Dutch Competition Regulator Blocks Media Merger Between Talpa And RTL

Law FirmBird & Bird
Subject Matterorporate/Commercial Law, Antitrust/Competition Law, M&A/Private Equity, Antitrust, EU Competition
AuthorMs Janneke Kohlen and Joost van Roosmalen
Published date13 March 2023

The Dutch competition regulator, theACM, has blocked a concentration between two of the biggest media companies in the Netherlands: Talpa Networks ("Talpa") and RTL Netherlands B.V. ("RTL"). RTL Group S.A. intended to acquire Talpa Network B.V. (the "Proposed Concentration"). The regulator believes that the Proposed Concentration would result in an impediment of effective competition as a result of the establishment of a dominant undertaking. Therefore, it decided not to grant a license for the Proposed Concentration


Talpa and RTL are, next to the Dutch public broadcaster NPO, two of the biggest TV and radio broadcasters in the Netherlands. Jointly, they would own eight national TV channels and four national radio stations.

The Dutch regulator announced the merger control notification of the Parties in October 2021. Following an extensive first phase investigation by the ACM, the regulator decided that an in-dept investigation (phase II) was necessary for the concentration due to concerns on the creation of dominance of the future company.

Phase I

In its phase-I decision, the ACM voiced various concerns that required a more in-depth investigation. The ACM was concerned about higher prices (which in the end harm consumers) since the combination of the two biggest commercial broadcasters would result in the merged entity having an overly strong market position in negotiations with 1) advertisers for TV adds, 2) distributors of TV channels and 3) producers of TV shows. Other concerns related to the reduction of quality of TV shows due to producers investing less in their productions when the joint company would develop more productions in-house. See the full phase I-decision of the ACM here (in Dutch). See the English press release here.

It follows from the phase-I decision and various media reports that the market definition has been heavily debated between the parties and the ACM. Talpa and RTL argued for a broad market for adds including TV, radio, online and printed, while the ACM believes that the market for adds via the TV constitutes a distinct market with a unique audience. When the phase II-decision...

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