The European Commission has informed Vivendi of its preliminary view that the company breached the notification requirement and the standstill obligation as set out in the EU Merger Regulation (EUMR), as well as the conditions and obligations linked to the Commissions decision of June 9, 2023 to clear the Vivendi/Lagardère transaction.

Under the EUMR, a concentration with EU dimensions must be notified to the Commission (Article 4 of the EUMR) and must not be implemented until it has been approved by the Commission (standstill obligation - Article 7 of the EUMR). Additionally, in the context of a conditional clearance, the Commission attaches conditions and obligations to its decision to ensure that companies comply with their commitments made to obtain the Commissions clearance of the transaction (Article 8 of the EUMR). On July 25, 2023, the Commission opened a formal investigation to determine whether Vivendi breached the aforementioned provisions while acquiring Lagardère, which are designed to prevent potentially irreparable negative impacts on competition in the Single Market.

The Statement of Objections

On October 24, 2022, the Commission received the notification regarding Vivendis acquisition of Lagardère. On November 30, 2022, the Commission opened an in-depth investigation over concerns that the proposed transaction might reduce competition across various markets in French-speaking countries of the European Economic Area (EEA) and in the magazine publishing market in France.

On June 9, 2023, the Commission approved the acquisition of Lagardère by Vivendi, subject to full compliance with the commitments offered by Vivendi. The remedies offered by Vivendi included the complete divestment of: (i) Vivendis publishing business, Editis, and its entities, including well-known publishers such as Robert Laffont, Nathan, Le Robert, and Pocket; and (ii) Vivendis celebrity magazine Gala published in France.

In cases involving commitments for the divestment of assets, the Commission may attach a condition preventing companies from implementing the transaction until the Commission has approved a suitable buyer for the divested assets. In this specific case, the commitments offered by Vivendi included such a provision prohibiting Vivendi from implementing the merger before the Commissions approval of the purchasers of the divested businesses, which occurred only on October 31, 2023, for Editis and its entities and on November 8, 2023, for Gala.

In todays Statement of Objections, the Commission takes the preliminary view that Vivendi engaged in practices demonstrating decisive influence over Lagardère (i) before the transaction was notified to the Commission on October 24, 2022; (ii) between the notification date and the Commissions conditional clearance decision of June 9, 2023; and (iii) between the Commissions conditional clearance decision of June 9, 2023, and the Commissions last buyer approval decision of November 8, 2023.

In particular, the Commissions investigation revealed that Vivendi closely monitored and regularly intervened in strategic decisions regarding the editorial line, covers, and articles of Lagardères magazines and newspapers (i.e., Paris Match and Journal du Dimanche). Vivendi also intervened in human resources decisions concerning the hiring and firing of journalists for both publications. The Commissions investigation also found that Vivendi intervened in the programming schedule of Lagardères radio station Europe 1 as well as in decisions regarding the hiring and layoffs of staff for the latter.

The issuance of a Statement of Objections does not prejudge the final outcome of the investigation. Vivendi now has the opportunity to respond to the Commissions concerns.

Procedural Background

A Statement of Objections is a formal step in an investigation whereby the Commission notifies the companies concerned in writing of the objections raised against them. The companies can then review the documents in the Commissions file, respond in writing, and request an oral hearing to present their comments on the case to representatives of the Commission and national competition authorities.

The Commission can impose fines on companies that, either intentionally or negligently, breached the notification requirement, standstill obligation, and/or compliance with commitments, which may reach up to 10% of the companies aggregated worldwide turnover, pursuant to Article 14 of the EUMR.

There is no legal deadline for the Commission to complete such inquiries. Their duration depends on various factors, including the complexity of the case and the exercise of the rights of defense.

For more information

More information will be available on the Commissions competition website, in the Commissions public case register under case number M.11184.