Tabcorp Holdings Limited - s.87B undertaking

On 22 June 2017, the Australian Competition Tribunal (the Tribunal) granted authorisation of the proposed acquisition by Tabcorp Holdings Limited (Tabcorp) of the issued share capital of Tatts Group Limited (Tatts) (the Proposed Acquisition), on condition that Tabcorp offer this undertaking to the ACCC.

On 25 November 2016, the ACCC commenced a public review of the Proposed Acquisition.  Subsequently, on 9 March 2017 after conducting market inquiries, the ACCC published a Statement of Issues, which expressed the ACCC’s preliminary view that there were several issues that may raise competition concerns including, as relevant to this Undertaking, regarding the supply of electronic gaming machine (EGM) monitoring services and ancillary services in Queensland.

On 13 March 2017, Tabcorp applied to the Tribunal for authorisation for the Proposed Acquisition under section 95AT of the Competition and Consumer Act 2010 (Cth).

For the purposes of its application to the Tribunal, Tabcorp accepted that the Proposed Acquisition would result in some detriment in a market or markets in which EGM monitoring services and ancillary services are provided in Queensland. Tabcorp agreed to divest Odyssey Gaming Limited (the Divestiture Business) pursuant to this Undertaking to redress that detriment.

The objective of the Undertaking is to address the detriments that could otherwise arise as a consequence of the Proposed Acquisition. The Undertaking aims to achieve this objective by: 

1. ensuring that the Divestiture Business is sold to an Approved Purchaser
2. creating or strengthening a viable, effective, stand-alone, independent and long term competitor for a market or markets in which EGM monitoring services are supplied in Queensland
3. ensuring that the purchaser of the Divestiture Business has all the necessary associated assets and rights to compete effectively with Tabcorp in a market or markets in which EGM monitoring services are supplied in Queensland
4. maintaining the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to divestiture
5. providing for the effective oversight of Tabcorp’s compliance with the Undertaking.