S.I. No. 331/1981 - Proposed Merger Or Take-Over Conditional Order, 1981.

The Minister for Trade, Commerce and Tourism, having considered a report of the Examiner of Restrictive Practices made under section 8 (1) of the Mergers, Take-overs and Monopolies (Control) Act, 1978 (No. 17 of 1978), having complied with section 9 (3) of that Act and thinking that the exigencies of the common good so warrant, hereby, in exercise of the power conferred on him by section 9 of that Act and by the Industry, Commerce and Tourism (Alteration of Name of Department and Title of Minister) Order, 1981 ( S.I. No. 290 of 1981 ), makes the following Order:

1. This Order may be cited as the Proposed Merger or Take-over Conditional Order, 1981.

2. The proposed merger or take-over involving the enterprise Smurfit Investments (Ireland) Limited and the enterprise Bedstone Limited, which was notified under section 5 of the Mergers, Take-overs and Monopolies (Control) Act, 1978 (No. 17 of 1978), to the Minister on the 29th day of April, 1981, is hereby prohibited except on the conditions specified in Article 4 of this Order.

3. The reason for making this Order is that the proposed merger or take-over would be likely to restrict competition and to restrain the provision of the service of independent comment on business and economic matters.

4. The conditions referred to in Article 2 of this Order are:-

(1) that ownership of the right to publish the magazine entitled, on the date of the making of this Order, “Irish Business”, shall be divested by Smurfit Investments (Ireland) Limited not later than the 30th day of April, 1982;

(2) that in complying with condition (1) of this Article, Smurfit Investments (Ireland) Limited shall not enter into any agreement in connection with such divestment with any person which is a subsidiary of, or is associated with, Smurfit Investments (Ireland) Limited or Jefferson Smurfit Group Limited, or who is a director, manager or other similar officer of, Smurfit Investments (Ireland) Limited or of Jefferson Smurfit Group Limited or of any company which is a subsidiary of, or is associated with, either of those companies;

(3) that the Minister shall be informed by Smurfit Investments (Ireland) Limited as soon as may be of the acquisition of the right to publish the magazine entitled, on the date of the making of this Order, “Irish Business”;

(4) that, notwithstanding the requirements of the Mergers, Take-overs and Monopolies (Control) Act, 1978 (No. 17 of 1978), as extended by the Mergers, Take-overs and Monopolies (Newspapers) Order, 1979 ( S.I. No. 17 of 1979 ), Smurfit Investments (Ireland) Limited shall inform the Minister of their compliance with condition (1) of this Article as soon as may be thereafter;

(5) that the proposed merger or take-over shall be effected within 12 months of the making of this Order.

EXPLANATORY NOTE.

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

The effect of the Order is to prohibit the proposed merger or take-over by Smurfit Investments (Ireland) Limited of Bedstone Limited except on certain conditions, the most important of which is that it divest itself of the right to publish the magazine known as “Irish Business” not later than 30th day of April, 1982.

The Order is effective from the date of its signature but may be annulled by a resolution of either House of the Oireachtas within 21 sitting days in either case.