Loyens & Loeff successfully represents DPG Media in merger filing relating to its proposed acquisition of Sanoma’s Dutch media activities
On 10 April 2020, the Netherlands Authority for Consumers & Markets (ACM) has cleared the acquisition of publishing company Sanoma Media Netherlands by rival publisher DPG Media (formerly De Persgroep Nederland), represented by Loyens & Loeff.
The ACM concludes that after the acquisition, sufficient competition will remain on the market for free online news and on the online-advertising market. The ACM therefore cleared the proposed transaction unconditionally without entering into an in-depth, second stage investigation.
In the Netherlands, DPG Media owns several major newspapers such as de Volkskrant, Algemeen Dagblad, Trouw and Het Parool, and the news websites related to these newspapers. In addition, DPG Media also owns technology websites and recruitment-communication websites, price-comparison websites, and national radio station Qmusic. Sanoma Media Netherlands owns, among other businesses, free news website NU.nl and popular magazines such as Autoweek, Donald Duck, Libelle and Margriet.
The ACM has in particular looked into the acquisition’s effects on competition between NU.nl and the free online news offered by DPG Media’s national newspapers, as well as into competition on the online-advertising market. These are two areas where the activities of both publishers overlap. ACM has also assessed whether the acquisition would have any significant impact on the position of freelance journalists.
Martijn Snoep, Chairman of the Board of the ACM, is quoted as follows on the ACM’s website: ‘This is an acquisition that has a tremendous impact on the Netherlands’ highly dynamic media landscape. It reduces the number of competitors on the market for free online news. NU.nl will become part of DPG Media instead of being an independent publisher. However, we do not see any risks of the free online news market becoming poorer. In addition, the acquisition creates a new, major competitor on the online advertising market where Google and Facebook currently play a significant role.’
Sufficient competition remains for online free news
Sanoma Media Netherlands owns the website NU.nl, which is a popular source of free online news in the Netherlands. All newspapers owned by DPG Media each have their own websites that offer free news content (to varying degrees). NU.nl and those websites will now be owned by the same company. One of the ACM’s conclusions is that, after the acquisition, sufficient other providers of free online news will remain on the market. For example, Dutch public broadcaster NOS and commercial broadcaster Talpa, as well as the online newspaper websites owned by publishing company Mediahuis (which owns national newspapers Telegraaf and NRC) also offer free news (to varying degrees), and their websites compete with the proposed merged entity for the same pool of news consumers. Considering this level of competition on the market, the ACM concludes that it is not likely that, after the acquisition, DPG Media will reduce its free online news services. After all, it would then lose readers and, by extension, advertising revenues.
Sufficient competition remains on the advertising market
The ACM’s investigation has also revealed that, after the acquisition, sufficient competition will remain on the advertising market. The online advertising market has grown considerably over the past few years, and is expected to continue to grow over the next few years. On the online advertising market, competition is fierce, particularly with international companies such as Google and Facebook. In addition, the newspapers and magazines owned by Mediahuis and RTL, but also websites such as Dutch online auction website Marktplaats.nl, provide competition.
Bargaining positions of journalists remain intact
Freelance journalists expressed concerns about their bargaining positions now that two important buyers of journalism services are to join forces. The ACM says it understands those concerns. The ACM has therefore also looked into the acquisition’s effects on that specific market. However, considering the diversity of expertise and positions of journalists in these two companies, the ACM concludes that this acquisition will not have any significant impact on their bargaining positions. The DPG Media/Sanoma combination only seeks the services of a modest number of freelance journalists when looking at the total number of freelance journalists in the Netherlands. As a result of the acquisition, DPG Media-Sanoma will not gain too strong a position when hiring freelance journalists.
A public version of the decision (available in Dutch only) is available on the ACM’s website.
Loyens & Loeff represented DPG Media
Loyens & Loeff’s competition team (Gert-Wim van de Meent, Marc Custers, Robert Fröger and Boyd Wolffers), in close cooperation with DPG Media and Sanoma (represented by Clifford Chance) was responsible for preparing and submitting the merger notification, answering the numerous sets of questions put forward by the ACM regarding many(possible) markets assessed by the ACM (including, inter alia, high tech markets such as the online advertising market, the general online news market and the market for (online) price comparison services), addressing possible theories of harm and with rebutting concerns following from the ACM’s markets investigation. Despite the difficult COVID-19 related circumstances the ACM was able to conduct the market investigation and, after further analysis, unconditionally cleared the transaction on 10 April 2020. We are grateful to DPG Media for their trust in our team and the close collaboration.
Boyd WolffersAssociate Attorney at law, Tax adviser
Boyd Wolffers, attorney-at-law and tax advisor, is a member of the competition and regulatory practice group in our Amsterdam office. He is an expert in European (tax) law and competition law (cartel prohibition, merger control, abuse of dominance and (fiscal) state aid law).T: +31 20 578 55 90 M: +31 6 10 90 14 79 E: email@example.com