Records and information management merger faces in-depth investigation
Iron Mountain’s anticipated acquisition of Recall faces being referred for an in-depth investigation by the CMA.
Both companies supply records and information management services (RIMS) in the UK - specifically records managments services (RMS), which comprise the storage and retrieval of paper and hard copy records, and physical offsite data protection (OSDP) services, which involve the storage and retrieval of data and media on tapes/discs. The 2 companies operate from a total of 59 sites across the UK.
The parties both provide RMS and physical OSDP to national customers, local/regional customers, and oil and gas customers with more specialist requirements. The companies are close competitors with the Competition and Markets Authority’s (CMA) initial investigation showing that the parties will account for a very significant proportion of the supply of these services nationally. Factors such as retrieval times, quality and security of facilities and, in particular, the geographic scale of networks and capacity are important to customers.
The evidence gathered by the CMA suggests that customers are concerned about the loss of competition and choice that will result from the merger. The CMA has found that there might be insufficient rivalry from other suppliers or new entrants to offset this loss of competition.
The CMA has found that the transaction therefore gives rise to a realistic prospect of a substantial lessening of competition in the supply of RIMS and physical OSDP, which could lead to higher prices or a reduction in choice and quality for customers nationally. The CMA has also expressed concerns about the supply of specialist RIMS to oil and gas customers in Aberdeen and Dundee.
The merger will therefore be referred for an in-depth phase 2 investigation by an independent group of CMA panel members unless Iron Mountain is able to offer undertakings which address the competition concerns (see notes).
Andrea Coscelli, Executive Director, Markets and Mergers, and decision-maker in this case, said:
These companies provide a vital service for many businesses in the UK who rely on them to store information records securely in locations where they can retrieve them quickly. The amount of data and information some businesses are required to back-up is increasing and there continues to be a need for the storage of physical records.
Our research and customer responses indicate that these are close competitors in providing 2 distinct types of records and information management services. Iron Mountain is the market leader in both of these markets in the UK. With limited existing competition and no potential new entrants identified, the concern is that the merged company could raise prices or otherwise downgrade those elements of their services which matter to customers.
In light of these concerns, we think a detailed investigation is needed to look at this merger.
Notes for editors
- The CMA is the UK’s primary competition and consumer authority. It is an independent non-ministerial government department with responsibility for carrying out investigations into mergers, markets and the regulated industries and enforcing competition and consumer law.
- The Reference Test: under the Enterprise Act 2002 (the Act) the CMA has a duty to make a reference to phase 2 if the CMA believes that it is or may be the case that a relevant merger situation has been created, or arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation; and the creation of that situation has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.
- Under the Act a relevant merger situation is created if 2 or more enterprises have ceased to be distinct enterprises; and the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million (‘the turnover test’) or as a result of the transaction, in relation to the supply of goods or services of any description, a 25% share of supply in the United Kingdom (or a substantial part thereof) is created or enhanced (‘the share of supply test’).
- The CMA’s duty to refer the merger for a phase 2 investigation under the Act is not exercised whilst the CMA is considering whether to accept undertakings (if offered) in lieu of a reference. Iron Mountain and Recall have until 7 January 2016 to offer undertakings to the CMA that might be accepted by the CMA. If no undertakings are offered and accepted, then the CMA will refer the merger.
- All the CMA’s functions in phase 2 merger inquiries are performed by inquiry groups chosen from the CMA’s panel members. The appointed inquiry group are the decision-makers on phase 2 inquiries. The CMA’s panel members come from a variety of backgrounds, including economics, law, accountancy and/or business. The membership of an inquiry group usually reflects a mix of expertise and experience (including industry experience).
- The full text of this decision will be placed on the merger case page as soon as is reasonably practicable.
- Enquiries should be directed to Siobhan Allen (siobhan.allen@cma.gsi.gov.uk, 020 3738 6798).
- For information on the CMA see our homepage, or follow us on Twitter @CMAgovuk, Flickr and LinkedIn. Sign up to our email alerts to receive updates on merger cases.