Affected market: Retailing of jewellery
Baugur Group (Baugur) is an international investment company that invests mainly in the retail and property sector. Its portfolio includes a majority shareholding in Hamleys, Mosaic Fashions Limited and Julian Graves Limited as well as minority shareholdings in The Big Food Group and House of Fraser.
Goldsmiths Group Limited is the holding company of Mildghosts Limited. Mildghosts is the holding company of Goldsmiths Quest Limited, Goldsmiths Limited (Goldsmiths) and Sprincolour Limited. Goldsmiths is the holding company of a group of companies (the Target Group) which together form the second largest jewellery retailer in the UK operating from 165 stores nationwide. The combined turnover of the Target Group is approximately £160 million.
[Baugur acquired the entire issued share capital of Goldsmiths Group Limited on 12 May 2004](see [note 1]). The parties notified the transaction on 23 July 2004. The statutory deadline will expire on 11 September 2004.
As a result of this transaction Baugur and Goldsmiths Group Limited have ceased to be distinct. The UK turnover of the Target Group exceeds £70 million, so that the turnover test in section 23(1)(b) of the Enterprise Act 2002 (the Act) is satisfied. The OFT therefore believes that it is or may be the case that a relevant merger situation has been created.
There is no horizontal overlap between the activities of the parties, nor are there any vertical links between them. There is also no risk of any conglomerate effects arising. The merger does not appear to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.
This merger will therefore not be referred to the Competition Commission under section 22(1) of the Act.
- Clarification: Baugur states that it is the majority shareholder in Goldsmiths, not the sole shareholder.