Mergers: the Commission opens an in-depth investigation into the proposed acquisition of Lagardère by Vivendi

The European Commission has opened an in-depth investigation to assess the proposed acquisition of Lagardère by Vivendi under the EU Merger Regulation. The Commission is concerned that the proposed acquisition could reduce competition in a number of markets across the book value chain in French-speaking countries of the European Economic Area (EEA) and in a segment of publishing of magazines in France.

Vivendi and Lagardere are both French multimedia groups active, among other things, in the publishing of books and magazines. As far as these markets are concerned, Vivendi (via Editis) and Lagardère (via Hachette) are leading players in the publishing of French-language books in the French-speaking countries of the European Union. Both companies are present throughout the book value chain, from the acquisition of publishing rights to the marketing, distribution and sale of books to retailers.

The competition concerns identified by the Commission on a preliminary basis

The Commission’s preliminary market investigation indicates that the transaction is likely to significantly reduce competition in the markets (i) of the purchase of royalties associated with books in French languageii) the distribution and marketing of French-language books and iii) of the sale of French-language books to retailers. The Commission also identified competition concerns regarding the sale of people magazines.

At this stage, the Commission is concerned that:

  • by acquiring Lagardère, Vivendi becomes the leading player in the French-language book publishing sector, as well as the main integrated group present in this market. The parties are the first and second largest companies active in most markets in the book value chain. Other competitors, such as Madrigall or Média-Participations, have a more limited presence on the market. The Commission is concerned that the operation will reduce the diversity, accessibility and affordability of French-language books. In particular, it considers that due to the strengthened position of the merged entity in the market: (i) publishers could be deprived of essential sources of income to support their activities arising from the publishing of best-selling authors , (ii) publishers may have limited access to essential services for the marketing and distribution of their books, and (iii) bookstores and readers may face, respectively, reduced margins and higher prices;
  • the operation, by combining three “people” magazines (Paris Match by Lagardère and Gala and Here by Vivendi), could create a powerful leader on the market. The Commission fears that such a situation could harm quality, diversity and prices, to the detriment of the readers of this type of magazine.

The Commission will now carry out an in-depth investigation into the potential effects of the transaction, in order to determine whether its initial competition concerns are confirmed.

The operation was notified to the Commission on October 24, 2022. Vivendi has publicly announced that it was considering the possibility of selling Editis by means of a “distribution-listing” operation, but it has decided not to submit commitments to address the Commission’s preliminary concerns during the initial investigation. The Commission now has 90 working days, i.e. until April 19, 2023, to make a decision. The opening of an in-depth investigation does not prejudge the outcome of the procedure.

Companies

Vivendi is a French global media and entertainment group present in various markets through its subsidiaries: television and cinema (Canal+ group), book publishing (Editis), magazines (Prisma Media), games video (Gameloft) and advertising (Havas group). Vivendi is controlled by the Bolloré group, a global company active in three main areas: transport and logistics, media and communications, electricity storage.

Lagardere is a French global media and entertainment group present in different markets through its subsidiaries: book publishing (Hachette), travel retail (Lagardère Travel Retail), press and radio (Europe 1 ) and live shows (Lagardère Live Entertainment).

Merger control and procedures

The Commission’s mission is to assess mergers and acquisitions between companies whose turnover exceeds certain thresholds (see Article 1er from merger regulation) and to prevent concentrations which would significantly impede effective competition in the EEA or a substantial part of it.

The vast majority of notified mergers pose no competition concerns and are cleared after routine review. From the date of notification of an operation, the Commission generally has 25 working days to decide whether to authorize this operation (phase I) or to open an in-depth investigation (phase II).

In addition to the one relating to the present operation, five phase II investigations are ongoing, namely: (i) the proposed acquisition of OMV Slovenija by MOL; ii) the proposed acquisition of VOO and Brutélé by Orange. iii) the proposed acquisition of Alumetal by Hydro; iv) the proposed acquisition of Activision Blizzard by Microsoft; and V) the planned acquisition of eTraveli by Booking.

More detailed information will be available on the DG Competition websitein the public register of competition cases of the Commission, under number M.10433.

Statements by members of the College

Competitive markets in book publishing promote diversity of ideas. They enable every part of the value chain to thrive, from content creation to distribution. The acquisition of Lagardère by Vivendi brings together two leading publishers of French-language books and consumer magazines. The deal therefore needs to be carefully considered as it could reduce choice and result in higher prices, reduced accessibility and quality for readers of French-language books and certain French magazines.

Margrethe Vestager, Executive Vice President, Competition Policy – 11/30/2022

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Mergers: the Commission opens an in-depth investigation into the proposed acquisition of Lagardère by Vivendi