Decision Nº M/08/023 from Competition and Consumer Protection Commission, 2008-08-15

• Jurisdiction: Ireland
• Parties: TMF Group Holdco BV Netherlands,Middenberm Part Co. B.V.,Doughty Hanson & Co Limited
• Date: 15 August 2008
• Decision Date: 15 August 2008
• Status: None
• Court: Competition and Consumer Protection Commission (Ireland)
• Decision Number: M/08/023

DETERMINATION OF MERGER NOTIFICATION M/08/023 –

DHC/MIDDENBERM/TMF

Section 21 of the Competition Act 2002

Proposed acquisition by Doughty Hanson & Co. Limited and

Middenberm Part Co. B.V. of joint control of TMF Gro up HoldCo B.V.

Dated 15/08/2008

Introduction

1. On 31 July 2008, the Competition Authority (“the Authority”) was

notified on a mandatory basis of the proposed acquisition by Doughty

Hanson & Co. Limited (“DHC”) and Middenberm Part Co. B.V.

(“Middenberm”) of joint contr ol of TMF Group HoldCo B.V. (“TMF Group

HoldCo”) including all the group companies d irectly and indirectly

controlled by it (“TMF Group”).

2. The Authority advised the parties and the Minister for Enterprise, Trade

and Employment that it considered the transaction to be a “media

merger” within the meaning of section 23 of the Act.

The Undertakings Involved

The Acquirers

3. DHC is a private equity fund manager that directly or through its

subsidiaries organises and administers a number of private equity

investment funds on behal f of instituti onal and private investors. Each

fund i s structured as a series of l imited partnerships registered under

English law, whi ch are committed to invest alongside each other. For

the year ended 31 December 2007, DHC’s worldwide turnover was

€[…].

4. Various DHC portfolio companies generated turnover in the Sta te for

the year ended 31 December 2007, including 20:20 Mobile Group

Limited, which is engaged in the distribution and repair of mobile

handsets and mobil e accessories as well as recruitment of

professionals, and TV3 Television Network Limited, which operates a

terrestrial free-to-air national commercial television channel in the

State. In add ition, DHC has a jointly controlling stake in Setanta Sport

Holdings Limited, which is primarily concerned with operating various

sports channels in the State and elsewhere. For the year ended 31

December 2007, DHC’s turnover in the State was €[…].

5. Middenberm is a special purpose vehicle allowing individuals who are

managers, other employees, consultants and advisors of TMF Gr oup to

make purely financi al investments in TMF Gro up. Middenberm has an

existing jointly controlling interest in TMF Group, but does not control

any other entity or bu siness that generates turnover from the sale of

goods or services.