Decision Nº M/08/037 from Competition and Consumer Protection Commission, 2009-01-06

• Jurisdiction: Ireland
• Parties: Cyrte Investments BV,RDF Media Group plc
• Date: 06 January 2009
• Decision Number: M/08/037
• Status: Cleared (Phase 1)
• Court: Competition and Consumer Protection Commission (Ireland)
• Decision Date: 06 January 2009

Merger Notification No. M/08/037 –Cyrte Investments/ RDF Media/

DETERMINATION OF MERGER NOTIFICATION M/08/037 –

CYRTE INVESTMENTS/ RDF MEDIA

Section 21 of the Competition Act 2002

Proposed acquisition of sole control by Cyrte Investments BV of RDF

Media Group plc

Dated 06/01/2009

Introduction

1. On 10 December 2008, the Competition Authority (the “Authority”) in

accordance with section 18(1)(a) of the Competition Act 2002 (the

“Act”) was notified, on a mandatory basis, of the proposed acquisition

of the entire issued share capital of RDF Media Group plc (“RDF”) by

Parts Bidco Limited (“Newco”).

The undertakings involved

The Acquirer

2. Newco is a company formed for the purpose of the proposed

acquisition. Newco’s issued share capital is held by certain members of

RDF’s management team (the “Management Team”)

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(21%) and

Dasym Investments III BV, special purpose vehicle which has been

formed for the purposes of the proposed acquisition (the “SPV”)

(79%). Newco is solely controlled by the SPV, which is in turn

controlled by Cyrte

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. Therefore, following the completion of the

proposed transaction Cyrte will acquire sole control of RDF.

3. Cyrte is an investment company based in the Netherlands. Cyrte

manages investment funds on behalf of institutional investors. Cyrte

invests in companies in different sectors around the world and has

traditionally focussed on companies in the media, entertainment,

telecom and technology sectors. Cyrte, which is part of the Aviva

Group, is not active in the State.

4. The Aviva Group is active in the State (through Hibernian Group

Norwich Union International) in insurance, pensions, savings and fund

management.

The Target

5. RDF, a company based in the United Kingdon, creates and produces

television programmes of a variety of genres mainly in the United

Kingdom and the United States of America. RDF distributes and

exploits its television programmes worldwide but mainly in the United

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The Management Team consists of 22 executive directors or senior managers of RDF.

2

The share capital of the SPV is held by three investing entities (i.e., CF I Invest CV […], Delta

Lloyd Privat e Equity 2007 BV […] and De Agostini Communications S.p.A. […]) and Cyrte […].

Pursuant to the SPV Shareholder Agreement and a management agreement between Cyrte and

the SPV, Cyrte exercises sole control over the SPV.