Following its phase 1 investigation, the Competition and Markets Authority (CMA) found that the acquisition by GTCR of PR Newswire gave rise to competition concerns regarding the supply of media contact databases in the UK. The supply of media contact databases consists of providing a list of media influencers (journalists, bloggers, etc) to private and public organisations to help them search for and contact those most relevant to their needs.
GTCR supplies media contact databases in the UK through its Gorkana subsidiary, while PR Newswire supplies the same product through its Agility subsidiary.
To resolve the competition concerns, GTCR has offered to divest the Agility business to Innodata, a global digital services and solutions company active in content services, data analytics and media intelligence. In the UK, Innodata currently primarily provides content services but it has expertise in media contact databases in other geographic markets, including in North America.
The CMA has co-operated closely during this investigation with the US Department of Justice (DoJ). The DoJ also found competition concerns and the divestment of Agility to Innodata forms part of a proposed settlement to resolve the DoJ’s concerns.
Before accepting the undertakings, the CMA carefully assessed and consulted publicly on the proposed undertakings, including on the suitability of Innodata as a purchaser. No concerns were raised during the consultation.
The CMA has now accepted that GTCR’s offer to divest the Agility business to Innodata will resolve these competition concerns.
Sheldon Mills, CMA Senior Director of Mergers and decision-maker in this case, said:
GTCR’s acquisition of PR Newswire would reduce the number of suppliers of full service media contact databases in the UK from 3 to 2. However, selling Agility to Innodata will restore competition in the UK with the entry of a proven global player.
The CMA has worked closely with the US Department of Justice in this matter leading to a co-ordinated outcome with a single divestment remedy which will resolve competition concerns in both jurisdictions.
Notes for editors
The CMA is the UK’s primary competition and consumer authority. It is an independent non-ministerial government department with responsibility for carrying out investigations into mergers, markets and the regulated industries and enforcing competition and consumer law. For more information on the CMA, see our homepage, or follow us on Twitter @CMAgovuk, Flickr and LinkedIn. Sign up to our email alerts to receive updates on merger cases.
Under the Enterprise Act 2002 (the Act) the CMA has a duty to make a merger reference, resulting in an in-depth phase 2 merger investigation, if the CMA believes that it is or may be the case that a ‘relevant merger situation’ has been created, or arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation; and that the creation of that situation has resulted, or may be expected to result, in a substantial lessening of competition (SLC) within any market or markets in the UK for goods or services. Instead of referring the merger for a phase 2 investigation under section 22 of the Act, the CMA may instead accept undertakings in lieu of reference from the merging parties, to mitigate or prevent the substantial lessening of competition identified.
On 16 June 2016, GTCR acquired PR Newswire. On 20 June 2016, the CMA decided under section 22(1) of the Act that it is or may be the case that the merger constitutes a relevant merger situation that has resulted or may be expected to result in an SLC within a market in the UK. On 20 June 2016, GTCR offered undertakings in lieu of reference to the CMA for the purposes of section 73(2) of the Act. On 21 June 2016, the CMA decided under section 73A(2)(b) of the Act that there were reasonable grounds for believing that the undertakings offered by GTCR, or a modified version of them, might be accepted under section 73(2) of the Act. On 22 June 2016, the CMA launched a consultation inviting views on the proposed remedy. This consultation closed, without any responses being received, on 7 July 2016.
The DoJ has also been investigating the merger of GTCR and PR Newswire and found similar concerns relating to North America. The DoJ filed its consent decree with the US district court on 10 June. This was granted, enabling the merger of GTCR and PR Newswire to complete. GTCR has also signed an agreement with Innodata to sell the Agility business, but this transaction has been on hold pending the CMA’s investigation. This transaction will also now take place.
Enquiries should be directed to Simon.Belgard@cma.gsi.gov.uk or by calling 020 3738 6472.