Compass Lexecon Helps BT Achieve Unconditional Clearance of Merger With EE

Compass Lexecon experts provide oral and written evidence in complex merger

On January 15, 2016, the UK’s Competition and Markets Authority (“CMA”) unconditionally cleared the acquisition by BT Group plc (“BT”) of EE Limited (“EE”). The £12.5 billion acquisition combines the UK’s largest fixed telecoms business and the UK’s largest mobile telecoms business and is the most significant change to the UK telecommunications landscape in 15 years.

The CMA considered ten separate theories of competitive harm relating to the supply of mobile and fixed telecommunications services. The CMA also had to consider the implications of the regulatory framework within which the merged entity would operate. The CMA received a large volume of evidence during its inquiry; for example, it received around 50 submissions from third parties providing their views on the merger. It also held ten hearings with a range of interested third parties and received 18 responses to its provisional findings.

Compass Lexecon expert Neil Dryden provided oral evidence at BT’s hearing. Compass Lexecon experts Neil Dryden, Alison Oldale and Jorge Padilla also submitted multiple reports on the vertical theories of harm in the case, concerning BT’s supply of backhaul to mobile network operators (“MNOs”) and EE’s supply of wholesale mobile input to mobile virtual network operators (“MVNOs”). These reports modelled the complex theories of harm, and explained that the theories of harm depended on multiple necessary conditions that were unlikely to be satisfied.

BT was advised by Freshfields Bruckhaus Deringer, led by Rod Carlton in London, Peter Niggemann in Düsseldorf and Thomas Janssens in Brussels, assisted by Olivia Hagger, Devin Anderson, Tadeusz Gielas, Anna Huttenlauch and Matthew Sinclair-Thomson. EE was advised by Clifford Chance, led by Jenine Hulsmann in London, assisted by Samuel Bright and Chris Chapman, and also by Mark Simpson at Norton Rose Fulbright in London. EE shareholder Orange SA was represented by Stéphane Hautbourg at Gide Loyrette Nouel. Compass Lexecon experts were supported by a team including Peter Caradonna, Valérie Meunier, Lau Nilausen, Keshav Parthasarathy, Laura Phaff, Stefano Trento, and Antoine Victoria.