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

Date06 January 2009
Decision NumberM/08/037
PartiesCyrte Investments BV,RDF Media Group plc
StatusCleared (Phase 1)
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”)
1
(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
2
. 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
1
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.

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