Baker Hughes Nederland Holdings B.V. / Oz MidCo AS (Altus Intervention) merger inquiry
| Case Outcome | Mergers - phase 1 clearance with undertakings in lieu |
| Subject Matter | Mergers |
| Date | 27 September 2022 |
| Court | Competition and Markets Authority (EW) |
| Decision Date | 27 September 2022 |
Anticipated acquisition by Baker
Hughes Nederland Holdings
B.V. of Oz MidCo AS (Altus
Intervention)
DECISION ON ACCEPTANCE OF UNDERTAKINGS IN LIEU OF
REFERENCE
ME/7007/22
Please note that [] indicates figures or text which have been deleted at the
request of the parties or third parties for reasons of commercial confidentiality.
Introduction
1. Baker Hughes Nederland Holdings B.V. (BH) has agreed to acquire Oz MidCo AS
and its subsidiaries that include Altus Intervention AS (Altus) (the Merger). BH and
Altus are together referred to as the Parties and, for statements relating to the
future, the Merged Entity.
2. On 22 November, the Competition and Markets Authority (CMA) decided under
section 33(1) of the Enterprise Act 2002 (the Act) that it is or may be the case that
the Merger consists of arrangements that are in progress or in contemplation which,
if carried into effect, will result in the creation of a relevant merger situation, and that
this may be expected to result in a substantial lessening of competition (SLC) within
a market or markets in the United Kingdom (the SLC Decision).
3. On 29 November, the Parties offered undertakings in lieu of reference to the CMA
for the purposes of section 73(2) of the Act. On 6 December 2022, the CMA gave
notice to the Parties, pursuant to section 73A(2)(b) of the Act, that it considered that
there were reasonable grounds for believing that the undertakings offered, or a
modified version of them, might be accepted by the CMA under section 73(2) of the
Decision).
Page 2 of 17
4. The text of the SLC Decision and the UILs Provisional Acceptance Decision are
available on the CMA webpages.1
The undertakings offered
5. As set out in the SLC Decision, the CMA found a realistic prospect of an SLC as a
result of horizontal unilateral effects in the (i) supply of coiled tubing services (CT)2
in the UK; and (ii) supply of standalone pumping services (Pumping)3 in the UK.
6. As set out in the UILs Provisional Acceptance Decision, to address the SLC
identified by the CMA, the Parties offered undertakings to divest the assets that
comprise BH’s CT and Pumping business in the UK (the Divestment Business).
The details of the Parties’ offer were set out in the text of the consultation on the
CMA webpages (the UILs).4
7. The Parties also offered to enter into an agreement for the sale and purchase of the
Divestment Business with an upfront buyer approved by the CMA, before the CMA
finally accepts the UILs. The Parties proposed Archer (UK) Limited5 (Archer) and
IKM Testing UK Ltd (IKM)6 as potential purchasers of the Divestment Business. The
agreement with either Archer or IKM, will be conditional on acceptance by the CMA
of the UILs, including approval of Archer or IKM as the buyer of the Divestment
Business.
8. On 8 February 2023, BH and Archer entered into an Asset Purchase Agreement
(APA) for the sale of the Divestment Business.7 The APA is conditional on the
CMA’s acceptance of the UILs and its approval of Archer as the purchaser of the
Divestment Business and of the terms and conditions of the APA.
Consultation
9. On 17 January 2023, pursuant to paragraph 2(1) of Schedule 10 to the Act, the
CMA issued a notice of consultation on the UILs (Notice of Consultation), inviting
interested parties to give their views on the UILs. The terms defined in the Notice of
Consultation have the same meaning in this decision.
10. The Notice of Consultation is set out at Annex 1 of this decision.8 For the reasons
set out in the Notice of Consultation, the CMA’s preliminary view was that the UILs
would resolve the SLC identified in the SLC decision in a clear-cut manner, ie
1 See Baker Hughes / Altus merger inquiry.
2 Which involve the supply of a long flexible pipe used to convey fluids, tools or gases into deviated or horizontal wells.
3 Which involve the delivery of gases or liquids into the well. Pumping ser vices can be provided as standalone or as an
ancillary service with CT.
4 See Baker Hughes / Altus merger inquiry.
5 Archer (UK) Limited ultimate parent company is Archer Limited, a company listed on the Oslo stock exchange.
6 IKM Testing UK Ltd's ultimate parent company is IKM Gruppen AS.
7 See Archer Limited: Archer acquires Baker Hughes’ Coil Tubing and Pumping business in the UK - Archer
(archerwell.com)
8 The full consultation text was published on Baker Hughes / Altus merger i nquiry.
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