Banijay Receives European Antitrust Clearance for Endemol Shine Takeover (EXCLUSIVE)

Elsa Keslassy

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Banijay’s $2.2 billion deal for Endemol Shine has received clearance from the European Commission’s antitrust regulators. It’s one of the indie content world’s first major M&A deals to be completed in Europe since the start of the coronavirus crisis.

The antitrust ruling from the EC, which was issued on June 30, was the biggest and final hurdle to overcome for Banijay in order to complete its takeover of Endemol Shine from Disney and Apollo Global Management.

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In its decision, the EC said it authorized the acquisition, which gives Lov Group exclusive control over the combined Banijay and Endemol Shine.

“The Commission concluded that the [sought-after] acquisition did not raise any antitrust problem considering the presence of a sufficient number of alternative companies which have content portfolios that are similar in the concerned countries,” said the EC.

The deal, which previously received clearance from antitrust authorities in the U.S., gives birth to a merged entity that will be the largest non-U.S. production player. The combined group boasts content businesses throughout Europe and a presence in Asia Pacific, Australasia, and the U.S. In addition, their combined catalogue eclipses that of either BBC Studios or ITV Studios in terms of size, with more than 88,000 hours.

Banijay was founded by Stephane Courbit and his LOV Group, together with an offshoot of Italian conglomerate De Agostini. Together, Banijay and Endemol Shine have interests in more than 100 production companies, including Kudos, Filmlance (“Caliphate,” pictured), Rubicon (“Beforeigners”) and Diagonal (“Cathedral of the Sea”) on the Endemol Shine side. Flagship Banijay titles include “Versailles,” “The Inbetweeners” and “Survivor,” while Endemol Shine has “Big Brother,” “MasterChef,” “Black Mirror” and “Peaky Blinders.”

The high-profile acquisition was announced in October, following more than a year of on-and-off courtship that involved other reported bidders, such as ITV, Fremantle, Endeavor Content and Sony. During the past few months, both companies continued to work as rival banners. However, a few executive shuffles were made, with Banijay appointing Cathy Payne, former CEO of Endemol Shine International, as CEO of Banijay Rights to spearhead the division through its next chapter.

According to several sources, the takeover was a difficult operation to begin with, and became even more challenging amid the current economic context. Endemol Shine’s debt load was $1.83 billion in February and the pandemic likely aggravated the situation due to the fact that production stopped for several months.

Banijay’s purchase of Endemol Shine also involves an extensive duplication of assets. A source familiar with the deal said “Banijay is planning to save €60 million ($67 million) in synergies through staff cuts and optimization of acquisitions.”

The combined group will be held by LDH (67.1%), which comprises Financière LOV, De Agostini and Fimalac, the investment company of Marc Ladreit de Lacharrière, and French media giant Vivendi (32.9%).

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