The European Commission has informed Vivendi of its preliminary view that the company breached the notification requirement and the 'standstill obligation' set out in the EU Merger Regulation ('EUMR'), as well as the conditions and obligations attached to the Commission's decision of 9 June 2023 to clear the Vivendi/Lagardère transaction.
Under the EUMR, a concentration with an EU dimension has to be notified to the Commission (Article 4 of the EUMR) and must not be implemented until it has been approved by the Commission ('standstill obligation' - Article 7 of the EUMR). 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 EUMR). On 25 July 2023 , the Commission opened a formal investigation to determine whether, when acquiring Lagardère, Vivendi breached the above-mentioned provisions, which are designed to prevent the potentially irreparable negative impact of transactions on competition in the Single Market.
The Statement of Objections
On 24 October 2022, the Commission received the notification regarding Vivendi's acquisition of Lagardère. On 30 November 2022 , the Commission opened an in-depth investigation over concerns that the proposed transaction may reduce competition on a number of markets across the entire book value chain in French-speaking countries of the European Economic Area (EEA) and in a market of magazine publishing in France.
On 9 June 2023 , the Commission approved the acquisition of Lagardère by Vivendi subject to full compliance with the commitments offered by Vivendi. The remedies offered by Vivendi included the full divestment of: (i) Vivendi's publishing business, Editis and its entities, including well-known publishers such as Robert Laffont, Nathan, Le Robert and Pocket; and (ii) Vivendi's celebrity press magazine Gala published in France.
In case of commitments consisting of the divestment of assets, the Commission may attach a condition 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 included such an upfront buyer provision prohibiting Vivendi from implementing the merger before the Commission's approval of the purchasers of the divested businesses, which took place only on 31 October 2023 for Editis and its entities and on 8 November 2023 for Gala.
In today's Statement of Objections, the Commission takes the preliminary view that Vivendi engaged in a set of practices which demonstrate that Vivendi exercised decisive influence over Lagardère (i) before the transaction was notified to the Commission on 24 October 2022; (ii) between the notification date and the Commission's conditional clearance decision of 9 June 2023; and (iii) between the Commission's conditional clearance decision of 9 June 2023 and the Commission's last buyer approval decision of 8 November 2023.
In particular, the Commission's investigation revealed that Vivendi closely monitored and regularly intervened in the strategic decisions regarding the editorial line as well as covers and articles of Lagardère's magazines and newspapers (i.e., Paris Match and Journal du Dimanche). Vivendi also intervened in human resources decisions concerning the dismissals and recruitments of journalists for both publications. The Commission's investigation also found that Vivendi intervened in the programme schedule of Lagardère's radio station Europe 1 as well as in the decisions concerning the recruitment and layoffs of staff for the latter.
The sending of a Statement of Objections does not prejudge the final outcome of the investigation. Vivendi has now the possibility to reply to the Commission's concerns.
Procedural background
A Statement of Objections is a formal step in an investigation by which the Commission informs the companies concerned, in writing, of the objections raised against them. The companies can then examine the documents in the Commission's file, reply in writing and request an oral hearing to present their comments on the case to representatives of the Commission and the national competition authorities.
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 worldwide turnover, pursuant to Article 14 of the EUMR.
There is no legal deadline for the Commission to complete such inquiries. Their duration depends on a number of factors, including the complexity of the case and the exercise of the rights of defence.
