Dye & Durham Limited

On 8 September 2022, the ACCC announced it had accepted an undertaking (the Undertaking) given by Dye & Durham Limited and its subsidiary Dye & Durham Holdings Pty Ltd (D&D) pursuant to s 87B of the Competition and Consumer Act 2010 (Cth) (the Act) in connection with D&D’s proposal to acquire 100% of the share capital in Link Administration Holdings Limited (together with its subsidiaries, the Link Group) (the Proposed Acquisition). The Link Group holds a 42.77% shareholding in PEXA Group Limited (PEXA).

The ACCC is concerned that, in the absence of the Undertaking, the Proposed Acquisition would have the effect, or be likely to have the effect, of substantially lessening competition in one or more markets within the conveyancing workflow. 

By acquiring Link, D&D would gain the 42.77% shareholding in PEXA that Link currently owns. It is the potential vertical integration of D&D’s operations and PEXA that gives rise to the competition concerns.

Objective of the Undertaking

The objective of the Undertaking is to address the ACCC’s concerns as set out in the Undertaking that would otherwise arise as a consequence of the Proposed Acquisition.

The Undertaking aims to achieve this objective by placing obligations on D&D to:

1. ensure that the Divestiture Business is sold to an Approved Purchaser that will result in the creation or strengthening of a viable, effective, stand-alone, independent and long-term competitor for each of information search and broking services, practice management software and manual property settlement services in Australia;
2. ensure that the purchaser of the Divestiture Business has all the necessary associated assets and rights to compete effectively for information search and broking services, practice management software and manual property settlement services;
3. maintain the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to divestiture;
4. hold its interest in the Divestiture Business separate from its other assets and businesses (including the interest D&D will acquire in PEXA) and ensure it is operated separately from those assets and businesses pending divestiture of the Divestiture Business;
5. appoint an Approved Independent Manager to oversee the Divestiture Business from the Control Date until completion of the divestiture of the Divestiture Business; and
6. provide for the effective oversight of D&D’s compliance with the Undertaking.

Undertaking withdrawn

D&D sought the ACCC’s consent to the withdrawal of the Undertaking pursuant to s 87B(2) of the Act.  As D&D’s proposed acquisition of Link is no longer proceeding, the ACCC provided its consent to withdraw the Undertaking in its entirety on 20 October 2022.