I INTRODUCTION

New Zealand’s competition law is contained in the Commerce Act 1986 (the Act). The merger control provision prohibits acquisitions of business assets or shares that have the effect or likely effect of substantially lessening competition in a New Zealand market.

The New Zealand Commerce Commission (NZCC) is an independent Crown entity responsible for administering the Act and determining applications for clearance or authorisation of proposed mergers.

The NZCC may grant clearance for a proposed acquisition if it is satisfied the acquisition will not be likely to have the effect of substantially lessening competition in a market. The NZCC may grant authorisation for a proposed acquisition if the applicant is able to demonstrate that the public benefit of the merger (efficiency or other gains) outweighs the detriment resulting from the lessening of competition.

The merger clearance and authorisation regime is voluntary. There are no compulsory notification thresholds.

i Relevant law

The purpose of the Act ‘is to promote competition in markets for the long-term benefit of consumers within New Zealand’. The Act promotes competition by prohibiting restrictive trade practices and business acquisitions that reduce the level of competition between businesses.

Section 47(1) of the Act is the merger control provision. It provides that:

A person must not acquire assets of a business or shares if the acquisition would have, or would be likely to have, the effect of substantially lessening competition in a market.

The NZCC has statutory powers enabling it to:

  • a grant, or decline to grant, applications for clearance or authorisation; and
  • b investigate and bring court proceedings for breaches of the merger control provision.

The NZCC cannot in its own right either determine whether the Act has been breached or impose penalties. Where the NZCC considers that an alleged breach of Section 47 warrants prosecution, it must bring civil proceedings before the courts and seek pecuniary penalties or other appropriate remedies.

ii Qualifying transactions

The Act does not provide any turnover or other thresholds over which a transaction is required to be notified. Instead, New Zealand’s merger clearance regime provides a voluntary regime under which parties may (but do not have to) seek clearance or authorisation for a proposed acquisition (discussed in further detail in Section III, infra). Clearance or authorisation is only available for proposed transactions and cannot be granted retrospectively.

The NZCC has specified ‘concentration indicators’ in its Mergers and Acquisitions Guidelines (July 2013) (see Section III.iii, infra).

iii Application to overseas entities

The only jurisdictional threshold is that the transaction affects a market in New Zealand. Section 4(3) of the Act provides that the prohibition against acquisitions that substantially lessen competition ‘extends to the acquisition outside New Zealand by a person (whether or not the person is resident or carries on business in New Zealand) of the assets of a business or shares to the extent that the acquisition affects a market in New Zealand’.

The Commerce (Cartels and Other Matters) Amendment Bill (Cartels Bill) proposes to amend this section with the introduction of a new regime to regulate overseas acquisitions with adverse competition effects in a market in New Zealand (see Section V, infra).

iv Overseas Investment Act 2005

The Overseas Investment Act 2005 (OIA) applies to acquisitions by ‘overseas persons’ of a 25 per cent or more direct or indirect ownership or controlling interest in significant business assets, ‘sensitive’ and ‘special’ land, farmland, or fishing quota. Under the OIA, consent must be obtained from the Overseas Investment Office for qualifying transactions.

For the purposes of the OIA, an overseas person includes:

  • a an individual who is not a New Zealand citizen and who is not ordinarily resident in New Zealand;
  • b a partnership, body corporate or trust where an overseas person or persons have 25 per cent or more ownership or control (based on composition of a governing body or beneficial ownership); and
  • c a company incorporated outside New Zealand, or in which an overseas person or persons hold 25 per cent or more of: any class of share; the power to control the company’s governing body; or voting rights.

An acquisition of ‘significant business assets’ occurs when the total expenditure involved, or price paid, or gross value of the assets (including shares) of the company or property being acquired, exceeds NZ$100 million. Higher thresholds apply to Australian overseas persons.

v Joint ventures

The merger control regime extends to joint ventures, which acquire shares or assets. Other purely contractual transactions engaged in by joint ventures (for example, long-term and exclusive contracts) are governed by the restrictive trade practices provisions of the Act.

vi Industry-specific merger control

The same merger control provision applies to all industries.

II YEAR IN REVIEW

i Applications from July 2015 to mid-2016

Over the past financial year, 14 applications for clearance were made to the NZCC.2 Of those applications, and as of the time of writing, the NZCC had cleared 11 applications, declined one, and was still processing two (see Section V.ii, infra). Two clearances were granted subject to divestments.

During the same time period, the NZCC received one application for authorisation of an acquisition. At the time of writing, that application was still being considered (see Section V.ii, infra).

ii Average time frames for clearance applications

Over the last financial year, the average time frame between registration of a clearance application and the NZCC’s final decision was 65.9 working days. The average number of working days to reach a decision has been steadily increasing, climbing from 60 working days in the 2013/2014 financial year to 64 in 2014/2015, and reaching almost 66 in 2015/2016.

New performance measure and ‘stop the clock’ provision

The NZCC has introduced a new performance measure of how many decisions on applications are made within 40 working days of registration (while the current statutory time frame is 10 working days, this is invariably extended by agreement).3 The new performance measure is 75 per cent.

The NZCC has recently observed that processing clearances is becoming more challenging.4 To have a measure of performance that is comparable to, and in fact favourable when compared with, other jurisdictions, the NZCC is introducing a ‘stop the clock’ provision.

Delays in the process that are outside the NZCC’s control will be excluded from the performance measure. Such delays include requests by parties for more time to respond to information requests, time assessing divestment undertakings and reviews of the merger by competition authorities in other jurisdictions.

No authorisation applications have been approved during the current financial year. However, the last authorisation application took a total of 13 months from registration to the final determination (see Section II.iv, infra).

iii Merger clearance decisions of interest

Merger clearance decisions of interest, published in the last 18 months, are given below.

Evolution/Austron5

In September 2015, the NZCC granted clearance to Evolution Healthcare (NZ) Pty Limited (Evolution) to acquire all of the shares in Austron Limited (Austron), subject to Evolution selling Boulcott Hospital.

Austron was the majority owner of Connor Limited, which, in turn, owned Bowen and Wakefield private hospitals. Evolution owned Boulcott Hospital in Lower Hutt, and was also a minority owner in Connor Limited.

Although Evolution’s acquisition of Austron would result in Evolution owning three of the four private hospitals in Wellington, the NZCC was satisfied that the acquisition would not have, or would not be likely to have, the effect of substantially lessening competition in any of the affected markets given the undertaking to divest of one of these hospitals.

Fedex/TNT6

In October 2015, the NZCC granted clearance for the New Zealand aspects of the global merger of FedEx Corporation (FedEx) and TNT Express NV (TNT). FedEx and TNT are global companies active in the provision of logistics, freight and small-package delivery services.

The NZCC focused on the competitive effects of the merger on the supply of express international delivery services for small packages, and whether sufficient competition would remain from other suppliers in that market. Ultimately, the NZCC concluded that the merger would not have the effect of substantially lessening competition in the affected markets, as strong competition would continue from DHL Express, the largest market participant, and other competitors such as UPS.

Vocus/M27

In December 2015, the NZCC cleared Vocus Communications Limited (Vocus) to acquire up to 100 per cent of the shares or assets in M2 Group Limited (M2). Both companies are Australia-based providers of telecommunications services with extensive operations in New Zealand.

The NZCC considered that the two companies were not close competitors for any of the services that they provided, and that strong competition would continue to be provided by Vodafone, Spark and Chorus.

Coty/P&G8

Clearance for the New Zealand aspects of Coty Inc’s (Coty) acquisition of a significant part of the global haircare, colouring and styling, colour cosmetics and fragrance businesses of the Procter and Gamble Company (P&G) was granted by the NZCC in February 2016.

Coty and P&G are both large international suppliers of hair and beauty products that distributed products in New Zealand through the same company.

The NZCC was satisfied that the affected markets contained a wide variety of brands, significant product turnover, and many active participants and, therefore, did not consider Coty would be able to gain substantial market power through this transaction.

Tennex Capital Limited/San-i-pak Limited9

Tennex Capital Limited (Tennex) was declined clearance to acquire the medical and quarantine waste business of San-i-pak Limited (San-i-pak). Both Tennex (through its subsidiary, International Waste (IWL)) and San-i-pak provided medical and quarantine waste collection, treatment and disposal services. Tennex operated in Auckland, Wellington, Christchurch and Dunedin, while San-i-pak operated in the greater Canterbury region.

The NZCC considered that, given that IWL and San-i-pak were the only parties in the South Island providing services for the treatment and disposal of medical and quarantine waste, post-acquisition IWL would (absent new entry) be the only supplier, and the market would go from being a duopoly to a monopoly.

Z Energy Limited/Chevron10

In April 2016, the NZCC cleared Z Energy Limited (Z) to acquire 100 per cent of the shares in Chevron New Zealand, which owned the Caltex and Challenge retail petrol brands. As a condition of clearance, Z had to divest 19 retail petrol sites and one truck stop in areas where the NZCC considered that competition would be substantially reduced as a result of the merger.

The decision followed a complex 10-month investigation. Z and Chevron are both suppliers of petroleum products in New Zealand, with interests throughout the supply chain. The NZCC assessed how the merger would impact the competitive dynamics in seven different markets, including the retail supply of petrol and diesel, storage terminals, aviation fuel, bitumen and the supply of diesel to customers who purchase it in bulk or through truck stops.

Controversially, the NZCC Commissioners were not in complete agreement. One Commissioner (of the four Commissioners who considered Z’s application) dissented. Dissenting views are very rare. The dissenting Commissioner had been a Commissioner with the Australian Competition and Consumer Commission (ACCC) when the ACCC intervened in Caltex Australia Limited’s acquisition of Mobil Oil Australia’s retail assets in 2009.

The dissenting Commissioner took the view that there was evidence of tacit coordination between petrol retailers in some regions, which had contributed to increasing margins, and was concerned that coordination could become more firmly entrenched post-merger.

For the majority of Commissioners, NZCC Chair Mark Berry said:

Behaviours such as price following, regional pricing differences or rising margins can be found in either competitive or coordinated markets. Where we may have had the most concerns about the merger enhancing the prospect of coordination, the majority consider the divestments provide comfort this behaviour is no more likely post-merger than it is now. Further, we don’t believe Chevron’s absence would make a material difference given its passive role in the market.

While the majority recognised it was possible that coordination was occurring in some local retail petrol markets, they were ultimately satisfied, subject to the divestments, that Chevron’s absence would not make a material difference to competitive dynamics. The merged entity would continue to be constrained by BP, Mobil and Gull.

iv Authorisation of interest
Cavalier Wool Holdings Limited/New Zealand Wool Services International Limited

In November 2015, the NZCC approved Cavalier Wool Holdings’ (Cavalier) application to acquire New Zealand Wool Services International’s (NZWSI) wool-scouring business and assets.

The NZCC’s approval came 13 months after registration of Cavalier’s application in October 2014 (the first application for authorisation of an acquisition received by the NZCC since 2011).

Cavalier had previously sought and been granted authorisation to acquire all of NZWSI’s wool-scouring assets and 50 per cent of the shares in the Lanolin Trading Company Limited in June 2011. However, that merger did not proceed and Cavalier’s authorisation expired.

The NZCC accepted that the acquisition was likely to substantially lessen competition, as Cavalier would essentially have a monopoly for the supply of wool-scouring and wool-grease services, and would be able to raise its prices when the merger was completed.

However, the NZCC concluded that there were public benefits to New Zealand as a result of rationalisation of the wool-scouring industry, including lower administration and production costs, the freeing-up of industrial sites, and lower ongoing capital expenditure requirements in the future.

An appeal by Godfrey Hirst (a competitor of Cavalier) against the NZCC’s determination was dismissed in the High Court in June 2016.

III THE MERGER CONTROL REGIME

i Overview

The NZCC can either:

  • a grant clearance for a merger or acquisition if it is satisfied that the acquisition will not have, or would not be likely to have, the effect of substantially lessening competition in a market; or
  • b grant authorisation if it is satisfied that the merger or acquisition will result, or is likely to result, in such benefit to the public that it should be permitted.
ii Competition assessment

The NZCC assesses applications for merger clearance by applying a ‘with and without test’ – comparing the likely state of competition with the merger (the factual) with the likely state of competition without the merger (the counterfactual).

The NZCC considers the possible range of scenarios with and without the merger, discards those it concludes are unlikely, and compares the most competitive likely ‘without the merger’ scenario with the likely ‘with the merger’ scenario. It describes this as a ‘worst case’ scenario, on the basis that if the scenario that gives rise to the greatest competition concerns does not result in a substantial lessening of competition, none of the other likely scenarios will.

The test the NZCC ultimately applies is:

If we are not satisfied that competition would not be substantially lessened, compared to any of the scenarios likely to arise without the merger, we must decline clearance.

The NZCC considers:

  • a the constraint on the merged entity (and market generally) from existing and potential competitors (including imports);
  • b conditions of market entry and expansion;
  • c the countervailing power of buyers;
  • d any enhancement in the ability of the remaining competitors to collude (either expressly or tacitly); and
  • e whether the transaction removes a particularly aggressive or destabilising competitor.
iii Filing requirements and thresholds

The Mergers and Acquisitions Guidelines specify the following concentration indicators. An acquisition is unlikely to raise competition concerns if, post-merger:

  • a the merged entity would have less than a 40 per cent market share and the three largest firms (i.e., the merged entity and the two nearest players) together would have less than 70 per cent of the relevant market; or
  • b the merged entity would have less than a 20 per cent share in a market where the three largest firms together would have more than 70 per cent of the relevant market.

The concentration indicators are merely an administrative screening tool; while the NZCC recommends seeking clearance if the indicators are exceeded, the majority of mergers that are granted clearance exceed the concentration indicators.

iv Process for seeking clearance

Applications for clearance must be made in the prescribed form and be filed with the NZCC with the statutory filing fee of NZ$2,300.

The NZCC encourages parties to provide advanced notice of clearance applications to the NZCC and to engage in confidential pre-notifications discussions with the NZCC.

The NZCC generally publishes a Statement of Preliminary Issues on its website at an early stage of its investigation when considering an application for clearance. It also seeks information from competitors, suppliers, customers and any other interested parties and interviews the applicant and vendor.

Following this public consultation process, the NZCC may send a Letter of Issues to the applicant seeking further information and highlighting initial competition concerns, giving the applicant and vendor an opportunity to address these concerns.

In complex cases where issues remain unresolved, a subsequent Letter of Unresolved Issues may be sent at the 40 working day stage. This may be the final opportunity for the applicant to provide evidence to allay the NZCC’s concerns.

As discussed in Section II.ii, supra, while the statutory time frame for a clearance decision is 10 working days, as a matter of practice the NZCC routinely seeks extensions from applicants. Its target time frame is 40 working days.

The actual time frame varies depending on the level of complexity of the acquisition and the analysis required. The time frame could be as short as three weeks for a straightforward merger and more than six months for a very complex merger. In the current financial year, the shortest time to complete an application was 24 working days, and the longest was 208 working days.

It is commonly acknowledged that the 10-working-day statutory period is unrealistic. As a result, the Cartels Bill proposes amending the statutory default time frame for clearances to 40 working days, in line with the NZCC’s target time frame.

To address potential structural competition concerns, applicants may include divestment undertakings of specified assets or shares as part of an application (for example, if the merged entity’s potential market power posed concerns in a particular geographical region).

Such undertakings are deemed to form part of the clearance or authorisation, and approval is void if the undertaking is contravened. Accordingly, if the terms of the undertaking are breached, the NZCC may take enforcement action through the courts.

v Process for seeking authorisation

A party can apply for authorisation where there is a real risk that a proposed acquisition is likely to result in a substantial lessening of competition. If the NZCC is satisfied that the public benefits will outweigh the lessening of competition associated with the proposed acquisition, then it will grant authorisation.

The NZCC compares the benefits of the acquisition against likely counterfactuals. Section 3A of the Act provides that, when assessing public benefits, the NZCC is required to have regard to any efficiencies that will result or will be likely to result. In the past, the NZCC has stated that public benefits can be derived from:

  • a economies of scale;
  • b economies of scope;
  • c better utilisation of existing capacity; and
  • d cost reductions, including those due to reduced labour costs, greater specialisation of production, lower working capital and reduced transaction costs.

The ‘public’ is the public of New Zealand. Benefits to foreigners are counted, but only to the extent that they also benefit New Zealanders.

Overall, public benefits are net gains in economic terms. The NZCC applies a total welfare test, and transfers of wealth between groups of New Zealanders are generally ignored. The authorisations application process requires the public benefits to be quantified, usually through detailed economic evidence.

The NZCC follows the below process for investigating and considering an authorisation application:

  • a the NZCC engages with the applicant in pre-notification discussions;
  • b the authorisation application is registered and a public version is published on the NZCC’s website;
  • c submissions from interested parties are received and considered by the NZCC, and public versions are published on the NZCC’s website;
  • d the NZCC publishes a draft determination on which further submissions may be lodged and considered;
  • e the NZCC may hold a ‘conference’ to discuss issues raised by the application, if it thinks this would be useful; and
  • f a final decision is made by the NZCC to grant or decline to grant authorisation, based on all the evidence received or gathered, and a public version of the decision is published.

The authorisation process is both more time consuming (with a 60-statutory-working-day period, subject to extensions), and more expensive than the clearance process (the application fee is NZ$23,000).

As a result of these factors, in 2009 the NZCC introduced a new streamlined authorisation process for proposed acquisitions that have clear public benefits and a limited impact on competition. The streamlined process has a statutory time period of 40 working days. To date, the streamlined process has not been used for authorisation of a merger.

vi Remedies

A wide range of remedies are available to the NZCC in the event it considers that a merger is likely to substantially lessen competition. These include prosecution and the ability to seek significant penalties of up to NZ$5 million for companies and NZ$500,000 for individuals.

The NZCC may also apply to the High Court for a divestment order in relation to any of the shares or assets specified in the order. The NZCC’s Principal Counsel (Competition) recently described divestment, which is required in 10 per cent of cases, as a blunt remedy.11

The NZCC has the power to seek ‘cease and desist’ orders from an independent Cease and Desist Commissioner appointed under the Act. In addition, any person (but most likely a competitor of the acquiring company) may:

  • a apply to the High Court for an injunction preventing an acquisition or attempted acquisition;
  • b bring an action for damages suffered as a consequence of an acquisition in breach of the Act; and
  • c apply to the High Court for a declaration that a proposed acquisition would breach the Act.
vii Appeals

A decision of the NZCC to grant, or decline to grant, clearance or authorisation can be appealed or can be subject to judicial review proceedings in the High Court. Judicial review is the only option available to third parties affected by, but not involved in, a transaction that has been cleared or authorised by the NZCC.

Under Section 92 of the Act, the following persons may appeal against a clearance or authorisation decision by the NZCC:

  • a the person who applied for the clearance or authorisation;
  • b any person whose assets or shares are proposed for acquisition; and
  • c any person who participated in a conference relating to the clearance or authorisation (in practice conferences are held for authorisations but not clearances).

There have been two appeals lodged against NZCC decisions in the last 18 months:

  • a In June 2015, Connor Healthcare Limited (Connor) withdrew its appeal to the High Court of the NZCC’s decision declining clearance for it to acquire all of the shares in Acurity Health Group Limited that it did not already own. Connor had subsequently made a successful second application for clearance to acquire all of the shares in Acurity, subject to a divestment undertaking (see Section II.ii, supra), which was granted by the NZCC.
  • b Godfrey Hirst’s appeal against the NZCC’s decision to grant authorisation to Cavalier Wool Holdings’ application to acquire New Zealand Wool Services International’s wool-scouring business and assets was dismissed in the High Court in June 2016.

The Cartels Bill proposes to limit the right of appeal against a clearance decision to the first two categories above, to remove the potential for tactical appeals by third parties.

viii Limitation period

Proceedings for penalties and damages in relation to the merger provisions can be commenced within three years after the matter giving rise to the contravention arose. Proceedings seeking a divestiture can be commenced within two years from the date on which the contravention occurred.

An appeal must be filed within 20 working days from the release by the NZCC of its written reasons for granting or declining to grant clearance.

ix Use of expert economists

Parties engage expert economists to prepare an expert economic report to submit to the NZCC where the application for clearance is particularly complex. In authorisation applications, such economic analysis is usually required to quantify the public benefits and detriments.

IV OTHER STRATEGIC CONSIDERATIONS

New Zealand’s merger control regime is voluntary. This means the parties to a proposed acquisition must decide whether or not to make an application to the NZCC.

In some cases, the decision will be clear: where no competition concerns arise, a clearance will not be required, just as when a transaction gives rise to material aggregation, applying for clearance will be necessary.

Typically, key considerations include:

  • a whether the acquisition forms part of a global transaction that is being notified in overseas jurisdictions; and
  • b whether the merger parties and the relevant industry are on the NZCC’s radar.

Ultimately, the parties’ appetite for risk will determine whether they decide to apply to the NZCC to obtain protection for their acquisition, or whether they prefer to proceed without that protection.

V OUTLOOK AND CONCLUSIONS

i Proposed legislative changes

The Commerce (Cartels and Other Matters) Amendment Bill (Cartels Bill) currently before Parliament will make a number of changes to the merger control regime including:

  • a providing new remedies to deal with acquisitions by overseas persons of a controlling interest in a New Zealand body corporate that risk breaching Section 47 of the Act;
  • b extending the NZCC’s statutory default time frame for determining merger clearances (from 10 working days to 40); and
  • c introducing a new clearance regime under which it will be able to consider, and grant or decline clearance for, collaborative activities that are not full structural mergers.

The Cartels Bill provides for greater alignment with Australia by enabling the NZCC to apply to the High Court for a declaration that a wholly overseas merger has the effect of substantially lessening competition in a market in New Zealand where:

  • a the overseas person acquires shares in a New Zealand company; and
  • b the acquisition results in the overseas person acquiring a controlling interest.

The Court would be given the discretion, in granting a declaration, to make further orders with respect to the New Zealand business. The New Zealand business could be required to cease carrying on business in New Zealand, or to dispose of shares or other assets specified by the Court. Breach of such orders could expose parties to penalties of NZ$500,000 for individuals and, in any other case, NZ$5 million.

The purpose of these provisions is to encourage applications to the NZCC, and to extend the use of its merger remedies to overseas mergers that could impact competition in a New Zealand market.

ii Pending applications

The NZCC is currently considering one application for authorisation and two applications for clearance, which were registered in May 2016 and June 2016 respectively.

Both transactions are in the telecommunications, information technology, media and entertainment (TIME) industries and are taking place against the backdrop of the New Zealand government’s 2015 issues paper Exploring Digital Convergence: Issues for Policy and Legislation. A key issue for both applications will be how the NZCC approaches market definition and assesses competitive effects in an increasingly converged media environment.

Concentration in the TIME sectors is a global phenomenon with regulators in Australia, the United Kingdom and the United States having to grapple with the issues being raised by convergence, digitalisation and digital disruption. Competition authorities may have cause for concern if aggregation in converging TIME sectors leads to new monopolies or allows for new avenues for misuse of market power.

NZME/Fairfax

Wilson and Horton Limited (trading as NZME) and Fairfax NZ Limited (Fairfax) have applied to the NZCC seeking authorisation to merge their media operations in New Zealand.

Fairfax operates the largest print media network in New Zealand, while NZME owns print media, radio stations and news and other websites.

The NZCC issued a Statement of Preliminary Issues in mid-June 2016, calling for comments from interested parties on the likely competitive effects of the proposed merger. The key competition issues the NZCC considered to be important included whether separate product markets exist for the supply of online and print advertising and content, the closeness of competition between the merging parties and other suppliers and the ability of customers to exert substantial influence on the price the merged entity charges and other terms.

Vodafone/Sky

Sky Network Television Limited (Sky) and Vodafone New Zealand Limited (Vodafone NZ) filed two clearance applications in late June: one for Sky to acquire 100 per cent of Vodafone NZ assets and/or shares, and the other for Vodafone Europe BV to acquire up to 51 per cent of Sky shares.

Sky is New Zealand’s only provider of linear pay-TV. Vodafone is a major provider of mobile, broadband and television. The proposed merger of their operations would create a leading integrated telecommunications and media group.

In a notice to its shareholders, Sky states that the entire media industry is ‘at a crossroads’ and the merger would enable Sky to spread the cost of rights to premium content in an increasingly competitive environment, by using Vodafone’s infrastructure.

Sky faces increasing rivalry from online over-the-top (OTT) content providers (such as Netflix), while Vodafone faces competition (in addition to existing telecommunications companies) from new internet based firms that leverage off the infrastructure provided by traditional telecommunications companies but do not share in its costs. For example, OTT providers of text, voice and video-calling services such as Skype and WhatsApp are eroding a formerly profitable arm of telecommunication companies’ business.

The NZCC is considering the two applications together.

A decision is due by 22 August 2016.

Footnotes

1 Ross Patterson and Oliver Meech are partners and Kristel McMeekin is a senior associate at Minter Ellison Rudd Watts.

2 The NZCC’s financial year runs from 1 July to the following 30 June.

3 NZCC Statement of Performance Expectations, 2016, p8.

4 NZCC Statement of Intent: Our Approach for 2016–2020, 2016, p6.

5 Evolution Healthcare NZ PTY Austron Limited [2015] NZCC 22 (21 September 2015).

6 FedEx Corporation and TNT Express NV [2015] NZCC 24 (1 October 2015).

7 Vocus Communications Limited and M2 Group Limited [2015] NZCC 33 (3 December 2015).

8 Coty Inc and The Proctor and Gamble Company [2016] NZCC 4 (22 February 2016).

9 Tennex Capital Limited and San-i-pak Limited [2016] NZCC (29 February 2016).

10 Z Energy Limited and Chevron New Zealand [2016] NZCC 10 (29 April 2016).

11 ‘An insider’s reflections on merger clearances’, presentation to Law & Economics Association NZ, 26 April 2016, p12.