LN/Ticketmaster likely to need EU approval

Both companies are operational in member states

LONDON -- Live Nation/Ticketmaster declined comment on its specific merger approval strategy for Europe, but the deal is likely to require clearance by the European Commission.

Both companies are operational in multiple European Union member states and are likely to meet turnover thresholds that would trigger EC involvement, thereby enabling them to bypass individual member states' regulatory processes.

Ticketmaster Europe has operations in the U.K., Ireland, Finland, Denmark, Sweden, the Netherlands, Germany and Spain, as well as non-EU member states Norway and Turkey. In addition, there are affiliates in France, Hungary, Poland, Portugal and Slovakia, according to its Web site, and it also owns U.K. secondary-ticketing business Get Me In.

Live Nation's business in Europe is much more extensive than the European assets of Ticketmaster. Through a series of aggressive acquisitions, by 2006, the conglomerate owned a string of independent European promotion and management houses.

They included Italy's Milano Concerti, and Mojo Concerts in the Netherlands. In Scandinavia, Live Nation Sweden originated from EMA Telstar, Live Nation Norway was formed after the purchase of Gunnar Eide Concerts, while DBK Motor and Welldone Agency & Promotion became Live Nation Denmark and Finland respectively. In 2008, it extended its Swedish operations by buying 100% of promotion firm Luger, and management company Moondog Entertainment. Live Nation also bought stakes in Jackie Lombard Productions in France, and Spain's Gamerco.

Via subsidiary Festival Republic, Live Nation runs the region's biggest festival Glastonbury, plus the Reading and Leeds festival and Latitude. Via Dutch subsidiary Mojo, it promotes outdoor events such as the North Sea Jazz, Pinkpop and Lowlands; and it owns Belgian festival Rock Werchter on continental Europe. Other assets in Europe include the Dutch venue Heineken Music Hall and the Arras France festival.

In London, Live Nation operates a host of venues, including the 12,750-capacity Wembley Arena and has shares in the Academy Music Group, which has a portfolio of venues like London's O2 Shepherds Bush Empire, O2 Academy Brixton and O2 Academy Islington.

Other U.K. venue businesses include the management of the Cardiff International Arena and Sheffield Arena, plus a chain of regional theater houses such as the London Lyceum and the Edinburgh Playhouse. Ireland's the O2 Dublin is also part owned by Live Nation.

Once the companies have formally asked the EC to approve the merger, it would then be examined to see if it would significantly impede effective competition in the EU. If it does not, it would be approved unconditionally. If it does, the EC could prohibit the merger or, more commonly, approve it conditionally.

The commission has not dealt with any similar live business mergers in recent years, but some pointers can be gleaned from its approach to the 2004 Sony BMG merger and the 2006 Universal Music Publishing Group/BMG Publishing tie-up.

In the former, the merger was initially approved without conditions, only for European indies group Impala to challenge the decision in the European Court of First Instance. That court annulled the original decision, although the merger was subsequently reapproved.

When the EC addressed UMPG's takeover of BMG Music Publishing, it took care to launch a second phase of merger investigations after its initial examination found competition concerns. The merger was finally approved in 2007 after Universal agreed to disperse of certain key assets.

While Ticketmaster and Live Nation do not compete directly in Europe, the EC would be likely to examine issues of vertical as well as horizontal integration, while issues of market access are also likely to feature.

The United Kingdom's own regulatory body, the Office of Fair Trading has previously dealt with smaller touring sector mergers. It approved Clear Channel Entertainment (now Live Nation) and Gaiety Investments' acquisition of Mean Fiddler Music Group in 2005, but referred Live Nation/Gaiety-owned Hamsard's acquisition of venue group Academy Music Holdings to the Competition Commission. Approval was subsequently granted, subject to the group selling off two of its venues.

Live Nation issued a statement reading: "We'd anticipate regulatory interest in any deal of this nature, and we look forward to discussing the benefits of the merger with the regulators, as well as answering any questions that they may have."