channel islands competition regulatory authority

Mergers & Acquisitions

Part 4 of the Jersey Law and Part III of the Guernsey Ordinance deal with mergers and acquisitions.

The legislation provides that approval from CICRA must be obtained before certain mergers or acquisitions are executed. We may refuse to approve a merger or acquisition if we are satisfied that it would substantially lessen competition. In Guernsey, we are also required to satisy ourselves that the merger or acquisition will not be to the prejudice of consumers, the economic developement and well-being of the Bailiwick, and the public interest.

Jersey
The Competition (Mergers and Acquisitions) (Jersey) Order 2010 requires a merger or acquisition to be approved by us before being executed in three situations:

  • Where it results in a share of supply or purchase of 25% or more being achieved, or increased. This threshold is intended to apply to ‘horizontal mergers', ie, where the parties are existing competitors, and their combined shares of supply or purchase equal or exceed 25%. So, for example, where one competitor supplies 15% of a particular category of goods or services in Jersey, and the other supplies 10%, the parties would need to apply if they wished to merge.
  • Where one party has a share of supply or purchase of 25% or more and the other has a 'vertical' relationship with that party (for example, as a supplier to or customer of that party). So, for example, if a company with a share of the supply of bricks in Jersey of 25% or more wished to merge with a house builder, this would require an application for approval.
  • Where one party has a share of supply or purchase of 40% of more, the merger will require prior approval, unless it qualifies for either of the two exemptions to Article 4 of the Order, contained in Articles 4(a) and 4(b). This is designed to deal with a situation where there is no horizontal or vertical relationship between the parties, but where the merger may nevertheless raise competition concerns. These types of mergers are referred to as 'conglomerate mergers'. An example may be if a major electrical supplier was to merge with a major telecommunications supplier.

Guernsey
Section 13(1) of the Guernsey Ordinance provides that a merger or acquisition of a class or description prescribed by regulations of the Commerce and Employment Department is prohibited except with, and in accordance with, our approval. 

The Competition (Prescribed Mergers and Acquisitions) (Guernsey) Regulations, 2012 require a merger or acquisition to be approved by us before being executed if:

  • the combined applicable turnover of the undertakings involved in the merger or acquisition arising in the Channel Islands exceeds £5 million, and,
  • two or more of the undertakings involved in the merger or acquisition each have applicable turnover in Guernsey which exceeds £2 million.

In Guernsey, where an acquiring business in a prospective merger or acquisition that meets the thresholds above is a credit or financial institution, it should, in the first instance, submit a Shortened Merger Application Form to allow us to undertake a preliminary review of the transaction.

The method of calculating turnover for the purposes of these thresholds is prescribed in the Competition (Calculation of Turnover)(Guernsey) Regulations, 2012.
 
Applications
The thresholds in Jersey and Guernsey are purely jurisdictional tests, and do not imply in any way that the merger is problematic from a competition or public interest point of view. We can only reach such a conclusion after undertaking an assessment  as to whether the merger would substantially lessen competition or, in Guernsey, whether the merger would be to the prejudice of consumers, economic development and well-being of the Bailiwick, or the public interest. 

We publish written reasons for all merger and acquisition decisions.

An application for approval should be made jointly by all the parties to a merger or acquisition, or a joint representative, using the Merger Application Form (MAF) which is available as a pdf or a Word document.

A Shortened Merger Application Form, applicable where credit and financial institutions in Guernsey are parties to a merger that meets the thresholds above and applies for a preliminary review of the merger, is available as a pdf or Word document.

For more information about the procedure for assessing an application for approval of a merger or acquisition see CICRA Guideline 6: Mergers & Acquisitions.  On 14 August 2012, CICRA issued determinations in respect of the time at which, and the form and manner in which, applications for approval of mergers can be made under the Guernsey Ordinance and the Jersey Law.

Fees
The legislation requires applicants to fund the work required to review mergers and acquisitions. The fees for preliminary review (only applicable in Guernsey), first detailed review and second detailed review are set out in CICRA Guideline 6: Mergers & Acquisitions, and in Guernsey, are prescribed by the Competition (Merger and Opinion Application Fees) (Guernsey) Regulations, 2012. Fees are reviewed on a regular basis. We accept payments by BACS and by cheques payable to "Jersey Competition Regulatory Authority" or to "Guernsey Competition and Regulatory Authority" accordingly.

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Case No.PurchaserSellerDescriptionIndustryDatesDecision
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M1305J Guiton Publishing Group EC Events Limited Acquisition of EC Events LimitedEvents and conference management; publication of newspapers; wholesaling of newspapers and magazinesRegistered: 16 June 2017

Comments by: 30 June 2017
M1290J Sandpiper CI Retail Ltd JMart Ltd Purchase of the holding, operating and property holding companies that operate the Costcutter convenience store franchise in Jersey, excluding three stores which will be transferred out of the Target Group prior to completionRetail sale of groceries, alcohol, motor fuel, clothing, food and beverages, furniture, lighting equipment and other household articles; real estate activitiesRegistered: 30/03/17

Redacted Merger Application Form

Comments by: 13/04/17
Approved: 26/04/17
M1287J British American Tobacco Plc, Batus Holdings Inc & Flight Acquisition Corporation Reynolds American Inc Acquisition of Reynolds American IncSupply of tobacco productsRegistered: 15/03/17

Comments by: 29/03/17
Approved: 10/04/17
M1282J Twenty-First Century Fox Inc Sky Plc Acquisition of sole control over Sky Plc through the acquisition of the share capital of Sky that Twenty-First Century Fox Inc and its affiliates do not already own.Supply of audiovisual content; wholesale supply of TV channels; retail provision of audiovisual servicesRegistered: 03/03/17

Comments by: 17/03/17
Approved: 10/04/17
M1280J Rockayne (Jersey) Limited t/a Channel Island Lines Paul Davis Freight Services Limited Purchase of the entire share capital of Paul Davis Freight Services LimitedFreight forwarding; freight logistics; freight shipping services; warehousing and storageRegistered: 24/02/17

Comments by: 10/03/17
Approved: 29/03/17

Decision Notice
M1279J TopCo Deutsche Borse AG and London Stock Exchange Group plc 'Merger of equals' - a new holding company (TopCo) will acquire both Deutsche Borse AG (DBAG) and London Stock Exchange Group plc (LSEG).  TopCo has been incorporated as a public limited company in the UK and has a unitary board with an equal number of representatives of DBAG and LSEG.Financial ServicesRegistered :  08/02/2017

Clock Stopped 1/4/2017
Application withdrawn by the parties, 04 April 2017
The European Commission has prohibited the proposed merger (see : http://europa.eu/rapid/press-release_IP-17-789_en.htm).
M1262J SigmaRoc plc Aggregate Industries Limited Purchase of Ronez Limited by SigmaRoc plcConstruction materials: Quarrying, aggregates, ready mix concrete, cement and asphaltRegistered: 18/11/16

Comments by: 02/12/16
Approved 07/12/16

Decision Notice
M1254J SandpiperCI Retail Limited Jmart Limited Purchase of the companies that operate the Costcutter convenience store franchise in JerseyRetail sale of groceries, alcohol, motor fuel, clothing, food and beverages, furniture, lighting equipment and other household articles; real estate activitiesRegistered: 01/11/16

Redacted Merger Application Form

Addendum to Merger Application Form

Consolidated Submission from SandpiperCI

Comments by: 29/11/16 (Amended)
Phase 1 Review - JCRA Decision

Application Withdrawn: 10/03/17 
M1256J Jersey Monumental Company Ltd H W Maillard & Son Ltd Purchase of the shares and various assets of Maillard's Funerals Ltd and Maillard's Limousines Ltd (trading as Curwoods Limousines)Funeral Services, Limousine HireRegistered: 23/09/16

Updated: 28/09/16

Comments by: 12/10/16
Approved: 21/10/16

Decision Notice
M1252J Kraft Foods Cesko Holdings/Mondelez International Burton's Foods Ltd Purchase of the rights related to a portfolio of Cadbury-branded biscuits, together with related rights and assetsFood manufacturingRegistered: 16/09/16

Comments by: 30/09/16
Approved: 12/10/16

Decision Notice
M1250J Caledonia TLG Bidco Ltd LGV 6 Private Equity Fund Ltd Partnership and minority shareholders Purchase of The Liberation GroupBeer brewing, distribution and the supply of beveragesRegistered: 28/07/16

Comments by: 15/08/16
Approved: 22/08/16

Decision notice
M1244J Jersey Post Global Ltd Fraser Freight Ltd Purchase of Fraser Freight Ltd by Jersey Post Global LtdLogistics, freight, transport, warehousing, storage, mail handling.Registered: 15/07/15

Comments by: 29/07/16
Approved: 11/08/16

Decision notice
M1216J Ancala Investors Seabird Acquisitions Bidco Ltd International Energy Group Limited, including Jersey Gas Purchase of all of the share capital of IEG Ltd, including Jersey Gas Ltd and Kosangas (Jersey) LtdImport and Supply of mains and bottled gas (LPG) and gas appliancesRegistered: 13/04/16

Comments by: 27/04/16
Approved: 16/05/16

Decision Notice
M1217G SG Hambros Ltd Kleinwort Benson Group Ltd Purchase of all of the share capital of Kleinwort Benson Channel Islands Holdings LimitedFinancial servicesRegistered: 12/04/16

Comments by: 19/04/16
Approved: 24/04/16

Decision Notice
M1211J Shire Plc Baxalta Incorporated Purchase of sole control of Baxalta IncorporatedPharmaceuticalsRegistered: 22/03/16

Comments by: 05/04/16
Approved: 12/04/16

Decision Notice
M1207G Artex Risk Solutions (Holdings) Limited Robus Group Limited and Justin Wallen Purchase of all of the shares issued in respect of the core of Hexagon Insurance PCC LimitedInsuranceRegistered: 10/03/16

Comments by: 23/03/16
Approved: 29/03/16

Decision Notice
M1205G Artex Risk Solutions, part of the Arthur J Gallagher & Co Group Kane Finance Ltd Purchase of all of the share capital of Kane (Guernsey) Ltd by Artex Risk Solutions (Holdings) LtdInsuranceRegistered: 22/02/16

Comments by: 07/03/16
Approved: 11/03/16

Decision Notice
M1200J Guernsey Recycling (1996) Ltd Seyah Holdings Limited & Mr A de Gruchy Purchase of Reclamait Ltd and of Abbey Plant LtdWaste management services and recycling servicesRegistered: 08/02/16

Comments by: 22/02/16
Approved: 08/03/16

Decision Notice
M1195J Gama Aviation (Engineering) Ltd A. B. Group Holdings Ltd Purchase of the entire share capital of Aviation Beauport Holdings Ltd by Gama Aviation (Engineering) Ltd.The management and operation of private aircraft and commercial charter of these aircraft, Fixed Based Operator Services and commercial property services.Registered: 11/01/16

Comments by: 25/01/16
Approved: 15/02/2016

Decision notice
M1192J Visa Inc Visa Europe Ltd Purchase of all of the issued share capital of Visa Europe LtdFinancial servicesRegistered: 21/12/15

Comments by: 13/01/16
Approved: 
21/01/2016

Decision notice


Disclaimer
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CICRA would like to thank VisitJersey, VisitGuernsey, The States of Alderney and Sark Tourism Committee for their kind permission, allowing CICRA to use images of the islands to illustrate our website. CICRA wishes to credit Gareth Hughes for his image of the Alderney Breakwater.