Affected market: Cinema exhibition
The OFT's decision on reference under section 22 given on 23 November
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.
HORIZONTAL AND VERTICAL ISSUES
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
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
This merger will therefore not be referred to the Competition Commission
under section 22(1) of the Act.
- Figure excised at the request of the parties for reasons of
Published 23 November 2004