# C_2021434EN.01000901.xml

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

27.10.2021

EN

Official Journal of the European Union

C 434/9

---

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)

---

(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.

---