CELEX: 32013M6840
Language: en
Date: 2013-03-12 00:00:00
Title: Commission Decision of 12/03/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6840 - GOLDMAN SACHS / TPG LUNDY / ROMANES MEDIA GROUP   ) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION

                                        Brussels, 12.03.2013

                                        C(2013)1582

                                              PUBLIC VERSION

                                           MERGER PROCEDURE

  To the notifying parties:

  Subject:       Case No COMP/M.6840 - Goldman Sachs/ TPG Lundy/ Romanes Media Group
  Commission decision pursuant to Article 6(1)(b) of Council Regulation
  No 139/20041

  1.   On   05.02.2013,   the   European   Commission   received   notification   of   a   proposed concentration pursuant to Article 4  of  the
     Merger Regulation by which the undertakings The Goldman  Sachs  Group,  Inc.  (“Goldman   Sachs”,   USA)   and  TPG  LundyCo,   L.P.  (“TPG
     Lundy”,  Cayman  Islands),  ultimately  controlled  by  the  TPG  Group  (USA), acquire within the meaning of Article 3(1)(b) of the Merger
     Regulation, joint control of

  1     OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1 December 2009, the Treaty on  the  Functioning  of  the  European
     Union ("TFEU") has introduced certain changes, such as the replacement of "Community"  by "Union" and "common market" by "internal  market".
     The terminology  of the TFEU will be used throughout this decision.

  Commission européenne, 1049 Bruxelles, BELGIQUE / Europese Commissie, 1049 Brussel, BELGIË. Tel.: +32 229-91111.
     ("LBG", UK) by way of purchase of shares2.

  2.   Goldman Sachs and TPG Lundy are designated hereinafter as the "Notifying Parties" and
     Goldman Sachs, TPG Lundy and Romanes Media together as the "Parties".

  (1)   THE PARTIES AND THE OPERATION

  3.   Goldman Sachs provides financial services as a global investment banking, securities and investment management firm.

  4.   TPG Group is a global private investment firm that manages a family of funds that invest in a variety of companies  through  acquisitions
     and corporate restructurings.

  5.   Romanes  Media is a publisher  of local and regional newspapers  in the UK. Romanes Media also owns a radio  station  in  Dunbartonshire,
     Scotland, which primarily services the communities of Inverclyde and Dunbartonshire.

  6.   The proposed transaction takes place in the context of the Notifying Parties’ acquisition of a portfolio of debt, equity  and/or  hedging
     interests owned by LBG.

  7.   Through the proposed transaction, the Notifying Parties will acquire 85% of the shares in Romanes Media from LBG. Each share carries  the
     right to one vote. The Notifying Parties will therefore acquire 85% of the voting rights in Romanes Media. The remaining shares and  voting
     rights will be held by the individual members of management (12.5%)3  and Romanes Media’s Employee Benefit Trust (“EBT”) (2.5%).

  8.   The  Notifying  Parties’  equity  interests  in  Romanes  Media  will  be  held  by a vehicle company  in which  each  of TPG  Lundy  and
     Goldman  Sachs  hold  50%  of the voting interests. Via this vehicle TPG Lundy and Goldman Sachs will jointly control Romanes Media.

  9.   In view of the above, the notified operation therefore constitutes a concentration within the meaning of Article 3(1)(b)  of  the  Merger
     Regulation.

  (2)   EU DIMENSION

  10. The undertakings concerned have a combined aggregate world-wide turnover of more than
     EUR 5 000 million4  (Goldman Sachs Group EUR 29 540 million, TPG Group EUR […] million, Romanes Media EUR […] million). Two of them have an
     EU-wide turnover in excess of EUR 250 million (Goldman Sachs Group EUR […] million, TPG Group EUR
     […] million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same  Member  State.  The
     notified operation therefore has an EU dimension.

  2     Publication in the Official Journal of the European Union No C 041, 13.02.2013, p.11.

  3   Graham John Faulds (6.25%) and Graham Thomson Morrison (6.25%).

  4     Based on Goldman Sachs' 2010 turnover, and TPG Group's and Romanes Media 2011 turnover. Despite the  unavailability    of   a   detailed
     breakdown  of  Goldman  Sachs'  2011  turnover  data,  the  Notifying  Parties confirmed that in 2011 Goldman Sachs'  EU  turnover  exceeded
     EUR 250 million.
  (3)   RELEVANT MARKETS

  11. The Notifying Parties submit that the proposed operation is a purely financial investment transaction,  and  that  neither  Goldman  Sachs
      nor  the  TPG  Group,  nor  any  of  their controlled portfolio companies, are  active  in  the  same  markets  as  Romanes  Media  or  in
     vertically related markets.

  12. Similarly, to the extent that the Notifying Parties’ activities overlap in investment banking, financial market services, private  equity,
     and asset management services, the Notifying Parties' shares do not give rise to affected markets.

  Market definition

  13. Romanes  Media is a publisher  of local and regional newspapers  in the UK. Romanes Media publishes a portfolio  of  newspaper  brands  in
     print and on line with 32 titles in total, of which 23 are paid-for newspapers and 9 are free newspapers. One of the 23 paid-for titles  is
     a daily and the remaining 31 are weeklies.

  14. Romanes Media also owns a radio station  in  Dunbartonshire,  Scotland,  which  primarily  services  the  communities  of  Inverclyde  and
     Dunbartonshire.

  Supply of print newspapers

  15. The  Commission  considered  in  previous  decisions5   various  possibly  relevant   market  delimitations  of  different  written  press
     products, distinguishing magazines, daily and non- daily  newspapers,  the  activities   of   selling   information   on   one   hand   and
     advertising content space on the other hand, different content categories and editorial lines of newspapers and magazines,  their  quality,
     prices, selling patterns etc. Ultimately the Commission could leave the exact product market definition open in these decisions.

  16. The Commission stated in the past that the relevant geographic market could be national, regional or even local in scope.  Also  here  the
     Commission could leave the exact market definition open6.

  17. Equally in the present case, the exact definition of the relevant product and geographic markets can be  left  open,  since  the  notified
     transaction raises no competition concerns regardless of how the market is defined.

  Radio advertising

  18. In the Bertelsmann/CLT decision7  the Commission found that radio advertising constitutes a separate product market. The Notifying Parties
     agree with this market definition.

  5   Case    IV/M.1401–    Recoletos/Unedisa,   Commission    decision    of   01.02.1999,    para   15-25;    Case
     COMP/M.3817  – Wegner/PCM/JV,  Commission decision of 07.07. 2005, paragraphs 10-20.

  6   Case   IV/M.1401–   Recoletos/Unedisa,    Commission   decision   of   01.02.1999,   paragraph   29;   Case
     COMP/M.3817 – Wegner/PCM/JV, Commission decision of 07.07. 2005, paragraphs 21 ff.

  7   Case COMP M.779 – Bertelsmann/CLT,  Commission decision of 07.10.1996, paragraph 19.
     limited to a specific country and left open the possibility that there might be even distinct regional markets within a country8.

  Financial markets

  20. Goldman  Sachs  and  TPG  Lundy's  activities  overlap  internationally  in  the  areas  of investment banking, corporate finance, and the
     private equity segment of the corporate finance market or asset management services (although they typically invest in different assets).

  21. In any event, the exact definition of the relevant product and geographic market can be left open, since the notified  transaction  raises
     no competition concerns regardless of how the market is defined.

  (4)      COMPETITIVE ASSESSMENT

  22. None of the companies controlled by Goldman Sachs or the TPG Group is active in the same markets as Romanes Media or in vertically-related
     markets. The proposed transaction will therefore not result in any horizontal overlaps or vertical relationships between the activities  of
     Romanes Media and those of Goldman Sachs or the TPG Group, or any of their controlled portfolio companies.

  23. The Commission assessed whether the proposed transaction will give rise to any risk of spill-over effects within the  meaning  of  Article
     2(4) of the Merger Regulation between the activities of each of the Notifying Parties and/or their respective portfolio companies.

  24. Moreover the TPG Group is not active to a significant extent in Goldman Sachs’ core business areas of  investment  banking  and  financial
     market services. In any event, to the extent  that any of the TPG Group’s  activities  could  be said to overlap  with  those   of  Goldman
     Sachs in investment banking and financial market services, the combined shares would be less than 15%, according to the Notifying Parties.

  25. With regard to private equity and asset management services, the Notifying Parties state that their activities typically involve different
     assets. Equally here, to the extent that their activities could be said to overlap, the combined market shares would also be less than
     15%, according to the Notifying Parties.

  26. Finally  the  activities  of  Romanes  Media  appear  unrelated  to  investment  banking  and financial market services activities carried
     out by the Notifying Parties, as well as to the activities carried out by their portfolio companies.  Moreover,  Romanes  Media  will  only
     represent a small part of the Notifying Parties' portfolio. The Commissions analysis leads to the result that the proposed  transaction  is
     highly unlikely to give rise to any anti- competitive   spill-over  effects  within  the  meaning   of   Article   2(4)   of   the   Merger
     Regulation.

  8   Case COMP M.779 – Bertelsmann/CLT,  Commission decision of 07.10.1996, paragraph 22.
  (5)   CONCLUSION

  27. For the above reasons, the European Commission has decided not to oppose the notified operation and to  declare  it  compatible  with  the
     internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

                                        For the Commission
                                        (signed)
                                        Joaquín ALMUNIA
                                        Vice-President

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 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

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Romanes  Media  Group  (“Romanes  Media”,  UK),  from  the  Lloyds  Banking  Group,

2

3

19. In Bertelsmann/CLT, the Commission found that the market for radio advertising is at least

4

5