The Commission cleared the proposed merger unconditionally finding the parties would not gain market power to harm competition.
Retained by Cleary Gottlieb Steen & Hamilton and by BonelliErede
Counsel for Essilor and Luxottica, the merging parties, retained Cornerstone Research and Ravi Dhar of Yale University to investigate the validity of specific claims made by the European Commission in its Phase II investigation of the proposed merger.
Professor Dhar designed and administered double-blind online end-consumer surveys in France, Germany, Italy, Spain and the UK, each in the respondents’ native language.
Essilor is the world’s largest supplier of ophthalmic lenses, and Luxottica is the world’s largest supplier of eyewear with well-known brands such as Ray-Ban and Oakley. The parties sell their products to opticians, who then sell spectacles and sunglasses to consumers.
The Commission opened its in-depth (Phase II) investigation to determine whether the merged entity would have the ability to successfully tie or bundle Essilor lenses to Ray-Ban branded products and thus exclude other lens suppliers from the markets. Specifically, the EC claimed:
- From the opticians’ perspective, certain brands, and in particular Luxottica’s Ray-Ban branded frames or sunglasses, were “must-have” or “must-carry” in light of consumers’ preferences; and
- Ray-Ban branded products play “a key role in generating traffic both in stores and online”.
In order to investigate the EC’s claims from the perspective of the end consumers, Professor Dhar designed and administered double-blind online end-consumer surveys in France, Germany, Italy, Spain and the UK, each in the respondents’ native language.
The Commission cleared the merger unconditionally. On the theories of harm assessed by Professor Dhar, the EC noted that “Luxottica’s strongest brands in frames and sunglasses, including Ray-Ban, are generally not essential products for opticians”, and that “[t]he merged company would have limited incentives to engage in practices such as bundling and tying because of the risk of losing customers”.