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The Proposed Acquisition by Kerry Acquisition Limited of certain shares of Clare FM and the 52% of Dreamglade Limited not owned by Clare FM Phase One Examination Report 10 April 2019 Prepared by the Department of Communications, Climate Action and Environment www.dccae.gov.ie Table of Contents Table of Contents ...................................................................................................... i 1. Background ............................................................................... 1 The Purchaser: ..................................................................................................... 1 The Targets: ......................................................................................................... 2 Media Sector ............................................................................................................ 3 The Purchaser: ..................................................................................................... 4 The Targets: ......................................................................................................... 5 2. Application of the Relevant Criteria & s. 28D (2) of the Competition Act .................................................................................. 7 Significant Interests ................................................................................................. 7 The Purchaser: ..................................................................................................... 8 The Targets: ......................................................................................................... 9 Impact: ................................................................................................................ 10 Relevant Media Assets ........................................................................................... 12 The Purchaser: ................................................................................................... 12 The Targets: ....................................................................................................... 13 Impact: ................................................................................................................ 13 Ownership and Control .......................................................................................... 14 Relevant Media Assets: ..................................................................................... 14 Regulatory Oversight: ....................................................................................... 14 Proposed Changes: ............................................................................................ 14 Impact: ................................................................................................................ 15 Market Share .......................................................................................................... 15 The Purchaser: ................................................................................................... 16 The Targets: ....................................................................................................... 17 Media Merger – Parties; Examination - i - Brand & News Reach: ....................................................................................... 18 The Views of the Parties: .................................................................................. 18 Impact: ................................................................................................................ 19 Governance and Editorial Management ................................................................20 Compliance and Ethics ..................................................................................... 22 Editorial Ethos ................................................................................................... 22 Impact: ................................................................................................................ 22 Content – Diversity ................................................................................................ 23 The Purchaser: ................................................................................................... 23 The Targets: ....................................................................................................... 23 Impact: ................................................................................................................ 24 Financial Overview ................................................................................................ 24 Proposed Transaction Structure: .................................................................... 24 The Purchaser: ................................................................................................... 25 The Targets: ....................................................................................................... 25 The Views of the Parties: .................................................................................. 26 Impact: ................................................................................................................ 26 Impact on the Irish Language ................................................................................ 26 Impact: ................................................................................................................ 27 The scale and reach of RTÉ and TG4 ..................................................................... 27 Impact: ................................................................................................................ 28 The Views of the CCPC/European Commission .................................................... 28 The Views of the BAI .............................................................................................. 28 The Views of the Undertakings Involved ............................................................... 29 3. Summary of the Application of the Relevant Criteria & s. 28D (2) of the Competition Act ...................................................................... 30 4. Conclusion .............................................................................. 34 Media Merger – Parties; Examination - ii - 1. Background 1.1 The Proposed Transaction is the acquisition by Kerry Acquisition Limited (the Purchaser) of certain shares of Clare FM1 (Clare FM) and the 52% of Dreamglade Limited (Dreamglade) which is not owned by Clare FM (the Targets) (together the Parties)2. 1.2 The Parties are making a joint notification3. The Purchaser: 1.3 The Purchaser is a holding company created specifically for the holding and management of media related assets4. 1.4 The Purchaser is a wholly owned subsidiary of Radio Kerry Holdings Limited. Radio Kerry Holdings Limited is the ultimate parent company of the Purchaser5. 1.5 The Purchaser was incorporated on the 11th May 2005. It acquired Midland Radio Group Limited in August 2005 and the principal activity of that company is the operation of a radio station trading as Shannonside / Northern Sound6. 1.6 The Purchaser operates two online news offerings, www.shannonside.ie, www.northernsound.ie7. 1.7 Radio Kerry Holdings operates one radio station, Radio Kerry Teoranta (Radio Kerry)8. 1.8 Radio Kerry Holdings operates one online news offering, www.radiokerry.ie9. 1 There is a SPA for 8.78% of the issued share capital of Clare FM and an offer to buy any other shares 2 M_2019_2 Kerry Acquisitions / Clare FM/ Dreamglade Media Merger Notification Form p. 3 3 M_2019_2 Kerry Acquisitions / Clare FM/ Dreamglade Media Merger Notification Form p. 6 4 M_2019_2 Kerry Acquisitions / Clare FM/ Dreamglade Media Merger Notification Form p. 3 5 M_2019_2 Kerry Acquisitions / Clare FM/ Dreamglade Media Merger Notification Form p. 3 6 Appendix 7 Kerry Acquisitions Limited Financial Statements for year ended 30 April 2018 7 Query response 27 March 2019 8 M_2019_2 Kerry Acquisitions / Clare FM/ Dreamglade Media Merger Notification Form p. 9 9 Query response 27 March 2019 Media Merger – Parties; Examination - 1 - 1.9 Taken together, the Purchaser’s parent company Radio Kerry Holdings, its subsidiary Radio Kerry, the Purchaser, and the Purchaser’s subsidiary Midland Radio Group (together the Purchaser Group) are involved in the radio broadcasting sector and the internet media sector through the provision of radio stations and online news offerings. The Targets: 1.10 Clare FM is a public company limited by shares incorporated in the State10. 1.11 Clare FM operates one radio station, which trades as Clare FM11. 1.12 Clare FM has a 48% shareholding in Dreamglade. Dreamglade holds a 70.59% shareholding in County Tipperary Radio Limited which trades as Tipp FM (Tipp FM)12. 1.13 Clare FM wholly owns Voxcommedia Limited and the Parties have provided the abridged financial statements for Voxcommedia for the year ended 21 December 2017. However as Voxcommedia is currently listed for voluntary strike-off13, it will not be considered further in this examination14. 1.14 Clare FM has a 15% holding in Spin South West Limited. The Parties state “it is the intention of the current owners of Clare FM to dispose of this interest prior to the implementation of the Proposed Transaction”. Therefore, on this basis, Spin South West will not be considered further in the assessment15. 1.15 Clare FM operates 1 online news offering, www.clare.fm16. 1.16 Clare FM is involved in the radio broadcasting sector and the internet media sector through the provision of
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