STEPHEN McNAMARA RYANAIR'S PUPPET..... mcnamara@ryanair.com

 

OFT statement on its investigation of Ryanair’s minority shareholding in Aer Lingus

112/10    29 October 2010

The OFT has today started a merger investigation into Ryanair Holdings plc's (Ryanair's) acquisition of a minority shareholding in Aer Lingus Group plc (Aer Lingus). Ryanair currently owns 29.82 per cent of Aer Lingus.

The OFT's investigation will have regard to two main questions:

(i) whether the OFT has jurisdiction under the Enterprise Act 2002 to review the acquisition as a relevant merger situation. This will include considering whether Ryanair has the ability to exercise material influence over the commercial policy of Aer Lingus (see Note 4)  as well as whether the OFT is within the statutory time period available to it to investigate the acquisition and, if need be, refer it to the Competition Commission (see Note 5) and

(ii) if so, whether the acquisition raises competition issues that give rise to a duty to refer the acquisition to the Competition Commission under the 'substantial lessening of competition' test set out in the Enterprise Act 2002.

After initially acquiring a minority stake in Aer Lingus in 2006, Ryanair mounted a public bid for the entire shareholding in Aer Lingus in October 2006. The European Commission investigated the bid and decided to prohibit it in June 2007.

Aer Lingus subsequently appealed against the European Commission's decision not to order Ryanair to divest its existing minority stake in Aer Lingus. In July 2010, the European General Court ruled that the European Commission did not have the ability to require divestment of minority shareholdings that do not confer 'decisive influence' for the purposes of the EC Merger Regulation. Separately, Ryanair also appealed, unsuccessfully, to the General Court on the grounds that the European Commission should not have prohibited its public bid for the entire shareholding in Aer Lingus.

Given the termination of the European Commission investigation and related litigation, the OFT is now considering the acquisition.

The OFT has written to Ryanair seeking information and its views on the acquisition. In line with its normal practice, the OFT has today invited comments from third parties on the acquisition, to be submitted by 12 November.

NOTES  

1. Ryanair Holdings plc currently owns 29.82 per cent of Aer Lingus Group plc. Ryanair initially acquired a stake in Aer Lingus in late 2006. It mounted a public bid for the entire shareholding in Aer Lingus in October 2006. The European Commission investigated the public bid and decided to prohibit it in June 2007. The General Court ruled in July 2010 that the European Commission does not have the ability to examine or require divestment of minority shareholdings that do not confer 'decisive influence' for the purposes of the EC Merger Regulation - see Note 4.
2. The reference test - the OFT has a duty to make a reference to the Competition Commission if it believes that it is or may be the case that a relevant merger situation has been created and the creation of that situation has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.
3. Under the Enterprise Act 2002 a relevant merger situation is created if two or more enterprises have ceased to be distinct enterprises; and the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million; or as a result of the transaction, in relation to the supply of goods or services of any description, a 25 per cent share of supply in the UK (or a substantial part thereof) is created or enhanced.
4. Under the Enterprise Act 2002 the OFT may treat as a relevant merger situation a minority shareholding where that shareholding gives its owner the ability materially to influence the behaviour and policy of the target company including the target company's strategic direction and commercial objectives. As stated in the OFT's Mergers - jurisdictional and procedural guidance (OFT527, paragraph 3.15) this is a lower level of control than the 'decisive influence' test used by the European Commission under the EC Merger Regulation.
5. Under the Enterprise Act 2002 the OFT is able to refer to the Competition Commission completed relevant mergers within four months of the merger's completion or from the time material facts about the merger were made public. However, the Enterprise Act 2002 provides that the duty to refer applies outside this four month timetable when the reference could not have been made earlier because of anything done under or in accordance with the EC Merger Regulation.

Ryanair Holdings PLC - RYANAIR RESPONDS TO THE OFT's "MERGER UPDATE"

Thursday 1 September 2011

Ryanair's Stephen McNamara said: mcnamara@ryanair.com  ....

"We are surprised that the OFT continues to waste time and resources on a failed merger offer between two non UK companies, some five years after the offer was withdrawn, and some four years after the EU Commission prohibited the original offer but confirmed that Ryanair had neither de jure nor de facto control over Aer Lingus.

This OFT investigation sets a damaging precedent for future UK mergers, as it appears that the OFT now intends to second guess and become involved in mergers up to 9 years after the transaction, only once all EU appeals have been completed. We believe that this investigation is out of time and we trust that the Court of Appeal will share our view and put an end to this unnecessary investigation."

John said,

Not surprised

McNamara '' the puppet'' again trying to move away from the true issues,but thats Ryanair all over....Time for recruitment at EUROPE'S GREATEST TRAINING ROBBERS ''RYANAIR'' to be looked at also....