UK Competition Authority Blocks Sainsbury's-Asda Merger

 
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UK Competition Authority Blocks Sainsbury's-Asda Merger
April 26, 2019

UK Competition Authority Blocks Sainsbury’s-Asda Merger

On April 25, the UK’s Competition and Markets Authority (CMA) blocked the planned merger of
Sainsbury’s and Asda.
   • Sainsbury’s is likely to be under pressure to outline a new way forward that includes a
     plan to improve performance. Sainsbury’s has been the weakest performing of the major
     grocery retailers.
   • The merger would have created a highly concentrated UK grocery market, with two
     companies holding an aggregate share of nearly 60%.
   • The CMA concluded that the merger would result in “price rises, reductions in the quality
     and range of products available, or a poorer overall shopping experience.”

On April 25, 2019, the CMA blocked the planned merger of Sainsbury’s and Walmart-owned
Asda, which are, respectively, the UK’s second- and third-largest grocery retailers. The
combination would have propelled the merged company to first place in the UK grocery
market, leapfrogging Tesco, while also making it the UK’s biggest retailer overall.
Following the CMA’s announcement, Sainsbury’s said the parties had mutually agreed to
terminate the transaction.
Sainsbury’s reports preliminary FY19 results on May 1, and is likely to be under pressure to
outline a new way forward that includes a plan to improve its performance:
   • Sainsbury’s has been the weakest performing of the UK’s “Big Four” grocery retailers.
   • The company has been stripping out costs by cutting in-store staff but the impact appears
     to be risking its longstanding differentiated position in the grocery market.
The merger would also have resulted in a highly concentrated UK grocery market: At their
current scale, Sainsbury’s and Asda would together control 30.7% of the UK grocery market,
according to Kantar Worldpanel data. Sainsbury’s-Asda and current market leader Tesco would
in total have controlled almost 60% of the UK grocery market, creating an exceptionally

Deborah Weinswig, CEO and Founder, Coresight Research                                               1
deborahweinswig@coresight.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016
Copyright © 2019 Coresight Research. All rights reserved.
UK Competition Authority Blocks Sainsbury's-Asda Merger
April 26, 2019

consolidated market. This dramatic reduction in competition is what underpins the CMA’s
findings.
The CMA concluded:
   UK shoppers and motorists would be worse off if Sainsbury’s and Asda…were to
   merge. This is due to expected price rises, reductions in the quality and range of
   products available, or a poorer overall shopping experience.
   The CMA’s investigation found that, as well as affecting in-store customers, the
   merger would result in increased prices and reduced quality of service, such as fewer
   delivery options, when shopping online. Furthermore, it would lead to motorists
   paying more at over 125 locations where Sainsbury’s and Asda petrol stations are
   located close together.
Referring to a pledge by the companies to lower prices by £1 billion per year by the third year
after the merger, Sainsbury's CEO Mike Coupe said:
   The CMA's conclusion that we would increase prices post-merger ignores the dynamic
   and highly competitive nature of the UK grocery market. The CMA is today effectively
   taking £1 billion out of customers' pockets.
   Sainsbury's is a great business and I am confident in our strategy. We are focused on
   offering our customers great quality, value and service and making shopping with us
   as convenient as possible.
Judith McKenna, CEO of Walmart International, said:
   While we’re disappointed by the CMA’s final report and conclusions, our focus now is
   continuing to position Asda as a strong UK retailer delivering for customers. Walmart
   will ensure Asda has the resources it needs to achieve that.

Sainsbury’s-Asda Would Have Become a Major Nongrocery Retailer
The merger would have made Sainsbury’s-Asda the UK’s biggest retailer, its biggest grocery
retailer, and, by our estimates, probably its second-largest retailer of nongrocery products,
behind Amazon. We estimate the new combined entity would have seen total sales of around
£9-10 billion across apparel and general merchandise.
In nonfood categories, the Sainsbury’s-Asda combination would have brought together the
variety store Argos, which was acquired by Sainsbury’s in 2016; Asda’s highly successful George
apparel brand; Sainsbury’s newer but high-growth Tu clothing brand; and, Asda’s and
Sainsbury’s own general merchandise sales. It would have allowed the company to sell those
products through thousands of stores across multiple formats.

Deborah Weinswig, CEO and Founder, Coresight Research                                               2
deborahweinswig@coresight.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016
Copyright © 2019 Coresight Research. All rights reserved.
UK Competition Authority Blocks Sainsbury's-Asda Merger
April 26, 2019

Figure 1. The Potential Sainsbury’s-Asda Network of Brands and Fulfillment

Scales are indicative only.
Source: Coresight Research

Appendix: What the CMA Said
Below, we include extracts from the CMA’s final report.

Supermarkets:
  Where the merger lessens competition in local areas representing a significant
  proportion of the Parties’ overall supermarkets, the merger may result in price rises
  (and/or a worsening of other aspects) across all the parties’ stores. The effect could
  be a worse deal for customers in each local area where one or more of the parties is
  present (that is, including areas where they do not overlap).

Convenience Stores:
  For Sainsbury’s, we found that the merger would not give rise to an incentive for it to
  raise prices across all of its convenience stores, which charge different prices to
  Sainsbury’s supermarkets. This is because the local areas where we have found
  competition concerns regarding Sainsbury’s convenience stores represent a small part
  of Sainsbury’s overall convenience store estate.
   For Asda, the situation is different because its convenience stores charge the same
   prices as its supermarkets. Our finding that the merger would result in an SLC
   [substantial lessening of competition] in each local area where Asda’s supermarkets
   are present through a degradation of PQRS [price, quality, range and service] which
   could include a national price rise, would also mean that the Merger would result in
   an SLC in each local area where Asda’s convenience stores are present.

Online Groceries:
  Only three online delivered groceries retailers (Tesco, Sainsbury’s, Asda) have a near-
  national presence and many online delivered groceries customers would have a
  restricted choice following the merger: sometimes limited to only the parties and
  Tesco.
   We have found that the merger would give rise to an incentive to degrade PQRS
   [price, quality, range and service] across Asda’s online delivered groceries offer,
   resulting in an SLC [substantial lessening of competition] in each local area across the
   country where Asda is present.

Deborah Weinswig, CEO and Founder, Coresight Research                                               3
deborahweinswig@coresight.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016
Copyright © 2019 Coresight Research. All rights reserved.
April 26, 2019

Deborah Weinswig, CPA
CEO and Founder
Coresight Research
New York: 917.655.6790
Hong Kong: 852.6119.1779
China: 86.186.1420.3016
deborahweinswig@coresight.com

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Deborah Weinswig, CEO and Founder, Coresight Research                                               4
deborahweinswig@coresight.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016
Copyright © 2019 Coresight Research. All rights reserved.
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