The United States Department of Justice (DoJ) has filed a lawsuit with the aim of blocking the proposed USD $375 million merger between US cinema advertising majors National CineMedia Inc. (NCM) and Screenvision LLC. NCM admitted to being both “disappointed” and “surprised” by the decision, but predicted that the case could be overcome within “four months or possibly more,” setting the stage for what could be an interesting court battle.
The DoJ move shows that, whatever the merits of the deal, NCM has not made a strong enough case as to why “eliminating competition that has substantially benefitted movie theaters, advertisers and, ultimately, movie goers” (in the words of the DoJ) should be allowed to be replaced with a de-facto monopoly for cinema advertising in the US.
The DoJ’s Case Against the Merger
The DoJ issued a strongly worded press release on Monday 3rd of November after the DoJ Antitrust Division’s lawsuit was filed in the United States District Court for the Southern District of New York.
“The proposed combination of NCM and Screenvision is a bad deal for movie theaters, advertisers and consumers. This merger to monopoly is exactly the type of transaction the antitrust laws were designed to prohibit,” said Assistant Attorney General Bill Baer of the Justice Department’s Antitrust Division. “If this deal is allowed to proceed, the benefits of competition will be lost, depriving theaters and advertisers of options for cinema advertising network services and risking higher prices to movie goers.”
As the press release points out, the proposed merger is between two majors that control cinema advertising in “88 percent of all movie theater screens in the United States through long-term, exclusive contracts.” What the press release does not say is that while this merger covers 88% of total US screen count, these screens represent a higher proportion of box office, cinema attendance and prime audience demographic, which is what matters to advertisers.
The DoJ is methodical in laying out why during the past few years competition in the US cinema advertising sector has been so strong:
Over the past two years, competition between NCM and Screenvision intensified as Screenvision became a particularly aggressive competitor, increasing its efforts to steal business from NCM by dramatically reducing the prices it charges advertisers and offering movie theaters a variety of attractive financial incentives. The complaint contains statements from NCM’s and Screenvision’s executives describing the competition between the two companies and the motivation to end that competition by entering into the transaction:
- Aggressive competition between NCM and Screenvision for movie theaters led NCM to observe that “we need to buy [Screenvision] before either us or [Screenvision] does a stupid deal.”
- By April 2014, NCM arrived at what it called a “Strategy Decision Crossroads.” As NCM had told its board it could either acquire Screenvision, which would give NCM the ability to “Control Selling Tactics,” including “Pricing,” or it could compete through more aggressive pricing and adding theaters to its network. NCM chose to buy out its competitor.
- NCM viewed Screenvision’s “new strategy of undercutting [NCM’s] pricing by 50 percent (or more) [as] a direct threat to [NCM’s] business model” and “a very unusual strategy in a duopoly.”
The implication is that NCM is not pursuing the merger so much to unlock synergies and better compete with television and online advertising, as to get rid of pesky competition that is eating into its bottom line.
The DoJ believes the proposed merger would lead to “advertisers paying more for cinema advertising and movie theaters receiving less revenue,” which in turn is likely to “result in movie theaters having to raise ticket or concession prices to consumers or forego theater upkeep and improvements.”