1. The Competition and Consumer Commission of Singapore (“CCCS”) has cleared the proposed acquisition by AI PAVE Dutchco I B.V. (“Advent Topco”) of GfK SE (“GfK”) (collectively, the “Parties") (the “Proposed Transaction”). The Proposed Transaction will combine the businesses of GfK and NielsenIQ (“NIQ”), which is wholly owned by Advent Topco. Following the completion of the Proposed Transaction, GfK will also be a wholly-owned, indirect subsidiary of Advent Topco.

2. Following its assessment, CCCS has concluded that the Proposed Transaction, if carried into effect, will not infringe section 54 of the Competition Act 2004 (the “Act”), which prohibits mergers which have resulted, or may be expected to result, in a substantial lessening of competition (“SLC”) within any market in Singapore.

Background

3. CCCS accepted a joint application from the Parties on 31 October 2022 for a decision on whether the Proposed Transaction would infringe section 54 of the Act.

The Parties

Advent Topco / NIQ

4. Advent Topco is an investment holding company located in the Netherlands. Its sole investment in the market research sector is NIQ. NIQ is wholly owned by Advent Topco and is based in the United States. It provides market research services, primarily to clients in the fast-moving consumer goods (“FMCG”) sector. NIQ’s market research services are as follows: (i) customised market research (“CMR”) services; (ii) retail measurement services (“RMS”); (iii) consumer panel services (“CPS”); and (iv) advanced retail analytics services for the FMCG sector.

5. In Singapore, NIQ provides (i) CMR services; (ii) RMS for the FMCG market; and (iii) CPS.

GfK

6. GfK is registered in Germany and provides market research and media measurement services, primarily to clients in the non-FMCG sector. GfK’s market research services are as follows: (i) CMR services; (ii) RMS; (iii) CPS; (iv) media consumption measurement services; and (v) predominantly syndicated media and market research.

7. In Singapore, GfK provides (i) CMR services; (ii) RMS for the non-FMCG market; and (iii) media consumption measurement services.

CCCS’s Assessment

8. CCCS conducted a public consultation from 9 November to 23 November 2022 and contacted 73 stakeholders, including competitors and customers of the Parties.

Relevant Market Affected by the Proposed Transaction

9. CCCS focused on the impact of the Proposed Transaction on competition in the market for CMR services (“Relevant Market”) which provide insights into consumer behaviour and preferences.

10. Whilst each of the Parties also provides RMS in Singapore, CCCS noted that NIQ provides RMS in respect of the FMCG sector, whereas GfK provides RMS for the non-FMCG sector. After receiving third party feedback during the public consultation, CCCS assessed that RMS for FMCG and RMS for non-FMCG are two distinct product markets and accordingly, there is no horizontal overlap between the Parties in respect of RMS.

Competition Assessment

11. After evaluating all relevant information, CCCS has concluded that the Proposed Transaction, if carried into effect, will not lead to a SLC in Singapore in the Relevant Market due to the following:

a) It would not be difficult for customers to switch from one CMR service provider to another as the Relevant Market is fragmented with a diverse and wide range of suppliers, consisting of both large and small players. Customers can also negotiate with CMR service providers on price and terms of service.

b) The Parties are unlikely to hold significant market power as the post-merger market shares of the Parties are likely to be low given the fragmented nature of the Relevant Market.   

c) The barriers to entry and expansion are likely to be low as a new entrant and/or existing competitor would generally be able to acquire the necessary capabilities to work on CMR projects. Further, to provide CMR services, service providers can outsource fieldwork to other providers and offer competitive prices to customers.

d) Collusion between competing CMR service providers is unlikely due to limited transparency in the procurement process as CMR services are generally procured through tenders and customised to each customer’s specific requirements. Furthermore, customers are able to switch between CMR service providers and source for new providers easily.

e) The Parties are unlikely to tie or bundle CMR services with other forms of research services such as RMS given the lack of ability and incentive to do so.

12. Further information on the notification and CCCS’s Grounds of Decision will be made available in due course on CCCS’s Public Register at www.cccs.gov.sg.