JD Sports Fashion plc / Footasylum plc merger inquiry

The CMA is investigating the completed acquisition by JD Sports Fashion plc of Footasylum plc.

From:
Competition and Markets Authority
Published
17 May 2019
Last updated
8 August 2022 — See all updates
Case type:
Mergers
Case state:
Closed
Market sector:
Clothing, footwear and fashion
Outcome:
Mergers - phase 2 prohibition
Opened:
17 May 2019
Closed:
8 August 2022

Penalty notice

On 14 February 2022 the CMA has imposed a penalty on each of JD Sports plc and Footasylum Limited under section 94A of the Enterprise Act 2002. The CMA imposed the penalty for failures to comply, without reasonable excuse, with the requirements imposed on JD Sports and Footasylum by the interim order issued by the CMA on 19 may 2021 under section 81 of the Enterprise Act 2002. A non-confidential version of the penalty decision will be published in due course.

Remittal

Case Closure

8 August 2022: The purchase of Footasylum by Aurelius Group was approved by the CMA and completed on 5 August 2022. This brings the merger investigation to a close.

Divestiture update

1 August 2022: The CMA has approved Aurelius Group as the new buyer for Footasylum after ordering JD Sports to sell the company.

Remedy Group appointed

17 January 2022: The CMA appointed the following panel group members to the JD Sports/Footasylum Remedy Group: Kip Meek (Chair), Paul Hughes, Paul Muysert and Claire Whyley.

Final undertakings

14 January 2022: The CMA has accepted final undertakings and the reference has now been fully determined.

Amendments/consents granted:

Notice of proposal to accept final undertakings

6 December 2021: The CMA gives notice of the proposal to accept final undertakings and is inviting comments on the proposed draft undertakings by 5pm on 21 December 2021.

Final Report on the remittal

Responses to provisional report and remedies paper

Provisional Report on the remittal

2 September 2021: The CMA has provisionally found that the completed acquisition by JD Sports of Footasylum gives rise to competition concerns.

Administrative timetable

Submissions

Interim Order

19 May 2021: The CMA served an interim order under section 81 of the Enterprise Act 2002 on Pentland Group Holdings Limited, Pentland Group Limited, JD Sports Fashion Plc and Footasylum Limited.

Amendments/consents granted:

Release of Final Undertakings

19 May 2021: The CMA has released the Final Undertakings accepted on 13 July 2020.

Conduct of the remittal

31 March 2021: The CMA has published its conduct of the remittal document in which it sets out the way in which it intends to conduct the remittal process, particularly with regard to scope of the remittal, information-gathering and consultation.

The CMA shall consider the evidence of the impact on competition of COVID-19 on all relevant retailers and suppliers.

If you wish to provide written comments on the matters set out in this document please send these to the CMA by 16 April 2021.

Remittal group appointed

Following the remittal by the Competition Appeal Tribunal and the Court of Appeal’s decision not to grant leave to appeal, the Remittal Group was appointed on 26 March 2021.

Kip Meek (Chair), Paul Hughes, Paul Muysert, and Claire Whyley.

Remittal update

4 March 2021: The CMA received the Court of Appeal’s decision not to grant leave to appeal in this case. The CMA will now proceed with its reconsideration of this merger.

Phase 2

Administrative timetable

Date of referral: 1 October 2019

Statutory deadline: 11 May 2020

Contact

jdsports.footasylum@cma.gov.uk

CMA renews application to appeal to the Court of Appeal

17 December 2020: Following the Competition Appeal Tribunal’s decision to deny the CMA permission to appeal its recent judgment, the CMA will now renew its application at the Court of Appeal.

CMA seeks permission to appeal CAT judgement

1 December 2020: After careful consideration, the CMA has today applied for permission to appeal the CAT’s recent judgement in the JD Sports/Footasylum case.

Competition Appeal Tribunal judgment

13 November 2020: The Competition Appeal Tribunal has issued a judgment in the appeal brought by JD Sports.

Penalty notice withdrawn

15 October 2020: In light of issues raised on appeal, the decision has been made to withdraw the penalty notice dated 29 July 2020. The subsequent appeal of this penalty notice at the Competition Appeal Tribunal, registered 1 September 2020, has therefore also been withdrawn.

Penalty notice issued

5 August 2020: The CMA has published a notice (dated 29 July 2020 ) of a penalty imposed on Pentland Group Limited (Pentland) and JD Sports Fashion plc (JD Sports) under section 94A of the Enterprise Act 2002. The CMA imposed the penalty for a failure to comply, without reasonable excuse, with the requirements imposed on Pentland Group Limited (Pentland ) and JD Sports Fashion plc (JD Sports) by the initial enforcement order issued by the CMA under section 72 of the Enterprise Act 2002.

Remedy Group appointed

14 July 2020: The CMA appointed the following panel group members to the JD Sports/Footasylum Remedy Group:

Kip Meek (Chair), Susan Hankey, Paul Muysert and Claire Whyley.

Final Undertakings

13 July 2020: The CMA has accepted final undertakings and the reference has now been fully determined.

Amendments/consents granted:

Notice of proposal to accept final undertakings

18 June 2020: The CMA gives notice of the proposal to accept final undertakings and is inviting comments on the proposed draft undertakings by 5pm on 3 July 2020.

Final report

Responses to provisional findings and possible remedies

Provisional findings

11 February 2020: The CMA has provisionally found competition concerns as part of its in-depth investigation of the completed acquisition by JD Sports of Footasylum.

Notice of extension of statutory period

Evidence

The publication of the evidence of any party on the CMA’s webpages does not indicate in any way endorsement by the CMA of the views expressed in the evidence or acceptance of that evidence. Publication in this way is designed to assist public understanding of the issues.

Hearing summaries

Responses to issues statement

Interim order

26 November 2019: The CMA served an interim order under section 81 of the Enterprise Act 2002 on Pentland Group Limited (Jersey), Pentland Group Limited, and JD Sports Fashion Plc.

Amendments/consents granted:

Issues statement

24 October 2019: The issues statement sets out the scope of the inquiry. It outlines initial theories on what might be adversely affecting competition, but it does not set out findings or conclusions. The deadline for submissions on the issues statement is 4pm, Thursday 14 November 2019.

Directions to appoint a monitoring trustee

7 October 2019: Pursuant to an interim enforcement order dated 17 May 2019, the CMA directed JD Sports Fashion Plc and Pentland Group plc to appoint a monitoring trustee.

Inquiry group appointed

1 October 2019: The CMA has appointed the inquiry group:

Kip Meek, Susan Hankey, Paul Muysert and Claire Whyley.

Terms of reference

1 October 2019: the CMA has referred the completed acquisition by JD Sports Fashion plc of Footasylum plc for an in-depth investigation.

Phase 1

Statutory timetable

Phase 1 Action
24 October 2019 Decision published
19 September 2019 Decision announced
24 July 2019 Launch of merger inquiry
19 July to 2 August 2019 Invitation to comment
17 May 2019 Initial enforcement order

Reference decision

1 October 2019: The CMA has referred the completed acquisition by JD Sports Fashion plc of Footasylum plc for an in-depth investigation, on the basis that, on the information currently available to it, it is or may be the case that this merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.

Reference unless undertakings accepted

19 September 2019: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.

Launch of merger inquiry

24 July 2019: The CMA announced the launch of its merger inquiry by notice to the parties.

Invitiation to comment: now closed

19 July 2019: The Competition and Markets Authority (CMA) is considering whether it is or may be the case that this transaction has resulted in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether 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.

Initial enforcement order

On 17 May 2019, the CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on Pentland Group PLC (Pentland) and JD Sports Fashion PLC (JD Sports), in relation to the completed acquisition by JD Sports of Footasylum PLC.

Amendments/consents granted

Contact

Please send written representations about any competition or public interest to:

JDSports.Footasylum@cma.gov.uk

Published 17 May 2019
Last updated 8 August 2022 + show all updates

  1. Case closure update published.

  2. Divestiture update published.

  3. Derogations published.

  4. Derogation added.

  5. Derogation published.

  6. Derogation published.

  7. Full text penalty notices and derogation letter published.

  8. Penalty notice published.

  9. Derogation letter published.

  10. Remedy Group appointed.

  11. Final undertakings published.

  12. Derogations published.

  13. Draft final undertakings and notice of proposal to accept undertakings published.

  14. Derogations published.

  15. Final report with appendices and glossary published.

  16. Summary of final report on the remittal published.

  17. Responses to provisional findings and possible remedies published.

  18. Variation order and Derogation published.

  19. Derogation published.

  20. Derogation published.

  21. Derogation letter published.

  22. Derogation published.

  23. Provisional report, appendices, remedies paper and DJS research report, on the remittal now published.

  24. Notice and summary of provisional findings on the remittal published.

  25. Derogation published.

  26. Derogation published.

  27. Derogation published.

  28. Derogations published.

  29. Response to the conduct of the remittal from the main parties published.

  30. Derogation published.

  31. Derogation published.

  32. Interim Order, decision to release Final undertakings and derogations published.

  33. Derogation published.

  34. Derogation published.

  35. Remittal update and the conduct of remittal published.

  36. CMA renews application to appeal to the Court of Appeal.

  37. Derogations published.

  38. CMA seeks permission to appeal CAT judgment

  39. Update published following a Competition Appeal Tribunal decision.

  40. In light of issues raised on appeal, the decision has been made to withdraw the penalty notice dated 29 July 2020. The subsequent appeal of this penalty notice at the Competition Appeal Tribunal, registered 1 September 2020, has therefore also been withdrawn.

  41. Derogation published.

  42. Derogation published.

  43. Derogations published.

  44. Penalty notice and directions published.

  45. The CMA has accepted final undertakings which have now been published alongside the notice to accept undertakings.

  46. Derogations published.

  47. Notice of proposal to accept final undertakings and draft final undertakings published.

  48. Derogations from March and April 2020 uploaded.

  49. Final report, appendices and glossary published.

  50. Merger block announced and summary of the final report published.

  51. Derogations and responses to provisional findings published.

  52. Parties’ response and a third party response to notice of possible remedies published.

  53. Derogations published.

  54. Full provisional findings report with appendices and glossary published.

  55. Summary of provisional findings, notice of provisional findings, notice of possible remedies, notice of extension, updated administrative timetable, and survey reports, published.

  56. Derogation published.

  57. Responses to issues statement, Hearing summaries and derogations published.

  58. Derogations published.

  59. Interim order and derogation published.

  60. Issues statement, full text of phase 1 decision and derogation published.

  61. Administrative timetable and directions to appoint a monitoring trustee published.

  62. Reference decision and terms of reference published, inquiry group appointed.

  63. Derogation published.

  64. Decision for reference unless undertakings accepted announced.

  65. Commencement of initial period notice published.

  66. Invitation to comment published.

  67. Derogations published.

  68. First published.

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