Anticipated acquisition by Cameron CPI UK Limited of Fulmar plc
Affected market: Book printingNo. ME/2369/06
Please note that the full text of the decision can be downloaded by using the link on the right. What follows are extracts regarding the parties, the transaction, jurisdiction, assessment, and decision.
The OFT' s decision on reference under section 33 given on 24 May 2006. Full text of decision published 31 May 2006.
Please note that square brackets indicate figures or text which have been omitted or replaced with a range for reasons of commercial confidentiality.
PARTIES
Cameron CPI UK Limited (CPI) is a UK wholly owned subsidiary of the French company Cameron France Holdings SAS (CFH). It is active in book manufacturing in the UK through several UK subsidiaries.
Fulmar plc (Fulmar) is a company listed on the London Stock Exchange. It is active in book manufacturing and commercial printing in the UK. Fulmar' s turnover for the financial year ending 2005 was £40.94 million.
TRANSACTION
CPI has made an offer for the entire issued share capital of Fulmar for a consideration of £33 million.
JURISDICTION
As a result of this transaction enterprises carried on by or under the control of CPI and Fulmar will cease to be distinct. Post-merger the parties will have a combined share of supply of [30-40] per cent of monochrome A and B format book manufacturing in the UK. Therefore, the share of supply test in section 23 of the Enterprise Act 2002 (the Act) is met.
The transaction was notified to the OFT on 10 April 2006 by way of Merger Notice and therefore the statutory deadline expires on 25 May 2006.
ASSESSMENT
In conclusion, while the merger may reduce the number of monochrome book printers in the UK and may create an entity with relatively high shares of supply, in both A and B monochrome book manufacturing, the combination of low barriers to entry by competitors in neighbouring or similar sectors; expansion from other players in the market; and customers' willingness to sponsor entry is sufficient to constrain the merged entity were it to attempt to raise prices/reduce service quality.
Consequently, the OFT does not believe that it is or may be the case that the merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.
DECISION
This merger will therefore not be referred to the Competition Commission under section 33(1) of the Act.
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