Terra Firma / Odeon Equity Co. Ltd

OFT closed case: Completed acquisition by Terra Firma Capital Partners II Fund of Odeon Equity co. Limited.

Affected market: Cinema exhibition

No. ME/1321/04

The OFT's decision on reference under section 22 given on 23 November 2004.


Terra Firma Investments (GP) 2 Ltd (Terra Firma) manages a number of private equity funds.

Odeon Equity Co. Limited (Odeon) is a cinema exhibitor, operating 95 cinemas within the UK. Its UK turnover for the last financial year amounted to [ ] (see [note 1]).


On 2 September 2004, Terra Firma acquired the entire issued share capital of Odeon through various wholly owned subsidiaries. The four month statutory deadline expires on 1 January 2005.   


As a result of this transaction, Terra Firma and Odeon have ceased to be distinct.  As Odeon's turnover exceeds £70 million, the turnover test in section 23(1)(b) of the Enterprise Act 2002 (the Act) is satisfied.  A relevant merger situation has been created.


As at the acquisition date, Terra Firma neither owned nor controlled any business active in cinema exhibition, or upstream or downstream from cinema exhibition. The merger does not, therefore, appear to raise any horizontal or vertical issues. 


Odeon is active in the cinema exhibition sector. Due to the lack of overlap between the activities of the parties as at the date of the acquisition, no horizontal or vertical issues appear to be raised by the merger.   

Consequently, the OFT does not believe that it is or may be the case that the 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 therefore not be referred to the Competition Commission under section 22(1) of the Act.


  1. Figure excised at the request of the parties for reasons of commercial confidentiality.

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