1 April 2024

(View the Media Release in PDF)

1. The Competition and Consumer Commission of Singapore (“CCCS”) had issued a set of Interim Measures Directions (the “IMDs”) to Delivery Hero SE, Foodpanda GmbH (Germany) and Delivery Hero (Singapore) Pte. Ltd. (collectively, “Delivery Hero”) as well as Grab Holdings Inc. (“Grab”) (each a “Party” and collectively the “Parties”) on 2 February 2024, in relation to the possible acquisition by Grab of the whole or part of the business of Delivery Hero in Southeast Asia, including Singapore (“Possible Transaction”).

2. Given the Possible Transaction and with the opening of CCCS’ investigations, the IMDs issued by CCCS aimed to ensure that the market remained open and contestable^[1] until the completion of CCCS’s investigation. The IMDs ceased to be in effect from 23 February 2024 after CCCS was informed that the Possible Transaction had been abandoned.

Background

3. On 10 January 2024, the CCCS commenced an investigation into whether the Possible Transaction would infringe section 54 of the Competition Act 2004 (the “Act”). At the time, CCCS had reason to suspect that the Possible Transaction might result in a substantial lessening of competition in the market for the supply of online food ordering and delivery (“OFOD”) services in Singapore, which is characterised by few large players, high entry barriers and strong network effects.^[2]

 4. CCCS issued the IMDs to the Parties in respect of their OFOD business entities in Singapore in order to prevent any action that may prejudice CCCS’s investigations or its ability to direct any remedies under the Act should the need arise. The IMDs took effect from 2 February 2024, and were specified to remain in effect until: (i) the completion of CCCS’s review of the Singapore Merger^[3]; (ii) the Parties informed CCCS that the Possible Transaction was abandoned; or (iii) the IMDs were varied, suspended or revoked by CCCS.

5. A copy of the IMDs can be found on CCCS’s Public Register here: http://www.cccs.gov.sg/cases-and-commitments/public-register.

Measures to keep the market open and contestable

6.  Under the IMDs, CCCS directed the Parties to not, amongst other things, take or omit to take any action to achieve and which causes or contributes to any of the following in the OFOD services in Singapore:

a. the integration of the Parties’ OFOD services businesses in Singapore;

b. the effecting of any agreement between the Parties (or their related entities) that would materially impair the ability or incentive of either Party to compete independently in the OFOD services in Singapore; or

c. materially impact the viability and saleability of Delivery Hero’s Foodpanda businesses in Singapore such as to prejudice CCCS’s ability to direct a divestment subsequently if necessary.

7. In particular, CCCS issued, amongst other things, the following directions to the Parties:

a.The Parties shall not share confidential business information with each other, except where necessary for regulatory compliance or to advance any negotiations or due diligence in relation to a Singapore Merger;

b.The Parties shall deal with each other at arm’s length, without unduly favouring each other against other competitors in any Singapore market;

c.Grab shall not make any payment to Delivery Hero, and Delivery Hero shall not receive any payment from Grab, in cash, stock or otherwise, in connection with a Singapore Merger;

d.Delivery Hero shall not take any deliberate or active steps to induce delivery riders, F&B merchants or customers of its Foodpanda business to migrate to Grab’s platform in Singapore; and

e.The Parties shall not divest control of their respective OFOD businesses in Singapore to each other, and shall maintain their businesses and brand separate and independent from each other in Singapore.

8.  The IMDs ceased to have effect from 23 February 2024. CCCS will continue to monitor market practices and will take necessary action to protect the market against mergers or acquisitions which may substantially lessen competition in Singapore.

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