Dan Sabbagh 

Universal hopes to keep EMI intact if takeover gets EU green light

World's largest record company confident it will be allowed to retain home to Katy Perry and Coldplay. By Dan Sabbagh
  
  

Katy Perry
Going for a song? EMI's Katy Perry Photograph: Ken Mckay/Rex Feature Photograph: Ken Mckay/Ken McKay/Rex Feature

Universal Music hopes to keep EMI's recorded music business – the home to Katy Perry and Coldplay – intact as a single division within the enlarged music major, possibly with its own chief executive, if the European commission approves the £1.2bn takeover of the British business.

The world's largest record company, which is behind acts such as Rihanna and U2, believes it can convince Brussels to allow it to swallow all of EMI music with calculations showing the two companies combined market shares are lower than commonly cited and with promises to retain EMI's labels from Capitol in the US to Parlophone in the UK.

Company boss Lucian Grainge is also interested in appointing a chief executive of EMI who would report to him, if the right individual can be found, and if the regulator approves a deal that is attracting opposition from independent labels and third-ranked Warner Music, which failed in its own bid for EMI.

Universal's worldwide market share is estimated at about 28% for recorded music by Informa Music & Copyright, with fourth-ranked EMI at 10%. However, that includes music distributed by both companies on behalf of independent labels, such as Big Machine, home to country star Taylor Swift.

In the US Universal has about a 30% share of the market for album sales – a figure that drops to 22% when the third-party distribution deals are stripped out. EMI's overall album share is 9%. Company insiders also say that the effect is also significant in Japan, where Universal distributes a lot of third-party music.

However, it is not clear that this analysis will be enough to convince the commission to approve the deal in all territories – most notably France where the companies have a 50%-plus share on the traditional metric and to a lesser extent the UK, where the two combined hit 45% as measured by album sales this month. If necessary, the company hopes it can make catalogue disposals to win approval.

The European Commission has looked critically at other music mergers, blocking a full Warner-EMI merger in 2000 when it insisted EMI sell its Motown song catalogue as part of the deal. But as the music industry has contracted under the impact of piracy, Brussels has taken a more lenient view, approving the merger of Sony and BMG in both 2004 and 2008 after a court challenge to the initial approval.

Universal also argues that EMI did not have a viable long-term future as a standalone business, and that there would be few realistic alternative owners if the sale by Citigroup was blocked. It believes that EMI would be vulnerable to being asset stripped and run as a catalogue business re-releasing its Beatles archive with little or no emphasis on the expensive business of discovering new acts.

That is a view likely to be challenged by Warner Music, now owned by Len Blavatnik's Access Industries, which has long hoped to buy EMI, but was outbid by Universal. But Universal can rely on the tacit support of Sony Music, the world No 2, which is also hoping to win approval for its separate takeover of EMI's songwriters' catalogue in a proposed £1.3bn deal.

EMI fell into the hands of Citigroup last year, after the bank seized control of the business from Guy Hands's Terra Firma, which had been battling to service debts incurred on an earlier takeover. Citigroup wrote down the borrowings and after a short period, put EMI on the market, leading to the bids from Universal for recorded music and a Sony-led consortium for the music publishing division.

Universal Music, owned by French media and communications group Vivendi, formally submitted its bid with the European commission on Friday. The competition body said it would make an initial ruling by 23 March, by which time it should have decided whether to approve the transaction or submit it to a more lengthy "phase two" inquiry.

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