Decision CPC 44_2021

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 44/2021 Case Number: 08.05.001.021.035 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration regarding the acquisition of the share capital of Jetfuel by Vungle, Inc., via Chevron Merger Sub I, Inc. and Chevron Merger Sub III, LLC Commission for the Protection of Competition: Mrs. Loukia Christodoulou, Chairperson Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Andreas Karydis, Member Mr. Polynikis-Panagiotis Charalambides Member Mr. Andreas Karydis, Member Date of Decision: 7/07/2021 SUMMARY OF THE DECISION On 16/06/2021, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of The Blackstone Group Inc., a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which, Vungle, Inc. (hereinafter among with its affiliated companies the “Vungle”), a portfolio company that is controlled by affiliates of The Blackstone Group Inc. (hereinafter among with its affiliated companies or affiliated investment funds depending on the case (hereinafter the “Blackstone”), will acquire the share capital of Jetfuel, Inc. 1 (hereinafter the “Company”, and together with its subsidiaries the “Target”), through Redbird Parent Holdings Inc. (hereinafter “Redbird Parent”), Chevron Merger Sub I, Inc. (hereinafter “Chevron Merger Sub I”) and Chevron Merger Sub III, LLC (hereinafter “Chevron Merger Sub III”).  Vungle, Inc. is a portfolio company, duly registered under the Laws of Delaware of United States of America that is controlled by funds, which are consulted or managed by Blackstone affiliated companies. Vungle, Inc. is active in the provision of technology-enabled advertising services to advertisers who seek promotion in marketing their brands. Vungle acts as an intermediary between mobile app advertisers and publishers.  Blackstone Group Inc. is a company listed on the New York Stock Exchange and operates as an investment management firm.  Chevron Merger Sub I and Chevron Merger Sub III are special purpose vehicles, which were set up to act as Buyers for the purposes of the notified concentration and they do not have any previous activities.  Jetfuel, Inc. is a duly registered company under the laws of California of United States of America. The Target is active in the provision of a platform that gives to the advertisers direct access to thousands of influencers, who promote applications on the per installation payment basis. The concentration is based on the Agreement and Plan of Merger dated 4th of June 2021 by and among Redbird Parent, Chevron Merger Sub I, Chevron Merger Sub III, the Company and Shareholder Representative Services LLC, as the sallers’ representative (hereinafter the «Agreement»). Based on this Agreement, Chevron Merger Sub I shall merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Redbird Parent. Then the Company shall merge with and into Chevron Merger Sub III (the “Second Merger”), with Chevron Merger Sub III surviving the Second Merger as a wholly-owned subsidiary of Redbird Parent. Immediately after the consummation of the Second Merger, Chevron Merger Sub III will be contributed down under the control of Vungle, which is a subsidiary of Redbird Parent. As a result, Vungle, via Redbird Parent, will own the entire control of Chevron Merger Sub III and thus the Target. 2 The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6