Facebook, Inc (now Meta Platforms, Inc) / Giphy, Inc merger inquiry

The CMA is investigating the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of Giphy, Inc.

From:
Competition and Markets Authority
Published
12 June 2020
Last updated
30 June 2023 — See all updates
Case type:
Mergers
Case state:
Closed
Market sector:
Electronics
Outcome:
Mergers - phase 2 prohibition
Opened:
11 June 2020
Closed:
30 June 2023

Remittal

Administrative timetable

Date of remittal: 15 July 2022

Contact

Email: general.enquiries@cma.gov.uk

Case closure summary

30 June 2023: The purchase of Giphy, Inc. by Shutterstock, Inc. was approved by the CMA and completed on 23 June 2023. This brings the merger investigation to a close.

Remedy Group Appointed

9 January 2023: The CMA appointed the Remedy Group.

Stuart McIntosh (Chair), Robin Cohen, Margot Daly and Stephen Rose.

Final order

6 January 2023: The CMA is now making the final order. On the making of this Order, the remitted reference has now been finally determined.

Amendments/consents granted:

Notice of intention to make an order

1 December 2022: The CMA gives notice of intention to make an order and is inviting comments by 5pm on Friday 30 December 2022.

Final Report

18 October 2022: Following the Competition Appeal Tribunal’s judgment and the case being remitted, the CMA has found the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of GIPHY, Inc. may give rise to competition concerns in both the supply of display advertising in the UK, and in the supply of social media services worldwide (including in the UK). Facebook is required to sell GIPHY.

Responses to the provisional findings

Provisional findings

29 July 2022: On Monday 18 July 2022, the Remittal Group adopted the CMA’s phase 2 report, published on 30 November 2021, as the provisional findings for the remitted case. Following a judgment from the Competition Appeal Tribunal, and its corresponding order, the CMA gave Meta and Giphy the opportunity to comment on the findings after a fully unredacted version was shared with their advisers.

Since the publication of the phase 2 final report, certain information which had previously been identified by a number of stakeholders as confidential is no longer confidential. In order to facilitate responses from interested third parties, this information has now been included in the published version of the document and is highlighted in yellow for ease.

Interim order

18 July 2022: The CMA served an interim order under section 81 of the Enterprise Act 2002 on Meta Platforms, Inc. and Giphy, Inc.

Conduct of the remittal and Notice of provisional findings on remittal

18 July 2022: The CMA has published its conduct of the remittal document in which it sets out the way in which it intends to conduct the remittal process, particularly with regard to scope of the remittal, information-gathering and consultation.

If you wish to provide written comments on the matters set out in this document please send these to the CMA by Friday 29 July 2022.

Remittal group appointed

Following the remittal by the Competition Appeal Tribunal, the Remittal Group was appointed on 15 July 2022.

Stuart McIntosh (Chair), Margot Daly, Robin Cohen and Stephen Rose.

Remittal update

18 July 2022: On 15 July 2022, the Competition Appeal Tribunal ordered the remittal of the CMA’s Phase 2 Decision to the CMA, in respect of the finding of a substantial lessening of competition and the final decision as to remedy.

Phase 2

Administrative timetable

Referral date: 1 April 2021

Statutory deadline: 1 December 2021

Remedy Group Appointed

30 March 2022: The CMA appointed the Remedy Group.

Stuart McIntosh (Chair), Robin Cohen, Margot Daly and Stephen Rose.

Final order

29 March 2022: The CMA is now making the final order. On the making of this Order, the reference has now been finally determined.

Penalty notice

4 February 2022: The CMA has imposed a penalty on Meta Platforms, Inc., Tabby Acquisition Sub Inc., and Facebook UK Limited (jointly and severally) under section 94A of the Enterprise Act 2002. The CMA imposed the penalty for failures to comply, without reasonable excuse, with the requirements imposed on Meta by the initial enforcement order issued by the CMA under section 72 of the Enterprise Act 2002.

Notice of extension of statutory period to make an order

1 February 2022: The Inquiry Group has decided to extend by six weeks under section 41A(2) of the Act the period for the discharge of its duty under section 41(2) of the Act, as it considers that there are special reasons to do so. The revised period will therefore end on 4 April 2022.

Notice of intention to make an order

1 February 2022: The CMA gives notice of intention to make an order and is inviting comments by 5pm on Wednesday 2 March 2022.

Final report

30 November 2021: The CMA has found that the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of GIPHY, Inc. may give rise to competition concerns in both the supply of display advertising in the UK, and in the supply of social media services worldwide (including in the UK). Facebook is required to sell GIPHY.

Notice of extension of statutory period

Penalty notice

20 October 2021: The CMA has imposed a penalty on Facebook, Inc., Tabby Acquisition Sub Inc., and Facebook UK Limited (jointly and severally) under section 94A of the Enterprise Act 2002. The CMA imposed the penalty for failures to comply, without reasonable excuse, with the requirements imposed on Facebook by the initial enforcement order issued by the CMA under section 72 of the Enterprise Act 2002.

Responses to provisional findings and possible remedies

Provisional findings

12 August 2021: The CMA has provisionally found competition concerns as part of its in-depth investigation of the completed acquisition by Facebook Inc of GIPHY Inc.

Notice of extension of inquiry period

Summary of third party calls

Initial Phase 2 submission

Issues statement

5 May 2021: The issues statement sets out the scope of the inquiry. It outlines initial theories on what might be adversely affecting competition, but it does not set out findings or conclusions. The deadline for submissions on the issues statement is 5pm, Wednesday 19 May 2021.

Inquiry Group appointed

1 April 2021: The CMA has appointed the inquiry group.

Stuart McIntosh (Chair), Robin Cohen, Margot Daly and Stephen Rose.

Terms of reference

1 April 2021: The CMA has referred the completed acquisition by Facebook, Inc. of GIPHY, Inc. for an in-depth investigation.

Phase 1

Reference decision

1 April 2021: The CMA has referred the completed acquisition by Facebook, Inc. of GIPHY, Inc. for an in-depth investigation, on the basis that, on the information currently available to it, it is or may be the case that this merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. Facebook was given the opportunity to offer undertakings to the CMA to address these concerns. Facebook informed the CMA on 25 March 2021 that it would not be offering any such undertakings.

Reference unless undertakings accepted

25 March 2021: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.

Launch of merger inquiry

28 January 2021: The CMA announced the launch of its merger inquiry by notice to the parties.

Court of Appeal judgment

13 May 2021: The Court of Appeal has dismissed all grounds of Facebook’s appeal.

Competition Appeal Tribunal judgment

13 November 2020: The Competition Appeal Tribunal has dismissed all grounds of Facebook’s appeal.

Directions to appoint a hold separate manager

10 August 2020: On 30 July 2020, pursuant to an initial enforcement order dated 9 June 2020, the CMA directed Facebook, Inc, Tabby Acquisition Sub, Inc, Facebook UK Limited and Giphy, Inc to appoint a hold separate manager.

Directions to appoint a monitoring trustee

29 June 2020: On 19 June 2020, pursuant to an initial enforcement order dated 9 June 2020, the CMA directed Facebook, Inc, Tabby Acquisition Sub, Inc, Facebook UK Limited and Giphy, Inc to appoint a monitoring trustee.

Invitation to comment: now closed

12 June 2020: The Competition and Markets Authority (CMA) is considering whether it is or may be the case that this transaction has resulted in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

To assist it with this assessment, the CMA invites comments on the transaction from any interested party. These comments should be provided by the deadline set out above.

Initial enforcement order

9 June 2020: The CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on Facebook, Inc, Tabby Acquisition Sub, Inc, Facebook UK Limited and Giphy, Inc in relation to the completed acquisition by Facebook, Inc of Giphy, Inc

Amendments/consents granted

Contact

Please send written representations about any competition or public interest to: facebook.giphy@cma.gov.uk

Updates to this page

Published 12 June 2020
Last updated 30 June 2023 + show all updates

  1. Case closure summary published.

  2. Derogations published

  3. Variation of Order and Notice of varying the Order published

  4. Remedy group appointed.

  5. Notice of final order and final order published.

  6. Derogation and correct version of notice of intention to make an order published after an administrative error.

  7. Notice of intention to make an order, including draft order, for the remittal published.

  8. Final report, appendices and glossary of the remittal published.

  9. Remittal final decision announced, summary of the remittal final report published.

  10. Responses to the provisional findings and derogations published.

  11. Update to remittal provisional findings report and appendices and glossary.

  12. Provisional findings following remittal published.

  13. Remittal update published.

  14. Derogation published.

  15. Derogation published.

  16. Remedy group appointment and derogation published.

  17. Final order published.

  18. Derogations published.

  19. Penalty decision published.

  20. Summary of penalty decision published.

  21. Notice of intention to make an order published.

  22. Phase 2 Final report and appendices published.

  23. Summary of Phase 2 final report published.

  24. Derogations published.

  25. Penalty notice published.

  26. Penalty notice published.

  27. Responses to provisional findings and derogation published.

  28. Notice of extension of statutory period published and administrative timetable updated.

  29. Response to possible remedies published.

  30. The full text of the Provisional findings, appendices and glossary have now been published.

  31. Summary and Notice of Provisional findings published.

  32. Variation Order and derogations published

  33. Administrative timetable and summary of third party calls published.

  34. Termination of extension published.

  35. Derogations published.

  36. Main parties initial Phase 2 submission published.

  37. Notice of extension of inquiry period published.

  38. The Court of Appeal has dismissed all grounds of Facebook’s appeal. A link to the judgment has been added to the page.

  39. Issues statement, full text decision to refer and derogations published.

  40. Administrative timetable published.

  41. Decision to refer and Terms of reference published.

  42. Derogation published.

  43. Phase 1 decision announced and summary of the decision published.

  44. Derogation published.

  45. Derogation published.

  46. Derogation published.

  47. Launch of merger inquiry announced.

  48. Derogation published.

  49. Update published following a Competition Appeal Tribunal decision.

  50. Derogation published.

  51. Derogation published.

  52. Directions to appoint a hold separate manager published.

  53. Derogation 16 July 2020 published.

  54. Derogation letter published.

  55. Directions to appoint a monitoring trustee published.

  56. First published.

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