CCCS consults on the Proposed Acquisition by AI PAVE Dutchco I B.V. of GfK SE

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The Competition and Consumer Commission of Singapore (“CCCS”) is inviting public feedback on the proposed acquisition by AI PAVE Dutchco I B.V. (“Advent Topco”) of GfK SE (“GfK”) (collectively, “the Parties”) (the “Proposed Transaction”). The Proposed Transaction will combine the businesses of GfK and NielsenIQ (“NIQ”), which is wholly owned by Advent Topco, creating a global provider of information and analytics in the consumer and retail measurement industry.

2. CCCS accepted an application from the Parties for a decision on the Proposed Transaction on 31 October 2022. CCCS is now assessing whether the Proposed Transaction, if carried into effect, would infringe section 54 of the Competition Act 2004, which prohibits mergers which have resulted, or may be expected to result, in a substantial lessening of competition within any market in Singapore.

The Parties

Advent Topco / NIQ 

3. NIQ is wholly owned by Advent Topco.^[1] NIQ provides market research services, primarily in the fast-moving consumer goods (“FMCG”) sector, consisting of retail transactional measurement data, consumer behaviour information and analytics. In this sector, NIQ provides the following: (i) customised market research (“CMR”) services; (ii) retail measurement services (“RMS”); (iii) consumer panel services (“CPS”); and (iv) advanced retail analytics services.

4. In Singapore, NIQ is active in the following business activities: (i) CMR; (ii) RMS for the FMCG market; and (ii) CPS.

GfK

5. GfK provides market research and media measurement services primarily in the non-FMCG sector: (i) CMR services; (ii) RMS; (iii) CPS; (iv) media-consumption measurement services; and (v) predominantly syndicated media and market research.

6. In Singapore, GfK is active in the following business activities: (i) CMR services; (ii) RMS for the non-FMCG market; and (iii) media-consumption measurement services.

The Proposed Transaction

7. The Parties submitted that NIQ and GfK only overlap in the supply of CMR services in Singapore (the “Relevant Market”).

8. According to the Parties, the Proposed Transaction will not result in a substantial lessening of competition in Singapore because:

i. There are no material barriers to entry or expansion in the Relevant Market as the key input (i.e., survey data) for CMR services is widely available and there are limited operating costs required to provide such services;

ii. Customers can switch easily between suppliers of CMR services. CMR activities are carried out on an ad hoc, project-by-project basis such that each CMR activity that a provider undertakes is tailored to respond to a customer’s specific needs. There are also no barriers to switching for customers on a project-by-project basis. Further, any barriers to switching during an instruction are generally low in terms of cost and time needed;

iii. Customers can carry out their own customised market research in-house rather than using a third-party CMR provider, through the use of online survey platforms; and

iv. There are numerous strong existing and potential competitors who can easily expand or enter the Relevant Market, and would be able to exercise strong competitive constraints on the merged entity.

9. The Parties also submitted that the Proposed Transaction will not lead to collusion in the Relevant Market because:

i. The market for CMR services is fragmented and highly competitive so it would be impossible for the merged entity to align or coordinate its behaviour with other competitors; and

ii. The barriers to entry to the market for CMR services are low.

Public Consultation

10. CCCS is inviting public feedback on the Proposed Transaction from 9 November 2022 to 23 November 2022, 5 p.m.

11. More information on the public consultation can be accessed and downloaded from the CCCS website at www.cccs.gov.sg under the section “Public Consultation”. If the submission or correspondence contains confidential information, please also provide CCCS with a non-confidential version of the submission or correspondence.

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About The Competition and Consumer Commission of Singapore (CCCS)

CCCS is a statutory board of the Ministry of Trade and Industry. CCCS administers and enforces the Competition Act 2004 which empowers CCCS to investigate and adjudicate anti-competitive activities, issue directions to stop and/or prevent anti-competitive activities and impose financial penalties. CCCS is also the administering agency of the Consumer Protection (Fair Trading) Act 2003 which protects consumers against unfair trade practices in Singapore. Our mission is to make markets work well to create opportunities and choices for businesses and consumers in Singapore. 

For more information, please visit www.cccs.gov.sg.

^[1] Advent Topco is an investment company and its sole investment in the market research sector is NIQ.