CMNL Limited & North Publications Limited

Phase One Examination Report

23/04/2018

Table of Contents

Table of Contents ...... i

1. Background ...... 1

The Purchaser: ...... 1

The Target: ...... 1

Media Sector ...... 1

The Purchaser: ...... 3

The Target: ...... 3

2. Application of the Relevant Criteria & s. 28D (2) of the Competition Act ...... 5

Significant Interests ...... 5

The Purchaser: ...... 6

The Target: ...... 6

Impact: ...... 7

Relevant Media Assets ...... 8

The Purchaser: ...... 8

The Target: ...... 9

Impact: ...... 9

Ownership and Control ...... 10

Relevant Media Assets: ...... 10

Regulatory Oversight: ...... 10

Proposed Changes: ...... 10

Impact: ...... 10

Market Share ...... 11

The Purchaser: ...... 12

The Target: ...... 13

Brand & News Reach: ...... 14

Media Merger – CMNL & NDP; Examination - i -

The Views of the Parties ...... 15

Impact: ...... 15

Governance and Editorial Management ...... 16

Compliance and Ethics ...... 17

Editorial Ethos ...... 17

Impact ...... 17

Content ...... 18

The Purchaser ...... 18

The Target ...... 19

Impact ...... 20

Financial ...... 20

The Purchaser: ...... 20

The Target: ...... 21

The Views of the Parties ...... 21

Impact: ...... 21

Impact on the Irish Language ...... 21

Impact: ...... 21

The scale and reach of RTÉ and TG4 ...... 22

Impact: ...... 22

The Views of the CCPC ...... 22

The Views of the Undertakings Involved ...... 22

3. Summary of the Application of the Relevant Criteria & s. 28D (2) of the Competition Act ...... 24

4. Conclusion ...... 28

Media Merger – CMNL & NDP; Examination - ii -

1. Background

1.1 The proposed media merger involves the acquisition of minority ownership of North Dublin Publications Limited (the Target) by CMNL Limited (the Purchaser) through the acquisition of 49.9% of the issued

share capital of the Target.1 In this document the Purchaser and the Target are collectively referred to as “the Parties”.

1.2 The proposed transaction is to be implemented pursuant to the terms of a Share Purchase Agreement (SPA) between the Parties, dated 19 December

2017.2 This bid is subject to certain express conditions, including, amongst

others, regulatory clearance in the State.3

The Purchaser:

1.3 The Purchaser is an established SME registered in County Meath in the State and is active in the Publishing and Internet Media sectors in the State through the operation of a number of regional newspapers and

related news websites.4 The Purchaser is part of the .5

The Target:

1.4 The Target is an established SME registered in County Dublin in the State and is active in the Publishing and Internet Media sectors in the State through the operation of a number of “freesheet” newspapers in the

Dublin suburban area and related news websites.6

Media Sector

1.5 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:

1 CMNL & NDP, Merger Notification Form, s. 1.1; s. 2.3 2 CMNL & NDP, Share Purchase Agreement 3 Ibid, p. 6 4 CMNL & NDP, Merger Notification Form, s.1.1 5 Ibid 6 Ibid

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(a) ‘media business’ means the business (whether all or part of an undertaking’s business) of—

(i) 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,

(ii) transmitting, re-transmitting or relaying a broadcasting service,

(iii) providing any programme material consisting substantially of news and comment on current affairs to a broadcasting service, or

(iv) 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;

1.6 Furthermore, the current Guidelines on Media Mergers (the Guidelines) provides the following supplementary definition of a “media sector”:

(a) ‘media sector’ means one of the following (and ‘media sectors’ means one or more of the following collectively):

(i) Publishing – publication of newspapers or periodicals consisting substantially of news and comment on current affairs and the production of content for same.

(ii) Broadcasting – transmitting, re-transmitting or relaying a broadcast service including radio or television and the production of content for same.

(iii) 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.

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1.7 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.

1.8 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:

1.9 The Purchaser is active in the Publishing sector in the State through 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, and in the Internet Media sector through the making available on an electronic communications network any written, audiovisual or photographic material, consisting substantially of news and comment on current affairs. These newspapers and websites are as follows:

(a) The Anglo Celt; www.anglocelt.ie

(b) ; www.meathchronicle.ie

(c) ; www.westmeathexaminer.ie

(d) ; www.westmeathindependent.ie

(e) Connaught Telegraph; www.con-telegraph.ie

(f) (freesheet); www.offalyindependent.ie7

The Target:

1.10 The Target is active in the Publishing sector in the State through 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, and in the Internet Media

7 Ibid, s. 2.4

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sector through the making available on an electronic communications network any written, audiovisual or photographic material, consisting substantially of news and comment on current affairs. These newspapers and websites are as follows:

(a) East; www.dublinpeople.com/news/northsideeast

(b) Northside People West; www.dublinpeople.com/news/northsidewest

(c) ; www.dublinpeople.com/news/southside8

8 Ibid, s. 1.1

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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 definition 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 definition further includes indicative thresholds as to what constitutes a significant interest in entities that carry on media businesses in the State, including that:

(a) A holding or voting strength of between 10% and 19% (directly or indirectly) may constitute a significant interest.

(b) 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:

(a) 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”.

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(b) 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 Three shareholders have a shareholding in excess of 10% in the Purchaser:

(a) Frank Mulrennan – 37.89%,

(b) Frank Long – 27.37%, and,

(c) Jonathan Wood – 13.68%.9

2.4 In addition, Mr

Mulrennan is the CEO of the Purchaser.10

2.5 Therefore, Mr Mulrennan, Mr Long and Mr Wood, due to his shareholding and board membership, can each be considered to have a significant interest in the Purchaser.

The Target:

2.6 Two shareholders have a shareholding in excess of 10% in the Target:

(a) Robin Webb – 49.9%, and,

(b) David Mahon – 50.1%.11

2.7 Mr Mahon is a member of the board of the Target.12

2.8 Mr Webb and Mr Mahon can each be considered to have a significant interest in the Target.

2.9 The significant interest held by Mr Webb in the Target will be extinguished should the proposed transaction proceed.

9 Ibid, s. 3.1 10 Ibid, s. 3.2 11 Ibid, s. 3.1 12 https://www.solocheck.ie/Irish-Company/North-Dublin-Publications-Limited-124160 [accessed 4/4/18]

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Impact:

2.10 As can be seen from the above, there are three persons that can be considered to have a significant interest in the Purchaser:

(a) Mr Mulrennan,

(b) Mr Long, and,

(c) Mr Wood.

2.11 As can be seen from the above, there are two persons that can be considered to have a significant interest in the Target:

(a) Mr Webb, and,

(b) Mr Mahon.

2.12 As the significant interest held by Mr Webb will be extinguished should the proposed transaction proceed, it will not be considered further in this examination.

2.13 The information above does not give rise to concerns regarding issues of significant interest in regard to this acquisition. It should be noted that significant interests within a media business or a range of media businesses do 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 thus in this examination, those in media businesses and those in media sectors.

Therefore, whether the following is concerning to the State and if it will have an adverse impact on the plurality of the 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 and the Views of the CCPC:

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(a) The acquisition by the Purchaser of 49.9% of the shares of the Target.

Relevant Media Assets

2.14 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:

2.15 The Purchaser operates a number of relevant media assets in the State. These are as follows:

(a) Six regional newspapers and six related news websites (par. 1.9).

Regional Newspaper Locality of Related News Website Newspaper

The Anglo Celt Cavan www.anglocelt.ie

Meath Chronicle Meath www.meathchronicle.ie

Westmeath Westmeath www.westmeathexaminer.ie Examiner

Westmeath Westmeath www.westmeathindependent.ie

Independent

Connaught Mayo www.con-telegraph.ie Telegraph

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Offaly Offaly www.offalyindependent.ie Independen t

The Target:

2.16 The Target operates a number of relevant media assets in the State. These are as follows:

(a) Three freesheet newspapers and related news websites

Newspaper Newspaper Locality Related News Website

Northside People East Dublin Suburban North www.dublinpeople.com/ news/northsideeast

Northside People Dublin Suburban North www.dublinpeople.com/ West news/northsidewest

Southside People Dublin Suburban South www.dublinpeople.com/ news/southside

Impact:

2.17 The information above does not give rise to concerns regarding issues of relevant media assets in regard to the proposed transaction. The following persons relevant to this examination have significant interests in businesses that operate a number of relevant media assets:

(a) Mr Mulrennan; Mr Long; Mr Woods:

(i) The relevant media assets of the Purchaser identified above.

(b) Mr Mahon:

(i) The relevant media assets of the Target identified above.

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2.18 The ownership, of a number of the relevant media assets identified above, by those who can be considered 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:

2.19 The following persons have holdings in the Purchaser that constitute significant interests and thus significant interests in the relevant media assets, identified above (par. 2.15), of the Purchaser:

(a) Mr Mulrennan,

(b) Mr Long, and,

(c) Mr Woods.

2.20 Mr Mahon has a holding in the Target that constitutes a significant interest in the Target and thus a significant interest in the relevant media assets, identified above (par. 2.16), of the Target.

Regulatory Oversight:

2.21 The Purchaser’s publications are members of the independent regulator

the Press Council of Ireland and abide by its code of practice.13

Proposed Changes:

2.22 The Purchaser states that the newspapers published by the Target will continue as independent publications and will enjoy “full and effective”

independence from CMNL management.14 Further to this, the Purchaser states that there will be no editorial staff changes at the Target’s publications and that there is no intention to make any changes to policies at said publications, including in relation to staffing and journalistic

practices.15

Impact:

13 CMNL & NDP, Merger Notification Form, s. 3.5 14 Ibid, s. 3.12 15 Ibid

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2.23 The information above does not in itself give rise to concerns regarding issues of ownership and control in regard to this acquisition. 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.

Market Share

2.24 The above identified relevant media assets of the Purchaser and of the Target are active in the publishing sector through the operation of a number of regional and local newspapers and in the Internet Media sector through the operation of related news websites. Therefore, they are directly comparable with each other.

2.25 Direct comparison, through the use of various market share or similarly indicative data, will be used to determine whether the significant interests possessed in the Purchaser, as measured by its relevant market shares, when taken together with the market shares of the relevant media assets of the Target, would constitute an excessive significant interest in the publishing sector, the internet media sector, or across sectors.

2.26 Distinct data is generally available for the different media sectors and the market shares in the relevant sub-sectors therein. The relevant data is assessed by different methods and across different time periods. The sourcing of this data for this examination is outlined below:

(a) For the newspapers published by the Purchaser, a rolling three year readership average (READ) compiled by the Joint National Readership Survey (JNRS) has been provided by the Parties. For the Target’s newspapers, survey data compiled by Kantar Research has been provided. Estimates have also been provided as appropriate.

(b) For the news websites operated by both the Purchaser and the Target, internal data has been provided.

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(c) As provided for in the Competition Act, “other appropriate measures” of market share may be referenced as deemed appropriate.

2.27 There are a number of different methods of measuring market share and different time periods during which market share is measured. The nature of a particular market share and its time period, if available, will be noted during this section.

2.28 Generally, the media sectors considered for the purposes of gauging cross- sectoral market share are the print publication sector, the radio broadcasting sector, the TV broadcasting sector and the online news sector.

The Purchaser:

2.29 The Parties have provided the latest rolling three year average compiled by the JNRS for the newspapers published by the Purchaser. They have also provided annual page views for the related news websites operated by the Purchaser.

16 CMNL & NDP, Response to RFI 17 Ibid 18 This market share includes an element of the now defunct Meath Forum’s market share.

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2.30 Furthermore, the most recent BAI Ownership and Control Report for the period 2012-2014 places the total number of regional newspapers in the

State at 78.19 In the context of that report, it can be estimated that the percentage of regional newspapers in the State operated by the Purchaser, is approximately 8%. This is without prejudice to more recent changes in publications not accounted for in the report.

The Target:

2.31 The Parties have also provided information regarding the total distribution of the newspapers published by the Target.

Newspaper Claimed Distribution (weekly)20

Northside People East 40,000

Northside People West 40,000

Southside People 40,000

19 BAI Ownership and Control Report, 2012-2014, Appendix 1, pp. 37-43 20 CMNL & NDP, Response to RFI

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2.32 The Parties also note that research compiled by Kantar Research shows that the Target’s newspapers, in aggregate, have a 279,000 readers on a

weekly basis.21

2.33 Regarding the news websites operated by the Target, the Parties have provided an aggregate figure of 589,522 annual page views for the three

websites.22

Brand & News Reach:

2.34 The Reuters Digital News Report 2017 for Ireland states that local or regional newspapers had a reach of 13% across traditional news sources (radio, television and print) and a reach of 6% across digital news

sources.23 Furthermore, across digital news sources local or regional

newspapers were the main source of news for 2% of respondents.24

2.35 The Purchaser

2.36 With the READ data supplied by the Parties it is possible to estimate the potential audience size of each regional newspaper published by the Purchaser using 2016 Census data and the reach figures for regional or local newspapers provided by the Reuters Digital News Report.

21 Ibid 22 Ibid 23 Reuters Institute Digital News Report 2017, Ireland, p. 50; p. 56 24 Ibid, p. 51

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2.37 The above figures are estimates of the potential audience, i.e. potential reach, of each of the Purchaser’s newspapers in their respective locality. The figures are derived by multiplying the population of the locality by the percentage reach figure from the Reuters report and then multiplying the resulting figure by the percentage READ ranges,

2.38 The Target

2.39 Using the figure of 279,000 for the number of readers of the Target’s newspapers on a weekly basis (par. 2.32), these newspapers potential

audience comprises 25.66% of the 15+ population of Dublin.26

The Views of the Parties

2.40 The Parties note that there are no reliable, published sources for market

shares for either the Purchaser’s or the Target’s market shares.27

2.41 The Parties note that the aggregate annual page views of the Purchaser and the Target is approximately 10.9 million, while they state that the www.independent.ie has 3.6 million users on a weekly basis.

Impact:

25 Due to the different sources and underlying assumptions behind these figures, they should be interpreted with caution. 26 (279,000/1,087,406)*100 = 25.66% 27 CMNL & NDP, Response to RFI

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2.42 Should the transaction proceed, the persons identified above, which can be said to have a significant interest in the Purchaser, can be said to have significant interests in companies whose relevant media assets have the following market shares and reach:

2.43 Mr Mulrennan, Mr Long and Mr Wood will have a significant interest in the following relevant media assets with the following shares and reach:

2.44 On the basis of the above, should this transaction be put into effect, Mr Mulrennan, Mr Long and Mr Wood are unlikely to notably concentrate any significant interest that they may hold in the publishing and internet media sectors in the State. However, they will gain a significant interest in the freesheet publishing sector in Dublin county, though they are unlikely to gain a significant interest in the publishing sector in Dublin overall.

2.45 Furthermore, Mr Mahon’s significant interests are neither increased nor diminished by the proposed transaction, nor will Mr Mahon acquire any further significant interests.

2.46 On this basis, it is considered unlikely that the proposed transaction, will, in this regard, have an adverse impact on the plurality of the media in the State, either regarding diversity of ownership or diversity of content.

Governance and Editorial Management

2.47 As previously noted (par. 2.4), Mr Mulrennan, Mr Long and Mr Wood serve on the Purchaser’s four person board and that Mr Mulrennan is also the CEO of the Purchaser.

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2.48 As previously noted (par. 2.7), Mr Mahon is a member of the two person

board of the Target. Mr Mahon is also the secretary of the Target.28

2.49 Furthermore, the Purchaser states that it has no intention to make governance or editorial changes to the Target (par. 2.22).

Compliance and Ethics

2.50 As previously noted (par. 2.21), the Purchaser’s newspapers are members of the Press Council of Ireland.

Editorial Ethos

2.51 The Parties note that there are 5 editors responsible for the 6 newspapers published by the Purchaser, each supported by deputy editors and reporters and that, while each editor reports to the CEO on commercial and governance matters, the editors have “final sign-off” on the editorial

content that appears in their respective newspapers.29

2.52 The Purchaser states that the only time where the CEO has oversight of the editorial functions of the Purchaser’s newspapers is where potential

defamation issues arise.30

2.53 The Parties state that there are 3 editors responsible for the 3 newspapers published by the Target and that these editors report to a managing editor

who, in turn, reports to the general manager.31 As with the Purchaser, the Parties note that the editors operate independently except where potential

defamation issues arise.32

2.54 The Parties also state that neither the Purchaser’s nor the Target’s

publications engage in political endorsements.33

Impact

2.55 The information above does not appear to raise concerns regarding governance and editorial management in relation to the proposed

28 CMNL & NDP, SPA, p. 14 29 CMNL & NDP, Merger Notification Form, s. 3.6 30 Ibid 31 Ibid 32 Ibid 33 Ibid

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acquisition. The Purchaser operates within the regulatory framework set out by the Press Council of Ireland. Furthermore, it is not proposed that the current management and editorial structures in place in the Target will change. Therefore, it is unlikely that the proposed acquisition will, in this regard, have an adverse impact on the plurality of the media in the State.

Content - Diversity

The Purchaser

2.56 The Parties have provided details of a number of alternative content

providers to the Purchaser’s newspapers in their respective localities.34

34 CMNL & NDP, Response to RFI

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The Target

2.57 The Parties have provided details of a number of alternative content

providers to the Target’s newspapers in their respective localities.35

35 Ibid

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Impact

2.58 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

The Purchaser:

2.59 The Purchaser is an established SME operating in the publishing and internet media sectors in the State.

2.60

36 Ibid 37 Ibid

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The Target:

2.62 The Target is an established SME operating in the publishing and internet media sectors in the State.

2.63

The Views of the Parties

2.64

2.65

Impact:

2.66 The information above does not appear to raise concerns regarding finance in relation to the proposed transaction. The Purchaser is part of a small to medium-sized business with access to the requisite funds to complete the transaction.

Impact on the Irish Language

2.67 At present, the relevant media assets operated by the Purchaser and the Target do not produce any substantive amount of Irish language content.

Impact:

2.68 The information above does not appear to raise concerns regarding the impact on the Irish language in relation to the proposed acquisition. As neither the Purchaser nor the Target produces any substantial amount of Irish language content, it is unlikely that the proposed transaction will, in this regard, have an adverse impact on the plurality of the media in the State.

38 CMNL & NDP, NDP 2016 Financial Statements, p. 5 39 CMNL & NDP, Response to RFI 40 Ibid 41 Ibid

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The scale and reach of RTÉ and TG4

2.69 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.

2.70 RTÉ is active in the internet media sector in the State and notes in its 2016 Annual Report that its website rte.ie had a reach of 48% among adults

aged 18+.42

Impact:

2.71 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 is not affected by the proposed transaction.

The Views of the CCPC

2.72 The proposed transaction was notified to the Competition and Consumer Protection Commission (the CCPC) on 5 January 2018 and was cleared without conditions on 8 February 2018.

2.73 The CCPC subjected the proposed acquisition to a competitive analysis, examining its possible competitive effects, focusing on the sale of radio advertising in Co. Dublin. The CCPC determined that the proposed acquisition did not give rise to any horizontal or vertical competition concerns and the effect of the proposed acquisition “will not substantially lessen competition in any market for goods or services in the State”.

The Views of the Undertakings Involved

2.74 The Parties note that the newspaper industry has experienced a “dramatic decline” in consumption in the last decade which has affected the ability of newspaper publishers to attract advertisers and, in turn, maintain their

42 RTÉ Annual Report 2016, p. 40

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viability.43 The Parties state that the “stark commercial reality” is that the traditional newspaper model is no longer viable and that digital content is

what consumers now want.44

2.75 The Parties state that the Purchaser intends to bring its digital and marketing expertise to the Target’s newspapers to maintain their viability

in the near future.45

43 CMNL & NDP, Merger Notification Form, s. 4 44 Ibid 45 Ibid

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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:

(a) The “relevant criteria” as set out in s. 28A of the Competition Act.

(b) The Guidelines on Media Mergers issued in accordance with s. 28L of the Competition Act.

(c) The Notification Form and other information provided by the Parties to the proposed media merger.

(d) The Views of the Competition & Consumer Protection Commission in relation to the proposed media merger.

(e) 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):

(a) Significant Interest – Mr Mulrennan, Mr long and Mr Wood can be deemed to have a significant interest in the Purchaser.

Furthermore, Mr Mahon is deemed to have a significant interest in the Target that will be maintained should the transaction proceed.

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 and the Views of the CCPC.

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(b) Relevant Media Assets – The relevant media assets of the Purchaser and the Target to be considered in this examination are identified.

(c) 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 post-transaction.

The significant interests held by Mr Mulrennan, Mr Long and Mr Wood and Mr Mahon, in the relevant media assets of the Purchaser and the Target respectively, are assessed in the Market Share section of this examination in terms of the market share that these assets possess in the publishing and internet media sectors.

(d) Market Share – The market shares of the various relevant media assets identified earlier in this examination are analysed in terms of readership, reach, distribution, etc. The aggregated market shares of those assets which would be owned by the Purchaser should the proposed transaction proceed are analysed.

The views of the Parties in relation to this section are also examined.

Furthermore, it is determined that, should the transaction proceed, Mr Mulrennan, Mr Long and Mr Wood are unlikely to notably concentrate any significant interest that they may hold in the publishing and internet media sectors in the State. However, they will gain a significant interest in the freesheet publishing sector in Dublin county, though they are unlikely to gain a significant interest in the publishing sector in Dublin overall.

Moreover, it is determined that Mr Mahon’s significant interests are neither increased nor diminished by the proposed transaction, nor will Mr Mahon acquire any further significant interests as a result of the proposed transaction.

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(e) Governance & Editorial Management - The current governance and editorial regimes of the Purchaser and the Target are analysed.

The information does not appear to raise concerns regarding governance and editorial 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.

(f) Content – Alternative content to the Purchaser’s and the Target’s relevant media assets are identified.

The information does not appear to raise concerns regarding content 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.

(g) 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.

However, it is noted that the Target may become financially unviable should the transaction not proceed.

(h) Impact on the Irish Language – The potential impact of the proposed transaction on the provision of Irish language content is analysed.

It is noted that, at present, the relevant media assets operated by the Target do not produce any substantive amount of Irish language content.

The information does not appear to raise concerns regarding the impact on the Irish language in relation to the proposed

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transaction. As neither Party produces any substantial amount of Irish language content, it is deemed unlikely that the proposed transaction will, in this regard, have an adverse impact on the plurality of media in the State.

(i) 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.

(j) Views of the CCPC – The views of the CCPC regarding the competition element of this proposed transaction are noted.

(k) 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 Department in this assessment, it is recommended that the proposed transaction be should be permitted to be put into effect.

4.2 The following are the major factors informing the recommendation:

(a) That, should the transaction proceed, Mr Mulrennan, Mr Long and Mr Wood are unlikely to notably concentrate any significant interest that they may hold in the publishing and internet media sectors in the State. Further to this, they will gain a significant interest in the freesheet publishing sector in Dublin county, though they are unlikely to gain a significant interest in the publishing sector in Dublin overall.

(b) That Mr Mahon’s significant interests are neither increased nor diminished by the proposed transaction, nor will Mr Mahon acquire any further significant interests as a result of the proposed transaction.

(c)

4.3 Given the above, the likely impact of the proposed merger on media plurality in the State is minimal and may be beneficial. As such the proposed transaction is not contrary to the public interest in protecting media plurality in the State and should be permitted to be put into effect.

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