Merger update

The Commission has had another busy year investigating mergers. Many mergers bring benefits to the economy and we cleared a number of them over the past year.

We declined two mergers and filed injunction proceedings against another because we were concerned that they would reduce competition and harm consumers.

The numbers

Every year in New Zealand there are around 100 merger and acquisition transactions. Because we are one of the very few countries that has a voluntary clearance regime, most of these mergers proceed without the Commission reviewing them. However, we assess around 8–12 clearance applications a year. In the past 5 years about 85% of these applications have been granted clearance. This financial year we have reviewed eight applications, clearing six and declining two.

A feature of our recent work has been the number of investigations into mergers where the businesses involved did not apply for clearance or authorisation. In this financial year, we opened four section 47 investigations into transactions that we were concerned may be likely to substantially lessen competition, which is higher than in previous years.

Recent cases

Where clearance applications raise no competition concerns, we aim to review them as quickly as possible. We were the first agency globally to clear the Essilor/Luxottica eyewear global deal, which was subsequently cleared by all other agencies. We were also the first agency to clear the swimming pool equipment merger of Rhone and Fluidra.

Other clearances include:

  • the merger of the titanium dioxide businesses of Tronox and Cristal, which is still under review in the EU and US
  • Daiken’s takeover of Dongwha, which both supply medium density fibreboard
  • Heinz Wattie’s acquisition of the food and instant coffee business of Cerebos Gregg’s, subject to a divestment undertaking.

Sometimes we need to act to protect consumers where we think a merger will harm competition. In November 2017, we filed proceedings to stop the merger of Platinum Equity (via Winc NZ) and OfficeMax, which are both large suppliers of office products. Platinum Equity has since agreed to divest Winc NZ to address our competition concerns.

We declined Vero Insurance’s application to acquire Tower Insurance because it would have brought together the second and third largest general insurers in New Zealand, leaving only two substantial competitors in the market post-merger.

Likewise, we declined Trade Me’s proposed merger with Motorcentral (a Christchurch-based supplier of software to motor vehicle dealers) because we were not satisfied that the merger would not raise barriers to entry and protect Trade Me from competition.

In December 2017, we successfully defended in the High Court our decision to decline authorisation for NZME and Fairfax New Zealand (now Stuff) to merge their respective New Zealand operations. The parties have appealed the High Court decision, with a hearing before the Court of Appeal in June 2018.

Outlook

We expect another busy year for the Commission’s mergers team. We continue to investigate accounting software business MYOB’s application to acquire Reckon, and recently started our assessment of Ingenico’s proposed purchase of Paymark. Ingenico is a global payment services company, while Paymark is an operator of a payment switch.

We also continue to seek ways to improve the way we do things. In the past year, we have started publishing Letters of Issues and Letters of Unresolved Issues on our website to increase transparency. We also set up a section 47 investigations register which shows all of our open and closed merger investigations since February 2018. More recently we have started to publish statistics on our merger regime, which will help businesses and advisors understand trends across years. These can also be viewed on our website. We are also reviewing the clearance application form to ensure it is helping us investigate mergers efficiently.