# Official Journal C 434/2021

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 434 |
| | |
| English edition | Information and Notices | Volume 6427 October 2021 |

ISSN 1977-091X

Official Journal

of the European Union

C 434

English edition

Information and Notices

Volume 6427 October 2021

---

| Contents | page |
| --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2021/C 434/01 | Non-opposition to a notified concentration (Case M.10390 – CHRISTIAN BURRUS/OTPP/JV) (
  1
  ) | 1 |

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2021/C 434/01

Non-opposition to a notified concentration (Case M.10390 – CHRISTIAN BURRUS/OTPP/JV) (
  1
  )

1

1

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| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2021/C 434/02 | Euro exchange rates — 26 October 2021 | 2 |
| 2021/C 434/03 | Opinion of the Advisory Committee on mergers at its meeting of 18 December 2020 concerning a preliminary draft decision relating to Case M.9564 – LSEG/Refinitiv Business – Rapporteur: Hungary (
  1
  ) | 3 |
| 2021/C 434/04 | Final Report of the Hearing Officer – Case M.9564 – London Stock Exchange Group/Refinitiv Business (
  1
  ) | 7 |
| 2021/C 434/05 | Summary of Commission Decision of 13 January 2021 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.9564 – LSEG/Refinitiv Business)
  (notified under document C(2021) 28)

   (
  1
  ) | 9 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2021/C 434/02

Euro exchange rates — 26 October 2021

2

2021/C 434/03

Opinion of the Advisory Committee on mergers at its meeting of 18 December 2020 concerning a preliminary draft decision relating to Case M.9564 – LSEG/Refinitiv Business – Rapporteur: Hungary (
  1
  )

1

3

2021/C 434/04

Final Report of the Hearing Officer – Case M.9564 – London Stock Exchange Group/Refinitiv Business (
  1
  )

1

7

2021/C 434/05

Summary of Commission Decision of 13 January 2021 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.9564 – LSEG/Refinitiv Business)
  (notified under document C(2021) 28)

   (
  1
  )

(notified under document C(2021) 28)

1

9

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| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2021/C 434/06 | Prior notification of a concentration (Case M.10468 – NREP / NOVO HOLDINGS / INDUSTRIENS PENSIONSFORSIKRING / JV) – Candidate case for simplified procedure (
  1
  ) | 19 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2021/C 434/06

Prior notification of a concentration (Case M.10468 – NREP / NOVO HOLDINGS / INDUSTRIENS PENSIONSFORSIKRING / JV) – Candidate case for simplified procedure (
  1
  )

1

19

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| | |
| --- | --- |
| | (1)   Text with EEA relevance. |

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(1)   Text with EEA relevance.

1

| EN | |
| --- | --- |

EN

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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 27.10.2021 | EN | Official Journal of the European Union | C 434/1 |
| --- | --- | --- | --- |

27.10.2021

EN

Official Journal of the European Union

C 434/1

---

Non-opposition to a notified concentration

(Case M.10390 – CHRISTIAN BURRUS/OTPP/JV)

(Text with EEA relevance)

(2021/C 434/01)

On 21 October 2021, the Commission decided not to oppose the above notified concentration and to declare it compatible with the internal market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004 (1). The full text of the decision is available only in French and will be made public after it is cleared of any business secrets it may contain. It will be available:

| — | in the merger section of the ‘Competition policy’ website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes, |
| --- | --- |

—

in the merger section of the ‘Competition policy’ website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes,

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32021M10390. EUR-Lex is the online point of access to European Union law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32021M10390. EUR-Lex is the online point of access to European Union law.

---

(1)  OJ L 24, 29.1.2004, p. 1.

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IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 27.10.2021 | EN | Official Journal of the European Union | C 434/2 |
| --- | --- | --- | --- |

27.10.2021

EN

Official Journal of the European Union

C 434/2

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Euro exchange rates (1)

26 October 2021

(2021/C 434/02)

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,1618 |
| JPY | Japanese yen | 132,47 |
| DKK | Danish krone | 7,4392 |
| GBP | Pound sterling | 0,84178 |
| SEK | Swedish krona | 9,9848 |
| CHF | Swiss franc | 1,0684 |
| ISK | Iceland króna | 150,00 |
| NOK | Norwegian krone | 9,6828 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 25,700 |
| HUF | Hungarian forint | 365,29 |
| PLN | Polish zloty | 4,6009 |
| RON | Romanian leu | 4,9468 |
| TRY | Turkish lira | 10,9744 |
| AUD | Australian dollar | 1,5465 |
| CAD | Canadian dollar | 1,4361 |
| HKD | Hong Kong dollar | 9,0335 |
| NZD | New Zealand dollar | 1,6172 |
| SGD | Singapore dollar | 1,5637 |
| KRW | South Korean won | 1 354,11 |
| ZAR | South African rand | 17,1309 |
| CNY | Chinese yuan renminbi | 7,4124 |
| HRK | Croatian kuna | 7,5225 |
| IDR | Indonesian rupiah | 16 408,24 |
| MYR | Malaysian ringgit | 4,8174 |
| PHP | Philippine peso | 58,947 |
| RUB | Russian rouble | 80,6417 |
| THB | Thai baht | 38,456 |
| BRL | Brazilian real | 6,4620 |
| MXN | Mexican peso | 23,4016 |
| INR | Indian rupee | 87,0820 |

Currency

Exchange rate

USD

US dollar

1,1618

JPY

Japanese yen

132,47

DKK

Danish krone

7,4392

GBP

Pound sterling

0,84178

SEK

Swedish krona

9,9848

CHF

Swiss franc

1,0684

ISK

Iceland króna

150,00

NOK

Norwegian krone

9,6828

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

25,700

HUF

Hungarian forint

365,29

PLN

Polish zloty

4,6009

RON

Romanian leu

4,9468

TRY

Turkish lira

10,9744

AUD

Australian dollar

1,5465

CAD

Canadian dollar

1,4361

HKD

Hong Kong dollar

9,0335

NZD

New Zealand dollar

1,6172

SGD

Singapore dollar

1,5637

KRW

South Korean won

1 354,11

ZAR

South African rand

17,1309

CNY

Chinese yuan renminbi

7,4124

HRK

Croatian kuna

7,5225

IDR

Indonesian rupiah

16 408,24

MYR

Malaysian ringgit

4,8174

PHP

Philippine peso

58,947

RUB

Russian rouble

80,6417

THB

Thai baht

38,456

BRL

Brazilian real

6,4620

MXN

Mexican peso

23,4016

INR

Indian rupee

87,0820

---

(1)  Source: reference exchange rate published by the ECB.

---

| 27.10.2021 | EN | Official Journal of the European Union | C 434/3 |
| --- | --- | --- | --- |

27.10.2021

EN

Official Journal of the European Union

C 434/3

---

Opinion of the Advisory Committee on mergers at its meeting of 18 December 2020 concerning a preliminary draft decision relating to Case M.9564 – LSEG/Refinitiv Business

Rapporteur: Hungary

(Text with EEA relevance)

(2021/C 434/03)

Jurisdiction

| 1. | The Advisory Committee (11 Member States) agrees with the Commission that the notified transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (‘the Merger Regulation’) (1). |
| --- | --- |

1.

The Advisory Committee (11 Member States) agrees with the Commission that the notified transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (‘the Merger Regulation’) (1).

| 2. | The Advisory Committee (11 Member States) agrees with the Commission that the notified transaction has a Union dimension pursuant to Article 1(2) of the Merger Regulation. |
| --- | --- |

2.

The Advisory Committee (11 Member States) agrees with the Commission that the notified transaction has a Union dimension pursuant to Article 1(2) of the Merger Regulation.

Product Markets

| 3. | The Advisory Committee (11 Member States) agrees with the Commission’s definition of the relevant product market(s) for:






  a. | The provision of electronic Trading Services for EGBs; |
| --- | --- | --- |

3.

The Advisory Committee (11 Member States) agrees with the Commission’s definition of the relevant product market(s) for:

a.

The provision of electronic Trading Services for EGBs;

| b. | The provision of Trading Services for other bonds than EGBs; |
| --- | --- |

b.

The provision of Trading Services for other bonds than EGBs;

| c. | The provision of Clearing Services for Cash Bonds; |
| --- | --- |

c.

The provision of Clearing Services for Cash Bonds;

| d. | The provision of Clearing Services for Repos; |
| --- | --- |

d.

The provision of Clearing Services for Repos;

| e. | The provision of Trading Services for over-the-counter interest-rate derivatives; |
| --- | --- |

e.

The provision of Trading Services for over-the-counter interest-rate derivatives;

| f. | The provision of Trading Services for over-the-counter foreign exchange products; |
| --- | --- |

f.

The provision of Trading Services for over-the-counter foreign exchange products;

| g. | The provision of Trading Services for equity index derivatives; |
| --- | --- |

g.

The provision of Trading Services for equity index derivatives;

| h. | The provision of Clearing Services for over-the-counter interest-rate derivatives; |
| --- | --- |

h.

The provision of Clearing Services for over-the-counter interest-rate derivatives;

| i. | The provision of Clearing Services for Over-the-Counter FX products; |
| --- | --- |

i.

The provision of Clearing Services for Over-the-Counter FX products;

| j. | The provision of Clearing Services for Commodity Derivatives; |
| --- | --- |

j.

The provision of Clearing Services for Commodity Derivatives;

| k. | The provision of Clearing Services for Credit Default Swaps; |
| --- | --- |

k.

The provision of Clearing Services for Credit Default Swaps;

| l. | The provision of Clearing Services for Equity Derivatives; |
| --- | --- |

l.

The provision of Clearing Services for Equity Derivatives;

| m. | The provision of Trading Services for Cash Equities; |
| --- | --- |

m.

The provision of Trading Services for Cash Equities;

| n. | The provision of Clearing Services for Cash Equities; |
| --- | --- |

n.

The provision of Clearing Services for Cash Equities;

| o. | Consolidated Real-Time Datafeeds; |
| --- | --- |

o.

Consolidated Real-Time Datafeeds;

| p. | Desktop Services; |
| --- | --- |

p.

Desktop Services;

| q. | Provision of LSE Venue Data; |
| --- | --- |

q.

Provision of LSE Venue Data;

| r. | UK Equities Index Licensing; |
| --- | --- |

r.

UK Equities Index Licensing;

| s. | FX Benchmark Licensing; |
| --- | --- |

s.

FX Benchmark Licensing;

| t. | Other Index Licensing; |
| --- | --- |

t.

Other Index Licensing;

| u. | Security Identifiers; |
| --- | --- |

u.

Security Identifiers;

| v. | Sector Classification Schemes; |
| --- | --- |

v.

Sector Classification Schemes;

| w. | Tick History Data; |
| --- | --- |

w.

Tick History Data;

| x. | Consolidated Non-Real Time Pricing and Reference Data; |
| --- | --- |

x.

Consolidated Non-Real Time Pricing and Reference Data;

| y. | Non-Real Time Datafeeds; |
| --- | --- |

y.

Non-Real Time Datafeeds;

| z. | Aftermarket Broker Research Reports; |
| --- | --- |

z.

Aftermarket Broker Research Reports;

| aa. | Earnings Estimates; |
| --- | --- |

aa.

Earnings Estimates;

| bb. | Fundamentals Data; |
| --- | --- |

bb.

Fundamentals Data;

| cc. | Public Filings; |
| --- | --- |

cc.

Public Filings;

| dd. | Ownership Content Data; |
| --- | --- |

dd.

Ownership Content Data;

| ee. | Funds Data; |
| --- | --- |

ee.

Funds Data;

| ff. | News; |
| --- | --- |

ff.

News;

| gg. | APA Data; |
| --- | --- |

gg.

APA Data;

| hh. | Time Series of Economic Data; |
| --- | --- |

hh.

Time Series of Economic Data;

| ii. | Order management systems; |
| --- | --- |

ii.

Order management systems;

| jj. | Execution management systems; |
| --- | --- |

jj.

Execution management systems;

| kk. | Regulatory Information Services. |
| --- | --- |

kk.

Regulatory Information Services.

Geographic markets

| 4. | The Advisory Committee (11 Member States) agrees with the Commission’s definition of the relevant geographic market(s) for:






  a. | The provision of electronic Trading Services for EGBs as being global or at least EEA-wide; |
| --- | --- | --- |

4.

The Advisory Committee (11 Member States) agrees with the Commission’s definition of the relevant geographic market(s) for:

a.

The provision of electronic Trading Services for EGBs as being global or at least EEA-wide;

| b. | The provision of Trading Services for other bonds than EGBs as being global or at least EEA-wide; |
| --- | --- |

b.

The provision of Trading Services for other bonds than EGBs as being global or at least EEA-wide;

| c. | The provision of Clearing Services for Cash Bonds as being global or at least EEA-wide; |
| --- | --- |

c.

The provision of Clearing Services for Cash Bonds as being global or at least EEA-wide;

| d. | The provision of Clearing Services for Repos as being EEA-wide; |
| --- | --- |

d.

The provision of Clearing Services for Repos as being EEA-wide;

| e. | The provision of Trading Services for over-the-counter interest-rate derivatives as being global or at least EEA-wide; |
| --- | --- |

e.

The provision of Trading Services for over-the-counter interest-rate derivatives as being global or at least EEA-wide;

| f. | The provision of Trading Services for over-the-counter foreign exchange products as being global; |
| --- | --- |

f.

The provision of Trading Services for over-the-counter foreign exchange products as being global;

| g. | The provision of Trading Services for equity index derivatives as being global or at least EEA-wide; |
| --- | --- |

g.

The provision of Trading Services for equity index derivatives as being global or at least EEA-wide;

| h. | The provision of Clearing Services for over-the-counter interest-rate derivatives as being global or at least EEA-wide; |
| --- | --- |

h.

The provision of Clearing Services for over-the-counter interest-rate derivatives as being global or at least EEA-wide;

| i. | The provision of Clearing Services for Over-the-Counter FX products as being at least EEA-wide; |
| --- | --- |

i.

The provision of Clearing Services for Over-the-Counter FX products as being at least EEA-wide;

| j. | The provision of Clearing Services for Commodity Derivatives as being global or at least EEA-wide; |
| --- | --- |

j.

The provision of Clearing Services for Commodity Derivatives as being global or at least EEA-wide;

| k. | The provision of Clearing Services for Credit Default Swaps as being at least EEA-wide; |
| --- | --- |

k.

The provision of Clearing Services for Credit Default Swaps as being at least EEA-wide;

| l. | The provision of Clearing Services for Equity Derivatives as being global or at least EEA-wide; |
| --- | --- |

l.

The provision of Clearing Services for Equity Derivatives as being global or at least EEA-wide;

| m. | The provision of Trading Services for Cash Equities as being at least EEA-wide; |
| --- | --- |

m.

The provision of Trading Services for Cash Equities as being at least EEA-wide;

| n. | The provision of Clearing Services for Cash Equities as being global or at least EEA-wide; |
| --- | --- |

n.

The provision of Clearing Services for Cash Equities as being global or at least EEA-wide;

| o. | Consolidated Real-Time Datafeeds as being global; |
| --- | --- |

o.

Consolidated Real-Time Datafeeds as being global;

| p. | Desktop Services as being global; |
| --- | --- |

p.

Desktop Services as being global;

| q. | Provision of LSE Venue Data as being global; |
| --- | --- |

q.

Provision of LSE Venue Data as being global;

| r. | UK Equities Index licensing as being global; |
| --- | --- |

r.

UK Equities Index licensing as being global;

| s. | FX Benchmark licensing as being global; |
| --- | --- |

s.

FX Benchmark licensing as being global;

| t. | Other Index licensing as being global; |
| --- | --- |

t.

Other Index licensing as being global;

| u. | Security Identifiers as being global or at least EEA-wide; |
| --- | --- |

u.

Security Identifiers as being global or at least EEA-wide;

| v. | Sector Classification Schemes as being global; |
| --- | --- |

v.

Sector Classification Schemes as being global;

| w. | Tick History Data as being global; |
| --- | --- |

w.

Tick History Data as being global;

| x. | Consolidated Non-Real Time Pricing and Reference Data as being global; |
| --- | --- |

x.

Consolidated Non-Real Time Pricing and Reference Data as being global;

| y. | Non-Real Time Datafeeds as being global; |
| --- | --- |

y.

Non-Real Time Datafeeds as being global;

| z. | Aftermarket Broker Research Reports as being global or at least EEA-wide; |
| --- | --- |

z.

Aftermarket Broker Research Reports as being global or at least EEA-wide;

| aa. | Earnings Estimates as being global or at least EEA-wide; |
| --- | --- |

aa.

Earnings Estimates as being global or at least EEA-wide;

| bb. | Fundamentals Data as being global or at least EEA-wide; |
| --- | --- |

bb.

Fundamentals Data as being global or at least EEA-wide;

| cc. | Public Filings as being global or at least EEA-wide; |
| --- | --- |

cc.

Public Filings as being global or at least EEA-wide;

| dd. | Ownership Content Data as being global or at least EEA-wide; |
| --- | --- |

dd.

Ownership Content Data as being global or at least EEA-wide;

| ee. | Funds Data as being global or at least EEA-wide; |
| --- | --- |

ee.

Funds Data as being global or at least EEA-wide;

| ff. | News as being global or at least EEA-wide; |
| --- | --- |

ff.

News as being global or at least EEA-wide;

| gg. | APA Data as being global or at least EEA-wide; |
| --- | --- |

gg.

APA Data as being global or at least EEA-wide;

| hh. | Time Series of Economic Data as being global or at least EEA-wide; |
| --- | --- |

hh.

Time Series of Economic Data as being global or at least EEA-wide;

| ii. | Order management systems as being global or at least EEA-wide; |
| --- | --- |

ii.

Order management systems as being global or at least EEA-wide;

| jj. | Execution management systems as being global or at least EEA-wide; |
| --- | --- |

jj.

Execution management systems as being global or at least EEA-wide;

| kk. | Regulatory Information Services as being global or at least EEA-wide. |
| --- | --- |

kk.

Regulatory Information Services as being global or at least EEA-wide.

Competitive Assessment

| 5. | The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would significantly impede effective competition with regard to horizontal non-coordinated effects in the market for the provision of Electronic Trading Services for European Government Bonds. |
| --- | --- |

5.

The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would significantly impede effective competition with regard to horizontal non-coordinated effects in the market for the provision of Electronic Trading Services for European Government Bonds.

| 6. | The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would not significantly impede effective competition with regard to horizontal non-coordinated effects in all other horizontally affected markets. |
| --- | --- |

6.

The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would not significantly impede effective competition with regard to horizontal non-coordinated effects in all other horizontally affected markets.

| 7. | The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would significantly impede effective competition as a consequence of non-horizontal effects, as:






  a. | The combined entity would have the ability and the incentive to engage in total/partial input foreclosure relating to LSE venue data (upstream) and CRTDs (downstream), resulting from its strengthened dominant position; |
| --- | --- | --- |

7.

The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would significantly impede effective competition as a consequence of non-horizontal effects, as:

a.

The combined entity would have the ability and the incentive to engage in total/partial input foreclosure relating to LSE venue data (upstream) and CRTDs (downstream), resulting from its strengthened dominant position;

| b. | The combined entity would have the ability and the incentive to engage in total/partial input foreclosure relating to LSE venue data (upstream) and desktop services (downstream); |
| --- | --- |

b.

The combined entity would have the ability and the incentive to engage in total/partial input foreclosure relating to LSE venue data (upstream) and desktop services (downstream);

| c. | The combined entity would have the ability and the incentive to engage in total/partial input foreclosure relating to UK equity indices (upstream) and CRTDs (downstream), resulting from its strengthened dominant position; |
| --- | --- |

c.

The combined entity would have the ability and the incentive to engage in total/partial input foreclosure relating to UK equity indices (upstream) and CRTDs (downstream), resulting from its strengthened dominant position;

| d. | The combined entity would have the ability and the incentive to engage in total customer foreclosure relating to UK equity indices (upstream) and CRTDs (downstream); |
| --- | --- |

d.

The combined entity would have the ability and the incentive to engage in total customer foreclosure relating to UK equity indices (upstream) and CRTDs (downstream);

| e. | The combined entity would have the ability and the incentive to abuse Customer Information to the detriment of competing providers of CRTDs and desktop services, aggravating the identified significant impediments to effective competition under items 7.1-7.4 above; |
| --- | --- |

e.

The combined entity would have the ability and the incentive to abuse Customer Information to the detriment of competing providers of CRTDs and desktop services, aggravating the identified significant impediments to effective competition under items 7.1-7.4 above;

| f. | The combined entity would have the ability and the incentive to foreclose third party access to WM/R FX benchmark licensing; |
| --- | --- |

f.

The combined entity would have the ability and the incentive to foreclose third party access to WM/R FX benchmark licensing;

| g. | The combined entity would have the ability and the incentive to engage in customer foreclosure relating to the provision of trading (upstream) and clearing (downstream) services for over-the-counter interest-rate derivatives. |
| --- | --- |

g.

The combined entity would have the ability and the incentive to engage in customer foreclosure relating to the provision of trading (upstream) and clearing (downstream) services for over-the-counter interest-rate derivatives.

| 8. | The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would not significantly impede effective competition as a consequence of non-horizontal effects in all other vertically affected markets. |
| --- | --- |

8.

The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would not significantly impede effective competition as a consequence of non-horizontal effects in all other vertically affected markets.

| 9. | The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would not significantly impede effective competition as a result of conglomerate effects arising from the bundling of FTSE Russell and Refinitiv indices. |
| --- | --- |

9.

The Advisory Committee (11 Member States) agrees with the Commission’s assessment that the Transaction, as notified, would not significantly impede effective competition as a result of conglomerate effects arising from the bundling of FTSE Russell and Refinitiv indices.

Commitments

| 10. | The Advisory Committee agrees with the Commission that the final commitments offered by the Parties on 26 November 2020 remove the competition concerns identified in the draft Decision. 10 Member States voted in favour. One Member State abstained. |
| --- | --- |

10.

The Advisory Committee agrees with the Commission that the final commitments offered by the Parties on 26 November 2020 remove the competition concerns identified in the draft Decision. 10 Member States voted in favour. One Member State abstained.

| 11. | The Advisory Committee agrees with the Commission that, subject to the full compliance with the final commitments offered by the Parties on 26 November 2020, the notified transaction would not significantly impede effective competition in the internal market or in a substantial part of it. 10 Member States voted in favour. One Member State abstained. |
| --- | --- |

11.

The Advisory Committee agrees with the Commission that, subject to the full compliance with the final commitments offered by the Parties on 26 November 2020, the notified transaction would not significantly impede effective competition in the internal market or in a substantial part of it. 10 Member States voted in favour. One Member State abstained.

Compatibility with the Internal Market

| 12. | The Advisory Committee agrees with the Commission that the notified transaction should therefore be declared compatible with the internal market and the functioning of the EEA Agreement in accordance with Article 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement. 10 Member States voted in favour. One Member State abstained. |
| --- | --- |

12.

The Advisory Committee agrees with the Commission that the notified transaction should therefore be declared compatible with the internal market and the functioning of the EEA Agreement in accordance with Article 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement. 10 Member States voted in favour. One Member State abstained.

---

(1)  OJ L 24, 29.1.2004, p. 1.

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| 27.10.2021 | EN | Official Journal of the European Union | C 434/7 |
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27.10.2021

EN

Official Journal of the European Union

C 434/7

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Final Report of the Hearing Officer (1)

Case M.9564 – London Stock Exchange Group/Refinitiv Business

(Text with EEA relevance)

(2021/C 434/04)

| 1. | On 13 May 2020, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004, (2) by which London Stock Exchange Group plc (‘LSEG’) would acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, sole control of the whole of the Refinitiv Business (‘Refinitiv’) from Refinitiv Holdings Ltd (ultimately controlled by Blackstone Group, Inc.) by way of purchase of shares (the ‘Proposed Transaction’). For the purpose of this report, LSEG and Refinitiv are together referred to as the ‘Parties’. |
| --- | --- |

1.

On 13 May 2020, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004, (2) by which London Stock Exchange Group plc (‘LSEG’) would acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, sole control of the whole of the Refinitiv Business (‘Refinitiv’) from Refinitiv Holdings Ltd (ultimately controlled by Blackstone Group, Inc.) by way of purchase of shares (the ‘Proposed Transaction’). For the purpose of this report, LSEG and Refinitiv are together referred to as the ‘Parties’.

| 2. | On 22 June 2020, the Commission adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation. |
| --- | --- |

2.

On 22 June 2020, the Commission adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation.

| 3. | On 16 July 2020, the Commission adopted a decision pursuant to Article 11(3) of the Merger Regulation, requiring the Parties to supply information that had been the object of a Commission request for information sent to the Parties. This decision suspended the time limit referred to in Article 10(3) of the Merger Regulation as from 13 July 2020, pursuant to Article 9(1) of Commission Regulation (EC) 802/2004. (3) By email of 7 September 2020, the Commission informed the Parties that the suspension of the time limit had come to an end on 31 August 2020, following the Parties’ submission of the required information on that date. |
| --- | --- |

3.

On 16 July 2020, the Commission adopted a decision pursuant to Article 11(3) of the Merger Regulation, requiring the Parties to supply information that had been the object of a Commission request for information sent to the Parties. This decision suspended the time limit referred to in Article 10(3) of the Merger Regulation as from 13 July 2020, pursuant to Article 9(1) of Commission Regulation (EC) 802/2004. (3) By email of 7 September 2020, the Commission informed the Parties that the suspension of the time limit had come to an end on 31 August 2020, following the Parties’ submission of the required information on that date.

| 4. | On 2 October 2020, the Commission adopted a statement of objections (the ‘SO’). The SO was formally notified to LSEG on 5 October 2020, (4) at which time LSEG was granted a deadline to submit its observations until 16 October 2020. On 2 October 2020, Refinitiv was also informed of the adoption of the SO and of the possibility to submit observations pursuant to Article 13(2) of the Merger Implementing Regulation. |
| --- | --- |

4.

On 2 October 2020, the Commission adopted a statement of objections (the ‘SO’). The SO was formally notified to LSEG on 5 October 2020, (4) at which time LSEG was granted a deadline to submit its observations until 16 October 2020. On 2 October 2020, Refinitiv was also informed of the adoption of the SO and of the possibility to submit observations pursuant to Article 13(2) of the Merger Implementing Regulation.

| 5. | On 2 October 2020, LSEG obtained access to the accessible documents in the Commission’s case file via the handover of a DVD. Further access to the file was given on a regular basis, as regards documents that were added to the file later. I have not received any complaint or request from the Parties regarding access to the file. |
| --- | --- |

5.

On 2 October 2020, LSEG obtained access to the accessible documents in the Commission’s case file via the handover of a DVD. Further access to the file was given on a regular basis, as regards documents that were added to the file later. I have not received any complaint or request from the Parties regarding access to the file.

| 6. | On 16 October 2020, the Parties submitted their written observations on the SO. The Parties did not request that a formal oral hearing be held. |
| --- | --- |

6.

On 16 October 2020, the Parties submitted their written observations on the SO. The Parties did not request that a formal oral hearing be held.

| 7. | Between 17 August and 12 November 2020, I admitted six undertakings and one association showing a sufficient interest pursuant to Article 18(4) of the Merger Regulation as interested third persons in this case. The interested third persons were provided with a non-confidential version of the SO and given a time limit within which to submit their observations. |
| --- | --- |

7.

Between 17 August and 12 November 2020, I admitted six undertakings and one association showing a sufficient interest pursuant to Article 18(4) of the Merger Regulation as interested third persons in this case. The interested third persons were provided with a non-confidential version of the SO and given a time limit within which to submit their observations.

| 8. | On 5 November 2020, LSEG submitted commitments, in accordance with Article 8(2) and 10(2) of the Merger Regulation, with a view to rendering the Proposed Transaction compatible with the internal market and the functioning of the EEA Agreement (the ‘Initial Commitments’). On the same day, the Commission launched a market test of the Initial Commitments. |
| --- | --- |

8.

On 5 November 2020, LSEG submitted commitments, in accordance with Article 8(2) and 10(2) of the Merger Regulation, with a view to rendering the Proposed Transaction compatible with the internal market and the functioning of the EEA Agreement (the ‘Initial Commitments’). On the same day, the Commission launched a market test of the Initial Commitments.

| 9. | On 19 November 2020, LSEG requested that the Commission extend the deadline for the Commission’s investigation, pursuant to Article 10(3) second subparagraph, third sentence of the Merger Regulation, by four working days. On 23 November 2020, the Commission adopted a decision granting such extension. |
| --- | --- |

9.

On 19 November 2020, LSEG requested that the Commission extend the deadline for the Commission’s investigation, pursuant to Article 10(3) second subparagraph, third sentence of the Merger Regulation, by four working days. On 23 November 2020, the Commission adopted a decision granting such extension.

| 10. | On 26 November 2020, having received feedback from the Commission on the Initial Commitments, LSEG submitted an amended set of commitments (the ‘Final Commitments’). |
| --- | --- |

10.

On 26 November 2020, having received feedback from the Commission on the Initial Commitments, LSEG submitted an amended set of commitments (the ‘Final Commitments’).

| 11. | On 27 November 2020, the Commission sent to LSEG a letter of facts, where it informed LSEG about additional factual elements that had come to the attention of the Commission after the adoption of the SO and/or that were not yet, or not expressly, relied upon in the SO, and which were considered by the Commission as potentially relevant for the final decision to be adopted in this case. On 3 December 2020, the Parties responded to this letter of facts. |
| --- | --- |

11.

On 27 November 2020, the Commission sent to LSEG a letter of facts, where it informed LSEG about additional factual elements that had come to the attention of the Commission after the adoption of the SO and/or that were not yet, or not expressly, relied upon in the SO, and which were considered by the Commission as potentially relevant for the final decision to be adopted in this case. On 3 December 2020, the Parties responded to this letter of facts.

| 12. | The draft decision declares the Proposed Transaction compatible with the internal market and the functioning of the EEA Agreement, subject to full compliance with the Final Commitments. |
| --- | --- |

12.

The draft decision declares the Proposed Transaction compatible with the internal market and the functioning of the EEA Agreement, subject to full compliance with the Final Commitments.

| 13. | I have reviewed the draft decision pursuant to Article 16(1) of Decision 2011/695/EU and I conclude that it deals only with objections in respect of which the Parties have been afforded the opportunity of making their views known. |
| --- | --- |

13.

I have reviewed the draft decision pursuant to Article 16(1) of Decision 2011/695/EU and I conclude that it deals only with objections in respect of which the Parties have been afforded the opportunity of making their views known.

| 14. | In view of all of the above, I consider that the effective exercise of procedural rights has been respected during the present proceedings. |
| --- | --- |

14.

In view of all of the above, I consider that the effective exercise of procedural rights has been respected during the present proceedings.

Brussels, 22 December 2020.

Dorothe DALHEIMER

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(1)  Pursuant to Articles 16 and 17 of Decision 2011/695/EU of the President of the European Commission of 13 October 2011 on the function and terms of reference of the hearing officer in certain competition proceedings (OJ L 275, 20.10.2011, p. 29) (‘Decision 2011/695/EU’).

1

(2)  Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation) (OJ L 24, 29.1.2004, p. 1) (the ‘Merger Regulation’).

2

(3)  Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (OJ L 133, 30.4.2004, p.1), as amended (the ‘Merger Implementing Regulation’).

3

(4)  On 2 October 2020, an (informal) advance information copy of the SO and its cover letter were sent to the lawyers of LSEG.

4

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| 27.10.2021 | EN | Official Journal of the European Union | C 434/9 |
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27.10.2021

EN

Official Journal of the European Union

C 434/9

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Summary of Commission Decision

of 13 January 2021

declaring a concentration compatible with the internal market and the functioning of the EEA Agreement

(Case M.9564 – LSEG/Refinitiv Business)

(notified under document C(2021) 28)

(Only the English version is authentic)

(Text with EEA relevance)

(2021/C 434/05)

On 13 January 2021 the Commission adopted a Decision in a merger case under Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (1)
  , and in particular Article 8(2) of that Regulation. A non-confidential version of the full Decision, as the case may be in the form of a provisional version, can be found in the authentic language of the case on the website of the Directorate-General for Competition, at the following address: http://ec.europa.eu/competition/elojade/isef/index.cfm?clear=1&policy_area_id=2

I.   THE PARTIES

| (1) | London Stock Exchange Group (the ‘Notifying Party’ or ‘LSEG’) is an international financial markets infrastructure and data provider. LSEG’s main activities are in (i) capital markets through trading venues (including LSE, Borsa Italiana, MTS, Turquoise, and CurveGlobal Limited); (ii) post-trade and risk management; (iii) information services; and (iv) technology services through trading, market surveillance and post-trade systems for organisations and exchanges. In the first two areas, LSEG operates trading venues for equities, exchange-traded products (‘ETPs’), bonds, interest rate derivatives and equity derivatives, as well as clearing houses (LCH and CC&G) for equities, ETPs, bonds, interest rate derivatives, equity derivatives, credit derivatives and foreign exchange (‘FX’) products. In the last two areas, LSEG is in particular active in index provision through FTSE Russell, venue data provision through its aforementioned trading venues, sector classification schemes, and other financial information products such as security identifiers. |
| --- | --- |

(1)

| (2) | Refinitiv Business (the ‘Target’ or ‘Refinitiv’) is a financial markets infrastructure and data provider. It is active in (i) data and analytics provision; (ii) capital markets and workflow solutions; and (iii) risk management services. In the first area, Refinitiv is in particular active in desktop solutions through Eikon, consolidated real-time datafeeds (‘CRTDs’) through Elektron, index provision, sector classification schemes, and venue data provision. In the second area, Refinitiv operates trading venues (Tradeweb, FXall and Matching) for equities, ETPs, bonds, interest rate derivatives, equity derivatives, and FX products. In the third area, Refinitiv offers screening, monitoring, and risk assessment tools that help users comply with financial crime legislation worldwide. |
| --- | --- |

(2)

II.   THE OPERATION

| (3) | On 13 May 2020, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (the ‘Merger Regulation’) by which LSEG (United Kingdom) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of Refinitiv (United States) by way of purchase of shares (the ‘Transaction’). LSEG and Refinitiv are designated hereinafter as the ‘Parties’. The Transaction would create one of the largest financial market players worldwide, active across the entire value chain of (i) financial markets infrastructure services (listing, trading, clearing, and settlement/custody of financial instruments such as equities, bonds, derivatives) and (ii) financial data products (desktop services and datafeeds, trading venue data, and indices/benchmarks). |
| --- | --- |

(3)

III.   SUMMARY

| (4) | The Commission raised competition concerns regarding the horizontal overlap between the Parties’ activities in the provision of trading services for European government bonds (‘EGBs’) and on a series of vertical relationships in financial data and in trading and clearing of financial instruments. |
| --- | --- |

(4)

| (5) | The Commission’s investigation revealed that the Transaction would significantly impede effective competition in the relevant markets listed below:






  a) | Horizontal overlaps: provision of electronic trading services for EGBs; |
| --- | --- | --- |

(5)

a)

Horizontal overlaps: provision of electronic trading services for EGBs;

| b) | Vertical overlaps: input foreclosure in the relevant markets for CRTDs and desktop services by restricting access to LSE venue data; input foreclosure in the relevant markets for CRTDs and desktop services by restricting access to LSEG’s UK equity indices; other non-coordinated effects in the relevant markets for CRTDs and desktop services by gaining access to commercially sensitive information regarding rivals; input foreclosure in the relevant market(s) for index licensing by restricting access to WM/R FX benchmarks; and customer foreclosure in the relevant market for dealer-to-client (‘D2C’) trading services for over-the-counter (‘OTC’) interest rate derivatives (‘IRDs’) by restricting access to clearing services for OTC IRDs. |
| --- | --- |

b)

Vertical overlaps: input foreclosure in the relevant markets for CRTDs and desktop services by restricting access to LSE venue data; input foreclosure in the relevant markets for CRTDs and desktop services by restricting access to LSEG’s UK equity indices; other non-coordinated effects in the relevant markets for CRTDs and desktop services by gaining access to commercially sensitive information regarding rivals; input foreclosure in the relevant market(s) for index licensing by restricting access to WM/R FX benchmarks; and customer foreclosure in the relevant market for dealer-to-client (‘D2C’) trading services for over-the-counter (‘OTC’) interest rate derivatives (‘IRDs’) by restricting access to clearing services for OTC IRDs.

| (6) | On 5 November 2020, the Notifying Party submitted a package of commitments in order to remedy the Commission’s concerns listed above (the ‘Initial Commitments’). On 26 November 2020, the Notifying Party submitted an updated package of commitments (the ‘Final Commitments’ or ‘Commitments’). |
| --- | --- |

(6)

| (7) | Therefore, a clearance decision pursuant to Article 8(2) of the Merger Regulation is proposed for adoption. |
| --- | --- |

(7)

IV.   ASSESSMENT

A.   THE RELEVANT PRODUCT AND GEOGRAPHIC MARKETS

| (8) | This Section presents the relevant (product and geographic) market definitions for the markets where the Commission found that the Transaction would significantly impede effective competition. |
| --- | --- |

(8)

1.   Provision of electronic trading services for European government bonds

| (9) | Previous Commission’s decisions. While the Commission has not previously assessed the relevant product market for the provision of trading services for government bonds, the Commission considered in Deutsche Börse/NYSE Euronext that the trading of bonds (i.e. government and corporate bonds) was not substitutable with the trading of other financial instruments, such as cash equities. (2) |
| --- | --- |

(9)

| (10) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that for the purposes of this decision the provision of electronic EGB (i.e. bonds of the EEA, UK, and Swiss governments) trading services constitutes a separate product market, while the question of a possible segmentation by trading channel (i.e. between D2C and dealer-to-dealer or D2D) can be left open. The geographic scope of these markets is global or at least EEA-wide. |
| --- | --- |

(10)

2.   Provision of D2C trading services for over-the-counter interest rate derivatives

| (11) | Previous Commission’s decisions. The Commission considered that the provision of trading services for derivative contracts can be distinguished based on (i) underlying asset classes, (3) (ii) execution environment, (4) and (iii) types of contracts. (5) In addition, the Commission previously considered that, regarding trading services for exchange-traded IRDs, currency was a differentiating factor determining separate product markets. (6) |
| --- | --- |

(11)

| (12) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that for the purposes of this decision the provision of D2C OTC IRD trading services constitute a separate product market, while the question of a possible segmentation by execution method (i.e. through an electronic venue versus bilaterally via voice outside of an electronic venue), and/or type of IRD contract (e.g. interest rate swaps, forward rate agreements, and overnight indexed swaps) and/or underlying currency traded (e.g. EUR and USD) can be left open. The geographic scope of these markets is global or at least EEA-wide. |
| --- | --- |

(12)

3.   Provision of clearing services for over-the-counter interest rate derivatives

| (13) | Previous Commission’s decisions. The Commission has defined separate product markets for the clearing of derivatives by underlying asset class, execution environment, type of customer and type of contract. (7) |
| --- | --- |

(13)

| (14) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that for the purposes of this decision, the provision of central counterparty (‘CCP’) clearing services for OTC IRDs is a separate product market, while the question of a possible segmentation by type of OTC IRD contract and/or underlying currency can be left open. The geographic scope of these markets is global or at least EEA-wide. |
| --- | --- |

(14)

4.   Consolidated real-time datafeeds

| (15) | Previous Commission’s decisions. Real-time datafeeds can be classified in two categories: consolidated and direct. In Reuters Instrument Codes, the Commission found that CRTDs and direct real-time datafeeds belong to different product markets. (8) In the same case, the Commission found that CRTDs do not compete with desktop services. (9) |
| --- | --- |

(15)

| (16) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that there is a separate relevant market for CRTDs (excluding desktop services and direct real-time datafeeds). The geographic scope of this market is global. |
| --- | --- |

(16)

5.   Desktop services

| (17) | Previous Commission’s decisions. In Blackstone/Thomson Reuters F&R, the Commission discussed a plausible market for desktop services, which would be separate from CRTDs, non-real-time datafeeds, and discrete content datasets. The relevant product market definition was eventually left open. (10) |
| --- | --- |

(17)

| (18) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that there is a separate relevant market for comprehensive desktop services (excluding discrete content sets) and that this market need not be sub-segmented across customer categories. The geographic scope of this market is global. |
| --- | --- |

(18)

6.   Provision of venue data

| (19) | Previous Commission’s decisions. In Deutsche Börse/NYSE Euronext, the market investigation demonstrated that each of the parties for each of their trading venues provided exchange-specific information that was not capable of being replicated by market data services provided by other exchanges or venues. In other words, the market investigation showed that data from each trading venue constituted a standalone market. (11) |
| --- | --- |

(19)

| (20) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that there are separate relevant markets for the licensing of venue data generated in each trading venue. In this decision, the Commission’s concerns focused on the relevant market for LSE Venue Data. The geographic scope of this market is global. |
| --- | --- |

(20)

7.   Index licensing

| (21) | Previous Commission’s decisions. In Deutsche Börse/London Stock Exchange Group, the Commission considered index licensing to be a separate product market, which could be potentially sub-divided by index type. (12) In that case, the Commission noted the lack of demand-side substitutability for individual indices, including those referring to securities at European or national levels, as they offer different exposures which market participants did not consider to be substitutable among one another. (13) The Commission’s investigation also highlighted that supply-side substitutability is limited due to the existence of IP rights and commercial barriers to entry across different index segments. (14) In Intercontinental Exchange/NYSE Euronext, the Commission defined separate markets for indices based on the asset class of their constituents and on geography covered, national and regional. (15) |
| --- | --- |

(21)

| (22) | The Commission’s assessment. Based on the market investigation results and the evidence available to it, the Commission concludes that distinct relevant product markets exist (among other things) for index licensing for UK equity indices (being a combination of asset class and geography) and for FX benchmarks, which are a separate asset class (FX) and are subject to regulatory requirements arising from the EU Benchmark Regulation. The geographic scope of the market for the licensing of UK equity indices and FX benchmarks is worldwide in scope. |
| --- | --- |

(22)

B.   COMPETITIVE ASSESSMENT

1.   Unilateral effects: Horizontal effects in the provision of electronic trading services for European government bonds

| (23) | The Commission is concerned that the Transaction will significantly impede effective competition in the market for the provision of electronic trading services for EGBs and its possible sub-segments as it will create or strengthen, depending on the relevant sub-segment markets, the combined entity’s dominant position. |
| --- | --- |

(23)

| (24) | The Transaction would combine major trading venues for European government bonds, namely LSEG’s MTS and Refinitiv’s Tradeweb, and would result in a very large combined market share, up to [70-80] %. In addition, the market investigation indicates that the Parties own venues with a leading position in the market, and are close competitors in this space, in particular regarding trading between dealers and investors. The market investigation also evidences that the provision of trading services for EGBs is characterised by strong network effects and high barriers to entry. |
| --- | --- |

(24)

2.   Vertical effects

2.1.   Non-horizontal effects relating to the trading (upstream) and clearing (downstream) of over-the-counter interest-rate derivatives

| (25) | The Commission is concerned by the vertical non-coordinated effects that the Transaction raises as a result of the vertical link between Refinitiv’s activity in the provision of trading services for OTC IRDs (via Tradeweb) and LSEG’s activity in the provision of clearing services for OTC IRDs (via LCH SwapClear). More specifically, the Commission considers that the Transaction will significantly impede effective competition in the provision of D2C trading services for OTC IRDs, by the creation of a dominant position, as a result of the following customer foreclosure strategies that the combined entity would have the ability and incentives to engage in:






  a) | The combined entity could cease to clear trades executed on Tradeweb’s rival trading venues or through middleware providers (refusal to clear); |
| --- | --- | --- |

(25)

a)

The combined entity could cease to clear trades executed on Tradeweb’s rival trading venues or through middleware providers (refusal to clear);

| b) | The combined entity could increase clearing charges for products traded at Tradeweb’s rival trading venues (price-based foreclosure); |
| --- | --- |

b)

The combined entity could increase clearing charges for products traded at Tradeweb’s rival trading venues (price-based foreclosure);

| c) | The combined entity could degrade the quality, or impose disadvantageous technical or operational requirements for clearing trades from rival trading venues (technical foreclosure); and |
| --- | --- |

c)

The combined entity could degrade the quality, or impose disadvantageous technical or operational requirements for clearing trades from rival trading venues (technical foreclosure); and

| d) | The combined entity could deny or degrade LCH SwapClear cooperation to rival trading venues for the introduction of new products (innovation foreclosure). |
| --- | --- |

d)

The combined entity could deny or degrade LCH SwapClear cooperation to rival trading venues for the introduction of new products (innovation foreclosure).

| (26) | The market investigation confirms that the combined entity will have, post-Transaction, the ability (16) and incentives (17) to engage in the four above-mentioned strategies. In addition, the market investigation confirmed that these foreclosure strategies would likely impact significantly the upstream market for OTC IRD D2C trading given that these strategies would strongly foreclose Tradeweb’s D2C rivals in OTC IRD trading. |
| --- | --- |

(26)

2.2.   Non-horizontal effects in relation to venue data from LSEG’s trading venue LSE (upstream) and Refinitiv consolidated real-time datafeeds (downstream)

| (27) | LSE venue data is an input for the downstream market of CRTDs, where Refinitiv is active. The Commission concludes that the combined entity would have the ability and the incentive to engage in input foreclosure in the market for CRTDs, by restricting access to LSE venue data:






  a) | Based on the market investigation results and the evidence available to it, the Commission finds that LSE venue data is an important input for the downstream market of CRTDs, taking into account the views of CRTD rivals and end-customers; and |
| --- | --- | --- |

(27)

a)

Based on the market investigation results and the evidence available to it, the Commission finds that LSE venue data is an important input for the downstream market of CRTDs, taking into account the views of CRTD rivals and end-customers; and

| b) | The Commission estimates that the profits gained downstream from an input foreclosure strategy would be significantly higher than the profits lost upstream. The Commission also takes into account the Parties’ previous practices, including (i) Refinitiv’s exclusive distribution of Tradeweb venue data and (ii) antitrust allegations against Borsa Italiana for discriminating against CRTD rivals to favour its own vertically integrated CRTD provider (now divested). |
| --- | --- |

b)

The Commission estimates that the profits gained downstream from an input foreclosure strategy would be significantly higher than the profits lost upstream. The Commission also takes into account the Parties’ previous practices, including (i) Refinitiv’s exclusive distribution of Tradeweb venue data and (ii) antitrust allegations against Borsa Italiana for discriminating against CRTD rivals to favour its own vertically integrated CRTD provider (now divested).

| (28) | The Commission notes that Refinitiv is today the dominant player in the market for CRTDs and concludes that an input foreclosure strategy (18) would impact effective competition in this market, e.g. by strengthening Refinitiv’s dominance. |
| --- | --- |

(28)

2.3.   Non-horizontal effects in relation to venue data from LSEG’s trading venue LSE (upstream) and the Parties’ desktop services (downstream)

| (29) | LSE venue data is an input for the downstream market of desktop services, where Refinitiv is active. (19) The Commission concludes that the combined entity would have the ability and the incentive to engage in input foreclosure in the market for desktop services, by restricting access to LSE venue data. Based on the market investigation results and the evidence available to it, the Commission finds that LSE venue data is an important input for the downstream market of desktop services. The Commission also estimates that the combined entity would have the financial incentives to engage in such input foreclosure and takes into account the Parties’ past behaviour (as described in paragraph (27)(b) above). |
| --- | --- |

(29)

| (30) | The Commission notes that an input foreclosure strategy (20) involving LSE venue data would impact effective competition in the market for desktop services, because (i) it would prevent rivals from competing effectively in terms of quality and (ii) it would discourage undertakings from entering the market. |
| --- | --- |

(30)

2.4.   Non-horizontal effects in relation to UK equities index licensing (upstream) and consolidated real time datafeeds (downstream)

| (31) | LSEG is active in several index licensing segments through FTSE Russell, a major indices provider. FTSE Russell is one of the three ‘oligopoly’ players in indices, together with MSCI and S&P. Indices are mostly distributed to end-customers once per day on a non-real time basis (end-of-day indices, or ‘EoD’), or in real-time. |
| --- | --- |

(31)

| (32) | FTSE Russell UK equity real-time index data is an input for the downstream market of CRTDs, where Refinitiv is active. The Commission is concerned that the combined entity could foreclose CRTD rivals by not granting them access to FTSE Russell UK equity indices or by degrading such access. |
| --- | --- |

(32)

2.5.   Non-horizontal effects in relation to UK equities index licensing (upstream) and desktop services (downstream)

| (33) | FTSE Russell UK equity indices are an input for the downstream market of desktop solutions, where Refinitiv is active. |
| --- | --- |

(33)

| (34) | The Commission is concerned that the combined entity could foreclose desktop services rivals by not granting them access to FTSE Russell UK equity indices or by degrading such access. |
| --- | --- |

(34)

2.6.   Other non-coordinated effects to the detriment of providers of CRTDs and desktop services

| (35) | The Commission is concerned that the combined entity could use commercially sensitive information about customers of downstream rivals obtained through its upstream activities in LSE Venue Data and UK Equity Indices in order to aggravate the harm to these rivals arising from the foreclosure strategies described above. |
| --- | --- |

(35)

2.7.   Non-horizontal effects in relation to FX benchmarks (upstream) and index licensing (downstream)

| (36) | FX benchmark rates are used by index providers to express indices in different currencies or construct indices comprising international securities with different currency denominations. Refinitiv’s WM/R benchmarks are the clear market leader and held a [70-80] % market share in 2019. The Commission is concerned that the combined entity could foreclose index provider rivals by not granting them access to WM/R benchmarks. |
| --- | --- |

(36)

3.   Conclusion

| (37) | The decision therefore concludes that the Transaction significantly impedes effective competition due to (i) non-coordinated horizontal effects in the market for the provision of electronic trading services for EGBs and to (ii) non-coordinated vertical effects in (a) the markets for the trading (upstream) and clearing (downstream) of OTC IRDs, (b) the upstream market for venue data from LSEG’s trading venue LSE and the downstream market for CRTDs, (c) the upstream market for venue data from LSEG’s trading venue LSE and the downstream market for desktop services, (d) the upstream market for UK equities index licensing and the downstream market for CRTDs, (e) the upstream market for UK equities index licensing and the downstream market for desktop services and (f) the upstream market for FX benchmarks and the downstream markets for index licensing. |
| --- | --- |

(37)

C.   REMEDIES

1.   Undertakings submitted by LSEG

| (38) | To address the aforementioned competition concerns, the Notifying Party submitted the undertakings described below. |
| --- | --- |

(38)

1.1.   Undertaking to resolve the horizontal effects

| (39) | In order to remedy the Commission’s concerns in the electronic provision of trading services for EGBs, the Notifying Party proposes to divest to Euronext its 99,9 % share in Borsa Italiana. (21) In this regard, LSEG and Euronext signed a definitive and binding sale and purchase agreement on 9 October 2020. |
| --- | --- |

(39)

1.2.   Undertaking to resolve the vertical effects

| (40) | First, regarding the vertical customer foreclosure concerns in OTC IRD (regarding, upstream, the provision of OTC IRD trading services and, downstream, the provision of OTC IRD clearing services), the Notifying Party proposes to commit that LCH SwapClear refrains from engaging in the foreclosure strategies identified in paragraph (25) above) for 10 years. Specifically, the relevant commitments entail that SwapClear shall:






  a) | Comply in full with the provisions of EMIR to the extent applicable to the non-discriminatory and transparent clearing of OTC IRDs in the EEA (even after the end of the Brexit transitional period), and comply with these requirements, not only vis-à-vis trading venues, but also vis-à-vis middleware providers; and |
| --- | --- | --- |

(40)

a)

Comply in full with the provisions of EMIR to the extent applicable to the non-discriminatory and transparent clearing of OTC IRDs in the EEA (even after the end of the Brexit transitional period), and comply with these requirements, not only vis-à-vis trading venues, but also vis-à-vis middleware providers; and

| b) | Provide a non-discriminatory treatment between Tradeweb and third party trading venues and middleware providers in relation to (i) prices, (ii) service levels, technical specifications and operational standards (including interoperability requirements), and (iii) the introduction of new products. |
| --- | --- |

b)

Provide a non-discriminatory treatment between Tradeweb and third party trading venues and middleware providers in relation to (i) prices, (ii) service levels, technical specifications and operational standards (including interoperability requirements), and (iii) the introduction of new products.

| (41) | Second, regarding input foreclosure concerns in information services, the Notifying Party commits to provide access to the relevant upstream products to all existing and future downstream competitors for 10 years. As regards the combined entity’s access to strategic information of end-customers, the Notifying Party commits to establish an information barrier between the relevant businesses.






  a) | Concerning LSE venue data, LSEG commits to (i) make it available to existing and future third party data vendors; (22) and (ii) not degrade its technology in a way that would impact negatively the quality of LSE venue data delivered to Third Party Data Vendors, compared to the quality of the data delivered to Refinitiv’s CRTD and desktop service businesses; |
| --- | --- | --- |

(41)

a)

Concerning LSE venue data, LSEG commits to (i) make it available to existing and future third party data vendors; (22) and (ii) not degrade its technology in a way that would impact negatively the quality of LSE venue data delivered to Third Party Data Vendors, compared to the quality of the data delivered to Refinitiv’s CRTD and desktop service businesses;

| b) | Concerning FTSE UK Equity Indices, LSEG commits to (i) grant access to FTSE Russell UK Equity Indices (23) to existing and future Third Party Data Vendors; and to (ii) deliver FTSE Russell UK Equity Indices to existing and future Third Party Data Vendors at quality/service levels equivalent to those provided to the Relevant Business; |
| --- | --- |

b)

Concerning FTSE UK Equity Indices, LSEG commits to (i) grant access to FTSE Russell UK Equity Indices (23) to existing and future Third Party Data Vendors; and to (ii) deliver FTSE Russell UK Equity Indices to existing and future Third Party Data Vendors at quality/service levels equivalent to those provided to the Relevant Business;

| c) | Concerning commercially sensitive customer information, LSEG commits to maintain an information barrier between the personnel handling Restricted Customer Information and the Relevant Business to ensure that there is no exchange of Restricted Customer Information with the Relevant Business that could negatively impact Third Party Data Vendors; |
| --- | --- |

c)

Concerning commercially sensitive customer information, LSEG commits to maintain an information barrier between the personnel handling Restricted Customer Information and the Relevant Business to ensure that there is no exchange of Restricted Customer Information with the Relevant Business that could negatively impact Third Party Data Vendors;

| d) | Concerning WM/R benchmarks, LSEG commits to grant access to existing and future WM/R FX Benchmarks to all existing and future customers that already access or make a request to access WM/R FX Benchmarks for index licensing purposes. |
| --- | --- |

d)

Concerning WM/R benchmarks, LSEG commits to grant access to existing and future WM/R FX Benchmarks to all existing and future customers that already access or make a request to access WM/R FX Benchmarks for index licensing purposes.

| (42) | For both sets of commitments addressing vertical concerns, the Notifying Party proposes to introduce a ‘fast track’ dispute resolution system, which can ultimately lead to arbitration. |
| --- | --- |

(42)

2.   Assessment of the undertakings submitted

| (43) | The Commission finds that the divestment of Borsa Italiana to Euronext, as well as the access remedies submitted in relation to information services and the trading and clearing of OTC IRDs, are adequate to solve its competition concerns regarding the Transaction. |
| --- | --- |

(43)

| (44) | In particular, as regards the divestment of Borsa Italiana to Euronext, market participants were overwhelmingly positive regarding the suitability and effectiveness of the Commitments to fully remove the overlap between the Parties’ activities in the electronic trading of EGBs. The Commission considers that this proposed remedy resolves the horizontal competition concerns. In addition, the results of the market test confirm that Borsa Italiana is a viable business that, if operated by a suitable purchaser, can compete effectively in the market on a lasting basis, and it can operate on a stand-alone-basis. The commitments do not contain an upfront buyer clause. As there are no specific risks that could jeopardise Euronext’s acquisition, the Commission considers that the upfront buyer clause would not be needed. |
| --- | --- |

(44)

| (45) | With respect to OTC IRDs, end-customers were overwhelmingly supportive of the Initial Commitments. While several trading and clearing competitors made constructive suggestions of improvements (which were reflected in the Final Commitments), the market test of the Initial Commitments gathered a majority of positive opinions from both trading and clearing competitors, including Bloomberg, the main rival of Tradeweb in the D2C OTC IRD trading space and a possible target of any customer foreclosure strategy. In addition, the 10-year duration of these commitments, as well as the effective fast-track dispute resolution mechanism and arbitration procedure, appear appropriate and sufficient to resolve the Commission’s concerns effectively and in the long run. (24) |
| --- | --- |

(45)

| (46) | With respect to information services, a large majority of end-customers were positive about the scope and suitability of the Initial Commitments. A number of data vendors considered some elements of the Initial Commitments insufficiently clear, and proposed clarifications and improvements, many of which were implemented in the Final Commitments by the Notifying Party. In addition, as for the Commitments relating to OTC IRDs, the 10-year duration of the Commitments as well as the effective fast-track dispute resolution mechanism and arbitration procedure, appear appropriate and sufficient to resolve the Commission’s concerns effectively and in the long run. (25) |
| --- | --- |

(46)

| (47) | For all these reasons, the Commission concludes that the Final Commitments address the competition issues raised by the Transaction in their entirety. The Commission also concludes that the Final Commitments are capable of being implemented effectively within a short period of time. |
| --- | --- |

(47)

| (48) | The Commission, therefore, reaches the conclusion that, subject to full compliance with the undertakings submitted by the Parties, the Transaction will be rendered compatible with the internal market with regard to horizontal effects in the market for the electronic provision of trading services for EGBs, as well as non-horizontal effects in (i) the markets for the trading (upstream) and clearing (downstream) of OTC IRDs, (ii) the upstream market for venue data from LSEG’s trading venue LSE and the downstream market for consolidated real-time datafeeds, (iii) the upstream market for venue data from LSEG’s trading venue LSE and the downstream market for desktop services, (iv) the upstream market for UK equities index licensing and the downstream market for CRTDs, (v) the upstream market for UK equities index licensing and the downstream market for desktop services; and (vi) the upstream market for FX benchmarks and the downstream markets for index licensing. |
| --- | --- |

(48)

V.   CONCLUSION

| (49) | For the reasons mentioned above, the decision concludes that, subject to full compliance with the undertakings given by the Parties, the proposed concentration will not significantly impede effective competition in the internal market or in a substantial part of it. |
| --- | --- |

(49)

| (50) | Consequently, the concentration should be declared compatible with the internal market and the functioning of the EEA Agreement, in accordance with Article 2(2) and Article 8(2) of the Merger Regulation and Article 57 of the EEA Agreement. |
| --- | --- |

(50)

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(1)  OJ L 24, 29.1.2004, p. 1.

(2)  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse/NYSE Euronext, paragraph 61.

(3)  Distinguishing trading services for IRDs, equity derivatives, currency derivatives, commodity derivatives, credit derivatives, and foreign exchange derivatives.

(4)  Distinguishing trading services for derivatives traded on exchanges (‘ETD’) and for derivatives traded over-the counter (‘OTC’).

(5)  Distinguishing trading services for swaps from trading services for options and futures/forwards.

(6)  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse/NYSE Euronext, paragraph 406.

(7)  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse/NYSE Euronext, paragraph 444 and Commission decision of 29 March 2017 in Case M.7995 - Deutsche Börse/London Stock Exchange Group, paragraph 748, 750.

(8)  Commission decision of 20 December 2012 in Case AT.39654, Reuters Instrument Codes, paragraph 29.

(9)  Commission decision of 20 December 2012 in Case AT.39654, Reuters Instrument Codes, paragraph 30. In Blackstone/Thomson Reuters F&R, the Commission discussed the relevant market for CRTDs but eventually left open the precise market delineation (Commission decision of 20 July 2018 in Case M.8837 – Blackstone/Thomson Reuters F&R Business, paragraphs 23ff).

(10)  Commission decision of 20 July 2018 in Case M.8837 – Blackstone/Thomson Reuters F&R Business, paragraphs 12, 14.

(11)  Commission decision of 1 February 2012 in Case M.6.166 – Deutsche Börse/NYSE Euronext, paragraphs 140 and 152. In the same vein, see Commission decision of 24 June 2013 in Case M.6873 – Intercontinental Exchange/NYSE Euronext, paragraph 11.

(12)  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse/NYSE Euronext, paragraph 148.

(13)  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse/NYSE Euronext, paragraph 428.

(14)  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse/NYSE Euronext, paragraph 147.

(15)  Commission decision of 24 June 2013 in Case M.6873 – Intercontinental Exchange/NYSE Euronext, paragraph 65.

(16)  Beyond its very large global share (c. [90-100] %), LCH SwapClear is virtually the only CCP with a strong presence across a wide range of currencies, in a context where customers see merit in clearing all their contracts denominated in multiple currencies in the same CCP due to network effects and economies of scale. The market investigation also revealed that there would be no legal or technical obstacles for the combined entity to engage in a total foreclosure, a price-based foreclosure, technical foreclosure, or an innovation foreclosure as described above.

(17)  The in-depth investigation evidences that it is much easier to switch trading venue than clearing house and that, according to a vertical arithmetic analysis conducted by the Commission, the four above-mentioned types of foreclosure scenarios would be profitable for the combined entity.

(18)  Including full foreclosure and partial foreclosure through technology degradation.

(19)  LSEG is also active in desktop services through Mergent. However, Mergent is a niche desktop services providers targeting US academic institution end-customers and holds a share of less than [0-5] % in the worldwide market for desktop services.

(20)  Including full foreclosure and partial foreclosure through technology degradation.

(21)  The Proposed Divestment will therefore include (i) MTS, which owns trading venues for all bonds and fixed income instruments, and a number of smaller fixed income retail venues (MOT, ExtraMOT and EuroTLX), (ii) the Italian Stock Exchange, (iii) Elite, an international business development and capital raising platform, (iv) Italian Derivatives Market, a derivatives trading venue, (v) MTS Repo, a D2D repo trading venue, (vi) Borsa Italiana Market Data and MTS Data services, real-time market data services that license venue data to a number of third party data vendors, (vii) CC&G, a leading central counterparty and provider of risk management services, (viii) Monte Titoli, the Italian-based Central Securities Depository, (ix) Bit Market Services S.p.A., a computer software and information services company, (x) GATElab S.r.l., a technology provider for pre-trade, trading and post-trade operations.

(22)  LSEG also commits not to apply pricing and other licensing terms regarding LSE venue data that would amount to a de facto failure to make LSE venue data available to third party data vendors.

(23)  FTSE UK Equity Indices means real-time and/or end-of-day indices (including related content such as membership constituent data and historical data) listed in the Appendix to the Final Commitments, or any successor products that follow substantially the same methodology for the weighting and the selection of their components as one of such indices.

(24)  In particular regarding duration, the Commission’s market test confirms that in view of the pace of evolution of this market, 10 years provides sufficient time for adaptation (including under the form of an adaptation of the clearing flows and clearing preferences of customers), as well as potential changes to the market structures (including under the form of innovation-driven changes and new entries).

(25)  In particular regarding duration, the Commission’s market test confirms that 10 years is appropriate to remedy the competition concerns in CRTDs and desktop services. As regards input foreclosure concerns in index licensing markets, the Commission notes that 10 years provides sufficient time (i) for changes in upstream or downstream market structures or (ii) if downstream rivals continue to have concerns regarding the provision of FX Benchmarks following the expiration of the Final Commitments, to organise themselves so that they source these benchmarks from Refinitiv’s competitors.

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V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 27.10.2021 | EN | Official Journal of the European Union | C 434/19 |
| --- | --- | --- | --- |

27.10.2021

EN

Official Journal of the European Union

C 434/19

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Prior notification of a concentration

(Case M.10468 – NREP / NOVO HOLDINGS / INDUSTRIENS PENSIONSFORSIKRING / JV)

Candidate case for simplified procedure

(Text with EEA relevance)

(2021/C 434/06)

1.

This notification concerns the following undertakings:

| — | NREP AB (Sweden), |
| --- | --- |

—

NREP AB (Sweden),

| — | Novo Holdings A/S (Denmark), belonging to the Novo Group, |
| --- | --- |

—

Novo Holdings A/S (Denmark), belonging to the Novo Group,

| — | Industriens Pensionsforsikring A/S (Denmark). |
| --- | --- |

—

Industriens Pensionsforsikring A/S (Denmark).

NREP AB, Novo Holdings A/S and Industriens Pensionsforsikring A/S acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of a newly created Joint Venture (‘the JV’).

The concentration is accomplished by way of purchase of shares in a newly created company constituting a joint venture.

2.

| — | for NREP AB: a fund-manager, administering funds whose purpose is to invest in, operate and develop real estate in the Nordic countries, |
| --- | --- |

—

for NREP AB: a fund-manager, administering funds whose purpose is to invest in, operate and develop real estate in the Nordic countries,

| — | for Novo Holdings A/S: manages the investment assets of the Novo Nordisk Foundation as the holding company of the Novo Group. Novo Holdings A/S invests in life sciences as well as high quality infrastructure and modern and sustainable real estate. |
| --- | --- |

—

for Novo Holdings A/S: manages the investment assets of the Novo Nordisk Foundation as the holding company of the Novo Group. Novo Holdings A/S invests in life sciences as well as high quality infrastructure and modern and sustainable real estate.

| — | for Industriens Pensionsforsikring A/S: occupational pension company which administrates the compulsory labour market pension scheme for employees under the Danish Collective Bargaining Agreement for Industrial Employees. Industriens Pensionsforsikring A/S invests in a variety of assets, including properties, mostly in developed countries, |
| --- | --- |

—

for Industriens Pensionsforsikring A/S: occupational pension company which administrates the compulsory labour market pension scheme for employees under the Danish Collective Bargaining Agreement for Industrial Employees. Industriens Pensionsforsikring A/S invests in a variety of assets, including properties, mostly in developed countries,

| — | The JV is intended to own, develop, operate, and partially sell residential and commercial properties in areas of Jernbanebyen, located in central Copenhagen. |
| --- | --- |

—

The JV is intended to own, develop, operate, and partially sell residential and commercial properties in areas of Jernbanebyen, located in central Copenhagen.

3.

Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under the Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

4.

Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:

M.10468 – NREP / NOVO HOLDINGS / INDUSTRIENS PENSIONSFORSIKRING / JV

Observations can be sent to the Commission by email, by fax, or by post. Please use the contact details below:

Email: COMP-MERGER-REGISTRY@ec.europa.eu

Fax +32 22964301

Postal address:

| European Commission |
| --- |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

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(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

1

(2)  OJ C 366, 14.12.2013, p. 5.

2

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