Fieldfisher successfully intervenes in Competition Appeal Tribunal proceedings against AIM listing of TM Group
European law firm Fieldfisher has delivered a positive outcome for its client TM Group (UK) Limited (TM Group), a leader in the UK property search report bundles (PSRBs) market, following the conclusion of a Competition and Markets Authority (CMA) investigation blocking the company's acquisition by competitor Dye & Durham.
On 8 July 2021, Toronto Stock Exchange-listed Dye & Durham Limited, through its subsidiary Dye & Durham (UK) Limited, acquired TM Group. The CMA subsequently commenced an investigation and, in a report issued on 3 August 2022, found that the acquisition would result in a substantial lessening of competition (SLC) in the market for PSRBs. Both Dye & Durham and TM Group (the latter advised by Fieldfisher) had made a number of submissions to the CMA on its proposed remedies to address the SLC. The CMA's report found in favour of TM Group's position that a full divestiture of TM Group was the only effective remedy.
Following the CMA's finding, Fieldfisher advised TM Group on its acquisition by Germany-headquartered asset manager Aurelius Group (Aurelius) which was announced on 11 July 2023. During the course of the divestiture process, Dye & Durham sought to achieve the divestment of TM Group through an AIM admission. This was rejected by the CMA as a valid means of divestment. Dye & Durham then challenged the CMA's decision by issuing proceedings before the Competition Appeal Tribunal (CAT), in the course of which TM Group successfully secured permission to intervene in support of the CMA. The case tested novel grounds in UK competition law in determining what constitutes an effective divestiture remedy following a merger investigation. The CAT found in favour of the CMA and TM Group and dismissed Dye & Durham's appeal in its entirety on 10 July 2023.
The Fieldfisher team advising TM Group was led by Regulatory Partner Jessica Gardner and Director Aonghus Heatley on the competition law and regulatory aspects, Corporate Partner Keith Woodhouse on the corporate and commercial aspects of the sale to Aurelius, Brad Isaac on the proposed AIM admission and Dispute Resolution Partner Stephen May on the litigation before the CAT. TM Group was very ably represented in the CAT proceedings by Brick Court's Robert O'Donoghue KC.
Commenting on the matter, Fieldfisher Regulatory Partner Jessica Gardner said:
"We are thrilled to have delivered a positive outcome for TM Group after an eventful 12+ months of advising the business on its future. Intervening in the Competition Appeal Tribunal proceedings was a difficult strategic decision for TM Group, but one that was necessary to protect the interests of the business in the long-term. As is the case with each and every one of our clients, our focus is always on providing top-tier strategic advice that is pragmatic, actionable, qualitatively different to other market offerings and tailored towards the client's needs, both in terms of pricing and service delivery".