For Viagogo and StubHub, that means that they cannot take any action that leads to the integration of StubHub with Viagogo, including changes to key staff, the merging of brand identities and the sharing of software and hardware.
Customer and supplier lists must also be operated separately, while neither party is allowed to negotiate with external businesses on the other’s behalf.
The order additionally states that “no business secrets, know-how [or] commercially-sensitive information” shall be shared between the two companies “except where strictly necessary” and that all existing contracts are serviced by the company they were awarded to.
Beginning Feb. 21, CEOs (or other senior execs) from both Viagogo and StubHub are required to report to the CMA every two weeks and confirm they are complying with the terms of the order. Breaching the terms of the CMA order can result in a fine of up to 5% of a company's turnover -- both inside and outside the U.K. -- and possible imprisonment for up to two years.
The CMA filed the enforcement order Friday, claiming that it “has reasonable grounds for suspecting” that arrangements are already in progress regarding the integration of StubHub into Viagogo.
Responding to the order, Viagogo managing director Cris Miller said the requirement to keep the two secondary ticket platforms separate “is an expected part of the merger process and we fully acknowledge the importance of the CMA’s examination into the deal.”
Noting that the acquisition has received regulatory approval in the U.S., Miller said Viagogo and StubHub “will remain separate globally, allowing the CMA to complete its inquiry and consider our evidence that this deal is a positive move for fans.”
A spokesperson for eBay-owned StubHub said the “CMA order is consistent with the approach we have taken throughout this process and eBay and StubHub will continue to cooperate with the CMA.”
The spokesperson said they do not anticipate the order having “any impact to the planned close” of the merger, which they expect to complete by the end of the first quarter 2020.
“We believe that StubHub and Viagogo will be an excellent combination with significant future growth potential and will offer tremendous value to fans and partners alike,” said the spokesperson.
That’s not a view shared by Adam Webb, campaign manager for U.K.-based FanFair Alliance, however.
Unlike in North America, Viagogo and StubHub are the only two major "for profit" secondary ticket platforms still operating in Britain after Ticketmaster shuttered its two resale sites, GetMeIn and Seatwave, in late 2018 and replaced them with a fan-to-fan ticket exchange.
That means “large-scale resellers are effectively limited to selling via Viagogo and StubHub,” Webb tells Billboard.
“I think there's growing realisation that allowing those two sites to merge and effectively monopolise that sector of the market as a single entity brings with it major problems, especially given the chequered and controversial history of Viagogo,” he says.
In September 2019, the CMA dropped a long-running court action into Viagogo’s business practices after the Switzerland-based company made a number of changes to comply with U.K. consumer law.
The controversial secondary ticketing platform has also been subject to inquiries by the Digital, Culture, Media and Sport committee and Advertising Standards Authority in the U.K., as well as consumer group investigations in Australia, France, Switzerland and New Zealand following a wave of consumer complaints.