LONDON — Viagogo’s $4 billion acquisition of StubHub faces further scrutiny after the U.K.’s competition watchdog opened an “in-depth investigation” into the merger.
The Competition and Markets Authority (CMA) announced on Thursday (June 25) that Viagogo has failed to address its concerns that the merger could result in a substantial lessening of competition, leading to music fans paying more for tickets.
As a result, the regulator has launched a “Phase 2” inquiry into the deal before deciding what, if any action, should be taken. Phase 2 investigations by the CMA are conducted by an independent panel and can last up to 24 weeks (extended by up to eight weeks in special circumstances).
If the CMA rules that the merger of Viagogo and StubHub does substantially restrict competition in the U.K.’s secondary ticketing market it can push for Viagogo to divest all or part of the acquired business.
Responding to the CMA’s decision, a Viagogo spokesperson said the company “will continue to work diligently with the CMA during Phase 2 of their review. We remain committed to our belief that the combination of the two companies is a good move for customers worldwide.”
Viagogo completed its $4 billion acquisition of fellow resale ticketing site StubHub from former owner eBay in February, one month before the coronavirus pandemic brought the global live industry to a standstill.
Because of the CMA’s ongoing investigation and an enforcement order it filed in February, just prior to the deal closing, the two companies must continue to remain separate and distinct until a final ruling has been made.
That includes not making changes to key staff, the merging of brand identities and the sharing of software and hardware that leads to the integration of StubHub with Viagogo.
Breaching the terms of the enforcement order can result in a fine of up to 5% of a company’s revenue — both inside and outside the U.K. — and possible imprisonment for up to two years.
Following Thursday’s confirmation of a Phase 2 investigation, StubHub said it would fully cooperate with the U.K. watchdog as it conducts its inquiry. “During this period, the StubHub and Viagogo brands and operations will continue to be held separate as agreed with the CMA,” said a spokesperson in a statement provided to Billboard.
“We look forward to the day when the companies can combine to provide consumers wider access to their favourite events,” they added.
According to the CMA, Viagogo and StubHub are the number one and number two biggest players respectively in in the U.K.’s secondary ticketing market with a combined market share of more than 80%.
The regulator says that while coronavirus had heavily impacted on the live events industry, it has seen no evidence that either company would be more adversely affected than any of their competitors.
“We are therefore concerned that this transaction could lead to customers losing out through higher prices, less innovation and a lack of real choice,” said Andrea Gomes da Silva, CMA’s executive director for markets and mergers.
Adam Webb, campaign manager for U.K.-based FanFair Alliance, said the merger raises “acute competition concerns, particularly in the U.K.”
“Even in the midst of the COVID-19 crisis, the thought of such a business monopolising ‘for profit’ secondary ticketing remains highly problematic,” said Webb.
Those fears are shared by non-profit organization the Face-value European Alliance for Ticketing (FEAT), representing live event companies from across Europe.
“All aspects of the dysfunctional secondary market need scrutiny,” said FEAT director Sam Shemtob. “We trust that the relevant authorities across Europe are taking notice of the regulator’s findings so far,” he said.
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.