Lightflower Ltd / Urbium plc
OFT closed case: Completed acquisition by Lightflower Limited of Urbium plc.
Affected market: Bars
The OFT's decision on reference under section 22(1) given on 22 November 2005. Full text of decision published 24 November 2005.
Lightflower Acquisition Limited (Lightflower) is a newly incorporated company, part of the group of companies established on behalf of Electra Partners Europe LLP (Electra), a private equity firm. Urbium plc (Urbium) is a leading late night bar operator with 34 outlets (and two more under development) located in major urban markets across the UK, 27 of which are in London. Urbium's 2004 turnover was £75,285,000.
Lightflower made an offer for the entire issued capital of Urbium and the offer was declared unconditional on 18 October 2005.
On 24 October 2005 Lightflower provided information about the transaction to the Office of Fair Trading in response to an enquiry letter which had been sent by the OFT on 16 September 2005.
The statutory period for referring the merger to the Competition Commission expires on 18 February 2005 and the OFT's administrative deadline is 19 December 2005.
As a result of this transaction Lightflower and Urbium have ceased to be distinct enterprises. The UK turnover of Urbium exceeds £70 million, so that the turnover test in section 23(1)(b) of the Enterprise Act 2002 is satisfied. A relevant merger situation has therefore been created.
There is no horizontal overlap between the activities of the parties, nor between Urbium and Electra. In addition, there are no vertical links between the parties. There is also no risk of any conglomerate effects arising. This merger is therefore not expected 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.