Law firm calls for exemption for one-off M&A hotel deals

Move would bring Ireland into line with global practice, says competition specialist

A&L Goodbody EU and competition partner Vincent Power.

A&L Goodbody EU and competition partner Vincent Power.

 

Consideration should be given to excluding one-off hotel deals from notifications to the competition commission, according to a partner with leading Irish law firm A&L Goodbody.

Vincent Power, EU and competition partner at the firm, said this would bring Ireland into line with global practice.

His comments follow a review of merger and acquisition notifications to the Competition and Consumer Protection Commission last year.

“Many deals involved hotel purchases, such as Atlantic/Charleville Park Hotel, LSF/Jurys Inn, Atlantic Troy/Killeshin Hotel, and Goldman Sachs/Piershine/Tifco, therefore consideration should be given to excluding from the compulsory regime any once-off single hotel deal,” Mr Power said.

“Based on trends globally, buying hotel chains rarely raises issues, so genuine once-off deals should be excluded or be notifiable only in specified circumstances.”

Last year was a bumper one for merger and acquisition activity here, with notifications to the commission increasing by more than 90 per cent in the first full year of the new body’s existence.

Some 78 M&As were notified to the commission in 2015, a near doubling of the 41 deals notified in 2014 and an almost threefold increase on 2009, when just 27 deals were notified to the then Competition Authority.

Mr Power said that increased confidence and activity in the economy prompted much of this growth.

But it was also driven by legislation in 2014, requiring that mergers, acquisitions and some joint ventures now have to be filed with the commission if the combined turnover of the businesses involved is more than €50 million and two or more of the businesses involved each has a turnover in Ireland of more than €3 million.

All deals in the media sector must also be notified.

“This new competition legislation introduced lower thresholds at which deals must be notified for review. This means that more Irish-based businesses now have to notify proposed deals for review while fewer foreign businesses have to notify,” Mr Power said.

“The new regime has lower thresholds and longer timetables than was the case historically. So far, the new regime is working out as expected: Irish-based businesses have to make more notifications; and deals have generally been seen as taking longer to clear.”

“For example, media deals now have a longer and more complex review process. The media deals so far have been at the simpler end of the scale in competition law terms so it is not yet clear whether the new regime – involving two agencies, two ministers and two departments – is working.

Media notifications last year included Discovery/Setanta Sports Asia and Southbank/N-Vision.

Mr Power said property deals featured more prominently, such as Blackstone/Atrium, but there were also notifications of individual filling stations and pharmacies.

“Again, there should be some easing of the rules here because notification is probably an unintended consequence,” Mr Power said.

The financial services sector was prominent for M&A deals last year, including Cinven/PCL and AIG/Avondhu.

Longer and more complex transactions – which became so-called phase two reviews – included Topaz’s acquisition of Esso, and Baxter Healthcare’s purchase of Fannin Compounding.