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ACT 1 of 2017 Application by Tabcorp Holdings Limited

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ACT 1 of 2017 Application by Tabcorp Holdings Limited NOTICE OF LODGMENT AUSTRALIAN COMPETITION TRIBUNAL This document was lodged electronically in the AUSTRALIAN COMPETITION TRIBUNAL on 13/3/2017 9.00am AEDST and has been accepted for lodgment under the Practice Direction dated 23 September 2016. Filing details follow and important additional information about these are set out below. Lodgment and Details Document Lodged: Application – Form S File Number: ACT 1 of 2017 File Title: Application by Tabcorp Holdings Limited under section 95AU of the Competition and Consumer Act 2010 for an authorisation under subsection 95AT (1) to acquire shares in the capital of a body corporate or to acquire assets of another person Registry: NEW SOUTH WALES – AUSTRALIAN COMPETITION TRIBUNAL Dated: 13/3/2017 9.00am AEDST Registrar Important Information This Notice has been inserted as the first page of the document which has been accepted for electronic filing. It is now taken to be part of that document for the purposes of the proceeding in the Tribunal and contains important information for all parties to that proceeding. It must be included in the document served on each of those parties. The date and time of lodgment also shown above are the date and time that the document was received by the Tribunal. Under the Tribunal’s Practice Direction the date of filing of the document is the day it was lodged (if that is a business day for the Registry which accepts it and the document was received by 4:30 pm local time at that Registry) or otherwise the next working day for that Registry. 1 Confidential Restriction on Publication Claimed 'Form S' Application to the Australian Competition Tribunal for Merger Authorisation 13 March 2017 The document contains confidential information which is indicated as follows: [Confidential to Tabcorp] [...…] [Confidential to Tatts] [……] [HIGHLY Confidential to Tabcorp] [...…] [HIGHLY Confidential to Tatts] [...…] [HIGHLY Confidential to Tabcorp and Tatts] [...…] Filed on behalf of Tabcorp Holdings Limited (Applicant) Prepared by Grant Marjoribanks Herbert Smith Freehills Tel (02) 9225 5517 Fax (02) 9322 4000 Email [email protected] Ref 82602332 Address for service Level 34 161 Castlereagh Street Sydney NSW 2000 AUSTRALIA 2 Confidential Restriction on Publication Claimed Table of contents 1 The Applicant (the Acquirer) 5 2 The Target 12 3 The acquisition 16 4 Background information 18 5 Market definition 49 6 Suppliers 55 7 Competitors 65 8 Customers 73 9 Market concentration 79 10 Constraints on the exercise of market power 83 11 Imports 89 12 Exports 91 13 Barriers to entry and expansion 92 14 Dynamic characteristics 99 15 Vigorous and effective competitor 104 16 Vertical integration 105 17 Prices and profit margins 107 18 Related markets 112 19 Detriment from a lessening of competition 121 20 Other public detriment 125 21 Public benefit claims 125 22 The counterfactual 126 23 Joint ventures 127 24 International 127 25 Period of authorisation 128 26 Undertaking 128 27 Further information 128 28 Information provided in relation to the Target 128 29 Declaration 130 'Form S' 58632992 Application by Tabcorp for Merger Authorisation 3 Confidential Restriction on Publication Claimed Form S Commonwealth of Australia Competition and Consumer Act 2010 – section 95AU To the Australian Competition Tribunal Application is hereby made under section 95AU of the Competition and Consumer Act 2010 for an authorisation under subsection 95AT (1) to acquire shares in the capital of a body corporate or to acquire assets of another person. Overview In addition to the information disclosed in this application, Tabcorp Holdings Limited (Tabcorp) relies upon the evidence contained in the following statements filed in support of this application: Statements of Tabcorp company witnesses David Attenborough (Attenborough) dated 8 March 2017 and Exhibit DA-1 and Highly Confidential Exhibit DA-2 Douglas John Freeman (Freeman) dated 8 March 2017 and Exhibit DF-1, Confidential Exhibit DF-2 and Highly Confidential Exhibit DF-3 Damien Johnston (Johnston) dated 6 March 2017 and Confidential Exhibit DJ- 1 Fiona Mead (Mead) dated 7 March 2017 and Exhibit FMM-1 Adam John Rytenskild (Rytenskild) dated 8 March 2017 and Exhibit AR-1 and Confidential Exhibit AR-2 and Highly Confidential Exhibit AR-3 Statements of expert witnesses Flavio Menezes (Menezes) dated 9 March 2017 and Exhibit FXM-1 and Confidential Exhibit FXM-2 Chris Pleatsikis (Pleatsikas) dated 8 March 2017 and Exhibit CP-1 and Confidential Exhibit CP-2 Ric Simes (Simes) dated 9 March 2017 Patrick Smith (Smith) dated 9 March 2017 and Exhibit PS-1 and Confidential Exhibit PS-2 Statements of Tatts company witnesses Robert Michael Sean Cooke (Cooke) dated 9 March 2017 and Exhibit RC-1, Confidential Exhibit RC-2 and Highly Confidential Exhibit RC-3. Frank Makryllos (Makryllos) dated 9 March 2017 and Exhibit FM-1 and Confidential Exhibit FM-2 Susan Lynn van der Merwe (Merwe) dated 8 March 2017 and Exhibit SM-1, Confidential Exhibit SM-2 and Highly Confidential Exhibit SM-3. Anne Tucker (Tucker) dated 9 March 2017 and Exhibit AT-1, Confidential Exhibit AT-2 and Highly Confidential Exhibit AT-3 Statements of industry witnesses 'Form S' 58632992 Application by Tabcorp for Merger Authorisation 4 Confidential Restriction on Publication Claimed Gregory Aldam, Darwin Greyhounds Association (Aldam) dated 21 February 2017 and Annexure GA-1 Richard Burt, Racing and Wagering Western Australia (Burt) dated 7 March 2017 and Annexures RB-1 – RB-2 Matthew Corby, Greyhound Racing South Australia (Corby) dated 22 February 2017 and Exhibit MC-1 Brett Dixon, Darwin Turf Club (Dixon) dated 9 February 2017 and Exhibit BD-1 John Dumesny, Harness Racing NSW (Dumesny) dated 22 February 2017 and Annexures JD-1 – JD-10 Dr Eliot Forbes, Racing Queensland (Forbes) dated 8 March 2017 and Annexures EF-1 – EF-3 Luke Gatehouse, Brisbane Greyhound Racing Club (Gatehouse) dated 16 February 2017 and Annexures LG-1 – LG-5 Michael Grant, Western Australia Racing Representative Group (Grant) dated 15 February 2017 and Annexures MG-1 – MG-11 Ray Gunston, racing industry consultant (Gunston) dated 24 February 2017 and Annexure RG-1 Andrew Charles Harding, Asian Racing Federation (Harding) dated 23 February 2017 and Annexures AH-1 – AH-6 Paul Innes, Australian Jockeys' Association (Innes) dated 3 March 2017 and Annexure PI-1 David Jewell, Wyong Race Club (Jewell) dated 21 February 2017 and Annexures DJ-1 – DJ-3 John Lewis, Harness Racing SA (Lewis) dated 6 March 2017 Vaughan Lynch, Tasracing Pty Ltd (Lynch) dated 24 February 2017 and Exhibit VL-1 Andrew Frederick Nicholl, Australian Trainers’ Association (Nicholl) dated 22 February 2017 and Annexures AN-1 – AN-6 Andrew Raymond O’Toole, Thoroughbred Racing Northern Territory (O’Toole) dated 17 February 2017 and Annexures AO-1 – AO-4 Damian Raedler, Albion Park Harness Racing Club (Raedler) dated 18 February 2017 and Annexures DR-1 – DR-3 Brenton James Scott, NSW Greyhound Breeders, Owners & Trainers Association (Scott) dated 25 February 2017 and Annexures BS-1 – BS-4 Peter Stubbs, Canberra Racing Club (Stubbs) dated 22 February 2017 and Annexure PS-1 Peter V’landys, Racing NSW (V’landys) dated 9 March 2017 and Annexures PVL-1 – PVL-2 James (Jim) Watters, Thoroughbred Racing SA (Watters) dated 28 February 2017 and Exhibit JW-1 Genny Weston, Canberra Harness Racing Club (Weston) dated 22 February 2017 and Annexure GW-1 Emeritus Professor John Vincent Yovich AM, Perth Racing (Yovich) dated 22 February 2017 and Annexures JY-1 – JY-7 'Form S' 58632992 Application by Tabcorp for Merger Authorisation 5 Confidential Restriction on Publication Claimed 1 The Applicant (the Acquirer) (a) Name and registered office (where applicable) of the Applicant including the ACN (where applicable) and place of incorporation (where applicable) 1.1 Company Name: Tabcorp Holdings Limited ACN: 063 780 709 Registered Office: 5 Bowen Crescent, Melbourne, VIC 3004 Place of incorporation: Victoria.1 (b) Describe the business or businesses carried on by the Applicant including the products and services the Applicant supplies (See Direction 3 of this Form) 1.2 Tabcorp is a public company limited by shares and listed on the Australian Securities Exchange (ASX).2 1.3 Tabcorp conducts business as a supplier of gambling and entertainment products and services. It is one of the few integrated gambling and entertainment companies in the world.3 1.4 Tabcorp’s operations comprises three main business divisions: (1) wagering and media; (2) gaming services; and (3) Keno.4 1.5 For the financial year ending 30 June 2016 (FY16), Tabcorp’s total reported revenue and EBIT for each of the divisions referred to were: for wagering and media: $1,873 million and $252.2 million respectively; for gaming services: $107.2 million and $41 million respectively; and 5 for Keno: $208.5 million and $50.7 million respectively. 1.6 Approximately 70% of the revenue generated by Tabcorp’s businesses ($1.5 billion in FY16) is returned to its partners – governments, the racing industry, retail venues and the community.6 1.7 A copy of Tabcorp’s annual report for FY16 is at Tab 2 of FMM-1. Wagering 1.8 Tabcorp’s Australian wagering operations include: off-course totalisator and fixed odds wagering on racing, sports and other events in TAB agencies and licensed venues (hotels, pubs and clubs, live sites and stadiums) in Victoria, New South Wales and the Australian Capital Territory, and by telephone, mobile apps and the internet nationwide; on-course
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