Spring Grove/Conkenner [1993] IECA 148 (18th November, 1993)

Spring Grove/Conkenner [1993] IECA 148 (18th November, 1993)

The acquisition and the associated non-compete clauses, as amended, do not have the object or effect of preventing, restricting or distorting competition within the State or any part of the State, given the high level of in-house provision in the relevant market and the limitation of non-compete clauses to what is necessary to protect goodwill. Therefore, the agreement does not offend against section 4(1) of the Competition Act 1991.

Citation
[1993] IECA 148
Parties
Purchaser: Spring Grove Ireland Limited; Vendor: Initial Services (International) Limited (ISIL); Vendor Parent: BET plc; Target Company: Conkenner Limited; Purchaser Parent: P&O Services Group Limited
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification and Assessment / Final Decision and Certificate Issuance
Outcome
Certificate granted; agreement does not offend against section 4(1) of the Competition Act 1991.
Legal Topics
Non Compete Clauses, Market Definition, Merger Control, Ancillary Restraints, Section 4(1) Competition Act 1991
Competition Law Mergers and Acquisitions Non Compete Clauses Market Definition Merger Control Ancillary Restraints Section 4(1) Competition Act 1991

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Parties

Spring Grove Ireland Limited

Purchaser

Initial Services (International) Limited (ISIL)

Vendor

BET plc

Vendor Parent

Conkenner Limited

Target Company

P&O Services Group Limited

Purchaser Parent

Procedural Posture

Competition Authority Notification and Assessment / Final Decision and Certificate Issuance

Legal Issues

  1. 1 Whether the acquisition agreement and associated non-compete clauses offend against section 4(1) of the Competition Act 1991
  2. 2 Whether the relevant market is defined correctly to include in-house provision
  3. 3 Whether the duration and scope of non-compete clauses are justified and proportionate

Ratio Decidendi

The acquisition and the associated non-compete clauses, as amended, do not have the object or effect of preventing, restricting or distorting competition within the State or any part of the State, given the high level of in-house provision in the relevant market and the limitation of non-compete clauses to what is necessary to protect goodwill. Therefore, the agreement does not offend against section 4(1) of the Competition Act 1991.

Court Disposition

Certificate granted; agreement does not offend against section 4(1) of the Competition Act 1991.

Orders

  • The Competition Authority certifies that the agreement of 27 November 1992 between Spring Grove Ireland Limited, P&O Services Group Limited, Initial Services (International) Limited and BET plc for the acquisition of the entire issued share capital of Conkenner Limited by Spring Grove, as amended by a Supplemental...