Just Eat acquisition: This decision sends a clear warning to an industry with recent antitrust issues

The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Just Eat Takeaway.com (‘JET’) by Naspers through its subsidiary Prosus. The approval is conditional upon full compliance with the commitments offered by Naspers.JET operates online food delivery platforms in several Member States. Prosus is Naspers’ investment company, holding stakes in several portfolio companies. Prosus holds a minority share of 27.4% in JET’s competitor Delivery Hero. JET and Delivery Hero both offer online food delivery services in Austria, Bulgaria, Italy, Poland, and Spain.The Commission’s investigationThe Commission had concerns that the structural link between JET and Delivery Hero created by the transaction, as initially notified, could have:decreased JET’s incentives to compete with Delivery Hero in the five Member States where both companies are active (taken together, they would be by far the largest players) and across the European Economic Area (EEA).increased the likelihood of tacit coordination between JET and Delivery Hero, which could have led to higher prices or market exits and/or prevented these companies’ entry in new markets in the EEA.As a result, the Commission concluded that the transaction was likely to raise serious doubts as to its compatibility with the internal market, in particular due to decreasing JET’s incentives to compete and increasing the likelihood of coordination between JET and Delivery Hero.Proposed remediesTo address the Commission’s concerns, Naspers offered to significantly reduce its shareholding in Delivery Hero, below a specified very low percentage, within 12 months and to implement a set of additional commitments. While the Commission cannot disclose that percentage, the divestment and additional commitments ensure that Naspers will have no influence over nor material interest in Delivery Hero’s commercial decisions or strategy. As a consequence, Prosus will also no longer be Delivery Hero’s largest shareholder based on current third-party share interests.Furthermore, under the commitments, for a specified considerable time, Naspers will:not exercise the voting rights associated with its remaining limited shareholding in Delivery Hero;not recommend, propose or approve any person engaged by Naspers or any of the companies in which it holds an equity interest to be appointed to the Management Board or the Supervisory Board of Delivery Hero; ornot increase Naspers’ equity interest in Delivery Hero beyond the specified maximum level.Following the market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns. The clearance decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.These commitments fully address the competition concerns identified by the Commission, by ensuring that Delivery Hero will continue to be an independent competitor of JET in food delivery in the EEA.Teresa Ribera, Executive Vice-President for Clean, Just and Competitive Transition said:  “We had concerns that the acquisition of Just Eat Takeaway.com by Naspers could allow the parties to coordinate their behaviour in the food delivery market, reducing competition and consumers choice. Today’s binding commitments preserve both competition and consumer choice when ordering food at home. This decision also sends a clear warning to an industry with recent antitrust issues: we won’t tolerate any anticompetitive behaviour that may harm consumers. “Weiter zum vollständigen Artikel bei Post&Parcel Weiter zum vollständigen Artikel bei Post&Parcel