6601
Office of Fair Trading
07 May 2008



59/08                                                               7 May 2008

            OFT ACCEPTS UNDERTAKINGS IN BERKSHIRE NEWSPAPER MERGER

The OFT has decided today to accept the undertakings offered by Dunfermline
Press Ltd (DPL) to address the competition concerns arising from the completed
acquisition of eight Berkshire newspaper titles from Trinity Mirror plc. As a
result, this transaction will not be referred to the Competition Commission.

The acquisition gave DPL control over the only two local newspapers in the
Slough, Windsor and Eton areas and eliminated the close competition between the
parties' Observer and Express series of titles in these areas. The OFT's
starting point in such a case is that any divestment undertakings should be
clear-cut in restoring competition lost by the merger, as this avoids the need
for a new and detailed OFT inquiry at the remedies phase.

In this case, DPL offered to divest the entire Express series of newspapers to
an up-front buyer in order to avoid a reference to the Competition Commission,
and the OFT suspended its duty to refer on this basis.

DPL subsequently proposed Baylis, the owner of the Maidenhead Advertiser, as the
proposed purchaser. Since the Express is also circulated in Maidenhead, where
Baylis is by far the leading player, DPL proposed a customised divestment
package comprising all editions of the Express apart from the Maidenhead
edition, which DPL will retain.

In light of the evidence received from DPL and Baylis, the OFT considers that
the undertakings in this case constitute a clear-cut remedy that restores
competition. Overall, DPL's completed divestment of assets to Baylis will take
place little more than three months since the OFT's original decision suspending
the duty to refer. This is substantially shorter than in previous cases under
the Enterprise Act, and was largely driven by the OFT's resolve to reduce the
time taken to implement first-phase remedies and thereby restore competition -
as was the case here - or to refer to the Competition Commission if no suitable
and expeditious solution can be found.

Simon Pritchard, OFT Senior Director of Mergers, said:
'Our handling of this case has three headline points for future first-phase
remedy cases. First, when questions over the asset package or suitable buyers
may arise, we will manage risk by stipulating an up-front buyer. Second, we will
be open-minded to crafting a customised but comprehensive divestment remedy for
an up-front purchaser where this can be done swiftly and without exposing
consumers to risk. Third, speed is important to us, and we are confident that a
general sense of urgency in executing appropriate OFT remedies is the right way
forward for consumers and business.'

NOTES

1. The Reference Test - the OFT has a duty to make a reference to the
Competition Commission if the OFT believes that it is or may be the case that
relevant merger situation has been created; and the creation of that situation
has resulted, or may be expected to result, in a substantial lessening of
competition within any market or markets in the United Kingdom for goods or
services.

2. Under the Enterprise Act 2002 a relevant merger situation is created if two
or more enterprises have ceased to be distinct enterprises; and the value of the
turnover in the United Kingdom of the enterprise being taken over exceeds £70
million; or as a result of the transaction, in relation to the supply of goods
or services of any description, a 25 per cent share of supply in the UK (or a
substantial part thereof) is created or enhanced.

3. Under section 73 of the Enterprise Act 2002 the OFT may, instead of making a
reference, and for the purpose of remedying, mitigating or preventing the
substantial lessening of competition concerned, or any adverse effect which has
or may have resulted from it or may be expected to result from it, accept from
such of the parties concerned as it considers appropriate undertakings to take
such action as it considers appropriate. In doing so, the OFT will have regard
to the need to achieve as comprehensive a solution as is reasonable and
practicable to the substantial lessening of competition and any adverse effects
resulting from it.

4. Upfront buyer- as stated in paragraph 119 of the OFT decision of 4 February
2008, the OFT considered that, in the circumstances of this case, in particular
given the loss-making nature of the Express series, a necessary requirement to
suspend the duty to refer and consider undertakings is that the divesture of the
Express series should be to a suitable purchaser approved by the OFT before the
OFT consults on the undertakings prior to acceptance. This means that the OFT
consulted publicly on the suitability of Baylis as the proposed purchaser, as
well as any other aspects of the draft undertakings, during the public
consultation period.

5. Before accepting any such undertakings the OFT shall give notice of the
proposed undertakings under Schedule 10 of the Enterprise Act 2002, and consider
any representations made in accordance with that notice.

6. The full text of this decision will appear in the mergers section.

MEDIA enquiries: 020 7211+
Corinne Gladstone 8899 Kasia Reardon 8901
Jonathan Marciano 8898

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