In a decision published on June 13, 2022, the ICA cleared the acquisition of 51% of the share capital of Press-Di Distribuzione Stampa e Multimedia S.r.l. (“Press-Di” or the “Target”) by Artoni Group S.p.A. (“Artoni”) and SHR S.r.l. (“SHR” and, jointly, the “Parties”). As a result, the Parties acquired joint control over the Target together with the seller Mondadori Media S.p.A. (the “Transaction”).[1]

The Transaction was cleared after an in-depth review, subject to the behavioral remedies proposed by the Parties.

The Target is the second largest operator in the Italian market for national distribution of newspapers and periodicals, with market shares of 20-25%. The Parties are active in the market for local distribution of newspapers and periodicals, operating as monopolists in several Italian provinces.

The activity of local distributors includes distributing newspapers and periodicals on behalf of national distributors. Local distributors also collect from retailers the revenues from sales of newspapers and periodicals, and transfer them to national distributors, net of their own fee.

In the ICA’s view, the vertical integration between the Target and the Parties could have had negative effects on competition in both the national and local markets for distribution of newspapers and periodicals.

Notably, according to the ICA’s the Transaction could have led to a significant reduction in potential competition in the market for local distribution of newspapers and periodicals. In particular, Press-Di could have allegedly supported the Parties’ expansion by withdrawing its distribution arrangements with other local distributors. The ICA considered that, by doing this, Press-Di could have not only caused the exit from the market of the Parties’ competitors, but also a significant reduction in their commercial value. Furthermore, the Parties’ could have hindered access to the markets for local distribution of newspapers and periodicals by other players competing with Press-Di in the market for national distribution, by refusing to distribute their products.

In order to mitigate the ICA’s competition concerns, the Parties and the Target proposed a comprehensive set of behavioral remedies, with a duration of 5 years. In particular, they committed to not withdrawing any distribution arrangements for the mere purpose of facilitating the Parties’ expansion, and included a six-month notice period for cases of legitimate revocation (i.e., revocation based on purely commercial reasons, such as late payments and deliveries). In addition, they made the application of express termination clauses that were already present in existing contracts conditional upon the failure to meet certain Key Performance Indicators. Finally, the Parties and the Target committed to blocking the flow of information between themselves concerning their relationships with each other’s respective competitors, and Press-Di committed to not discriminating against local distributors when renewing their distribution arrangements.

[1]      ICA, Decision of May 24, 2022, No. 30170, Case C12422B, Mondadori Media-Artoni Group-SRH/Press-Di Distribuzione Stampa e Multimedia