ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 78/2021 Case Number: 08.05.001.021.065 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of the share capital of Project ABC Holdco (Jersey) Ltd from investment funds which are consulted / managed by affiliated companies of Blackstone Inc., via Lunar Bidco Ltd Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karidis, Member Mr. Panayiotis Oustas, Member Mr. Aristos Aristidou Palouzas, Member Date of decision: 3 December 2021 SUMMARY OF DECISION On the 10th of November 2021 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Blackstone Inc., (hereinafter the «Blackstone») 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”). This notification concerns a concentration, according to which Blakstone Inc. (together with any of its affiliates companies or investment funds, "Blackstone"), via Lunar Bidco Ltd (hereinafter "Lunar Bidco"), intends to acquire the share capital of Project ABC Holdco (Jersey) Ltd (hereinafter referred to as the "Target"). 1 Companies participating at this merger are the following:
- Lunar Bidco Ltd is a special purpose company, duly registered under the laws of Jersey, with no previous business and was incorporated to operate as an acquisition company for the purposes of this transaction. Lunar Bidco is controlled by investment funds which are consulted/managed by affiliated companies of Blackstone.
- Blackstone is a global alternative asset manager listed on the New York Stock Exchange. Blackstone operates as an investment management company, not as a group of heterogeneous activities or parent company.
- Project ABC Holdco (Jersey) Ltd (Target Company) is a parent company with none operations. Target owns all the shares of Moonbug Entertainment Limited, (hereinafter "Moonbug"), which is a media company that creates, produces and licenses video and audio content for children. The concentration takes place on the basis of document "Share Purchase Agreement" (hereinafter referred to as the "Agreement") dated November 4, 2021, which sets out the main terms and conditions regarding the acquisition of the share capital of the Target Company. As per the concentration, Lunar Bidco will acquire the share capital and sole control of Target, with the final acquisition of Moonbug. The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(a)(ii) of the Law, since it leads to a permanent change of control of target by Blackstone via Lunar Bidco. Furthermore, based on the information contained in the notification, the Commission found that the criteria set by section 3
(2)(
- a)of the Law were satisfied and therefore the notified concentration was of major importance falling within the scope of the Law. The Commission concluded that for the purposes of evaluating this concentration, the relevant product / service market relates to (
- a)the market for the production of AV content, (
- b)the market for the licensing of broadcasting rights, and (
- c)the market for the production and wholesale of digital recorded music. Any further separation does not differentiate the outcome of the merger assessment. In addition, the Commission concluded that the 2 geographical market for the relevant markets in question is that of the territory of the Republic of Cyprus. Based on the above data, there is no market affected by horizontal overlap and / or vertical relationship of the activities of the participating companies, as defined in Annex I of the Law. In addition, there are no other markets in which the notified concentration may have a significant effect. The Commission, on the basis of the factual and legal circumstances, unanimously decided that this concentration does not create or strengthen a dominant position as there is no affected market and therefore the concentration does not raise serious doubts as to its compatibility with the operation of the competition in the market. Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Loukia Christodoulou Chairperson of the Commission for the Protection of Competition 3