Proposed Acquisition by AI PAVE Dutchco I B.V. of GfK SE

Notifying Parties:

AI PAVE Dutchco I B.V. and GfK SE

Notifying Date:

31 October 2022

Summary of transaction:

(i) the names of the merger parties;

• AI PAVE Dutchco I B.V. (“Advent Topco”);

• GfK SE (“GfK”)

(collectively, the "Parties").

(ii) a description of the transaction;

The notification relates to the acquisition of sole control by Advent Topco, over GfK (the “Proposed Transaction”). The Proposed Transaction will result in the combination of the businesses of GfK and NielsenIQ (“NIQ”), which is wholly owned by Advent Topco.

(iii) a description of the business activities of the merger parties worldwide and in Singapore;

Advent Topco / NIQ

Advent Topco is an investment company. In the market research sector, Advent Topco’s sole investment is NIQ.

NIQ provides market research services, primarily to clients in the fast-moving consumer goods (“FMCG”) sector, consisting of retail transactional measurement data, consumer behaviour information and analytics. NIQ provides the following: (i) customised market research (“CMR”) services; (ii) retail measurement services (“RMS”); (iii) consumer panel services (“CPS”); and (iv) advanced retail analytics services for the FMCG sector.

In Singapore, NIQ is active in the following business activities: (i) CMR services; (ii) RMS for the FMCG market; and (iii) CPS.

GfK

GfK provides market research and media measurement services, primarily to clients in the non-FMCG sector. It engages in the provision of: (i) CMR services; (ii) RMS; (iii) CPS; (iv) media consumption measurement services; and (v) predominantly syndicated media and market research.

In Singapore, GfK is active in the following business activities: (i) CMR services; (ii) RMS for the non-FMCG market; and (iii) media consumption measurement services.

(iv) a description of the overlapping goods or services, including brand names;

The Parties submitted that NIQ and GfK only overlap in the supply of CMR services in Singapore. While CCCS notes that each of the Parties provide RMS in Singapore, the Parties submitted that NIQ provides RMS for the FMCG sector while GfK provides RMS for the non-FMCG sector. The Parties further submitted that RMS for FMCG and non-FMCG products are two distinct product markets and hence they do not overlap in the provision of RMS services.

(v) a description of substitute goods or services;

The Parties submitted that the substitutes to the CMR services supplied by NIQ and GfK are the CMR services offered by other competing providers.

(vi) The applicant's views on:

a. definition of the relevant market(s);

The Parties submitted that the relevant market for the purpose of CCCS’s review is the market for the supply of CMR services in Singapore (the “Relevant Market”).

b. the way in which competition functions in this market;

The Parties submitted that the market for CMR services is a highly fragmented and competitive one, where customers can choose from a wide range of alternative solutions to satisfy demand depending on their requirements.

The Parties further submitted that the key input for CMR services (i.e., survey data) can be obtained from third-party vendors who operate on a non-exclusive basis. Any company wishing to conduct a survey can rely on such third parties, and many large consulting and analytics firms compete with the market research services firms in the CMR market on this basis. Third-party fieldwork providers can also compete to provide CMR services using their own access panels.

According to the Parties, customers also have access to online survey platforms which enable them to carry out their own customised market research in-house, rather than using a third-party CMR provider.

c. barriers to entry and countervailing buyer power

The Parties submitted that there are no material barriers to entry or expansion in the Relevant Market in view of the following:

• The key input (i.e., survey data) for CMR services is widely available and there are limited operating costs required to provide such services; and

• CMR services are carried out on an ad hoc, project-by-project basis and accordingly, there are no barriers to switching for customers on a project-by-project basis. Further, any barriers to switching during an instruction are generally low in terms of cost and time needed.

The Parties further submitted that customers are able to carry out their own customised market research in-house rather than using a third-party CMR provider, through the use of online survey platforms.

d. the competitive effects of the merger (non-coordinated, coordinated and/or vertical effects, as relevant).

Non-coordinated effects

The Parties submitted that the Proposed Transaction will not give rise to non-coordinated effects for the following reasons:

1. presence of numerous strong existing and potential competitors who can easily expand or enter into the market for CMR services in Singapore, and who would be able to exercise strong competitive constraints on the merged entity;

2. the absence of material barriers to entry or expansion in the supply of CMR services in Singapore; and

3. the ability of customers to switch easily between suppliers of CMR services or to self-supply.

Coordinated effects

The Parties submitted that the Proposed Transaction will not give rise to coordinated effects for the following reasons:

1. the market for CMR services is a fragmented and highly competitive sector, and the presence of a large number of strong existing competitors in the CMR market means that it would not be possible for the merged entity to arrive at an alignment or coordination of its behaviour with other competitors; and

2. barriers to entry to the market for CMR services are low.

 Decision:

Following its assessment, CCCS has concluded that the Proposed Transaction, if carried into effect, will not infringe the section 54 prohibition of the Competition Act 2004.

 Decision Date:

22 February 2023

Read the Media Release.

Read the Grounds of Decision.