Mobile JV Pty Limited

On 21 September 2018, the ACCC accepted an undertaking (the Undertaking) from Mobile JV Pty Limited pursuant to s87B of the Competition and Consumer Act 2010 (Cth) in connection with the proposed merger of TPG Telecom Limited (TPG) and Vodafone Hutchison Australia Pty Limited (VHA) (the Proposed Merger) and the joint venture between TPG and VHA.

On or about 30 August 2018, subsidiaries of TPG and VHA entered into a joint venture arrangement. On 31 August 2018 the joint venture submitted an application to the Australian Communications and Media Authority to participate in an auction of 3.6 GHz spectrum. The auction is expected to commence in late November 2018.

The joint venture intends to acquire, hold and allocate the 3.6 GHz spectrum. In addition, TPG and VHA propose to negotiate expanding the business of the joint venture in the future, including to acquire future spectrum licences and/or facilitate various forms of efficient spectrum and network sharing including a shared 5G Radio Access Network.

The ACCC is concerned to ensure that the core existing operations of TPG and VHA are managed and maintained independently of each other while the ACCC conducts a review of the Proposed Merger.

The Undertaking:

1. restrains the joint venture for six months from acquiring mobile network infrastructure assets other than those acquired in the November 2018 auction of 3.6 GHz spectrum
2. for a further three months after the initial six month period, requires the joint venture to give at least three weeks’ notice to the ACCC before entering into any agreement to acquire such assets, and
3. requires the joint venture to provide the ACCC with written statements of its compliance with the Undertaking.

The joint venture has acknowledged that ACCC acceptance of the Undertaking is not approval or authorisation of the joint venture in any way, including in respect of the joint venture bidding for and acquiring 3.6 GHz spectrum, and that the acceptance of the Undertaking by the ACCC is without prejudice to the investigation into the joint venture or any subsequent proceedings. The parties also acknowledge that the ACCC may still decide to take action in relation to any aspect of the joint venture or the Proposed Merger.