On July 4, 2023, the Commission conditionally approved, in Phase I, Advent’s acquisition of market research provider GfK through its subsidiary NielsenIQ, after Advent pulled and refiled the merger notification. The approval is subject to the divestment of GfK’s global consumer panel services (“CPS”) business, excluding Russia.
NielsenIQ is the EEA market leader for retail measurement services (“RMS”) for fast moving consumer goods. NielsenIQ also provides CPS in competition with GfK, the leading provider of CPS in the EEA. RMS and CPS are market research services aiming to identify purchasing patterns in the retail sector. RMS show sales trends based on point-of-sale date, while CPS provide insights into consumer behavior.
NielsenIQ announced its plan to merge with GfK in July 2022. Following months of pre-notification, the transaction was notified on March 20, 2023, then withdrawn on April 20, 2023, and refiled on May 11, 2023.
The Commission’s Concerns
The Commission considered that the transaction would raise concerns in both the market for CPS and the market for RMS for fast moving consumer goods. In particular, the Commission’s investigation found that: (i) the merged entity would be the sole provider of CPS in Germany and Italy; (ii) NielsenIQ would likely not have provided CPS to competitors; and (iii) NielsenIQ would likely have bundled its CPS across several EEA countries and its CPS with RMS for fast moving consumer goods, thus foreclosing competitors in both markets.
To address the Commission’s concerns, Advent committed to sell GfK’s global CPS business—excluding Russia—to ensure prompt execution of the divestiture. Advent also agreed to provide transition services to the purchaser of the CPS business, such as rebranding and access to IT services and support functions, during a one year period, with a possible extension of up to two additional years.
The Commission considered that the remedies proposed will enable any purchaser to run the divested business as a viable competitor on a lasting basis. In particular, the divesture eliminates NielsenIQ’s and GfK’s overlap in the CPS market in Germany and Italy, and precludes NielsenIQ from foreclosing competitors in the markets for CPS and RMS for fast-moving consumer goods.
Implications Advent’s acquisition of GfK is another example of the ever more frequently used pull-and-refile tactic, particularly in complicated deals which are likely to lead to a four month-long Phase II investigation by the Commission. Advent notified the transaction to the Commission in March 2023, but pulled the notification after one month to work on a remedies proposal addressing the Commission’s concerns. The transaction was refiled three weeks later, and approved with conditions in Phase I. Although the pull-and-refile tactic was commonly used in recent cases, for example in Sika/MBCC and Securitas/Stanley Security last year, well prepared pre-notification discussions with the Commission remain a key strategy to avoid in-depth investigations.
 Commission Press Release IP/23/3621, “Mergers: Commission clears Advent’s acquisition of GfK subject to conditions,” July 4, 2023.
 GfK’s Russian operations were excluded in order to facilitate the execution of the divestiture.
 Sika pulled the notification of the proposed acquisition of MBCC after one month, refiled six months later and obtained a conditional Phase I approval. See Commission Press Release IP/23/598, “Mergers: Commission clears the acquisition of MBCC by Sika, subject to conditions,” February 8, 2023.
 Securitas pulled the notification of the proposed acquisition of Stanley Security in April, refiled in June and obtained unconditional approval in July. See Case COMP/M.10594, Commission decision of July 7, 2022, available here.