UNITED STATES OF AMERICA
In the Matter of
VNU N.V., a corporation.
Docket No. C-3900
The Federal Trade Commission ("Commission"), having reason to believe that Respondent, VNU N.V. ("VNU"), a corporation subject to the jurisdiction of the Commission, has agreed to acquire all the voting stock of Nielsen Media Research, Inc. ("Nielsen"), a corporation subject to the jurisdiction of the Commission, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15.U.S.C. § 45, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its Complaint, stating its charges as follows:
1. "Advertising Expenditure Measurement Services" means the collection, management, storage, delivery, research, development and sale of advertising occurrence and expenditure information collected from any media source, including but not limited to: (1) national broadcast television; (2) local broadcast television; (3) national syndication; (4) local syndication; (5) national cable; (6) local cable; (7) national radio; (8) local radio; (9) national magazines; (10) local magazines; (11) trade magazines; (12) Sunday magazines; (13) national newspapers; (14) local newspapers; and (15) outdoor advertising.
2. "Competitive Media Reporting Division" or "CMR" means the division of VNU that collects, manages, stores, delivers, researches, develops and sells, among other things, Advertising Expenditure Measurement Services.
3. "Monitor Plus" means the division of Nielsen that collects, manages, stores, delivers, researches, develops and sells, among other things, Advertising Expenditure Measurement Services.
4. "Merger Agreement" means the Agreement and Plan of Merger among VNU N.V., through its subsidiary, VNU U.S.A., Inc., and Nielsen Media Research, Inc., dated August 16, 1999.
5. "Respondent" means VNU N.V.
6. Respondent VNU is a corporation organized, existing and doing business under and by virtue of the laws of The Netherlands, with its office and principal place of business located at Ceylonspoort 5-25, 2003 E.A. Haarlem, The Netherlands. Respondent, among other things, is engaged in the research, development, production and sale of media-related products, including Advertising Expenditure Measurement Services through CMR.
7. Pursuant to the Merger Agreement, Respondent will make a cash tender offer for 100 percent of the voting securities of Nielsen.
8. espondent is, and at all times relevant herein has been, engaged in commerce, as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12, and is a corporation whose business is in, or affects, commerce, as "commerce" is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 44.
III. THE ACQUIRED COMPANY
9. Nielsen is a corporation organized, existing, and doing business under and by virtue of the laws of the state of Delaware, with its principal place of business located at 299 Park Avenue, New York, New York, 10171. Among other media related products, Nielsen offers Advertising Expenditure Measurement Services.
IV. THE ACQUISITION
10. On August 16, 1999, VNU and Nielsen entered into a Merger Agreement under which VNU is to acquire through a cash tender offer 100 percent of the voting securities of Nielsen valued at approximately $2.5 billion ("Acquisition").
V. THE RELEVANT MARKET
11. For the purposes of this Complaint, the relevant line of commerce in which to analyze the effects of the Acquisition is the furnishing of Advertising Expenditure Measurement Services.
12. For the purposes of this Complaint, the United States is the relevant geographic area in which to analyze the effects of the Acquisition in the relevant line of commerce.
VI. THE STRUCTURE OF THE MARKET
13. The market for Advertising Expenditure Measurement Services is highly concentrated as measured by the Herfindahl-Hirschman Index ("HHI"). CMR, a VNU subsidiary, and Monitor Plus, a division of Nielsen, are the only two suppliers of Advertising Expenditure Measurement Services in the United States. CMR holds a 72 percent market share, while Monitor Plus has a 28 percent market share, resulting in a pre-merger HHI of 5,968. The proposed acquisition would provide VNU with a monopoly position and a post-merger HHI of 10,000.
VII. BARRIERS TO ENTRY
14. Entry into the market for the collection and furnishing of advertising expenditure measurement data is unlikely and would not occur in a timely manner to deter or counteract the adverse competitive effects described in Paragraph 15, because of, among other things, the time and expense necessary to develop effective data collection technology, the time necessary to develop historical data, the prevalence of long term contracts limiting the number of customers available each year, the need to link occurrence data with ratings information, and the importance of an established reputation for accuracy.
VIII. EFFECTS OF THE ACQUISITION
15. The effects of the Acquisition, if consummated, may be substantially to lessen competition and to tend to create a monopoly in the relevant market in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC act, as amended, 15 U.S.C. § 45, in the following ways, among others:
IX. VIOLATIONS CHARGED
16. The Acquisition agreement described in Paragraph 10 constitutes a violation of Section 5 of the FTC Act, as amended, 15 U.S.C. § 45.
17. The Acquisition described in Paragraph 10, if consummated, would constitute a violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45.
WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission on this twenty-second day of October, 1999, issues its Complaint against said Respondent.
By the Commission.
Donald S. Clark