Brussels, 25 July 2023
The European Commission has decided to open a formal investigation to determine whether, when acquiring Lagardère, Vivendi breached the notification requirement and “standstill obligation” set out in the EU Merger Regulation, as well as the conditions and obligations attached to the Commission’s decision to clear the Vivendi/Lagardère transaction.
On 9 June 2023, the Commission cleared Vivendi’s acquisition of Lagardère subject to full compliance with the commitments offered by Vivendi. Today’s investigation is separate from this procedure.
The Commission has informed Vivendi of the opening of a formal investigation and will now carry out its investigation. An opening of a formal investigation does not prejudge its outcome.
Background
Under the EU Merger Regulation, a concentration with an EU dimension has to be notified to the Commission (Article 4 of the EU Merger Regulation), and must not be implemented until it has been approved by the Commission (‘standstill obligation’ – Article 7 of the EU Merger Regulation).
In addition, in the context of a conditional clearance, the Commission attaches to its decision conditions and obligations intended to ensure that the companies comply with the commitments they have entered into to obtain the Commission’s clearance of the transaction (Article 8 of the EU Merger Regulation). In case of commitments consisting of the divestment of assets, the Commission may attach a condition and obligation under which companies cannot implement the transaction prior to the Commission’s approval of a suitable purchaser for the divested assets. In this specific case, the commitments offered by Vivendi include such an upfront buyer provision prohibiting Vivendi from implementing the merger before the Commission has approved the purchasers of the divested businesses, the process of which is currently ongoing.
These provisions are designed to prevent the potentially irreparable negative impact of transactions on the market.
The Commission can impose fines on companies that, either intentionally or negligently, breached the notification requirement, standstill obligation and/or compliance with commitments, which may reach up to 10% of the companies’ aggregated turnover, pursuant to Article 14 of the EU Merger Regulation.
More information will be available on the Commission’s competition website, in the Commission’s public case register under the case number M.11184.