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EC clears Universal's purchase of EMI business

by Renee Cordes In Brussels  |  Published September 21, 2012 at 12:23 PM
The European Commission on Friday cleared Universal Music Group's $1.9 billion purchase of EMI Group. Ltd.'s recorded-music business after the buyer, owned by France's Vivendi SA, agreed to sell assets representing about 10% of combined revenue.

Wrapping up an in-depth probe launched six months ago, the Brussels-based regulator said it was satisfied that the planned divestments will preserve competition in the highly concentrated sector already led by Universal.

"The very significant commitments proposed by Universal will ensure that competition in the music industry is preserved and that European consumers continue to enjoy all its benefits," European Union Competition Commissioner Joaquín Almunia said in a statement.

Speaking to journalists in Brussels after the decision, the Spaniard said that without any divestments the enlarged company -- which combines two of the four so-called music majors -- would have been able to impose higher prices and more onerous licensing terms for digital music providers in 26 of the EU's 27 countries, leading to higher prices and fewer choices for consumers.

Taking advice from SJ Berwin LLP, Universal secured EC clearance after tweaking its remedy package in late August. But it faces an uphill battle to win approval from the Federal Trade Commission, where opponents are pressing for additional concessions.

Universal, which has already gained clearances in Japan, Australia and Canada, said it was "delighted" with the EC decision. "Today's approval brings to an end an extensive EU regulatory review, and the acquisition will benefit the artistic community and music industry," it said.

In Europe, the final divestment package -- representing 30% of EMI's global revenue and 10% of its revenue in Europe -- is much smaller than expected.

Assets to be put up for sale include EMI Recording Ltd., including the iconic Parlophone label (excluding the Beatles but including Coldplay, Lily Allen and David Bowie); EMI's Chrysalis label (featuring The Ramones, Jethro Tull and Spandau Ballet but excluding the Robbie Williams catalog); EMI Classics/Virgin Classics artists and composers; as well as Universal's Sanctuary label (featuring Black Sabbath and the Kinks) and Co-op Music Ltd. (a label licensing business selling artists such as Mumford and Sons and Garbage).

In addition, Universal has pledged to divest EMI national recorded-music operations in 10 European countries including EMI France (featuring the David Guetta catalog) and EMI Spain (featuring Macaco, Bebe and Luz Casal).

Impala, the Brussels-based lobby group for 4,000 independent record labels that has opposed the deal from the start, said it was not satisfied with the Commission's decision and may appeal the decision.

"Contrary to the basic principles of competition in cultural markets, artists and consumers will ultimately pay the price," Impala chairwoman Helen Smith said. "We will consider our options with our lawyers as soon as the full decision is published. In the meantime, it is vital that the divestments process balances the market and maximize competitive forces to the duopoly."

Interestingly, Almunia put the industry on notice that regulators would be monitoring the auctions. "If we consider that in this market new threats for competition emerge, we will act," he said in Friday's press conference.

He said that two-thirds of the assets would be sold in one block to ensure that EMI "as we know it" continues to exist, implying an impending tussle between the other globals, Sony Music Entertainment and Len Blavatnik's Warner Music Group, which had sought EMI's recorded-music business itself before being outbid by Universal.

The remaining assets will be offered to smaller independent companies with experience in music recording or publishing, said Almunia, adding that the Commission cannot impose a buyer for any of the assets.

Universal agreed to buy EMI's recorded-music publishing unit from Citigroup Inc. in November, three days after a Sony-led consortium struck a $2.2 billion deal to buy EMI Music Publishing. Citigroup put both units on the block after seizing EMI from Guy Hands' Terra Firma Capital Partners Ltd., which had defaulted on its loans five years after a £4.2 billion ($6.8 billion) leveraged buyout orchestrated just before financial markets collapsed.

The EC cleared the Sony deal in April after the buyers agreed to sell global publishing rights to four music catalogs, along with the worldwide rights to the recent and future musical works of 12 contemporary Anglo-American songwriters.

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Renee Cordes

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