Statoil Ire. Ltd./Baldoyle Oil Co. Ltd. Asset Purchase Agreement [1998] IECA 493 (30th January, 1998)

Statoil Ire. Ltd./Baldoyle Oil Co. Ltd. Asset Purchase Agreement [1998] IECA 493 (30th January, 1998)

The Authority determined that the asset purchase agreement, including the non-compete clauses, does not appreciably lessen competition in the relevant markets for commercial derv, gasoil, and kerosene for domestic and commercial use. The relevant product markets are narrowly defined due to limited short-term substitutability and high switching costs. The geographic market is national. The non-compete provisions are ancillary and reasonable. The notified arrangements are approved and a certificate is granted.

Citation
[1998] IECA 493
Parties
Purchaser: Statoil Ireland Ltd.; Vendor: Baldoyle Oil Company Ltd.; Director/vendor: John Coughlan; Director/vendor: Helen Coughlan; Decision Maker: Competition Authority; Objector: Philip Lee (Lee McEvoy, Solicitors)
Jurisdiction
Ireland
Procedural Posture
Competition Authority Merger Notification / Final Decision on Asset Purchase Agreement Under Section 4 of the Competition Act, 1991
Outcome
Certificate granted under Section 4(4) of the Competition Act, 1991
Legal Topics
Asset Purchase Agreement, Non Compete Clauses, Market Definition, Vertical Integration, Ancillary Restrictions
Competition Law Merger Control Asset Purchase Agreement Non Compete Clauses Market Definition Vertical Integration Ancillary Restrictions

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Parties

Statoil Ireland Ltd.

Purchaser

Baldoyle Oil Company Ltd.

Vendor

John Coughlan

Director/vendor

Helen Coughlan

Director/vendor

Competition Authority

Decision Maker

Philip Lee (Lee McEvoy, Solicitors)

Objector

Procedural Posture

Competition Authority Merger Notification / Final Decision on Asset Purchase Agreement Under Section 4 of the Competition Act, 1991

Legal Issues

  1. 1 Whether the asset purchase agreement lessens competition in the relevant markets
  2. 2 Whether non-compete clauses constitute ancillary restrictions
  3. 3 Definition of relevant product and geographic markets

Ratio Decidendi

The Authority determined that the asset purchase agreement, including the non-compete clauses, does not appreciably lessen competition in the relevant markets for commercial derv, gasoil, and kerosene for domestic and commercial use. The relevant product markets are narrowly defined due to limited short-term substitutability and high switching costs. The geographic market is national. The non-compete provisions are ancillary and reasonable. The notified arrangements are approved and a certificate is granted.

Court Disposition

Certificate granted under Section 4(4) of the Competition Act, 1991

Orders

  • Approval of asset purchase agreement between Statoil Ireland Ltd. and Baldoyle Oil Company Ltd.
  • Non-compete clauses accepted as ancillary restrictions