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US and UK regulators coordinating on Getty/Shutterstock merger

The UK Competition and Markets Authority (CMA) is coordinating with the US Department of Justice (DOJ) on Getty’s acquisition of Shutterstock, according to a source familiar with the matter and a person briefed.

Both individuals said conversations between the agencies are occurring on a regular basis, though the specifics remain unclear.

The proposed deal, announced last January, received a second request from the DOJ in April, followed by a CMA investigation in June which began inviting comments from the market.

The UK regulator has since taken a more hawkish stance on the deal, sending it to a Phase 2 investigation in November after an initial package of remedies was rejected, as reported.

The DOJ has not provided an update on the status of the merger since the second request. Its staff were said to be questioning multiple industry participants in November, another newswire reported.

The first source said the CMA is proactively reaching out to “more” industry participants in Phase 2. This includes discussions with competitors, complainants and other players in the market, and is expected to be more wide-ranging than engagement during Phase 1, that source explained.

At Phase 1, the CMA said it received feedback from or reached out to, UK businesses, trade associations and other stakeholders in the UK media sector, including the News Media Association, which represents The Sun, The Guardian and the Daily Mail.

This follows comments by Getty CEO Craig Peters in an interview with the Financial Times, in which he said Getty Images could pull part of its business from the UK if the competition watchdog blocks the Shutterstock deal.

Earlier this month, the CMA published the parties’ response to its Phase 1 decision, in which Getty Images and Shutterstock expressed disappointment with the regulator’s findings and criticised the CMA’s approach as too “static,” including for not sufficiently accounting for the impact of generative AI on the market.

“The Phase 1 decision doesn’t grasp the market,” a second source argued, noting that the CMA had explicitly stated it had limited time to assess the remedy proposed for stock image services.

The proposed remedy package included specific structural and behavioural remedies for UK editorial and stock, respectively, as reported.

For UK editorial, a CMA document in December said Getty had proposed to divest Shutterstock’s news, sports, entertainment and archive business, as well as its paparazzi business operating under the Splash News and Backgrid brands.

For stock, the CMA document shows that the parties offered to cap the published prices for all existing subscription and à la carte products on gettyimages.co.uk, istockphoto.com and shutterstock.com for UK customers for five years.

They also offered existing UK customers the right to renew their contracts with the current range of subscriptions and à la carte products for five years.

In the same document, the CMA said the proposed remedies “are not clear-cut and would not fully address the competition concerns”, particularly for stock.

The person briefed said it is likely that a more global remedy will be required to get this deal over the line. The CMA also found the companies compete to supply stock content globally, even though suppliers can offer localised content.

The deal remains in its Phase 2 CMA review, while the UK government last week announced it is consulting on a new merger control framework at the CMA, including reducing jurisdiction over foreign-to-foreign mergers – a structure that would apply to two US companies involved in this deal.

As to whether the Shutterstock/Getty merger may have influenced the UK government’s stance, the first source said this was likely but pointed to Microsoft’s public pressure tactics during the Activision Blizzard saga in 2023 as precedent.

The CMA is due to publish an interim report next month as part of its Phase 2 investigation.

The CMA said it typically engages with other global agencies during parallel investigations to support the effective conduct of those reviews, while taking decisions independently based on its UK assessment.

Getty declined to comment. The DOJ and Shutterstock did not respond to requests for comment