From a speech to the Institute of Directors - Scotland, Edinburgh, 24 November1989.
2.
If the MMC decides that a proposed merger may not be expected to operate against the public interest, the Secretary of State has no grounds on which to intervene.
3.
The term ‘concentrations’ includes not just mergers and takeovers but certain kinds of joint ventures.
4.
Member states are entitled to suggest other legitimate interests to be added to the specified list, but the regulation makes it clear that such suggestions will be infrequently recognised by the European Commission, and should not be used as a means of arbitrary discrimination against foreign acquirers.
5.
Figures obtained from Trade and Industry Committee, ‘Takeovers and Mergers: Report together with the proceedings of the Committee’, HC 90, HMSO, 1991.
6.
Figures obtained from Trade and Industry Committee, ‘Takeovers and Mergers: memoranda of evidence’, HC 226–i, HMSO, 1991.
7.
However, the first condition was met following a ruling by the Takeover Panel.
8.
This point of view was made more explicit by a member of the House of Commons Select Committee on Trade and Industry, Keith Hampson MP, in a letter to the Financial Times (7 May 1992).
9.
This is consistent with the asset criterion, because the majority of banks' assets are loans and advances.
10.
See paragraphs 8.8 to 8.19 of Monopolies and Mergers Commission, ‘The Hongkong and Shanghai Banking Corporation, Standard Chartered Bank Limited and The Royal Bank of Scotland Group Limited: a report on the proposed mergers’, Cmnd 8472, HMSO, 1982.
11.
This was the proposed acquisition of ICI Fertilisers by Kemira Oy.
12.
‘OFT blow to Lloyds' plan to buy Midland’, Financial Times, 8May1992.
13.
It is often forgotten that the original bid by Guinness was referred to the MMC. However, no investigation took place; Guinness dropped its bid for Distillers when the referral was announced, thus allowing the MMC investigation to lapse before it began hearing evidence. Guinness then relaunched its bid, but with the proviso that the rights to certain brands of whisky would be sold to a third party (Whyte & Mackay) should the bid succeed, thus heading off the competition problems inherent in the original bid. The Director General of Fair Trading accepted this conditional divestment scheme as grounds for recommending that the revised bid should not be referred to the MMC, a view which was accepted by the Secretary of State for Industry. The takeover of Distillers was then successfully completed, and the divestment scheme was quickly put into operation.
