Merger Control

John Meade advised on a wide range of Merger Control cases and Merger Control issues over the last eighteen months. Some of the cases are listed below.

Grafton Group PLC/Sitetech

John advised Grafton Group PLC (“Grafton”) on the Irish Merger Control aspects of its acquisition of Sitetech. Grafton is a leading distributor of building materials in Ireland whilst Sitetech was a competitor in building materials and in construction accessories.

The CCPC undertook site visits to the premises of Grafton and Sitetech as part of its review of the proposal. In cases where the CCPC undertakes site visits, the regulator will often extend its Phase 1 review of a proposal. In this case, however, the CCPC approved the proposal unconditionally and without extending its Phase 1 review on 2 February 2022. The proposal had been notified on 24 December 2021.

Xtratherm (Unilin)/Ballytherm

On 13 August 2021 the CCPC approved the acquisition by Xtratherm (a subsidiary of Unilin B.V.) of the insulation business on the island of Ireland and in Great Britain of its competitor Ballytherm. Xtratherm manufactures insulation products in Navan in Ireland and in Chesterfield in England whilst Ballytherm manufactured insulation products in Ballyconnell in Ireland and was due to open a further manufacturing facility at Ross-on-Wye in England. John advised Xtratherm on the case.

The case raised issues concerning the voluntary notification procedure, the definition of the relevant product and geographic markets involved in the case and the nature and extent of competition in insulation products. The CCPC undertook site visits to the manufacturing facilities of Xtratherm and Ballytherm in Navan and Ballyconnell, respectively, as part of its Phase 1 review but approved the proposal unconditionally without extending the Phase 1 review period. As noted in relation to Grafton Group PLC/Sitetech, the regulator will often extend its Phase 1 review when it undertakes site visits but did not do so in this case.

Grafton Group PLC/Jarsen Distribution

John advised Grafton Group PLC (“Grafton”) on its acquisition of its competitor Jarsen Distribution. The case concerned the markets in building materials and in architectural hardware products in Ireland. The acquisition was approved by the CCPC unconditionally on 4 February 2021 in Phase 1 without the CCPC extending its Phase 1 review.

Eason/Dubray

John acted on behalf of the book retailer Eason on the notification to the CCPC of its acquisition of its competitor Dubray Books. The CCPC approved the acquisition under Irish Merger Control rules on 10 September 2020. The regulator did not impose any conditions in relation to approval and approval was granted in Phase 1.

The case raised a number of important procedural and competition issues under Irish Merger Control rules, including mandatory and voluntary notification and the review of competition issues in national and local markets. The case was also one of the first transactions involving competitors in which the CCPC reviewed the competition issues in the context of the Pandemic and the economic climate arising from the Pandemic.

Dawn Meats/Dunbia

On 29 July 2020, the Irish beef and lamb processor Dawn Meats completed its acquisition of a 30% shareholding in Dunbia, a beef and lamb processor based in the UK. The 30% shareholding had been held by Mr Jim Dobson. As Dawn Meats already owned 70% of the shares in Dunbia, Dawn Meats now owns 100% of Dunbia.

John Meade advised Dawn Meats on the Merger Control aspects of the acquisition. In 2017 John had advised Dawn Meats and Dunbia on the Merger Control issues relating to the establishment of the Dunbia joint venture in which Dawn Meats and Jim Dobson, respectively, held 70% and 30% shareholdings. The initial transaction is reviewed further in the Case Study section.

In addition, John was involved in a number of other Notifications which were approved by the CCPC, including:

• Nissan Ireland Limited/Autolease Fleet Management, approved on 27 October 2021. John advised Autolease Fleet Management on the acquisition of sole control of the company by Nissan Ireland Limited. John is currently advising Autolease Fleet Management of the proposed acquisition by Allied Irish Banks (“AIB”) of a 50% shareholding in the company. The proposal was notified to the CCPC on 4 February 2022.
• Circle K/Griffin Retail Group, approved on 28 October 2021. John advised Griffin Retail Group. The case concerned the acquisition by Circle K, an operator of forecourt fuel and retail outlets, of 10 Londis stories in Dublin which operated in the grocery retail sector. The proposal was approved unconditionally in Phase 1.

Competition Law and State Aid

John Meade also advised on a wide range of Competition Law and State Aid matters over the last eighteen months. Most of these matters are ongoing and include the following.

• High Court Competition Law Litigation (Protégé International and Avalon v Irish Distillers Limited). The case concerns the market in Irish whiskey.
• A Competition Law Complaint to the CCPC (Confidential).
• A Competition Law Complaint to the CMA (Confidential).
• A State Aid Complaint to the European Commission (Confidential). The European Commission has acted on the basis of the Complaint and changes are now being introduced in the market involved in Ireland in order to address the State Aid issues raised in the Complaint.