Last week Enders Analysis interviewed David Elstein. Elstein is leading a team attempting to put in place a new management at ITV in the event that the merger is allowed by the Competition Commission. This note carries his views on the remedies likely to be imposed by the Commission and also on the scope for cost savings and improvements in business strategy at the merged group.

The public debate about the ITV merger has revolved around whether the maintenance of two separate sales houses is the appropriate remedy to be imposed by any Competition Commission inquiry. We argue that the real issues are more complex.

On 23 January, the French Competition Council dealt what is likely to be a deathblow to the ambitions of Canal+ Group to obtain exclusive rights to French Premier League football events. The Competition Council ruled in favour of TPS and ordered the 2002 competition suspended pending delivery of its final ruling.

This report picks apart the evidence on why ITV1 is rapidly losing audience share. It shows that more intense competition in terrestrial homes is the key reason, not the impact of the growth of the multichannel universe. The decline of ITV1 is across all times of day and almost all demographic groups. Can ITV turn itself around in the face of this secular decline in audiences?

Based on the recent announcement by the French Professional Football League, we now expect Canal+ to be awarded the exclusive rights to broadcast Premier League events for the three seasons starting in 2004, for which it offered €480 million. (Rival TPS is challenging the League's approach to the Competition Commission, so the story may yet have an unexpected ending.) These payments will add to an already hefty calendar of payments for Canal+ under the 1999 contract, as a result of which Canal+ is likely to report no or low profits in FY 2002. This note details the aggressive cost cutting and revenue-raising measures that will be needed to achieve a modest level of profitability going forward. By FY 2005, when Canal+ becomes the sole purveyor of Premier League events and payments rise by 60%, the subscriber base will have to be 180,000 higher just to maintain profits at 2004 levels. This seems a challenging target given that Canal+ lost 70,000 subscribers this year. In short, we think that Canal+ may have won the battle for Premier League rights at the price of its profitability in the medium-term.

The November 12th bids for football rights are a nightmare for Canal+. Its operating margins and cash flow are under pressure, but failure to outbid TPS would mean a probable loss of perhaps 25% of its subscribers. This makes it likely, we think, that TPS will end up buying Canal+ from Vivendi, whoever wins the football rights, at a much lower price than the valuation of €3.5bn suggested recently by Morgan Stanley. Similarly, Vivendi may realise that it will be forced to sell the studio and the record business to Bronfman/Diller for less than current valuations. This potential devastating scenario perhaps explains why M. Fourtou is so keen to buy the rest of Cegetel, rather than selling out to Vodafone. Otherwise he would have little else left to manage. Or perhaps he is simply playing poker with Chris Gent, but running the risk that he ends up over paying. Vodafone cannot lose. It will either buy Cegetel now, or wait for it to fall into its hands when the bankers withdraw support for Vivendi.

The flow of news about ITV is going from bad to worse. But we think that the market may have misunderstood the real story behind last week's bombshell that ITV viewing has fallen by 25% in a year. This figure could have been predicted from existing data.