...... 22
4. Conclusion ...... 25
Media Merger – Parties; Examination - ii -
1. Background
1.1 The Proposed Transaction involves the acquisition of JPIMedia Publications (the Target) by DMG Media Limited (the Purchaser)
(together the Parties) (the Proposed Transaction)1.
1.2 The Proposed Transaction was enacted on 29 November 20192. By putting the Proposed Transaction into effect prior to receiving a determination by the Minister, the Parties breached section 28(C)(1) of the Competition Act 2002 (as amended)and consequently under section 28(C)(3) of the Act, the Proposed Transaction is void.
1.3 The Proposed Transaction is also void under section 19(2) of the Act as the Parties enacted the transaction prior to receiving clearance from the Competition and Consumer Protection Commission (CCPC). In accordance with section 18(12A) of the Act, the CCPC accepted and assessed the Proposed Transaction and subsequently cleared the Proposed Transaction. As notification to the Minister follows on from a CCPC determination, the CCPC’s determination to clear the Proposed Transaction makes it appropriate for the Proposed Transaction to now be considered by the Minister. However, the Proposed Transaction remains void until a determination is made by the Minister which clears the Proposed Transaction.
1.4 The Parties are making a joint notification3.
The Purchaser:
1.5 In the State, the Purchaser is active in the publishing and internet media sectors through the publication of national newspapers and the operation
of news websites4.
1.6 In the UK, the Purchaser is active in the publishing and internet media sectors through the publication of newspapers and news websites5.
1 M_2020_1 DMG Media / JPIMedia Notification form p. 2, 3 2 CCPC Determination of Merger Notification M/19/040-DMG/ JPIMedia 3 M_2020_1 DMG Media / JPIMedia Notification form p. 5 4 M_2020_1 DMG Media / JPIMedia Notification form p. 2 5 M_2020_1 DMG Media / JPIMedia Notification form p. 2, 3
Media Merger – Parties; Examination - 3 -
The Target:
1.7 The Target does not operate any media businesses in the State6. However the Target publishes a national newspaper and operates a news website in the UK7. Therefore, the Proposed Transaction constitutes a media merger under section 28(A) (1) as “one or more of the undertakings involved carries on a media business in the State and one or more of the undertakings involved carries on a media business elsewhere”.
Media Sector
1.8 Media Mergers, as defined in s. 28A of the Competition Act 2002 (as amended) (the Competition Act), refers to those undertakings which “carry on a media business” in the State. A “media business” is defined in the Competition Act as follows:
‘media business’ means the business (whether all or part of an undertaking’s business) of—
the publication of newspapers or periodicals consisting substantially of news and comment on current affairs, including the publication of such newspapers or periodicals on the internet,
transmitting, re-transmitting or relaying a broadcasting service,
providing any programme material consisting substantially of news and comment on current affairs to a broadcasting service, or
making available on an electronic communications network any written, audiovisual or photographic material, consisting substantially of news and comment on current affairs, that is under the editorial control of the undertaking making available such material;
1.9 Furthermore, the current Guidelines on Media Mergers (the Guidelines) provides the following supplementary definition of a “media sector”:
‘media sector’ means one of the following (and ‘media sectors’ means one or more of the following collectively):
6 M_2020_1 DMG Media / JPIMedia Notification form p. 2 7 M_2020_1 DMG Media / JPIMedia Notification form p. 3
Media Merger – Parties; Examination - 4 -
Publishing – publication of newspapers or periodicals consisting substantially of news and comment on current affairs and the production of content for same.
Broadcasting – transmitting, re-transmitting or relaying a broadcast service including radio or television and the production of content for same.
Internet media – making available on an electronic communications network any written, audio-visual or photographic material consisting substantially of news and comment on current affairs.
1.10 Furthermore, the Guidelines also note a number of sectors, these being television, radio, print media, internet, [and] other media interests, on the basis of which cross-media interests can be considered.
1.11 The Guidelines provide a working method of grouping media business, as defined in the Competition Act, in order to facilitate the examination of notified media mergers. The guidance provided by the Guidelines in this area is not exhaustive and does not preclude the examination of sub- sectors of the media sectors identified or other relevant groupings of media businesses.
The Purchaser:
1.12 In the State, the Purchaser is active in the following media sectors:
Publishing – publication of newspapers or periodicals consisting substantially of news and comment on current affairs and the production of content for same.
Internet media – making available on an electronic communications network any written, audio-visual or photographic material consisting substantially of news and comment on current affairs.
Media Merger – Parties; Examination - 5 -
1.13 The Purchaser is active in the publishing sector through the publication of
the following national titles8
The Irish Daily Mail
The Irish Mail on Sunday
1.14 The Purchaser is active in the internet media sector through the operation
of the following news websites9
MailOnline
evoke.ie
Extra.ie
1.15 The Purchaser is active in the UK publishing and internet media sectors through the publication of newspaper and operation of news websites10.
The Target:
1.16 The Target is active in the UK publishing and internet media sectors through the publication of a national newspaper, the i newspaper and a news website, www.inews.co.uk11.
1.17 The Target is not active in any media sector in the State12.
8 M_2020_1 DMG Media / JPIMedia Notification form p. 3 9 M_2020_1 DMG Media / JPIMedia Notification form p. 3 10 M_2020_1 DMG Media / JPIMedia Notification form p. 3 11 M_2020_1 DMG Media / JPIMedia Notification form p. 3 12 M_2020_1 DMG Media / JPIMedia Notification form p. 2
Media Merger – Parties; Examination - 6 -
2. Application of the Relevant Criteria & s. 28D (2) of the Competition Act
Significant Interests
2.1 In accordance with Section 28L of the Competition Act 2002, the Guidelines provide a characterisation of what constitutes a significant interest in a media business – which it states means “[h]as sufficient voting, financial or ownership strength within the relevant media business or media businesses to influence directly or indirectly, to an appreciable extent, the direction or policy of the media business or media businesses with regard in particular to news, current affairs or cultural content. This includes sourcing, production, supply or delivery of such content”. This characterisation further includes indicative thresholds as to what constitutes a significant interest in entities that carry on media businesses in the State, including that:
A holding or voting strength of between 10% and 19% (directly or indirectly) may constitute a significant interest.
A holding or voting strength of more than 20% (directly or indirectly) will generally constitute a significant interest.
2.2 The definition of “plurality of the media” is provided in the Competition Act and includes both diversity of ownership and diversity of content, both of which are also defined in the Act, as reproduced below:
Diversity of content – “means the extent to which the broad diversity of views (including diversity of views on news and current affairs) and diversity of cultural interests prevalent in Irish society is reflected through the activities of media businesses in the State including their editorial ethos, content and sources”.
Media Merger – Parties; Examination - 7 -
Diversity of ownership – “means the spread of ownership and control of media businesses in the State linked to the market share of those media businesses as measured by listenership, readership, reach or other appropriate measures”.
The Purchaser:
2.3 The Purchaser is a wholly owned subsidiary of Daily Mail and General Trust Plc (DMGT)13.
2.4 DMGT is a public company with two classes of shares, ordinary voting shares and A ordinary non-voting shares. The ordinary voting shares are held by a holding company, Rothermere Continuation Limited (RCL), controlled by a trust which is held for the benefit of Lord Rothermere and his immediate family. The A ordinary non-voting are listed on the London Stock Exchange14.
2.5 The board of directors of DMGT is as follows15:
The Viscount Rothermere, Chairman PA Zwillenberg, CEO TG Collier, Group Chief Financial Officer KJ Beatty, Executive Director Lady Keswick, Independent Non-Executive Director AH Lane, Non-Executive Director FL Morin, Non-Executive Director DH Nelson, Non-Executive Director KA H Parry OBE, Independent Non-Executive Director JP Rangaswami, Independent Non-Executive Director JH Roizen, Independent Non-Executive Director D Trempont, Independent Non-Executive Director FL Sallas, Company Secretary
2.6 Andrew Lane, François Morin and David Nelson are not independent directors as Andrew Lane and David Nelson are each advisers to Lord Rothermere and François Morin is a Director of RCL16.
13 M_2020_1 DMG Media / JPIMedia Notification form p. 3 14 M_2020_1 DMG Media / JPIMedia Notification form p. 7 15 M_2020_1 DMG Media / JPIMedia Notification form p. 16
Media Merger – Parties; Examination - 8 -
The Target:
2.7 The Target is a wholly owned subsidiary of JPIMedia Limited. JPIMedia Limited is a UK based media organisation with media assets operating in the UK17.
2.8 Shareholders with more than 10% share in JPIMedia Limited are as follows18:
2.9 The directors of the Target are as follows19:
David Kenneth Duggins (a director of other Seller group entities) Parminder Singh Sandhu (Chairman of the Seller and director other Seller group entities)
Impact:
2.10 As can be seen above, there are three entities which can be said to hold a significant interest in the Purchaser as follows:
DMGT
RCL
Rothermere family
2.11 Therefore should the Proposed Transaction proceed; DMGT, RCL and the Rothermere family will gain a significant interest in the Target.
2.12 As can be seen above there are three entities which can be said to hold a significant interest in the Target as follows:
JPIMedia Limited
16 M_2020_1 DMG Media / JPIMedia Notification form p. 8 17 M_2020_1 DMG Media / JPIMedia Notification form p. 3 18 M_2020_1 DMG Media / JPIMedia Notification form p. 7 19 M_2020_1 DMG Media / JPIMedia Notification form p. 17
Media Merger – Parties; Examination - 9 -
2.13 However, as the pre-merger significant interests in the Target will be extinguished should the Transaction be put into effect, they will not be considered further in this examination.
2.14 The information above does not, in itself, give rise to concerns regarding issues of significant interest in regard to the Proposed Transaction. It should be noted that significant interest within a media business or a range of media businesses does not necessarily constitute a significant interest in a media sector or across media sectors. While the Guidelines provide a definition of what constitutes a significant interest in a media business, the relevant criteria in the Competition Act specifies the consideration of significant interests in and across media sectors. Therefore, there are two separate concepts of significant interests considered in media merger examinations and in this examination, those in media businesses and those in media sectors.
2.15 Therefore, whether DMGT, RCL or the Rothermere family acquiring a significant interest in the Target will be contrary to the public interest in protecting plurality of media in the State will be assessed in accordance with the relevant provisions of the 2002 Act and the Guidelines, in terms of the remainder of the indicators in this examination, particularly Relevant Media Assets, Ownership and Control, Market Share, Governance and Editorial Management and the Views of the CCPC:
Relevant Media Assets
2.16 Relevant media asset is defined by the Guidelines as “holdings which constitute a significant interest in an undertaking (other than an undertaking party to the merger) that carries on a media business in a media sector(s) in the State, and which are held either by an undertaking party to the merger or by a natural or legal person with a significant interest in an undertaking party to the merger”.
The Purchaser:
Media Merger – Parties; Examination - 10 -
2.17 The Purchaser operates a number of relevant media assets in the State. There are as follows20:
Two national newspapers:
(i) The Irish Daily Mail
(ii) The Irish Mail on Sunday
Three news websites:
(i) MailOnline
(ii) Evoke.ie
(iii) Extra.ie
The Target:
2.18 The Target is active in the UK publishing and internet media sectors through the publication of newspapers and the operation of news websites. The Target’s parent company, JPIMedia Limited, also operates regional newspapers in the UK21.
2.19 The Parties confirm that the Target is not active in the State22.
2.20 As the media assets of the Target and JPIMedia Limited are not based in the State nor do they target an Irish audience they will not be considered in this examination as the acquisition of the aforementioned assets has no effect on plurality of media in the State.
Impact:
2.21 The information above does not give rise to concerns in the issue of relevant media assets in regard to the Proposed Transaction. The following entities relevant to this examination have significant interests in media businesses that operate a number of relevant media assets:
The relevant media assets of the Purchaser identified above:
20 M_2020_1 DMG Media / JPIMedia Notification form p. 2 21 M_2020_1 DMG Media / JPIMedia Notification form p. 2 22 M_2020_1 DMG Media / JPIMedia Notification form p. 24
Media Merger – Parties; Examination - 11 -
(i) DMGT
(ii) RCL
(iii) Rothermere family
2.22 As previously explained (par. 2.20) the media assets relevant to the Target will not be considered further in this examination.
2.23 The ownership of a number of the relevant media assets identified above by the significant interest holders identified above must be assessed in terms of the market share that these relevant assets possess in their respective sectors and on a cross-sector basis.
Ownership and Control
Relevant Media Assets:
2.24 DMGT, RCL and the Rothermere family have interests in the Purchaser that constitutes a significant interest and thus have significant interests in the relevant media assets, identified above (par. 2.17), of the Purchaser.
Regulatory Oversight:
2.25 The Parties confirm that all of the Purchaser’s Irish titles comply with and are signed up to the Code of Practice as authorised by the Press Council of
Ireland and the Office of the Press Ombudsman23.
Proposed Changes:
2.26 There is no proposed change to the regulatory oversight as a result of the Proposed Transaction.
Impact:
2.27 The information above does not in itself give rise to concerns regarding issues of ownership and control in regard to the Proposed Transaction. The ownership of a number of the relevant media assets identified above, by the significant interest holders identified above, must be assessed in terms of the market share that these relevant assets possess in their respective sectors and across sectors.
23 M_2020_1 DMG Media / JPIMedia Notification form p. 18
Media Merger – Parties; Examination - 12 -
Market Share
2.28 The market share held by the relevant media assets of the Purchaser in the publishing and internet media sectors is shown in the tables below, provided by the Parties24.
Table 1: Sunday Newspapers – Market Shares by circulation
Newspaper Circulation Market Share (Circulation)
Irish Mail on Sunday 60,726 11.1%
Sunday Independent 165,334 30.3%
Sunday World 123,095 23%
The Sunday Times – Irish 71,570 13.1% Edition
Irish Sun on Sunday 49,134 9.0%
Irish Sunday Mirror 20,220 3.7%
Daily Star Sunday 12,873 2.4%
Sunday People 7,411 1.4%
Sunday Express 2,601 0.5%
The Sunday Business Post 26,652 4.9%
The Observer 4,159 0.5%
Sunday Telegraph 1,580 0.3%
Total 545,355 100%
Table 2: Daily Newspapers – Market Shares by circulation
24 M_2020_1 DMG Media / JPIMedia Notification form p. 10, 11 (Circulation Data sourced from Newsbrands.ie and www.abc.org.uk - Average July to December 2018)
Media Merger – Parties; Examination - 13 -
Newspaper Circulation Market Share (Circulation) Irish Daily Mail 30,428 8.3%
Irish Independent 83,900 23%
Irish Daily Star 44,260 12%
The Herald 28,940 7.9%
Irish Times 58,131 15.9%
Irish Examiner 25,419 6.9%
Irish Sun 52,126 14.2%
Irish Daily Mirror 28,633 7.8%
The Express 2,216 0.6%
Financial Times 2,178 0.6%
The Guardian 2,006 0.5%
The Daily Telegraph 1,956 0.5%
2.29 As previously explained (par. 2.20), the relevant media assets of the Target are not active in the State. Therefore, the Proposed Transaction will not cause a change in the market share in the State.
Brand & News Reach:
2.30 Neither the relevant traditional media assets nor the relevant internet media assets of the Purchaser were ranked as main news brands in the Reuters Digital News Report 2019 for Ireland (Reuters Report 2019).
2.31 In the Reuters Report 2019 the top internet brands used for news were RTÉ News Online, Journal.ie and Independent.ie, and the top traditional news sources were RTÉ TV News, RTÉ Radio News and Sky News25.
The Views of the Parties
2.32 The Parties state that “The Target has no activity in the State, does not make any sales of the i Newspaper in the State and therefore has no
25 Reuters Digital News Report 2019 for Ireland
Media Merger – Parties; Examination - 14 -
market share… As the Target is not active in the media sector in the State, the Transaction cannot result in any reduction in the plurality of voices in the news media in the State… the i Newspaper has no presence in the State and does not produce content focussed on the State or targeted at Irish audiences (focusses exclusively on readers and advertisers in the UK).”26
Impact:
2.33 Should the Proposed Transaction proceed, DMGT, RCL and the Rothermere family will hold a significant interest in the media assets of the Target.
2.34 The information above does not raise concerns regarding market share in relation to the Proposed Transaction for the following reason:
The Proposed Transaction will not result in any concentration of market share in any media sector in the State.
Governance and Editorial Management
2.35 The board of directors of the Purchaser is as follows27:
Lord Rothermere, Chairman, DMG Media Paul Dacre, Chairman and editor-in-chief, Associated Newspapers Martin Clarke, Publisher, DMG Media Kevin Beatty, CEO, DMG Media James Welsh, Group Finance Director, DMG Media Roland Agambar, Chief Marketing Officer, DMG Media
2.36 The board of directors of DMGT is as follows28:
Lord Rothermere, Chairman PA Zwillenberg, CEO TG Collier, Group Chief Financial Officer KJ Beatty, Executive Director Lady Keswick, Independent Non-Executive Director AH Lane, Non-Executive Director
26 M_2020_1 DMG Media / JPIMedia Notification form p. 14, 27 27 Dmgmedia.co.uk/about access on 1 April 2020 28 M_2020_1 DMG Media / JPIMedia Notification form p. 16
Media Merger – Parties; Examination - 15 -
FL Morin, Non-Executive Director DH Nelson, Non-Executive Director KA H Parry OBE, Independent Non-Executive Director JP Rangaswami, Independent Non-Executive Director JH Roizen, Independent Non-Executive Director D Trempont, Independent Non-Executive Director FL Sallas, Company Secretary
2.37 The directors of the Target are as follows29:
David Kenneth Duggins (a director of other Seller group entities) Parminder Singh Sandhu (Chairman of the Seller and director other Seller group entities)
2.38 Should the Proposed Transaction be put into effect the Target’s directors will be as follows30:
Richard Thomson, Managing Director of the Target
Oly Duff, Editor in Chief of the Target
Compliance and Ethics
2.39 The Parties confirm that all of the Purchaser’s Irish titles comply with and are signed up to the Code of Practice as authorised by the Press Council of
Ireland and the Office of the Press Ombudsman31.
Editorial Ethos
2.40 The Parties state that:
“DMGT
Editors are chosen through an open process, senior editorial appointments are the responsibility of their editors (editor of the Daily Mail appoints the editors of the Irish Daily Mail and the Irish Mail on Sunday). In the case of online publications (which operate globally), senior editorial appointments are the responsibility of the publisher of DMG Media, who is an experienced editor himself. The editors of DMGT
29 M_2020_1 DMG Media / JPIMedia Notification form p. 17 30 M_2020_1 DMG Media / JPIMedia Notification form p. 17 31 M_2020_1 DMG Media / JPIMedia Notification form p. 18
Media Merger – Parties; Examination - 16 -
newspapers have editorial independence and control over the integrity, tone and content of their respective newspapers, whilst ensuring compliance with the rules and regulations of the IPSO and the Press Council of Ireland.
Target
Editors are selected through an open process.
The i Newspaper is editorially independent, and its editorial direction is decided by the Editor-in-chief alone (the initial shortlisting of candidates is the responsibility of the relevant team leader / managing editor). Its editorial stance is based on fair coverage and lack of political bias. The Editor-in-chief is accountable for quality control of the publication and for cost control of publishing operations. When a senior editorial vacancy arises, given the size of the, approval to recruit is sought from the Managing Director and governed by either the budgeted headcount or overall department budget.”32
Impact
2.41 The information above does not give rise to concerns regarding governance or editorial management in relation to the Proposed Transaction due to the titles’ membership of the relevant regulatory body.
Content – Diversity
The Purchaser
2.42 The newspaper titles controlled by the Purchaser which are relevant to the Irish market are the Irish Daily Mail and the Irish Mail on Sunday. The Irish Daily Mail is a national daily title with content comprised of approximately advertising, news and current affairs and The Irish Mail on Sunday is a national Sunday title with content comprised of approximately advertising, news and current affairs and entertainment33.
32 M_2020_1 DMG Media / JPIMedia Notification form p. 19, 20 33 M_2020_1 DMG Media / JPIMedia Notification form p. 22, 23
Media Merger – Parties; Examination - 17 -
2.43 Both the Irish Daily Mail and the Mail on Sunday accept and publish letters to the editor34
The Target
2.44 The Target does not have Irish focussed content and does not target an Irish audience35
Alternative Content
2.45 The Parties refer to alternative content in the form of other national titles
and the increase in the consumption of digital content36.
The Views of the Parties
2.46 The Parties state that “With respect to the newspaper sector specifically, the Parties note, there are a number of media groups active in the publication and sale of national daily and Sunday newspapers in Ireland such as Independent News & Media / Mediahuis, the Irish Times Group, News Corporation, Reach plc, Guardian Media Group and the Telegraph Media Group as well as a number of regional newspaper players such as Iconic and Celtic Media Group.”37
Impact
2.47 The information above does not appear to raise concerns regarding diversity of content, particularly news and current affairs, in relation to the Proposed Transaction. Therefore, it is unlikely that the Proposed Transaction will in this regard have an adverse impact on the plurality of the media in the State.
Financial
Proposed Transaction Structure:
2.48 On 29 November 2019, the Purchaser and the Target executed a Share Purchase Agreement (SPA). Under the SPA the Purchase acquires the entire issues share capital and thereby sole control of the Target for a cash
34 M_2020_1 DMG Media / JPIMedia Notification form p. 25 35 M_2020_1 DMG Media / JPIMedia Notification form p. 24 36 M_2020_1 DMG Media / JPIMedia Notification form p. 28 37 M_2020_1 DMG Media / JPIMedia Notification form p. 26
Media Merger – Parties; Examination - 18 -
consideration of £49.6m. The Parties state that the transaction doesn’t involve any debt38.
The Purchaser:
2.49 For the year ended 30 September 2019, DMGT had a revenue of £1,411m, a pre-tax profit of £145m and a net cash and cash equivalents of £247m39.
The Target:
2.50 The Parties state that the Target’s 2018 revenue was However, financial reports for the Target were not provided by the Parties and were not sought as the Target does not operate in the State.
The Views of the Parties
2.51 The Parties state that “DMGT has a strong balance sheet and the foundations in place to deliver long-term growth. It has more than sufficient resources for the acquisition of and running of the Target.”40
Impact:
2.52 The information above does not appear to raise concerns regarding finance in relation to the Proposed Transaction, the assessment of the Department’s media merger financial adviser is that DMGT is likely to have more than adequate financial resources to continue to carry on its media businesses in the State, following the merger41.
The scale and reach of RTÉ and TG4
2.53 As neither RTÉ nor TG4 are active in the publishing sector in the State, the Parties are not in competition with the Public service broadcasters in this regard.
2.54 RTÉ and TG4 are active in the Internet media sector through the operation of their online news offerings, www.tg4.ie and www.rte.ie.
2.55 According to RTÉ’s 2018 Annual Report “RTÉ.ie, Ireland’s number one media site, saw continued growth throughout 2018, up from 54.1 million
38 M_2020_1 DMG Media / JPIMedia Notification form p. 26 39 M_2020_1 DMG Media / JPIMedia Notification form p. 26 40 M_2020_1 DMG Media / JPIMedia Notification form p. 26 41 Financial Advisor memo on DMG Media / JPIMedia Publications merger 26 March 2020
Media Merger – Parties; Examination - 19 -
monthly average page views to 61.8 million. Unique monthly average users also rose from 6 million to 6.3 million.”
2.56 According to TG4’s 2018 Annual Report “Unique visitors to the website (TG4.ie) increased 1.3% to over 2m. The number of page impressions increased almost 30% to 24.57m in 2018.”
Impact:
2.57 The information above does not appear to raise concerns regarding any detrimental impact to the pluralistic nature of RTÉ or TG4 in relation to the Proposed Transaction. Therefore, it is unlikely that the Proposed Transaction will, in this regard, have an adverse impact on the plurality of the media in the State in terms of the scale and reach of RTÉ and TG4 and therefore the adequacy of the public service broadcasters in not affected by the Proposed Transaction.
The Views of the CCPC/European Commission
2.58 The Proposed Transaction was notified to the CCPC on 29 November 201942
2.59 During the Commission's review of the Notified Transaction, the CCPC raised concerns with the Parties that the Proposed Transaction may have been put into effect after the notification was submitted to the CCPC but before clearance had been given. On 8 January 2020 the Parties confirmed that the Proposed Transaction was put into effect on 29 November 2019. By putting the Notified Transaction into effect prior to receiving clearance from the CCPC, the Parties have breached section 19(1) of the Act. Accordingly pursuant to 19(2) of the Act, the Notified Transaction is void. In accordance with section 18 (12A) of the Act, the CCPC continued to review the Notified Transaction.
2.60 On 10 March 2020 the CCPC determined that43:
“The Competition and Consumer Protection Commission, in accordance with section 21(2)(a) of the Competition Act 2002, as amended, has determined that, in its opinion, the result of the proposed acquisition
42 CCPC Determination of Merger Notification M/19/040-DMG/ JPIMedia 43 CCPC Determination of Merger Notification M/19/040-DMG/ JPIMedia
Media Merger – Parties; Examination - 20 -
whereby DMG Media Limited would acquire sole control of JPIMedia Publications Limited will not be to substantially lessen competition in any market for goods or services in the State, and, accordingly, that the acquisition may be put into effect subject to the provisions of section 28C(1)7 of the Competition Act 2002, as amended.”
The Views of the Parties
2.61 The Parties have provided copies of the following44:
notification to the CCPC,
the CCPC’s determination.
The Overall Views of the Undertakings Involved
2.62 The Parties state the following45:
“As the Target is not active in the media sector in the State, the Transaction cannot result in any reduction in the plurality of voices in the news media in the State…
the i Newspaper has no presence in the State and does not produce content focussed on the State or targeted at Irish audiences (focusses exclusively on readers and advertisers in the UK)…
in addition to there being no change in the structure of the media sector in Ireland following the Transaction, there will continue to be a large number of popular newspaper titles published by Irish and international media groups in relation to national, regional and Sunday newspapers.”
44 Appendices 2 and 3 to the notification form 45 M_2020_1 DMG Media / JPIMedia Notification form p. 27
Media Merger – Parties; Examination - 21 -
3. Summary of the Application of the Relevant Criteria & s. 28D (2) of the Competition Act
3.1 This examination, in accordance with s. 28D(2) of Part 3A of the Competition Act, was conducted with regard to the following:
The “relevant criteria” as set out in s. 28A of the Competition Act.
The Guidelines on Media Mergers issued in accordance with s. 28L of the Competition Act.
The Notification Form and other information provided by the Parties to the proposed media merger.
The Views of the Competition & Consumer Protection Commission in relation to the proposed media merger.
Relevant research conducted by the BAI under s. 28M of the Competition Act.
3.2 Furthermore, this examination considered the following indicators in the application of the “relevant criteria” and with regard to s. 28D(2):
Significant Interest – DMGT, RCL and the Rothermere family are deemed to have a significant interest in the Purchaser and will gain a significant interest in the Target should the Proposed Transaction be implemented.
Whether these interests are of concern, post-transaction, is assessed in terms of the remainder of the indicators in this examination, particularly Relevant Media Assets, Ownership and Control, Market Share, Governance and Editorial Management and the Views of the CCPC.
Media Merger – Parties; Examination - 22 -
Relevant Media Assets – The relevant media assets of the Purchaser and the Target to be considered in this examination are identified.
Ownership and Control – The ownership and control arrangements of the various relevant media assets identified are examined in this section, as are the regulatory regimes in place regarding the relevant media assets and any proposed changes on the part of the Purchaser to the operation of the relevant media assets of the Target Group post-transaction.
Market Share – The market shares of the various relevant media assets identified earlier in this examination are analysed.
The views of the Parties in relation to this section are also examined.
Should the Proposed Transaction be put into effect it will not result in any concentration of market share in any media sector in the State therefore, it is determined that the Market Share information does not appear to raise concerns.
However, while this is unlikely to give rise to a concern, the Market Share must be examined in the context of a number of the remaining sections of this examination, including Governance and Editorial Management.
Governance & Editorial Management – The current governance and editorial regimes of the Purchaser and the Target are analysed.
The information does not give rise to concerns regarding governance or editorial management in relation to the Proposed Transaction due to the titles’ membership of the relevant regulatory bodies.
Content – A high level breakdown of content type for the Parties is provided. Alternative news content is examined in the News and Brand Reach section.
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Financial – The Financial standings of the Parties are examined.
The information does not appear to raise concerns regarding financial management in relation to the proposed transaction and it is deemed unlikely that the Proposed Transaction will, in this regard, have an adverse impact on the plurality of media in the State.
The Scale and Reach of RTÉ and TG4 – The potential impact of this acquisition should it proceed on the Public Service Broadcasters, RTÉ and TG4, is analysed.
The information above does not appear raise concerns regarding the impact on adequacy of the public service broadcasters in ensuring the plurality of the media in the State. Therefore, it is unlikely that the proposed transaction will, in this regard, have an adverse impact on the plurality of the media in the State.
Views of the CCPC/European Commission – The views of the CCPC regarding the competition element of the Proposed Transaction are noted.
Views of the Parties – The views of the Parties are noted and considered throughout this assessment, generally, and specifically in the relevant sections, and where appropriate, responses are provided.
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4. Conclusion
4.1 In light of the notification, and other materials supplied by the Parties to the proposed acquisition as considered with regard to the matters the Minister shall have regard to under s. 28D of the Competition Act, including the ‘relevant criteria’ as set out in Part 3A of the Competition Act, the Guidelines published by the Minister under s. 28L of the same Act, as considered by the Minister in this assessment, it is recommended that the Proposed Transaction should be permitted to be put into effect.
4.2 The following is the major factor informing the recommendation:
As the Target is not active in the State, the Proposed Transaction will not result in any concentration of market share in any media sector in the State and is therefore considered unlikely to have an adverse impact on the plurality of the media in the State, either regarding diversity of ownership or diversity of content.
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