Affected market: Supply of greeting cards and associated merchandise
The OFT's decision on reference under section 22 given on 24 October
West Coast Capital is a partnership which provides venture capital for
acquisitions, largely in the retail area. Interests include: a 91.5 per
cent share in Office Holdings Limited, the operators of the 'Office'
range of shoe shops; a 75 per cent share in AJT Footwear Limited; and a
25 per cent interest in the Gadget Shop. TBH Trading Ltd is 100 per cent
owned by West Coast Capital. Birthdays Group Limited (Birthdays)
operates a network of 550 high street shops throughout the UK selling
greeting cards, gifts and stationery. 50 Birthdays shops sell Gadget
shop merchandise through an informal concession agreement. Birthdays UK
turnover is £142 million.
TBH Trading Limited (TBH), acting through its wholly owned subsidiaries
TBH Gifts Limited, TBH Gifts 2003 Limited, and TBH Gifts 2004 Ltd, has
Details of the acquisition were received on 30 September 2003. The
40-day administrative deadline is 25 November. The acquisition was
completed on 29 August and the statutory deadline is 28 December.
As a result of this transaction TBH and Birthdays have ceased to be
distinct. The UK turnover of Birthdays exceeds £70 million, so that the
turnover test in section 23(1)(b) of the Enterprise Act 2002 (the Act)
is satisfied. A relevant merger situation has been created.
The overlap between the parties is limited to gifts sold in Birthdays
shops and Gadget Shop outlets. There is no need to determine what range
of goods act as a constraint given that no competition issues arise
under the area of direct overlap between the two retail chains.
The parties overlap in the retail sale of novelty gifts/gadgets. TBH
considers the type of goods sold by the Gadget Shop is complementary to
the type of gifts sold in Birthday shops; this appears to be supported
by the pre-merger concession arrangement between the two groups. TBH has
provided lists of products sold in these shops and it appears that the
only direct overlap is stuffed toys, novelty key rings and party items.
These goods are sold in a variety of other retail outlets and a number
of existing retailers could expand into the retail sale of these items.
THIRD PARTY VIEWS
No third parties contacted the Office concerning this acquisition.
The parties' only overlap is in the sale of a limited range of gift and
party items. The OFT does not believe that the creation of the relevant
merger situation has resulted in a substantial lessening of competition
within a 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.