TDI Worldwide Inc. / Metro Poster Advertising Ltd. [1998] IECA 501 (12th May, 1998)

TDI Worldwide Inc. / Metro Poster Advertising Ltd. [1998] IECA 501 (12th May, 1998)

The notified share purchase agreement, including ancillary non-compete and employee solicitation restrictions, does not prevent, restrict, or distort competition in the relevant markets and therefore does not offend Section 4(1) of the Competition Act, 1991, as the merger increases the ability of the combined entity to act as a competitive constraint on dominant firms without appreciably affecting market conditions.

Citation
[1998] IECA 501
Parties
Purchaser: TDI Metro Limited; Target Company: Metro Poster Advertising Limited; Vendor: Thomas Goddard; Vendor: James Carr
Jurisdiction
Ireland
Procedural Posture
Competition Authority Merger Notification / Final Decision
Outcome
certificate issued; agreement does not offend Section 4(1)
Legal Topics
Merger Control, Non Compete Clauses, Market Concentration, Sale of Business Agreements
Competition Law Merger Control Non Compete Clauses Market Concentration Sale of Business Agreements

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Parties

TDI Metro Limited

Purchaser

Metro Poster Advertising Limited

Target Company

Thomas Goddard

Vendor

James Carr

Vendor

Procedural Posture

Competition Authority Merger Notification / Final Decision

Legal Issues

  1. 1 Does the share purchase agreement offend Section 4(1) of the Competition Act, 1991?
  2. 2 Are the ancillary non-compete and employee solicitation restrictions anti-competitive under Section 4(1)?

Ratio Decidendi

The notified share purchase agreement, including ancillary non-compete and employee solicitation restrictions, does not prevent, restrict, or distort competition in the relevant markets and therefore does not offend Section 4(1) of the Competition Act, 1991, as the merger increases the ability of the combined entity to act as a competitive constraint on dominant firms without appreciably affecting market conditions.

Court Disposition

certificate issued; agreement does not offend Section 4(1)

Orders

  • The Competition Authority certifies that the Share Purchase Agreement between TDI Metro Limited, Thomas Goddard, and James Carr for the entire issued share capital of Metro Poster Advertising Limited does not offend against Section 4(1) of the Competition Act, 1991, as amended.