Spare a thought for Little Sheep. Executives from the Hong Kong-listed hotpot chain discovered on Wednesday that they will have to wait another 60 days for a verdict from China’s Ministry of Commerce on the proposed buy-out by Yum! Brands of Kentucky. Many investors are not hanging around until Christmas Eve: the shares tumbled to an 18 per cent discount to the HK$6.50-a-share offer made six months ago. For the world’s second-largest economy, this is not nearly good enough.
It is not that China’s antitrust regime is particularly tough. In the three years since the passage of the first Anti-Monopoly Law (AML), the ministry’s antitrust bureau has reviewed about 300 cases, blocked one (Coca-Cola/Huiyuan Juice) and imposed conditions on seven more – about in line with international norms. But advisers complain that the process is exceptionally hard to read. It can take weeks, if not months, for the ministry to accept submission of a filing, thus beginning Phase I. Apparently routine cases often proceed to the deeper scrutiny of Phase II. All the while, soundings from an unknowable assortment of state agencies are taken under Article 27 of the AML, which allows for consideration of the deal’s effects on “national economic development.”
The backdrop to this case – Yum’s very fast growth in China, the iconic nature of the Little Sheep brand – is by the by. What matters more is that the outcome of filings seems to be determined as much by celebrity support as by the rule of law. Diageo discovered as much in June, when, after 15 months of wrangling, it was granted approval to buy 4 per cent of a Sichuan spirits company just as Premier Wen Jiabao met his British counterpart, David Cameron. As year-end approaches, Yum chairman David Novak may want to call in a few favours.