Amazon.com, Inc. proposed acquisition of MGM Holdings Inc.

Summary

Amazon.com, Inc. (Amazon) is a global firm that operates a range of businesses in Australia including retail, entertainment, consumer electronics and technology services. Most relevantly, Amazon is active in the production of audio-visual (AV) content through Amazon Studios, which is available alongside third party content on its streaming platform Amazon Prime Video.

MGM Holdings Inc. (MGM) is active in the production and global distribution of films for theatrical (cinema) release, as well as the production and licensing of film and TV content for distribution via all forms of digital home entertainment, including video-on-demand.

Market definition

The ACCC primarily considered the impact of the proposed acquisition on:

• the production and supply of AV content; and
• the exhibition of AV content to consumers.

The ACCC considered that the relevant markets may be narrower than those identified above. However, for the purposes of this assessment, the ACCC did not need to reach a concluded view on the precise definition of these markets as it would not significantly alter the assessment.

Competition analysis

The ACCC concluded that the proposed acquisition is unlikely to substantially lessen competition in any market in Australia.

The ACCC considered whether the proposed acquisition would give Amazon the ability and incentive to restrict access to MGM content and whether this would be likely to have the effect of substantially lessening competition in any downstream market for the exhibition of AV content to consumers.

In order to assess the effect of any restriction of MGM content, the ACCC considered the significance of MGM’s content to retail distributors of AV content and whether any restriction of access to that content would materially disadvantage Amazon’s downstream rivals that compete with Prime Video in the market(s) for the exhibition of AV content.

The ACCC determined that while MGM has a sizeable back catalogue, it does not produce “must have” content for retail distributors of AV content in Australia. Even if Amazon restricted or reduced the terms of access to MGM content post-acquisition, this would be unlikely to result in a substantial lessening of competition in any market for the exhibition of AV content to consumers.

The ACCC also found that there was sufficient competition in the relevant market(s) for the exhibition of AV content that would effectively constrain the conduct of Amazon post-acquisition.