APPENDIX A Terms of reference and conduct of the inquiry Terms of reference 1. On 10 June 2009 the OFT sent the following reference to the CC: 1. In exercise of its duty under section 33(1) of the Enterprise Act 2002 (‘the Act’) to make a reference to the Competition Commission (‘the CC’) in relation to an anticipated merger the Office of Fair Trading (‘the OFT’) believes that it is or may be the case that— (a) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation in that: (i) enterprises carried on by or under the control of Ticketmaster Entertainment, Inc. will cease to be distinct from enterprises carried on by or under the control of Live Nation, Inc.; and (ii) the value of the turnover in the United Kingdom of the enterprise being taken over, as specified in section 23(1)(b) of the Act, exceeds £70 million; and (b) the creation of that situation may be expected to result in a substantial lessening of competition within any market or markets in the UK for goods or services, including the supply of live music ticket agency services. 2. Therefore, in exercise of its duty under section 33(1) of the Act, the OFT hereby refers to the CC, for investigation and report within a period ending on 24 November 2009, on the following questions in accordance with section 36(1) of the Act— (a) whether arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation; and (b) if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within any market or markets in the UK for goods or services. 3. In relation to the question whether a relevant merger situation will be created, the CC shall exclude from consideration one of the subsections (1) and (2) of section 23 of the Act if they find that the other is satisfied. (signed) Ali Nikpay Senior Director, Office of Fair Trading 10 June 2009 Conduct of our inquiry 2. On 10 June 2009, we posted on our website an invitation to express views to us about the merger, and, on 24 June 2009, we posted an administrative timetable for A1 our inquiry. This administrative timetable was updated on 1 September 2009, 23 September 2009 and 5 November 2009. 3. We received written evidence from Live Nation and Ticketmaster, and we posted a non-confidential version of their joint main submission on our website. We also held hearings with both Live Nation and Ticketmaster. 4. We also invited a wide range of interested third parties to comment on the proposed merger. We sent detailed questionnaires to artists’ agents, promoters, venue oper- ators, primary ticketing agents, secondary ticketing agents and trade associations. We gathered oral evidence through nine hearings with selected third parties. Sub- missions from third parties and summaries of our hearings with third parties are also on our website. 5. On 13 July 2009, we published an issues statement, which we posted on our website. 6. Members of the Inquiry Group, accompanied by staff, visited Live Nation’s UK offices and Ticketmaster’s UK offices and, in the course of our inquiry, we sent to Live Nation and Ticketmaster some working papers for comment. 7. On 8 October 2009, we published our provisional findings and a notice of possible remedies, which we posted on our website. 8. On 5 November 2009, we published a notice of extension, which we posted on our website. This extension changed the deadline for our inquiry to 19 January 2010. 9. We held hearings with Live Nation, Ticketmaster and Eventim to discuss possible remedies, and had conversations with many other parties. 10. On 22 December 2009, we published our final report, which we posted on our website. Appeal and remittal 11. On 19 January 2010, Eventim lodged a Notice of Application with the Tribunal, challenging the decision in our final report of 22 December 2009 to clear the merger between Ticketmaster and Live Nation. 12. On 11 February 2010, the Tribunal ordered that this decision be quashed and the questions contained in paragraph 2 of the terms of reference dated 10 June 2009 be referred back to us for reconsideration and a new decision. The Tribunal ordered us to issue a new decision within three months. 13. On 25 January 2010, following approval (subject to conditions) from the Department of Justice in the USA, Live Nation and Ticketmaster had completed their merger. Therefore, pursuant to section 37(2) of the Act, we considered the merger during the remittal period as a completed merger rather than as an anticipated merger, and we treated the reference as if it had been made under section 22 of the Act. Accordingly, we considered the questions set out in section 35(1) of the Act, namely whether a relevant merger situation had been created and if so, whether the creation of that situation had resulted, or may be expected to result, in an SLC within any market or markets in the UK for goods or services. 14. On 12 February 2010, we republished the report that we had previously published on 22 December 2009 as our further provisional findings, and we posted this report on A2 our website. We invited all interested parties to provide us with comments on our further provisional findings by 5 March 2010. 15. On 25 February 2010, we posted a revised administrative timetable on our website. 16. On 10 March 2010, we accepted undertakings from Live Nation and Ticketmaster, which committed Live Nation and Ticketmaster to hold separate their two businesses in the UK for the duration of our inquiry. 17. We received written submissions from Live Nation and Eventim in response to our further provisional findings, and we posted non-confidential versions of these submissions on our website. We also received comments from both Live Nation and Eventim on each other’s submission, and both parties provided us with detailed responses to our many questions. 18. We held hearings with Live Nation and Eventim, and we posted summaries of these hearings on our website. We received comments from both Live Nation and Eventim on each other’s hearing summary. 19. On 7 May 2010, we published our revised final report, which we posted on our website. 20. We would like to thank all those who have assisted in our inquiry. A3 APPENDIX B The live music industry Industry size and trends 1. In recent years, the live music industry has grown rapidly. In the same period, the value of sales of recorded music has fallen. Figure 1 shows estimates by PRS for Music of the value of live music ticket sales. FIGURE 1 Value of live music ticket sales [] Source: PRS for Music. 2. In the period 2004 to 2008 the total increase in the value of live music ticket sales was over [] per cent. Whilst an increase in average ticket prices accounted for some of this growth, we estimated that there was an increase of over [] per cent in the volume of ticket sales. 3. These figures include booking fees but do not include other ancillary income, for example merchandising, which can generate a further 15 to 25 per cent of the ticket price.1 The growth in the industry has also resulted in greater advertising and sponsorship revenues, estimated at around £89 million in 2008.2 Drivers of growth in the live music industry 4. Promoters, venue operators and ticket agents gave us several reasons for the growth in the live music industry: (a) a reduction in the value of sales of recorded music, resulting in an increasing need for artists to tour in order to generate income; (b) the growth in ‘heritage tours’ by bands which were successful in the past, appealing to consumers who might not otherwise attend live music events; (c) a wider diversity of festivals, appealing to a wider base of consumers; (d) consumers placing increasing value on attending exclusive events; and (e) the low cost of tickets for live music events compared with other occasional leisure expenditure. Ticket price trends 5. Figure 2 shows the average price of tickets sold by Ticketmaster for all live entertain- ment events between 2003 and 2008. 1The Live Music Industry, Lecture by John Williamson, 4 February 2008. 2‘Adding up the Music Industry for 2008’ Will Page, Chief Economist PRS for Music, based on figures from FRUKT music marketing agency. B1 FIGURE 2 Average primary ticket price (excluding booking fees) 33 32 33 Ticket price 31 31 29 £ 29 28 27 26 25 2003 2004 2005 2006 2007 2008 Source: Ticketmaster. 6. In the five years to 2008, Ticketmaster’s average ticket price grew by over 25 per cent, equivalent to an increase of 6 per cent in real terms.3 Growth in the provision of live music venues 7. In the last three years, several venues have opened or reopened following renovation, including the O2 Arena in London, with a capacity of 20,000, and Wembley Stadium, with a capacity of 80,000 (see Appendix G). 8. The number of live music festivals has also increased. Efestivals listed 500 festivals taking place in the UK in 2008 (not just live music festivals), compared with 12 festivals in 2000. The live music industry supply chain 9. Figure 3 shows the key participants in the live music supply chain. 3The real increase is calculated using RPIX (the All Items Retail Prices Index excluding Mortgage Interest Payments) as the measure of inflation.