On 27 June, the Netherlands Authority for Consumers and Markets (“ACM”) announced its approval of the groundbreaking media acquisition of RTL Netherlands (“RTL”) by DPG Media (“DPG”) following more than 15 months of investigations (a summary of the decision in Dutch is available via this link). This approval is subject to commitments from RTL and DPG to ensure that the concentration does not have any negative effects on media pluralism, freedom of press or any of the related markets. Although the deal marks a major shift  in the Dutch media landscape, it is also testament to the active approach of the ACM to investigate and scrutinize potentially disruptive transactions.

DPG and RTL – Dutch Multi-Media Giants

Both DPG and RTL are major competitors in the news media market in the Netherlands. DPG publishes several national daily newspapers and free news websites/apps alongside additional services like weather apps. RTL is a well-known audiovisual media player in the Netherlands, exploiting several commercial television stations, video-on-demand platforms as well as publishing free news via its television channels, website, and the RTL News app. 

Transaction troubles? Concerns over free, independent and pluriform news and media offerings

In its preliminary assessment in May 2024 (available in Dutch via this link) the ACM had required a licence for the acquisition due to concerns about the merger’s potential negative impact on news offerings to the general public, the procurement of journalism services and news agency services, and potential adverse effects in terms of advertising and data. These concerns drove the ACM’s decision to conditionally approve the acquisition. 

Firstly, the ACM considered that RTL and DPG are important competitors in providing unpaid online news, which may, in turn, lead to negative effects on competition. The acquisition could potentially result in various media outlets being wound up in order to “create synergies”, fewer incentives to compete with breaking or other novel news items, and reduced pluralism of news content. The ACM explicitly mentioned that a lack of independence between the editorial boards of the news outlets, which would all come under DPG’s control following the acquisition, would enable DPG to influence the news offerings commercially or politically. In other words, the ACM was concerned about an increase in both opinion power as well as commercial power. 

In addition, DPG acquiring access to RTL’s data, especially in relation to video-on-demand provider Videoland, may also negatively affect competition. According to the ACM, the data that DPG will be able to access post-acquisition may result in narrowing the diversity of online news offerings as DPG could tailor the (news) content they provide to their users more specifically using a larger data set. 

To mitigate these concerns, both RTL and DPG successfully offered commitments to address these concerns, including:

• The preservation of two of the three most popular Dutch free online news outlets (DPG’s “NU.nl” and RTL’s "RTL Nieuws”) with separate, independent editorial teams;
• Editors are only allowed to use data in relation to their own outlets and are not permitted to share it with editors of other DPG or RTL titles; 
• Updating the statutes of the editorial board to include the principles such as editorial independence and reliability, budgetary decision-making, and editorial independence deciding on collaboration with third parties;
• The establishment of separate and independent foundations for the two free online news sites RTL News and NU.nl, which will have preferential shares in the entities owning these sites as well as decisive influence e.g. in the appointment or dismissal of the chief editor, changing the mission or identity, or the sale or termination of either news site. Both foundations will be sufficiently funded by DPG; 
• The prohibition for DPG to sell or close national news outlets without the approval of an independent foundation supervising the other DPG titles. 
• DPG will draw up a Charter including important principles to ensure editorial independence and media pluralism;
• Establishment of a committee that can provide a ‘binding advice’ on the budget allocated to news outlets upon appeal by the editors; and
• Deregistration of RTL as an audiovisual media service provider in Luxembourg and its registration in the Netherlands subject to supervision of the Dutch Media Authority. 

Initial concerns about the procurement of (freelance) journalism services and news agency services and potential adverse effects on advertising markets did, eventually. not raise any competitive issues according to the ACM. The acquisition would not enable DPG and RTL to reduce the purchase value of or refrain from procuring press agency or (freelance) journalism services. Nor would the acquisition distort competition in the advertising market. The ACM did not realistically assume that DPG or RTL would employ the strategy of offering rebates that could be considered tying or bundling to exclude competitors. 

Joining forces to survive in a changing AV market or dominance in disguise?

The acquisition of RTL by DPG further strengthens DPG’s already powerful position in the Dutch media market. While this may indeed fortify its position in the rapidly developing (audiovisual) media market, where it competes with large multinational media undertakings continuously increasing their market power and presence, this acquisition has left some discomfort with the Dutch Association of Journalists (“NVJ”). The NVJ issued a press release expressing their discontent with the announced acquisition, which could further increase the power of an already dominant media company, negatively affecting the news, the editors and the public, (see this link and or this link in Dutch). 

The assessment of the impact of the acquisition on the pluralism of media offerings post-acquisition was performed by the ACM with input and recommendations from the Dutch Media Authority (the Commissariaat voor de Media). The acquisition was heavily criticized by the Dutch Media Authority, as follows from the published advice of the Dutch Media Authority (available in Dutch via this link), who even called it “undesirable” and a liability for media pluralism, media independence and sufficient variety of opinions. Though the exact considerations of the ACM taking account of the strong pluralism concerns from the Dutch Media Authority may follow from the published decision, the ACM clearly took the concerns to heart when negotiating commitments with the merging parties. This collaborative effort between two national supervisory authorities in the assessment of a notified acquisition may inspire competition authorities to liaise with other supervisory authorities for their expert views.

For now, DPG and RTL can finalize the transaction and ensure the smooth incorporation of RTL into DPG’s operations. Whether the commitments will be complied with and if this will be sufficient to offset the increasing power of media-multinationals or may nonetheless have negative consequences on the relevant Dutch media markets, remains to be seen.

If you need more information or further guidance in this area, please contact Pauline Kuipers and Quirijn Mohr.

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