The European Commission has approved unconditionally, under the EU Merger Regulation, the proposed acquisition of Inmarsat by Viasat.
The Commission concluded that the merger would not raise competition concerns in the European Economic Area (‘EEA’) or any substantial part of it.
The decision follows an in-depth investigation of the proposed acquisition of Inmarsat by Viasat. Both companies are providers of ‘two-way’ satellite-based communication services. Viasat owns and operates four geostationary earth orbit (‘GEO’) satellites and Inmarsat owns and operates fifteen GEO satellites. Inmarsat and Viasat use capacity from their own GEO satellites to provide services in the nascent market for the supply of broadband in-flight connectivity (‘IFC’) services to commercial airlines in the EEA and globally. In addition to providing satellite capacity to third party satellite service providers worldwide, both companies provide satellite services to customers across a range of other industry segments, including in the maritime, energy, government, and business aviation sectors, where overlaps are limited.
The Commission’s investigation
In the context of its in-depth investigation, the Commission assessed whether (i) the transaction might reduce competition in the market for the supply of broadband IFC services to commercial airlines in the EEA and/or globally; and (ii) new operators of non-GEO satellites having entered or planning to enter the IFC market are likely to exert sufficient competitive pressure on the merged entity in the near future.
During its in-depth investigation, the Commission gathered extensive information from a large number of (i) commercial airline customers; and (ii) Viasat’s and Inmarsat’s main competitors on the relevant market. The Commission found that:
The parties’ market position would remain moderate.
A number of sizable competitors would likely exert sufficient competitive pressure on the merged entity. Given that the market for the supply of IFC services to commercial airlines is nascent and growing, with significant excess broadband satellite capacity upstream, it provides significant opportunities for both current competitors and potential new entrants. Furthermore, the fungible nature of satellite capacity across end-uses and downstream industry segments makes entry or new partnerships likely.
The Commission therefore concluded that the transaction would raise no competition concerns in the EEA or any substantial part of it and cleared the case unconditionally.
Companies and products
Viasat, headquartered in the US, is a vertically integrated satellite network operator and satellite services provider. It has three core business segments: satellite services, commercial networks, and government systems. Besides owning and operating four GEO satellites, Viasat leases capacity on third-party satellites.
Inmarsat, headquartered in the UK, is a vertically integrated satellite network operator and satellite services provider. It owns and operates three proprietary satellite networks across its fleet of fifteen GEO satellites. Inmarsat’s business is organised into four customer segments: aviation, maritime, enterprise, and government.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).
There are currently 5 on-going phase II merger investigations: (i) the proposed creation of a joint venture by Orange and MasMovil; (ii) the proposed acquisition of Asiana by Korean Air; (iii) the proposed acquisition of VMware by Broadcom; (iv) the proposed acquisition of Lagardère by Vivendi; and (v) the proposed acquisition of eTraveli by Booking.
