Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels,  29.06.2020  
C(2020)  4514 final   
PUBLIC VERSION 
 
To the notifying p arty 
Subject : Case M. 9853 – HGK / IMPERIAL SHIPPING GROUP  
Commission decision pursuant to  Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 20 May 2020, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Mer ger Regulation by which3 Häfen und 
Güterverkehr Köln AG (“HGK”, Germany), controlled by Stadtwerke Köln GmbH 
(Germany),  acquires control of  the European inland shipping business currently 
owned by  Imperial Mobility International B.V. & Co. KG , Druten and i ts 
subsidiaries  (the sellers will be referred to as “Imperial Group”, t he Netherlands)  
(hereafter: the “Transaction”) . 
(2) The Transaction will consist of the acquisition  of sole control , within the meaning of 
Article 3(1) (b) of the Merger Regulation, by way of purchase of 100% of the shares 
in the following entities (including their respective affiliates): Imperial Shipping 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “ Merger Regulation” ). With effect from 1 December 2009,  the Treat y on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” by “internal market” . The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3. 1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 200 , 15.06.2020 , p. 10.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are show n thus […]. Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
 
2 Rotterdam B.V. (the Netherlands ), Wijnhoff & Van Gulpen & Larsen B.V.( the 
Netherlands ), Imperial Logistics SARL  (France ), Imperial Gas Barg ing GmbH  
(Germany ), and Imperial Shipping H olding GmbH, ( Germany ). These entities will 
be jointly referred to as  ‘Imperial Shipping Group’ , ‘Imperial’ or ‘the Target’ ( the 
Netherlands, Germany and France).    
1. THE PARTIES  
(3) HGK,  which  is solely controlled by Stadtwerke Köln GmbH (“SWK”, Germany)  
and therefore ultimately by the city of Cologne,  is active in the areas of inland 
waterway transportation, transhipment/stevedoring  services at inland terminals, 
inland port infrastructure, rail transportation, rail in frastructure, freight forwarding 
and logistics services and short sea shipping in Germany with a focus on Cologne 
and the Rhine area.   
(4) The Target  is currently controlled by the Imperial Group and is active in inland 
navigation, transhipment/stevedoring ser vices, storage, transport  logistics, ships 
clearance and trade in vehicles, servicing customers in Germany, Benelux and 
Northeast France.  
(5) HGK will also be referred to as the 'Notifying P arty' and together with Imperial as 
'the Parties’  or the ‘merged entit y’. 
2. THE OPERATION  
(6) As part of a bidding process, HGK submitted a binding offer on 31 March 2020 to 
acquire 100% of the shares in the Target. On 30 April, the P arties concluded a  
Framework Agreement on the Sale and Transfer of the Waterway Transportation 
Business of the Imperial Group (“Framew ork Agreement”) .4 Through the 
Framework Agreement, HGK will acquire 100% of the shares in the Target .    
(7) In light of the above, post -Transaction, HGK will have sole control  over the Target 
within the meaning of Article 3(1)(b) EUMR.  
3. UNION DIMENSION  
(8) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million5 in 2019 [ HGK: EUR […]  million, Imperial: EUR 
[…] million] . Each of them has an EU -wide turnover in excess of EUR 250 mil lion 
[HGK: EUR […]  million, Imperial: EUR […]  million] , but they do not each achieve 
more than two- thirds of their aggregate EU -wide turnover within one and the same 
Member State.6  
(9) The notified operation therefore has a  Union dimension pursuant to Articl e 1(2) of 
the Merger Regulation.  
                                                 
4  The Parties intend to complete the proposed merger by the end of June 2020 at the latest.  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
6  While HGK achieved more than two thirds of its Union wide turnover in Germany, the Target did not.  
 
 
3 4. MARKET DEFINITION  
(10) Both HGK and the Target are active in the provision of freight transport by inland 
waterway, stevedoring services and  the market for short -sea shipping.7 In addition, 
HGK i s also active in the market for rail freight transport and inland port  
infrastructure (public ports). 
4.1. Inland waterway freight transport  
4.1.1. Product market  
(11) In previous cases, the Commission found that not all modes of freight transport, that 
is, by air, land and sea are generally substitutabl e with each other in view of the 
geographic situation of the customer as well as the specific characteristics of the 
goods transported8 and that the different modes of freight transport –  by air, land and 
sea could be distinguished, but the Commission did not take a final position on this .9  
(12) Furthermore, the Commission considered that transport by land10 may be further 
segmented into transport by rail, road, and inland waterways while , however , leaving 
the market definition open.11   
(13) Interchangeability among rail, road and inland waterways depends on the good 
transported. While it is technically possible to transport almost all goods on either 
mode, barging on inland waterways is generally the cheapest way, in particular for 
the mass transport of dry bulk goods and when the final customer is located on a 
river/canal or close by. In those latter cases it is not uncommon that larger customers 
of coal, iron ore or coke build their entire logistics chain around barging, and often 
own barges and harbour infrastructure.12  
(14) This view , that interchangeability depends on the type of goods transported and that 
barging on inland waterways is in general the cheapest way,  has been generally 
confirmed by the market investigation. For instance, one of the Parties’ customers 
indicated that  while , in their view, freight transport by rail would be an alternative to 
dry bulk barge transport from, for instance, the port of Rotterdam to Neuss in 
Germany , a level of investment would be needed to make this possible .13 A 
competitor considered that dry bulk inland waterways shipping is in competition 
with train -transport and that, in certain industry branches in particular ( for instance, 
chemical industry, energy, steel  and construction), both transport modes are strong 
and stand in direct competition to each other.14 On the other hand, another 
                                                 
7  The Parties’ combined market share in short sea shipping is only around [0 -5]%. Consequently, this 
market wil l not be further discussed in this decision.  
8  See M.4294 Arcelor/SNCF/CF L Cargo; M.3150 SNCF/Trenitalia; M.5096 RCA/MAV Cargo.  
9  See, for instance, cases M.6425 - Imperial Mobility/Lehnkering; M.4294 – Arcelor/SNCF/CFL Cargo; 
M.3150 – SNCF/Trenitalia; M .5096 – RCA/MAV Cargo ; M.5480 – Deutsche Bahn/PCC Logistics  
para 18-19 and 22; M.4746 –  Deutsche Bahn/English Welsh & Scottish Railway Holdings (EWS)  para. 13. 
10  The market for inland transportation was defined as covering the physical movement of goods b y using 
own (i.e. owned or leased) equipment ; see M.8120 – Hapag -Lloyd/U ASC para. 29.  
11  See M.5480 Deutsche Bahn/PCC Logistics , para 2 2; M.4746 –  Deutsche Bahn/English Welsh & Scottish 
Railway Holdings (EWS)  para. 1 7. 
12   See minutes of the call of 8 June 2020 with a market participant.  
13  See minutes of the call of 28 May with a market participant.  
14  See minutes of the call of 26 May with a market participant .  
 
 
4 competitor indicated that, while shifting between transport modes for container 
transport would be relatively easy, this would be more difficult for dry bulk 
transport, as whole supply chains are often built for one specific modality. In its 
view, even though switching between modes of transport happens with regard to dry 
bulk to a limited extent, inland waterways transport would still be the most cost-
effective way of transporting dry bulk goods in the  Rhine area.15  
(15) In light of the results of the market investigation and in line with previous practice, 
the Commission considers that it is not necessary to conclude on whether transport 
by inland waterways and rail form part of the same market. The Parties  are mainly 
active in the inland waterways  transport market while only HGK is active in rail 
freight transport as well  where it is a small player compared to the incumbent 
Deutsche Bahn.16 Therefore, for the purposes of this Decision, the Commission will 
assess the market for inland waterways transport, as the Transaction would not raise 
serious doubts as to its compatibility with the internal market whether rail and road  
were included or not.  
(16) As regards the market for transport by inland waterways , the Comm ission 
considered in previous decisions that there were differences in the boats and 
handling of boats transporting (i) dry bulk products, (ii) liquids and (iii) containers.17  
(17) The Commission found that the transport of dry bulk products on ships on inland 
waterway s constituted a separate product market .18 Its earlier market investigations 
have also shown that barges and boats used for the transport of liquid bulk products  
cannot easily transport dry bulk products19 and that the majority of transport 
suppliers  are active in either the dry bulk or liquid field.20 This distinction was also 
confirmed by the market investigation in this case.21 
(18) As HGK does not transport liquid bulk and there are no affected markets on the 
market for transporting containers22 by inland waterways, this Decision will assess 
the market for dry bulk transport only and the markets for liquid bulk and container 
transport will not be considered further  in this Decision .  
                                                 
15   See minutes of the call of 03 June 2020 with a market participant.  
16  In a market includin g both rail and inland waterways transport, the Parties’ combined market share would 
be around [5 -10]%. See Form CO, para 278.  
17 IV/897 Stinnes/Haniel Reederei , para 20; See also M.4082 – Cargill/Pagnan II , para 12 where the market 
investigation also showe d that barges and boats used  for the transport of liquid bulk products cannot easily 
transport dry bulk products ; M.6425 – Imperial Mobility/Lehnkering  para. 10.  
18  See IV/897 –  Stinnes / Haniel Reederei,  para 20.  
19  See COMP/M.4082 –  Cargill/Pagnan II , para 12.  
20  See case M.6425 -  Imperial Mobility/Lehnkering  para 11.  
21  See, for instance, minutes of the calls of 26 May and 3 June 2020 with market participants.  
22  HGK is active in this market through neska.  According to the Parties, the Target’s market s hare is very 
small and it is below [0-5]% in this market.  This was confirmed by one market participant as well, see 
minutes of the call of 26 May 2020 with a market participant.  See Form CO, para 125.  Therefore, the 
market for container transport is not re levant and will not be further considered in this Decision in the 
assessment of horizontal or vertical effects.  
 
 
5 Inland waterway transport of dry bulk products  
(19) The Commission has so far left open the question of whether the dry bulk products 
market should be further subdivided between the various transported goods like for 
example coal, ore, sand, steel  etc. The Commission's market investigation in 
previous cases confirmed that there are generally no dedicated ships for certain 
products and that shippers also switch between transporting different products.23  
(20) The Parties submit that f rom the supply -side perspective of shipping services 
providers, dry bulk cargo vessels can be used for all s uch goods, subject to cleaning 
prior to usage . They argue that c leaning  can be done with relatively low effort and 
expense.24 In any case, the Parties  provi ded market  share information also based on 
different dry bulk product categories.25 The Commission's m arket investigation in 
this case also confirmed that it is possible, following the necessary cleaning, to use 
the same barges to transport different types of dry bulk products ,26 that there are 
generally no dedicated ships for certain products and that shippers also switch 
between transporting different products.27 This allows transport companies to switch 
between different dry bulk products for a transport upstream and back downstream 
in order to maximize their supply chain efficiency. Which ship is used for  which 
transport and for which dry bulk product normally depends on the customers’ 
demands.28 However, some competitor s also indicated that larger vessels will be 
used more frequently for the transport of coal, coke and construction materials and 
may not be  particularly suitable to transport grain/feed , for instance.29  
(21) For the purposes of this Decision , the Commission considers that the precise 
definition of the product market for the transport of dry bulk products on inland 
waterways can be left open as the Transaction  would not raise serious doubts as to 
its compatibility with the internal market even if the relevant product market were 
narrower, based on the type of products transported.   
4.1.2. Geographic market  
(22) The Commission has considered in previous decisions that the geographic scope of 
the market for inland waterway freight transport  should take into account the 
different trades or navigation corridors.  
(23) In its decision in case M.1621 - Pakhoed/van Ommeren , the Commission considered 
the Rhine delta (the Ne therlands and Belgium), Germany and Switzerland as the 
appropriate geographic market  and considered that i nland waterway transport  is done 
on a limited route in order to supply clients along this route.  
                                                 
23  See above, case M.6425 - Imperial Mobility/Lehnkering,  paras 12 -13. 
24  See Form CO, para 117.  
25  See under section 5.1.1.3 of this Decision.  
26  See minutes of the call of 27 May 2020 with a market participant where it was indicated that barges used 
for the transport of coal can also be used for iron ore, steel and other types of dry bulk.   
27  See for instance the minutes of the call of 26 May 2020 with a market participant, confirming that every 
dry bulk ship can in general be used for every dry bulk goods transport. For example, a ship that has 
transported coal before can be cleaned and used to transport grain, if certain technical requirement s are 
met.  
28  See minutes of the call of 3 June 2020 with a market participant . 
29  See minutes of the call s of 26, May and 3  June 2020 with market participants .  
 
 
6 (24) In case M.6425- Imperial Mobility/Lehnkering ,30 the notifying party submitted that 
the relevant geographic markets for the transport of both dry bulk products and 
liquid chemicals are the respective routes for inland waterways, namely the Rhine 
area (from the Rhine Delta in the Netherlands/Belgium to Basle in  Switzerland), the 
northern German rivers and canals and the Main/Danube area.  In that case, t he 
Commission findings confirmed that there are differences in the types of vessels that 
can be used on these corridors. The market investigation showed that for competitors 
a crucial restraint in offering freight transport services also beyond their respective 
territories lies in the size of the barges. In particular, most of the vessels navigating 
on the Rhine are too large for the smaller canals and rivers of th e northern area. 
However, the precise geographic market definition was left open in that case.  
(25) The Parties in the present case took guidance from these decisions and agree that the 
geographic market definition for inland waterways freight transport  should  comprise 
the entire Rhine basin. Given the communitarian nature of the Rhine,31 the Parties 
submit that national segmentation would be unreasonable and have provided data 
replicating the geographic market considered in the Commission precedents  above ,32 
including market share data for the Rhine basin only33 and for a broader market 
including Germany, Belgium and the Netherlands.34  
(26) The Parties also note that there are some differences as to which type of  ships may 
navigate the Rhine and its tributaries as well as the Western German canal system. 
The Rhine and its tributaries allow for large ships  – although the Rhine allows for 
the largest types of ships. On the Dortmund- Ems-Kanal, however, the size of the 
ships is smaller and their capacity is lower ; hence, a larger cargo cannot be 
continuously transported from the Rhine to the Middle Lands. For dry bulk cargo in 
particular, given that transport capacity may be adjusted by coupling non- motorized 
                                                 
30  See paras 23 -25 of the decision. In case M.1621- Pakhoed/van Ommeren,  the Commission consid ered the 
Rhine delta (the Netherlands and Belgium), Germany and Switzerland as the appropriate geographic 
market . 
31  The Parties refer to the international nature  of the Rhine , upon which the principles of the freedom of 
navigation, unity of the (regulator y) scheme and of equal treatment are applicable. Under such principles, 
(i) navigation on the Rhine is open to all, subject to observance of the regulations which have been 
adopted for the purpose of maintaining general safety; (ii) the rules on traffic on the Rhine are contained 
in uniform regulations that are applicable on the entire length of the river (although this does not preclude 
specific provisions for certain sectors) and (iii) all the stakeholders in navigation on the Rhine must be 
treated equall y, regardless of their nationality.  See reply to Request for information (‘RFI’) 6, received on 
24 June 2020.  
32  Further areas of (minor) activities of the parties are the area of the North German rivers and canals 
(Mittellandkanal, Weser, Elbe as well as the waterways in Berlin, Brandenburg and Mecklenburg-
Vorpommern) and the Main -Danube area. However, the P arties’ market shares in these regions are well 
below 20% in any conceivable market definition and these navigation corridors will not be considered 
further in this note.      
33  Because of the different ways that statistics are gathered and compiled by national (or regional) offices,  in 
order to estimate the market size of the Rhine, the P arties summed the figures provided by the statistics 
offices of Be lgium (Wallonia and Flanders), the Netherlands and Germany. To carve out the proportions 
relating to other German inland waterways, the parties reduced the German statistics to 83%, which is 
how much the CCNR considers the Rhine to weigh in the overall Ger man figures. Switzerland was 
disregarded due to its tangential contact with the Rhine and, for the fact that its inland waterway statistics 
would necessarily also be accounted for in those of other countries. Luxembourg was disregarded given 
that, aside fr om its smaller figures, much of its presence in Rhine navigation occurs through the Mosel, 
which is already included in the P arties’ figures.  
34  The Parties note that the focus on Belgium, Netherlands and Germany, i s in alignment with the 
methodology often  implemented by the CCNR in its Market Observation studies.  
 
 
7 barges together, traffic restrictions are determined by the size/t onnage of the cargo 
being transported at once, more than the structure or build of the vessels. Some 
shipping companies offer inland waterway transport from the Rhine delta all the way 
to Romania – the capacity, in these cases, being determined by the limi ts of the 
stricter corridors , that is, waterways/canals  involved. 
(27) Market participants also noted during the market investigation that the waterways 
used for the transport will determine the size of the vessel that can be used . In 
particular, any kind of ve ssel can be used along the river Rhine , while smaller rivers 
or canals would require smaller vessels.35  
(28) The market investigation confirmed that the geographic market comprises at least the 
Rhine basin. For instance, according to one market participant, the  Parties are active 
in the Rhine basin36 and another market participant noted that the geogr aphic market 
is the Rhine -Area from the Amsterdam Rotterdam Antwerp (ARA) ports  
(Netherlands and Belgium) until Cologne , including  the canal system from the Rhine 
until Dortmund.37 Another market participant considered the entire north- western 
European waterways to be one geographic market, as every vessel can travel almost 
anywhere in this range without problem  and developments within some of these 
waterways ( for inst ance, low water levels in the Rhine) may also affect the market in 
other waterways ( for instance, in Belgium).38 
(29) For the purpose s of this Decision, the Commission will assess the Transaction on the 
basis of a geographic market comprising the Rhine basin as well as a broader market 
including Germany, Belgium and the Netherlands . It considers  that the precise 
geographic market definition can be left open as the Transaction does not raise 
serious doubts as to its compatibility with the internal market on all alternatives 
considered.   
4.1.3. Conclusion on product and geographic market  
(30) For the purposes of this Decision, t he Commission considers that it is not necessary 
to conclude on the exact product and geographic definition for the market for the 
provision of freight  transport by inland waterways, as the Transaction would not 
raise serious doubts as to its compatibility with the internal market including when 
only the Rhine basin is considered and only the market for inland waterway transport 
of coal and fuels, for instance,  or inland waterway transport of agricultural and 
forestry products within that area is considered.  
                                                 
35  See minutes of the call of 28 May and 3 June 2020 with market participants.  
36  See for instance minutes of the call of 2 June 2020 with a market participant.  
37  See minutes of the call with o f 26 May with a market participant . One of the Parties’ customers also 
confirmed that the  geographic market includes the ARA ports and the Rhineland range  within which the 
Parties provide their services; See minutes of the call of 27 May 2020.  
38  See minut es of the call of 3 June 2020 with a market participant. .  
 
 
8 4.2. Stevedoring services  
4.2.1. Product market  
(31) The market for stevedoring services involves the loading, unloading, storage and 
land-side handling of cargo.39 It is an input for the provision of shipping services and 
is therefore upstream to these services.   
(32) The Commission has in the past considered  that the market for stevedoring services 
could be further subdivided according to the  three main types of cargo: 
(i) containers, (ii) dry bulk and (iii) liquid bulk goods.40 A previous decision 
regarding stevedoring services at sea ports also made reference to indications that the 
market for stevedoring services for dry bulk cargo could be further subdivided 
according to the type of commodity handled while ultimately le aving the market 
definition open.41 A further distinction which has been made by the Commission 
concerns the split between stevedoring  services for hinterland traffic as opposed to 
stevedoring  services for  transhipment traffic.42 It has, however, left the precise 
market definition open.  
(33) As there are no o verlaps between the Parties’ activities with respect to containers, 
the Parties have provided market shares regarding stevedoring services based on the 
market volume of all bulk goods (dry and liquid)  and dry bulk goods, but excluding 
containers.  
(34) With regard to the possible distinction between stevedoring  services for hinterland 
and transhipment traffic, the Parties, similarly to the notifying party in case M .6396-  
Rhenus/Wincanton,43 submit that the distinction does not play any role in this case. 
The Parties submit that, with respect to inland waterways transportation, in contrast 
to deep -sea traffic, it does not make any difference which further transport mo de is 
used (rail or truck), since the material is the same (provided there is a road and rail 
connection to the respective inland port). In addition, there is also no transhipment 
from one inland barge to another (like in deep -sea ports regarding transhipm ent 
services). Finally, the Parties note that the Target is not active in the transportation of 
containers, whereas multimodal transhipment is only possible for container 
transport. 
(35) The market investigation confirmed the Parties’ views that, for inland waterways 
transport (and therefore for inland ports), the distinction between hinterland and 
transhipment stevedoring services may not be applicable.44 Consequently, in this 
Decision and with regard to stevedoring services provi ded in inland ports, the 
                                                 
39  So far only defined for container terminal services, see, e.g., M.5398 – Hutchison/Evergreen , paras 9 -10; 
M.7523 – CMA CGM/OPDR , para. 6 3. 
40  See Case No JV.55 Hutchison/RCPM/ECT ; M.3884 – ADM P oland/Cefetra/BTZ , para 11 with reference 
to sea ports; M.6425-  Imperial Mobility/Lehnkering , para 21.  
41  See M.3884 – ADM Poland/Cefetra/BTZ  with reference to sea ports in Poland , paras 11 and 13.  
42  See case No JV.55 Hutchison/RCPM/ECT ; M.3576 –  ECT/PONL /Euromax . In case M.6396 -  
Rhenus/Wincanton, para 37, the Notifying Party submitted that a distinction between terminal services for 
hinterland and transhipment traffic is not applicable, as the same technique is used for both types of cargo 
handling.  
43  See M.6396-  Rhenus/Wincanton, para 37.  
44  See minutes of the call s of 26 May and 3 June 2020 with market participants.  
 
 
9 Commiss ion will assess these services as one market and will refer to it as 
transhipment /stevedoring services.   
(36) During the market investigation, one market participant indicated that the market for 
dry bulk stevedoring/ transhipment  in inland ports should be subdivided into 
segments (various types of dry bulk like agribulk, fertilizers, salt, coal, raw 
construction materials); in their view, while every dry bulk ship can be  used to 
transport every dry bulk product, not every dry bulk can be transshipped at every 
transshipment location/inland port due to the different characteristics of various 
types of dry bulk. For instance, coal cannot be handled by the same (kind of) crane, 
at the same transshipment location as grain.45  
(37) With respect to a further subdivision of  stevedoring/ transhipment services  for dry 
bulk, the P arties submit that generally the same kind of crane can be used for 
(un-)loading a vessel and that the transhipment service providers can offer the 
transhipment of a large variety of (dry bulk) goods and could easily expand their 
services to further goods. They note that, i n principle, all bulk goods that can be 
grabbed (greiffähig ) can be handled with the same technical equipment. 
Transhipment cranes or systems are generally applicable universally for dif ferent 
goods , with the exception of container cranes . In general, any bulk material 
(Schüttgut ) or general cargo ( Stückgut ) can be handled with these systems (only 
limited by the lifting capacity of the transhipment facility). Sometimes, cleaning is 
necess ary between the transhipment of various goods (e.g. food could not be 
transhipped directly after coal has been transhipped). Alternatively, the grippers of 
the crane ( Greifer ) can be changed, for example, so that each gripper can be used for 
one product gr oup only. This means that classic bulk handling terminals can actually 
cover a wide range of different products. The same generally applies to the (open) 
storage capacities. Consequently, there  are no  technical restrictions to the provision 
of these servic es between different products. In some case, providers would need to 
take into consideration additional elements based on approval requirements or 
specific product characteristics. For instance, depending on the facility, only certain 
types of goods are pe rmitted by the licensing regulations, so there may be 
restrictions on the variety of goods.46  
(38) With regard to a further subdivision of the stevedoring services market for inland 
ports according to the type of dry bulk product handled, the Commission conside rs 
that, while some adjustments may need to be made to the cranes used, these 
adjustments do not require a big investment on the part of the stevedoring services 
provider , and that  classic bulk handling terminals can actually cover a wide range of 
differen t products at the same time and expand their services to other goods, once 
obtaining the necessary license for certain products.  Furthermore, the Commission 
notes that during the market investigation the rest of the market participants did not 
raise any is sues with regard to the need to  further sub -divide the stevedoring services 
market for inland ports. 
                                                 
45  See additional information attached to the minutes of the call of 3 June 2020 with a market participant.  
46  See reply to RFI 4  received on 19 June 2020 . The Parties note that transhipment service providers do not 
always have a permit under Federal Immission Control Act (BImSchG) and/or water law for every 
conceivable cargo to be handled/stored. Essential aspects  in this respect are, for example, the dust content 
of the material or waste regulations.  
 
 
10 (39) The Parties also submit that a distinction should be drawn between stevedoring 
services provided in public inland ports and those provided in private inlan d ports 
only. Depending on whether public and private ports are considered to form a single 
market or not, the horizontal overlaps between the P arties vary.47  
(40) The market investigation in this case suggested that when private companies require 
stevedoring s ervices to be provided at their own private ports/terminals, they would 
often organise an open tender and discuss with several providers and have recourse 
to the same operators providing stevedoring services in public inland ports as well.48 
Providers of st evedoring services would also not appear to differentiate between 
stevedoring services provided in public or private ports.49  
(41) The Commission  considers that, for the purposes of this Decision , the product 
market definition, including whether stevedoring ser vices for public and private 
ports belong to the same market  or whether stevedoring services should be 
subdivided in hinterland or transhipment traffic or according to the type of cargo 
and/or type of commodity handled, can be left open since the Transacti on would not 
raise serious doubts as to its compatibility with the internal market under any 
plausible product market definition.  
4.2.2. Geographic market  
(42) The geographic scope for terminal cargo handling services is determined by the 
distance between the terminal and the final customers (depending on the direction of 
the transport, as recipient or sender of the goods ).50 Depending on the goods to be 
transhipped, this can mean cross -border regions such as Northern Europe (for 
transhipment traffic), but also individual cross -border areas such as Hamburg -
Antwerp (for hinterland traffic, e.g. by inland waterway, truck or train) or a 
segmentation at national level only.51 
(43) The Commission has assessed previous transactions considering the geographic 
market for container te rminal services servicing waterway transport between the 
Amsterdam Rotterdam Antwerp (ARA)  ports and the German Rhine area . In 
previous cases, most respondents to the market investigation had indicated that a 
50km distance up and down the Rhine of a partic ular terminal would not prevent 
them from switching to another terminal.52 The Commission has, however, in 
previous decisions left open the precise definition of the geographic market, 
including whether the geographic scope of terminal services covers the e ntire Rhine 
or only ports of a certain distance to each other, such as for instance the inland ports 
between Mainz and Karlsruhe , including Frankfurt and Aschaffenburg .53  
                                                 
47  See Form CO, para. 6 and paras 132 -139.  
48  See the minutes of the calls of 27 May, 28 May and 8 June 2020 with market participants.  
49  See minutes of the call of 26 May 2020 with a marke t participant.  
50  See M.2632 -  Deutsche Bahn/ECT/United Deposits/JV, para 19.  
51  See cases  M.7523 – CMA CGM/OPDR , para. 65; M.3973 –  CMA CGM/DELMAS , para 12.  
52  See M.6396 -  Rhenus/Wincanton,  para 44.  
53  See M.6396 -  Rhenus/Wincanton, para 45 in which the  Notifying Party claimed that ports within a radius 
of 50 km of each other would be interchangeable . 
 
 
11 (44) In previous decisions,54 the Commission also assumed, with regard to transhipment 
services, that the geographic market for the transhipment of containers for hinterland 
transport by inland waterway between the ports of Amsterdam, Rotterdam and 
Antwerp (ARA) and the Rhine/Ruhr area includes all container terminals in the area 
between Nijmege n and Cologne  but left open whether  this would be limited to  a 
radius between 100 and 200 km for each port.55  
(45) The Parties generally agree with th e above delineation , which they believe should 
also apply to the transhipment of other goods. They submit that m uch of the dry bulk 
cargo that is transported is delivered, and unloaded, direct ly at customers’ facilities. 
In these cases, customers choose providers by the bottom -line prices offered 
(including transport and cargo handling services).  They also  submit that at least the 
port of Bonn should be included in this range as it is HGK’s immediate competitor 
only around 30 km south of its port in Cologne.56 
(46) In line with its previous practice, the Commission will assess the transaction 
considering a geographic mark et for stevedoring services servicing waterway 
transport between Nijmegen and Cologne . As the Parties have provided market share 
data both for a market including Bonn and without it , the Commission will also 
assess the Transaction considering a Nijmegen -Bonn range as well.   
4.2.3. Conclusion on product and geographic market  
(47) For the purposes of this Decision, t he Commission  considers that the exact product 
and geographic scope of the stevedoring services market  for inland waterways 
transport  can be left open, as the Transaction would not raise serious doubts as to its 
compatibility with the internal market whether Bonn is included or not. 
4.3. Inland Port Infrastructure  
4.3.1. Product market  
(48) Within the inland waterways transport sector, the Commission has previously 
defined  separate markets for inland waterways freight transport  and 
stevedoring /transhipment  services.57 The Notifying Party submits that within th e 
inland waterways transport sector, an additional market for the provision of inland 
port infrastructure  exists, whi ch is an upstream market supplied to shipping 
companies wishing to land their vessels in the port and tranship goods, terminal 
operator s transhipping goods in the port and companies based in the port providing 
logistics services or leasing space.58 The Noti fying Party further submits that, within 
                                                 
54   See reference in M.6452  - Imperial Mobility/Lehnkering , para 26; M.2632 Deutsche Bahn/ECT 
International/United Depots/JV , para 19; M.7523 – CMA CGM/OPD R, para 65; M.3973 –  CMA 
CGM/DELMAS , para.12.  
55  See M.2632 – Deutsche Bahn/ECT International/United Depots/JV , para  19; M.6425 –  Imperial 
Mobility/Lehnkering , para. 26;  M.6396 - Rhenus/ Wincanton International , para  46. 
56  According to the Parties, w hen dr y bulk cargo is delivered at third party por ts, ports within a range of 
150 km are considered as alternatives for a customer . See Form CO, para 167.  
57  See section 4.1 and 4.2 of this Decision.  
58  See Form CO, para 142.  
 
 
12 this market for inland port infrastructure, a further sub -segmentation between public 
and private ports should be assumed.59  
(49) The Commission has so far  not analysed the market for  inland port infrastructure. In 
order  to determine the scope of the relevant product market in relation to inland port 
infrastructure, the Commission will first assess the overall market for inland port 
infrastructure and subsequently assess different possible segmentations.  
(50) According to the Parties, the market for inland port infrastructure comprises the 
provision of port areas  with direct access to the waterway , the provision of landside 
port infrastructure for the transhipment of goods from ship to shore or to another 
mode of transport, cra ne facilities  and storage facilities, the provision of waterside 
infrastructure for installation  of ships  for the purpose of trans hipping  goods and the 
rental and leasing of port buildings  in the broader sense .60 For the provision of these 
facilities, the p ort infrastructure provider charges certain fees, such as  embankment 
fees for the permission of transhipment  (usually payable by the company providing 
stevedoring/transhipment services) , port fees as payment for the landing of vessels  
(usually payable by t he shipping companies) , crane fees as remuneration for the 
provision of a crane including a crane operator  and revenues from renting and 
leasing of part areas including facilities  (either to companies operating their own 
terminal or companies providing tra nshipment/stevedoring services) .61  
(51) The Parties submit that the customers of the operator of a public inland port are, on 
the one hand, logistics companies that offer the handling of goods for third parties 
and, on the other hand, usually larger companies t hat have their own handling 
terminals, production or storage facilities in the public port and carry out the loading 
and unloading or transhipment of goods themselves (own handling).62 
(52) The Parties further draw a distinction  between public inland ports, oper ated by 
public authorities, and private inland ports, operated by private undertakings. While 
according to the Parties, public ports are public services of general interest, available 
on a non- discriminatory basis to all transhipment and shipping customers , private 
ports are used by the private owner or operator and are generally not available to 
third parties  and do not collect shor e and port fees . Therefore, the Parties argue, 
public and private inland ports are typically not in competition with each othe r.63 
(53) The market investigation broadly confirmed the Notifying Party’s views.  
(54) Market participants have indicated  that from a demand -side perspective, the 
provision of inland port infrastructure services  constitutes  a different demand than 
the operation of t ermina ls or the provision of stevedoring/ transhipment services. 
While providers of stevedoring/transhipment services require access to port 
infrastructure to provide these loading, unloading, storage and land- side handling of 
cargo  services, which port i nfrastructure is being used will depend on the customer. 
While some customers operate their own private ports or docks and solely require 
                                                 
59  See Form CO, para.89.  
60  See Form  CO, para.140.  
61  As previously defined by the Bundeskartellamt, 30.01.2012, B -9-125/11,  HGK/Neuss -Düsseldorfer Häfen  
(Rhein -Cargo) , paras. 38- 48. 
62  See Form CO, para.90.  
63  See Form CO, para 89.  
 
 
13 stevedoring/transhipment services, others will use public inland ports to have their 
goods handled (in which the stevedoring/transhipment services can be done by the 
same company that owns the port , or a separate company).64 Which element s of the 
logistics within the inland waterways transport sector are conducted by which market 
participant thus varies  significantly  (from separated  shipping, stevedoring / 
transhipment  services and port infrastructure providers to fully  integrated  service 
providers ), depending on the business model of the market participant concerned  and 
the preferences  of the customer.65  
(55) Market participants f urther confi rmed  that from a supply -side persp ective, the owner 
of the port -infrastructure does not necessarily operate all terminals (to provide 
stevedoring/ transhipment services ) within the port. These services can also be 
provided by third parties  that operate own terminals within a  (public)  port.66 These 
third parties would be ser vice providers for shipping companies/their customers and 
at the same time themselves  be customers of the  respective port. They would 
therefore be providing a  separate service t han the port  infrastructure provider  itself.  
The market investigation further confirmed that public inland port infrastructure 
providers have a legal obligation to allow other transhipment/  stevedoring providers 
access to their ports, thereby further allow ing for a differentiation  between these 
markets.67  
(56) Based on the a bove, the C ommission therefore considers that there is a distinct 
product market for the provision of inland port infrastructure, which is separate from 
other markets within the inland waterw ays transport sector.  
(57) As the ports in the relevant geographic range handle a variety of goods68 and 
overlaps between the ports in terms of available infrastructure necessary for the 
handling of different product categories remain,69 the Commission does not further 
differentiate between different inland port infrastructures according to the type of 
goods handled.  
(58) Regarding a possible sub- division according to public or private ports, f or the purposes 
of this decision , the precise definition of the market for  the provision of inland port 
infrastructure can be left open , as the Transaction does not raise serious doubts if the 
product market were further divided into public and private inland port infrastructure.  
As part of this decision, the Commission, will ho wever only look at the more narrow 
potential market of public inland ports, as HGK’s only activity in the provision of 
private ports infrastructure  is the terminal operated by  its subsidiary  neska in 
Dormagen70 and Imperial is not active in the provision of  port infrastructure at all.   
                                                 
64  See minutes of the call s of 26, 27 and 28 May 2020 with market participants.  
65  See minutes of the call s of 26, 27 and 28 May 2020 with market participants . 
66  See minutes of the call s of 26, 27 May and 2 June 2020 with market participants . 
67  See minutes of the call of 03 June 2020 with a market participant.  
68  Form CO, para 247.  
69  As established in: Bundeskartellamt, 30.01.2012, B -9-125/11, HGK/Neuss -Düsseldorfer Häfen (Rhein-
Cargo) , para 47.  
70  […]; See reply to RFI3 received on 17 June 2020.  
 
 
14 4.3.2. Geographic market  
(59) On the geographic scope of the market, the Parties submit that it should be defined in 
terms of catchment areas, which they submit covers a distance of around 150 km.  
Only ports located within this distance a re considered as substitutable by port 
customers . On th is basis, the Bundeskartellamt has  previously  defined inland ports 
on a regional basis and considered the ports located on the Rhine from Wesel to 
Bonn with the hinterland "Rhine -Ruhr" to belong to one  market (Bonn -Wesel -
range) , which the P arties suggest as the relevant market.  
(60) While the Commission has not yet expressly defined the geographic market for 
inland port infrastructure, the results of the market investigation confirmed the 
results of the mar ket investigation confirmed the Parties’ assessment of the 
geographic market to encompass the Bonn- Wesel range .71 In light of this and 
considering all the information available to it,  the Commission  considers this 
definition to also be appropriate for the g eographic market for  the provision of port 
infrastructure .  
4.3.3. Conclusion on product and geographic market  
(61) The Commission  will thus assess the Transaction on the basis of the Bonn- Wesel 
range of ports.  However, it considers that, for the purpose of this Decis ion, the exact 
product and geographic scope of  the market for inland port infrastructure services 
can be left open, since the Transaction would not raise serious doubts as to its 
compatibility with the internal market under any alternative product market 
definition  considered above  in the Bonn- Wesel range.  
5. COMPETITIVE ASSESSMENT  
(62) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal ma rket or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(63) In this respect, a merger may entail horizontal and/or non- horizontal effects. 
(64) The Parties' activities  create a horizontal overlap  in the following product markets :72 (i) 
inland waterway transport  for dry bulk cargo and container transport  and (ii) 
transhipment/stevedoring services.  
(65) There is no horizontal overlap between the P arties’ activities in the following 
markets: a) inland port infrastructu re; b) rail freight transport and c) railway 
infrastructure , as only HGK is active in these markets .  
(66) The Transaction gives rise to horizontally affected markets with respect to (i) the 
inland waterways transport of certain dry bulk products73 in Germany, B elgium and 
the Netherlands as well as the Rhine basin and (ii) the markets for the provision of 
                                                 
71  See minutes of the call of 02 June 2020 with a market participa nt. 
72  As indicated above, see para. 10 and footnote 6,  the Parties’ combined market share in short sea shipping 
is only around [0 -5]%. Consequently, this market will not be further discussed in the Decision.  
73  In particular: agricultural/forestry products, coal and fuels and other goods.  
 
 
15 stevedoring /transhipment services for all ports  (public and private ), as well as for 
private ports, both for all bulk or dry bulk goods, in the Nijmegen- Bonn and 
Nijmegen -Cologne  range.74 These will be discussed in section  5.1 below. 
(67) The Transaction creates vertically affected markets with respect to the Parties’ 
activities in the markets for inland waterways transport as well as 
stevedoring/transhipment services (downstream) and the activities of HGK in the 
provision of inland port infrastructure in the Bonn -Wesel  range  (upstream) as well as 
the Parties’ activities in inland waterways transport (downstream) and 
stevedoring/transhipment services (upstream) . These w ill be discussed in section  5.2 
below. 
(68) In addition, the Commission will further examine potential conglomerate effects due 
to the transaction  (see section  5.3 below ). 
5.1. Horizontal effects  
5.1.1. Inland waterway freight transport market for dry bulk    
(69) Both HGK (thr ough its subsidiaries Häfen und Transport AG [‘ HTAG’]  and neska) 
and the Imperial Shipping Group (via subsidiaries Imperial Shipping Rotterdam 
B.V., Imperial Shipping Holding GmbH, Wijnhoff & Van Gulpen & Larsen B.V. 
[Wijgula] and Imperial Gas Barging GmbH ) are active in inland waterway transport. 
While HGK and Imperial are both active in the transport of dry bulk goods, the 
Imperial Shipping Group is furthermore active in the field of transport of liquid 
goods and HGK (via its subsidiary neska) is also act ive in the transport of 
containers. HGK is not active in the transport of liquid goods. Imperial Shipping 
Group is only active in the transport of containers exceptionally, in individual cases.  
(70) The Transaction therefore leads to a horizontal overlap betwe en the Parties’ 
activities in the market for inland waterways transport of dry bulk as well as for 
several sub -segmentation s of dry bulk by category of goods75 in Germany, Belgium 
and the Netherlands as well as the Rhine basin. The consequences of the Trans action 
on these markets will therefore be analysed in the following.  
5.1.1.1. Market characteristics  for inland waterway transport of dry bulk  
(71) The market for inland waterway transport of dry bulk exhibits characteristics 
different from liquid bulk or container tra nsport. As these are relevant for the 
competitive analysis of the Transaction, these will be set out before the competitive 
analysis for the dry bulk waterway transport market and all plausible sub-
segmentations.  
                                                 
74  The market for inland waterways container transport does not give rise to an affected market, due to the 
very limited activity of the Target. HGK’s market share (via its subsidiary neska) is well below 20% and 
the mar ket share of the Target is below [0 -5]%. The combined market share is below 20%. As indicated 
above, this market will not be fur ther discussed in the Decision.  
75  In particular: Coal and fuels, agricultural and forestry products and other goods.  
 
 
16 (A) Fragmented market with few large shipping c ompanies  
(72) The inland waterway transport  business for dry bulk has been  traditionally  
characterized by small -scale bargin g businesses  or single -barge owners 
(“Partikuliere ”), operating independently of one another .76 However, while the 
market is still highly fragmented, a small number of significantly larger  inland 
waterways shipping companies and brokers  (including the Parties, the Rhenus Group 
[‘Rhenus’] and Coöperatie NPRC  U.A. [ ‘NPRC ’]) have come to  separate themselves 
from the rest  in size . Their size is  significantly larger than that of their competitors  
respectively . The remaining  market is made up of  a large number of shipping 
companies with moderate to small market shares.77  
(73) This structure can partially be explained by the demand -structure of the market. 
Large industrial customers  will often  look for one logistics provider to service all 
their (significant)  dry bulk transport needs instead of finding different inland 
waterways transport providers for every individual transport. Some of the contracts 
of these large industrial customers require a significant  number of ships as well as a 
certain  infrastructure on the side of the shipping company to deal with the required 
volume and assure constant deliveries.78 
(74) Even larger shipping companies (such as the Par ties) however often do not own a 
sufficient amount of vessels  to service the demand of such larger customers , but 
rather rent vessels  from smaller market participants  according to their needs .79 This 
is being done either through (e xclusive) charter contract s, where the charterer (owner  
or Partikulier) bears the utilisation risk or through lease contracts where the lessee 
bears the utilisation risk.80 Most of these contracts are concluded on an annual basis, 
whereas the majority of the rest are spot contracts.81 Furthermore,  smaller shipping 
companies often participate in the market via brokers, which act as intermediaries 
between customers and smaller transport companies. While there is a significant  
number of brokers available, the largest ones  are the  major  shipping companies (such 
as the Parties and  Rhenus).82 Smaller shipping companies alternatively also have the 
option of working within a cooperative organisation (such as NPRC  or Deutsche 
Trans port-Genossenschaft Binnenfahrt [‘ DTG’] ), in which they commit to  cooperate 
with one another to be able to better compete with bigger shipping companies.83 
(75) While certain of the larger customers may not consider the smaller inland waterway 
transport  providers as direct alternatives to the major shipping companies, the 
smaller the customer  and the contract  is, the greater the range of inland waterways 
providers they will likely consider  bidding for the contract .84 Similarly, competitors 
                                                 
76  See min utes of the call s of 26 May and 3 June 2020 with market participants .  
77  See Form CO, para 375; See minutes of the call s of 26, 27 May and 2, 3 June 2020 with market 
participants . 
78  See minutes of the call s of 26, 27 May and 3 June 2020 with market parti cipants . 
79  HGK does not have an own fleet and operates entirely through time -charters or rental agreements whereas 
Imperial Shipping Group owns [Further information on the structure and ownership structure of Imperial’s 
fleet]. See Form CO, para 307 -308. S ee also minutes of the calls of 26 May and 2 June 2020 with market 
participants . 
80  See Form CO, para 306.  
81  See Form CO, para 312.  
82  See minutes of the call s of 26 May and 3 June 2020 with market participants . 
83  See minutes of the call of 3 June 2020 w ith a market participant.  
84  Se Form CO, para 349.  
 
 
17 stated  in the market investigation that depending on the contract that they are bidding 
for, they also consider smaller shipping companies and even individual barge owners 
(Partikuliere)  to be  direct competitors .85   
(B) Switching  
(76) Most  inland waterway transport  contracts are concluded on a non- exclusive, annual 
basis.86 Furthermore, with several notable exceptions,87 the market is characterized 
by a high degree of standardization and a low degree of specialization and 
complexity .88 This gives customers for the transport of dry goods the ability to 
switch from one provider to the next at relative short  notice.  The cost of switching 
for customers is also likely to be very low.89 
(77) In addition, most transport c ontracts are regularly  awarded by tender.90 Even in cases  
of long -standing business relationships, transport providers will often have to 
participate i n tenders again for most orders.91 Market volumes can thus shift 
relatively quickly  from one transport provider  to another. The willingness of 
customers to switch transport providers was confirmed by competitors in the market 
investigation.92 
(C) Price sensitivity  and customer preferences  
(78) The market for the transport of dry bulk is characterized by strong price sensitivity 
amongst the customers. While qualitative factors may play a role  for customers  in 
selecting the shipping company, price plays the most importa nt role . This was 
confirmed by  the Parties as well as in the market investigation , with multiple 
participants stressing the strong price sensitivity of shipping customers and the great  
importance of the price  when choosing an inland waterway transport provider for dry 
bulk goods , even for long -standing customers.93 
(D) Barriers to entry  
(79) Barriers to entry  for the market for inland waterway transport of dry bulk are 
relatively low . In particular, compared to the market for inland waterway transport of 
liquid bulk, investment s necessary to become active in this market would be 
relatively low . In addition, as explained above, several companies  active in the 
market  (including HTAG)  do not actually own the vessels they use to fulfil their 
                                                 
85  See minutes of the call of 26 May 2020 with a market participant.  
86  See Form CO, para 344; Also s ee minutes of the call of 3 June 2020 with a market participant.  
87  Some services do however require a h igh degree of specialization, due to the volume or type of product 
shipped or due to additional circumstances. Given the scope of the contract, the infrastructure or 
investments needed and the complexity of the operation, switching suppliers would be much more 
difficult and costly in these circumstances. See Form CO, para 355 and s ee minutes of the call of 
27 May 2020 with a market participant.  
88  See Form CO, paras 344  and 347.  
89  See Form CO, para 347.  
90  See minutes of the call s of 26 and 27 May 2020 wi th market participants . 
91  See Form CO, para 357 -358, and s ee minutes of the call of 26 May 2020 with a market participant.  
92  See minutes of the call s of 26 May and 3 June 2020 with market participants . 
93  See minutes of the call s of 26 and 27 May 2020 wi th market participants ; Also see  Form CO paras 336 
and 360.  
 
 
18 contracts, but charter/lease t hem.94 Regarding regulatory barriers to entry, depending 
on which waterway a company operates on, different patents/licenses (such as the 
Rhine -patent) may be required. However, within the EU, the requirements for these 
patents/licenses are mostly comparabl e.95 Consequently, there  have been several 
examples of medium -sized shipping companies entering the market for inland 
waterway transport of dry bulk in the last three years.96 
(E) Development  of the market  
(80) The market for the inland waterway transport of dry bulk is a mature market, which 
however is likely to experience a decline in volume in the future,97 largely due to the 
phase out of coal -fired power plan ts in Germany until 2038.98 As a competitor of the 
Parties further confirmed in the market investigation, the  volume of the  market for 
inland waterway transport of dry bulk is also likely  to further decline in the future  
due to the increased use of containers.99 This shrinking of the market is expected to 
lead to an increase in overcapacity100 and heightened competi tion.101  
(F) Conclusion 
(81) The Commission will assess the horizontal effects of the Transaction in the market 
for inland waterway freight transport of dry bulk on the relevant geographic markets, 
taking account of the general characteristics of these markets as described in the 
section above.  
5.1.1.2. Market for inland waterways transport of dry bulk 
(82) The concentration does not  give rise to an affected market  in the broader product 
market for inland waterway transport of dry bulk under any plausible geographic 
market  definit ion, with combined market shares by the Parties of [5 -10]% in 
Germany, Belgium and the Netherlands  and [5-10]% in the Rhine basin in 2019 
respectively.102  
 
 
                                                 
94  See Form CO, para 364 and 381.  
95  See Form CO, para 387.  
96  Rijnmonod Logistics B.B., founded in 2018; G.K. Logistics B.v. in 2018; see Form CO, paras 366- 367. 
97  See minutes of the call of 2 J une 2020 with a market participant.  
98  See Form CO, para 334.  
99  See minutes of the call of 3 June 2020 with a market participant.  
100  See Form CO, para 378.  
101  See minutes of the call of 3 June 2020 with a market participant.  
102  All market shares for inlan d waterways transport markets: see Form CO, Annex 7.3.0. The Parties' 
estimates rely on the figures provided by the annual reports of the European Central Commission for 
Navigation on the Rhine (“CCNR”) and the survey of Eurostat and the national statistic al offices ( in 
Germany: Federal Statistical Office –  Destatis; in the Netherlands: CBSS Statistics Netherlands; in 
Belgium: Direction gènèaire opérationnelle de la Mobilité et des Voies hydrauliques Wallonie, Vlaamse  
Waterweg Flanders) as the data basis fo r determining the market volume.  
 
 
19 Table 1 – I nland waterway transport of dry bulk in DE/NL/BEL (volume) 103 
Volume 
(in tonnes ) 2017  2018  2019  
Volume  Market 
Share  Volume  Market 
Share  Volume  Market 
share  
Imperial  […] [5-10]%  […] [5-10]%  […] [5-10]%  
HGK  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [10-20]%  […] [10-20]%  […] [5-10]%  
Rhenus 
Partnershi
p GmbH 
& Co. KG  […]  [5-10]%  […]  [5-10]%  […]  [5-10]%  
NPRC  […]-
[…] [0-5]-[5-
10]% […]-[…] [0-5]-[5-
10]% […]-[…] [0-5]-[5-
10]% 
Trans -Saar 
BV […] [0-5]% […] [0-5]% […] [0-5]% 
Haeger & 
Schmidt 
Logistics 
GmbH […]   [0-5]% […] [0-5]% […] [0-5]% 
Deutsche 
Binnenree
derei  […] [0-5]% […] [0-5]% […] [0-5]% 
Others  n/a [60-70]-
[70-80]%  n/a [60-70]-
[70-80]%  n/a [60-70]-
[70-80]%  
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO, Annex 7.3.0, Annex 7.2.1.4, and Reply to Request for Information 
7 (‘RFI7’), received on 26 June 2020, Annex 1.  
 
 
 
 
 
                                                 
103  Market shares of competitors have been provided as estimates by the Parties based on publicly available 
data.  
 
 
20 Table 2 -  Inland waterways transport of dry bulk in the Rhine basin  (volume)104 
Volume (in 
tonnes ) 2017  2018  2019  
Volume  Market 
Share  Volume  Market 
Share  Volume  Market 
share  
Imperial  […] [5-10]%  […] [5-10]%  […] [5-10]%  
HGK  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [10-
20]% […] [5-
10]% […] [5-10]%  
Rhenus 
Partnership 
GmbH & Co. 
KG […] [5-10]%  […]  [5-
10]%  […] [5-10]%  
NPRC  […]-[…] [0-5]-[5-
10]% […]-[…] [0-5]-
[5-10]%  […]- […] [0-5]-[5-
10]% 
Trans -Saar 
BV […] [0-5]% […] [0-5]% […] [0-5]% 
Haeger & 
Schmidt 
Logistics  
GmbH […] [0-5]% […] [0-5]% […] [0-5]% 
Deutsche 
Binnenreedere
i AG […] [0-5]% […] [0-5]% […] [0-5]% 
Others  n/a [60-70]-
[70-80]%  n/a [60-70]-
[70-
80]% n/a [60-70]-
[70-80]%  
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO, Annex 7.3.0, Annex 7.2.1.5. and Reply to RFI7, received on 26 
June 2020, Annex 2.  
(83) The transshipment volumes of the Parties and those of  their main competitors  were 
broadly confirmed in the market investigation ,105 although some uncertainties  as to 
the overall size of the market for inland waterways transport of dry bulk products 
(and thereby the Parties’ market shares) remain .106 
                                                 
104  Market shares of competitors have been provided as estimates by the Parties based on publicly available 
data.  
105  See minutes of the call of 26 May 2020 with a market participant.  
106  See additional information received following the call with a market participant on 03 June 2020.  
 
 
21 (84) The Commission considers that post -Transacti on, the merged entity would continue 
to face competition by several major shipping companies or shipping cooperati ves, 
such as Rhenus (market share: [5 -10]%), NPRC (market share: [0 -5]-[5-10]% ) and 
competitors such as Trans -Saar, Haeger & Schmidt and Deutsche Binnenreederei,107 
with estimated market shares of [0 -5]% each in the market for inland waterway 
transport of dr y bulk for both geographic markets .108 Market participants  have 
confirmed in the market investigation that they consider  Rhenus,109 NPRC and 
Trans -Saar110 to be competitors of the merged entity  and to provide comparable 
services .111 In addition, the market investi gation indicated that currently, still  
between  [70-80]%  of the  highly fragmented market is being served by smaller 
companies, other than these  larger  competitors  and the Parties.112  
(85) While some competitors expressed  concerns about the impact of the T ransacti on on 
the overall market for inland waterway transport for dry bulk, particularly in the 
Rhine basin,113 the majority of market participants have expressed the view that the 
Transaction will have no  impact  or a positive impa ct on the market for inland 
waterw ays transport of dry bulk.114 In addition, while a competitor has stated in the 
market investigation that the T ransaction might further increase the dependency of 
smaller shipping companies on larger brokers,115 the market investigation has shown 
that even cer tain very large industrial customers also consider small competitors to 
be viable alternatives to the services of the Parties and other large shipping 
companies .116 
(86) In view of the above considerations and all evidence available to it, the Commission 
consider s that the Parties will face sufficient competition in the market for inland 
waterway transport for dry bulk in Germany, the Netherlands and Belgium and the 
Rhine basin post -Transaction and that the competitive constraints on the Parties 
would be sufficient.  The Commission therefore concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to the horizontal effects in the market for inland waterways transport for dry bulk 
under any plausible geographic market.  
5.1.1.3. Market s for inland waterways transport of  certain  dry bulk products  
(87) On several narrower product markets subdivided according to  the type of goods 
transported, the combined entity would have higher market shares than on the overall 
                                                 
107  A transaction involving the purchase of the majority of shares in Deutsche Binn enreederei AG by Rhenus 
SE & Co KG is currently being assessed by the German Competition Authority (Bundeskartellamt, case 
no: B9 -66/20).  
108  Estimates by the Parties, based on the information published on the homepages of the competitors, 
broadly confirmed by participants of the market investigation.  See Reply to RFI7, received on 
26 June 2020, Annexes 1 and 2.  
109  See minutes of the calls of 26, 27 May and 2 June 2020 with market participants.  
110  See minutes of the call of 2 June 2020 with a market particip ant. 
111  Other potential competitors named in the market investigation include: Dettmer Reederei, Deutsche 
Transport Genossenschaft, Bavaria Schiffahrts u. Speditions AG, Ruhrmann Logistik, Rederij de Jong, 
DAP Barging, Eurokor Barging BV; See minutes of the call of 27 May 2020 with a market participant.  
112  See minutes of the call of 3 June 2020 with a market participant.  
113  See minutes of the calls of 26 May and 3 June 2020 with market participants.  
114  See minutes of the calls of 26, 27 and 28 May 2020 with  market participants.  
115  See minutes of the call of 3 June 2020 with a market participant.  
116  See minutes of the calls of 27 May and 8 June 2020 with market participants.  
 
 
22 market for inland waterway transport for dry bulk, leading to affected markets in the 
markets for the inland waterway transport of coal  and fuels , agricultural and forestry 
products as well as other goods.117 
(A) Inland waterway transport of  coal  and fuels  
(88) The combined market shares of both parties on the market for inland waterway 
transport of coal and fuels118 in 2019 was [20- 30]%  in Germany, Belgium and the 
Netherlands  and [10- 20]%  in the Rhine basin.  
Table 3 -  Inland waterways transport of coal  and fuels  in the DE /NL/BEL  (volume)  
Volume of coal 
and fuels (in 
tonnes ) 2017  2018  2019  
Volume  
in 
tonnes  Market 
Share  Volume  
in 
tonnes  Market 
Share  Volume 
in 
tonnes  Market 
share  
Imperial  […] [10-20]%  […] [10-20]%  […] [10-20]%  
HGK  […] [5-10]%  […] [5-10]%  […] [5-10]%  
Combine d […] [20-30]%  […] [20-30]%  […] [20-30]%  
Rhenus 
Partnership 
GmbH & Co. 
KG […] [10-20]%  […] [10-20]%  […] [10-20]%  
Trans -Saar BV  […] [5-10]%  […] [5-10]%  […] [5-10]%  
NPRC  […] [0-5]% […] [0-5]% […] [0-5]-[5-
10]% 
Haeger & 
Schmidt 
Logistics  
GmbH […] [0-5]% […] [0-5]% […] [0-5]% 
Others  n/a [40-50]-
[50-60]%  n/a [40-50]-
[50-60]%  n/a [40-50]-
[50-60]%  
Total  […] 100%  […] 100%  […] 100%  
Source: Form Co, Annex 7.2.1.6. and Reply to RFI7, received on 26 June 2020,, 
Annex 3  
                                                 
117  The segmentation of the total market transport volume by groups of goods is  based on the NST -2007 
classification (Standard Goods Classification for Transport Statistics) established by Eurostat and the 
national statistical authorities . 
118  Product division NST 02 of the NST -2007 classification . 
 
 
23 Table 4 -  Inland waterways transport of coal  and fuels  in the Rhine basin (volume ) 119 
Volume of 
coal/oil and gas 
(in tonnes) 2017  2018  2019  
Volume  
in 
tonnes  Market 
Share  Volume  
in 
tonnes  Market 
Share  Volume  
in 
tonnes  Market 
share  
Imperial  […] [10-20]%  […] [10-20]%  […] [10-20]%  
HGK  […] [5-10]%  […] [5-10]%  […] [5-10]%  
Combined  […] [20-30]%  […] [10-20]%  […] [10-20]%  
Rhenus 
Partnership 
GmbH & Co. 
KG […] [10-20]%  […] [10-20]%  […] [10-20]%  
Trans -Saar BV  […] [5-10]%  […] [5-10]%  […] [5-10]%  
NPRC  […] [0-5]% […] [0-5]% […] [0-5]-[5-
10]% 
Haeger & 
Schmi dt 
Logistics  
GmbH […] [0-5]% […] [0-5]% […] [0-5]% 
Others  n/a [40-50]-
[50-60]%  n/a [50-60]-
[60-70]%  n/a [40-50]-
[50-60]%  
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO, Annex 7.2.1.8. and Reply to RFI7, received on 26 June 2020, 
Annex 4  
(89) The combined m arket shares of the Parties as well as the overall m arket 
concentration in the market for inland waterway transport of coal is higher  than in 
the broader market for dry bulk, as customers for the transport of coal are larger and 
fewer in number  and individual contracts are for larger amounts of goods 
transported.120 Nevertheless, p ost-Transaction, the merged entity would continue to 
face competition in the market for inland waterway transport for coal by several 
major shipping companies or shipping collective s, such as Rhenus (market share  
estimate : [10-20]% ), Trans -Saar ( [5-10]% ), NPRC ( [0-5]%) and smaller competitors 
such as Haeger & Schmidt, OTS, Interrijn and others.121 Although it was not 
possible to verify all the market shares due to the large number of s maller 
                                                 
119  Market shares of competitors have been p rovided as estimates by the Parties based on publicly available 
data.  
120  See Form CO, paras 354 and 377.  
121  See Form CO, Annex 7.4.1.2. and Reply to RFI7 received on 26 June 2020, Annex 3 and 4.  
 
 
24 competitors, the relative size of most larger competitors has been confirmed by the 
Commission’s market investigation.  
(90) In addition, the market shares of the Parties are likely to be overestimated and 
therefore in reality smaller than market shares p rovided. D ue to differing internal 
classifications of goods, w hen calculating their market shares in the respective 
markets subdivided by dry bulk product categories  allocated under NST -
classification , the Parties frequently allocated the respective  produc t volumes to 
several  groups  of goods  at the same time . The market shares of the Parties are thus 
likely to be overstated.122 In any case, as can be seen in the table above, the Parties’ 
combined market shares are relatively low remaining below 20% for the Rh ine basin 
in 2018 and 2019 and reaching a maximum of [20-30]%  in 2017 falling to [20- 30]%  
in 2019 for a geographic market including Germany, Belgium and the Netherlands.  
(91) The relative size and capacity of the Parties compared to their closest competitors 
may provide them with a competitive advantage when entering a tender for some  
larger  contracts  (such as those in the coal transport sector) , in particular for large -
scale orders of industrial custom ers. In addition, for the transport of coal, often larger 
vessels are used (compared to those for other bulk products) . This can explain the 
respectively larger market share of the Parties in the market for the transport of coal.  
However, the market investigation has shown that sufficient competitors with the 
ability compete effectively will remain active in the market , such as Rhenus  and 
NPR C.  
(92) In addition, the high level of standardization within the market, the low cost of 
switching suppliers, the relatively short duration of contracts , the strong price -
sensitivity of customers  and the large size of industrial customers, particularly in the 
market for the transport of coal,123 provides customers with countervailing buyer 
power that will apply competitive pressure on the merged entity and furt her inhibits 
the Parties  abilit y post -Transaction to significantly impede effective competition.  
(93) Furthermore, barriers to entry to the market for inland waterway transport for all 
products are relatively low. While the market for the transport of coal is likely to 
decline due to  the foreseen closing of coal power plants in Germany by 2038, 
thereby making market entry less likely, there have been several notable entries to 
the market in recent years.124 The Commission therefore considers potential market 
entry in the future to further potentially constrain the  Parties ’ ability post-
Transaction to significantly impede effective competition.  
(94) While some  competitors voiced concerns about the growing gap between the market 
shares of the largest inland waterways transport provider (the mer ged entity) and all 
other competitors  during the market investigation,125 the majority of market 
participants did not express concerns regarding the market for inland waterway 
transport of coal.126  
                                                 
122  See Form CO, para 216.  
123  See Section 5.1.1.1.  of this Dec ision.  
124  See Section 5.1.1.1.  of this Decision.  
125  See minutes of the call of 03 June 2020 with a market participant.  
126  See minutes of the calls of 26, 27 and 28 May 2020 with market participants.  
 
 
25 (95) In view of the above considerations and all evidence availabl e to it, the Commission 
considers that the Parties will face sufficient competition in the market inland 
waterway transport of coal and fuels  in Germany, the Netherlands and Belgium and 
the Rhine basin post -Transaction and that the competitive constraints on the Parties 
would be sufficient. The Commission therefore concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to the horizontal effects in the market for inland waterway  transport of  coal under 
any of the plausible geographic market  definitions considered.  
(B) Inland waterway transport of  agricultural and forestry products  
(96) When looking at the estim ated value  (instead of volume) of transportation, the 
market for inland waterway transport o f agricultural and forestry products127 is affected  
by the Transaction . The combined market shares of both P arties on the market for  
inland waterway transport of agricultural and forestry products in 2019 were  
[20-30]%  in 2019 in Germany, Belgium and the Net herlands  and [10-20]%  in the 
Rhine basin.128  
Table 5 -  Inland waterways transport of agricultural and forestry products  in 
DE/NL/BEL ( value) 129 
Value of 
agricultural  and 
forestry products  
(in EUR)  2017  2018  2019  
 Sales 
in 
EUR  Market 
Share  Sales 
in 
EUR  Marke t 
Share  Sales 
in 
EUR   Market 
share  
Imperial  […] [10-20]%  […] [10-20]%  […] [10-20]%  
HGK  […] [0-5]% […] [10-20]%  […] [5-10]%  
Combined  […] [10-20]%  […] [20-30]%  […] [20-30]%  
Others  n/a [80-90]%  n/a [70-80]%  n/a [70-80]%  
Total  […] 100%  […] 100%  […] 100%  
Source: Form CO, Annex 7.2.1.6. 
(97) The combined market shares of the Parties in the market for inland waterway 
transport of agricultural and forestry products remains relatively modest and only 
surpasses 20 % (in 2018 and 2019) when looking at the larger geogr aphic market of 
Germany, Belgium and the N etherlands but remains below 20% in each of the last 
three years for the Rhine basin. It furthermore  likely only sur passes 20 % due to 
                                                 
127  Product division NST 0 1 of the NST -2007 classification . 
128  The Parties’ combined market share (value) in the R hine basin has not surpassed 20 % from 2017 to 2019  
([10-20]% in 2017, [10- 20]% in 2018, [10- 20]% in 2019 ). 
129  Market shares of competitors have been provided as estimates by the Parties based on publi cly available 
data, see Reply to RFI6, received on 24 June 2020.  
 
 
26 double counting of fertilizers  and forestry products  by the Parties  and only whe n 
looking at value of contracts .130 In addition, when looking at the volume  transported, 
the combined market shares  of the Parties remain below 20% within each of the 
years from 2017 to 2019 in all alternative  geographic markets .131 
(98) Post-Transaction, customers  in Germany, the Netherlands and Belgium as well as 
the Rhine area will still have the ability to switch to other existing suppliers. P ost-
Transaction, a sufficient number of competitors , including NRPC  (market  share 
estimate for volume: [5 -10]%  in 2019 for DE/NL/BEL) , Rhenus  ([5-10]% ), DTG 
([0-5]%) and MSG eG  ([0-5]%),132 will remain on the market.133 The Parties will 
therefore continue to face robust  competition from players which are already active 
in the market.  
(99) In addition, above -considerations134 on counter vailing buyer power due to relative 
ease of switching, short - to medium -term contract length , price sensitivity of 
customers  as well as relative standardization of the market also apply in the market 
for the transport of agricultural and forestry products. Furthermore, barriers to entry 
to this potential market are likely to be even lower, as the transport of agricultural 
products is often conducted on mid- sized vessels,135 which are cheaper to buy or 
lease/rent.  
(100)  While some  competitors voiced concerns about t he growing gap between the market 
shares of the largest inland waterways transport provider (the merged entity) and all 
other competitors  during the market investigation,136 the majority of market 
participants did not express concerns regarding the market for inland waterway 
transport of agricultural and forestry products.137  
(101)  In view of the above considerations and all evidence available to it, the Commission 
considers that the Parties will face sufficient competition in the market for inland 
waterway transpor t of agricultural and forestry products  in Germany, the 
Netherlands and Belgium and the Rhine basin post -Transaction and that the 
competitive constraints on the Parties would be sufficient. The Commission 
therefore concludes that the Transaction does not r aise serious doubts as to its 
compatibility with the internal market with respect to the horizontal effects in the 
market for inland waterway  transport of agricultural and forestry products under any 
of the plausible alternative  geographic market  definitio ns considered. 
                                                 
130  See Form CO, para 206.  
131  The Parties’ combined m arket shares ( volume ) in the market for inland waterway transport of agricultural 
and forestry products in DE/NL/BEL  were : [10-20]% in 2017, [10 -20]% in 2018, [10- 20]% in 2019; in 
Rhine basin:  [10-20]% in 2017, [10- 20]% in 2018, [10- 20]% in 2019; See: Form CO, Annex 7.2.1.6 and 
Annex 7.2.1.8.  
132  Market share estimates for Rhine basin are slightly higher for all competitors. Market share estim ates for 
competitors were only provided in volume , see reply to RFI7 received on 26 June 2020. However, as the 
difference between value and volume is relatively small, these market shares still provide a realistic 
picture of the size of the main competitor s in the market for inland waterway transport of agricultural and 
forestry products.  
133  As most vessels can be used to transport every dry bulk products, competitors are the same as in the 
overall market for inland waterway transport of dry bulk.  
134  See Section 5.1.1.1. ( B)-(E) of this decision.  
135  See minutes of the call of 26 May 2020 with a market participant.  
136  See minutes of the call of 03 June 2020 with a market participant.  
137  See minutes of the calls of 26, 27 and 28 May 2020 with market participa nts. 
 
 
27 (C) Inland waterway transport of  other goods  
(102)  Furthermore, t he market inland waterway transport of  other goods138 is affected by 
the Transaction . The Parties’ combined market shares for the market for inland 
waterway transport for other goods have varied between [40- 50]%  in 2017 to [0-5]% 
in 2019 in Germany, Belgium and the Netherlands  and [40-50]%  in 2017 to [0-5]% 
in 2019 in the Rhine basin.  
Table 6 -  Inland waterways transport of other goods  in the DEU/NL/BEL  (volume) 139 
Volume of other 
goods  (in tonnes ) 2017  2018  2019  
Volume  
in 
tonnes  Market 
Share  Volume  
in tonnes  Market 
Share  Volume 
in tonnes  Market 
share  
Imperial  […] [20-30] […] [10-20]%  […] [0-5]% 
HGK  […] [20-30] […] [10-20]%  […] [0-5]% 
Combined  […] [40-50]%  […] [20-30]%  […] [0-5]% 
Ruhrm ann 
Logistik GmbH 
& Co.KG  n/a n/a n/a n/a […]-[…] [10-20]-
[40-50]%  
Haeger & 
Schmidt 
Logistics  
GmbH  n/a n/a n/a n/a […]-[…] [5-10]-[10-
20]%  
Rhenus 
Partnership 
GmbH & Co.  
KG n/a n/a n/a n/a <[…]  <[5-10]%  
Deutsche 
Transport 
Genossenschaft 
Binnenschifffart 
e.V. n/a n/a n/a n/a <[…]  <[5-10]%  
Total  […] 100%  […] 100%  […] 100%  
 Source: Form Co, Annex. 7.2.1.6. 
                                                 
138  Product division NST 18 of the NST -2007 classification . The Standard Goods Classification for transport 
statistics (NST -2007) is a statistical nomenclature by Eurostat used to classify goods transported by road, 
rail, inland waterway and sea (marit ime); See: Commission Regulation (EC) No  1304/2007 of 7 
November 2007 amending Council Directive 95/64/EC, Council Regulation (EC) No 1172/98, 
Regulations (EC) No  91/2003 and (EC) No  1365/2006 of the European Parliament and of the Council 
with respect to t he establishment of NST 2007 as the unique classification for transported goods in certain 
transport modes . 
139  Market shares of competitors have been provided as estimates by the Parties based on publicly available 
data, see reply to RFI6, received on 24 J une 2020.  
 
 
28 (103)  The Parties explain t he enormous fluctuation of the market shares in this market by 
the lack of homogeneity and clarity when classifying goods as “other  goods”.140 
According to the c lassification system for transport statistics (NST 2007)141, NST -18 
refers to “Grouped goods: a mixture of types of goods which are transported 
together”. This means that various goods are transported under this category, where 
the shipping companies do not provide any further subdivision. Also amongst the 
Parties, the goods that were classified in this category varied significantly. The 
figures on "other goods" provided by Eurostat and the statistical authorities of the 
countries concerned do not seem to  follow any systematic approach.  In particular, it 
is unclear whether there is a  targeted competition between the shipping companies 
for the transport of other goods. According to the Parties, therefore, each inland 
shipping company  reports as NST -18 whatever they understand to fall outside of 
other categories and/or lies outside their business scope and no competitor is 
specifically active in this subdivision. This assessment is supported by the enormous 
fluctuations in the total va lue of goods shipped in this category.  
(104)  The Commission was therefore not able to establish the concrete market shares of 
competitors in a potential market for the inland waterway transport of other goods. 
However, as almost all dry bulk vessels can be used to transport all dry bulk goods 
after a relatively fast and easy  cleaning process,142 competitors on a potential market 
for the inland waterway transport of other goods  are likely to be the same as on an 
overall market for  inland waterway transport of dry bulk .  
(105)  According to the Parties, the ir highest combined market share in 2019 was [0-5]% 
under any alternative  geographic market definition for a market for inland waterway 
transport of other goods. No customer or other market participant raised concerns 
regarding this potential market during the market investigation. Moreover, the 
above -considerations on countervailing buyer power and market entry apply to this 
market as well.  
(106)  In view of the above considerations and all evidence available to it, the Commissi on 
considers that the Parties will face sufficient competition in the market inland 
waterway transport of other goods  in Germany, the Netherlands and Belgium and the 
Rhine basin post -Transaction and that the competitive constraints on the Parties 
would be sufficient.  The Commission therefore concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to the horizontal effects in the market for inland waterway  transport of other goods  
under any of the plausible alternative  geographic market  definitions considered.  
5.1.1.4. Conclusion 
(107)  The Commission therefore concludes that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with respect to the horizontal 
effects in the market for inland waterways transport of dry bulk products  or any 
                                                 
140  See Form CO, para 220.  
141  UN, Economic and Social Council, Report of the Working Party on Transport Statistics on its Fifty -Ninth 
Session (28 –30 May 2008), Addendum: Classification system for transport statistics (NST 2007), 
Document ECE/TRANS /WP.6/155/Add.1 of 24 June 2008, available at 
https://www.unece.org/trans/main/wp6/transstatwp6nst.html.  
142  See minutes of the call of 26 May 2020 with a market participant.  
 
 
29 alternative  sub-segmentation according to category of goods in any alternative  
geographic market  considered . 
5.1.2. Stevedoring/transhipment  services market  
5.1.2.1. Overview  
(108)  HGK is active in this ma rket via various subsidiaries: HTAG provides transhipment 
services in Duisburg (three terminals  via MASSLOG GmbH),143 Ginsheim -
Gusta vsburg, Mannheim and Karlsruhe; neska provides transhipment services in 
Cologne and Düsseldorf, as well as in Dormagen, Krefel d and in Neuss (general 
cargo and bulk but also containers) ; RheinCargo144 provides transhipment services in 
Cologne, Düsseldorf and Neuss. In the field of stevedoring/ transhipment, HGK 
operates almost only in public inland ports on the Rhine (Nijmegen -Bonn range) , 
except for the private port of Dormagen.  
(109)  Imperial Shipping Group provides cargo handling services exclusively in […] 
private  inland ports ( […]) for individual customers145 and is not active in public 
inland ports. As the coal -fired power plant in Me hrum is expected to cease operating  
[…].146 
(110)  The Transaction leads to a horizontal overlap between the Parties’ activities in the 
market for stevedoring/transshipment services in public and private ( meaning  all) 
ports as well as in the more narrow market of s tevedoring/transshipment services in 
privat e ports  between the Amsterdam Rotterdam Antwerp (ARA) ports and the 
German Rhine area, both for all bulk and dry bulk .147 The concentration give s rise to 
affected market s for a wider market of  stevedoring/transshipm ent services in  public 
and private ports as well as a more narrow market of  stevedoring/transshipment 
services in  private ports only , both for all bulk and dry bulk only for every plausible 
geographic market.  
(111)  As the overall market volume has been assessed based on data taken  from selected 
ports only  (excluding most private and some  public inland ports) , the actual overall 
market size is likely to be higher  and market shares of the Parties are thus likely to 
be overstated.148 This particularly affects the info rmation provided for the 
stevedoring/ transhipment volume in private ports, as there are no reporting 
obligations for private parties as to the volume of goods handled in private ports.149 
In addition, RheinCargo (subsidiary of HGK) does not provide transhipm ent services 
for liquid goods itself. All liquid bulk terminal s in RheinCargo’s ports are operated 
                                                 
143  MASSL OG GmbH is a 50%50 joint venture of HTAG and Duisburger Hafen AG.  
144  RheinCargo is a 50/50 joint venture between HGK and Neuss -Düsseldorfer Häfen GmbH and Co KG.  
145  Buss Imperial Logistics in Duisburg is a 50/50 joint venture of Imperial with Buss Port Ser vices GmbH in 
Hamburg, which provides stevedoring services to […]  on its premises in Duisburg -[…]. In Neuss, 
Imperial provides services exclusively for […] . The stevedoring services in […]  are provided by the 
Arbeitsgemeinschaft „Kohlenumschlag Kraftwerk M ehrum“ GbR, a 50/50 cooperation of the Imperial 
Shipping Group (via NVG) and Rhenus (having the operational lead); it […] .  
146  See Form CO, para 317.  
147  Imperial Shipping Group is not active in the potential market for the provision of 
stevedoring/tranship ment services for liquid bulk (see Form CO, para 268) or containers (see: Response to 
RFI1 received on 10 June 2020).  
148  See Form CO, para 246.  
149  See Form CO, para 246.  
 
 
30 by customers or third parties. Nevertheless, these transhipment figures are included 
in HGK’s market shares.150 Therefore, the information provided represents a worst -
case scenario  regarding the Parties’  market shares,  and is likely to be lower .151 
5.1.2.2. Stevedoring/transhipment services in public and private  (all)  ports  
(112)  The Parties’ combined market shares  in the market for stevedoring/ transhipment 
services in public an d private ports in 2019 was  [30-40]%  for all bulk goods and 
[30-40]%  for dry bulk goods  in the Nijmegen -Bonn range (market shares: [30- 40]%  
and [40-50]%  respectively for  the more narrow  Nijmegen -Cologne range , excluding 
the port of Bonn ).152 
Table 7 – steved oring/transshipment services for all bulk in public and private  ports  in the 
Nijmegen -Bonn range  (volume)  
 2017 (in 
million 
tonnes)  Share 2017 
(in %) 2018 (in 
million 
tonnes)  Share 2018 
(in %) 2019 (in 
million 
tonnes)  Share 2019 
(in %) 
Overall 
market 
volume […] 100%  […] 100%  […] 100%  
HGK  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Imperial  […] [10-20]%  […] [10-20]%  […] [10-20]%  
Rhenus 
Logistics  n/a n/a n/a n/a […] [5-10]-[10-
20]%  
Ruhrmann 
Logistik 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [5-10]-[10-
20]%  
Hafen 
Krefeld 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [5-10]%  
Chemion 
Logistik 
GmbH  n/a n/a n/a n/a […] [0-5]% 
Combined  […] [30-40]%  […] [30-40]%  […] [30-40]%  
Source: Form CO, Annex 7.3.0., and Reply to RFI7 . 
                                                 
150  See Form CO, para 260.  
151  Market shares are calculated according to the Statistical  Reports for Inland Shipping established by the 
Land North Rhine Westphalia for a selected group of ports between Emmerich and Bonn (both: 
Germany). According to the Parties, these only include a small portion of the volumes transhipped in 
private ports. I n addition, not all public ports are included in the list as well (e.g. Nijmegen); See Form 
CO, paras 223 and 266.  
152  See: Response to RFI1 , received on 10 June 2020.  
 
 
31 Table 8 – stevedoring/transshipment services for dry bulk in public and private  ports in 
the Nijmegen -Bonn range  (volume)  
 2017 (in 
million 
tonnes)  Share 2017 
(in %)  2018 (in 
million 
tonnes)  Share 2018 
(in %)  2019 (in 
million 
tonnes)  Share 2019 
(in %)  
Overall 
market 
volume  […] 100%  […] 100%  […] 100%  
HGK  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Imperial  […] [10-20]%  […] [10-20]%  […] [10-20]%  
Rhenus 
Logistics  n/a n/a n/a n/a […] [5-10]-[10-
20]% 
Ruhrmann 
Logistik 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [5-10]-[10-
20]% 
Hafen 
Krefeld 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [0-5]% 
Chemion 
Logistik 
GmbH n/a n/a n/a n/a […] [0-5]% 
Combined  […] [40-50]%  […] [40-50]%  […] [30-40]%  
Source: Form CO, Annex 7.3.0. and Reply to RFI 7.  
 
  
 
 
32 Table 9 – stevedoring/transshipment services for all bulk in public and private ports in the 
Nijmeg en-Cologne  range (volume)  
 2017 (in 
million 
tonnes)  Share 2017 
(in %)  2018 (in 
million 
tonnes)  Share 2018 
(in %)  2019 (in 
million 
tonnes)  Share 2019 
(in %)  
Overall 
market 
volume  […] 100%  […] 100%  […] 100%  
HGK  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Imper ial […] [10-20]%  […] [10-20]%  […] [10-20]%  
Rhenus 
Logistics  n/a n/a n/a n/a […] [5-10]-[10-
20]% 
Ruhrmann 
Logistik 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [5-10]-[10-
20]% 
Hafen 
Krefeld 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [5-10]%  
Chemion 
Logistik 
GmbH n/a n/a n/a n/a […] [0-5]% 
Combined  […] [30-40]%  […] [30-40]%  […] [30-40]%  
Source: Response s to RFI1  and Reply to RFI 7  
 
  
 
 
33 Table 10 – stevedoring/transshipment services for dry bulk in public and private ports in 
the Nijmegen -Cologne  range (volume)  
 2017 (in 
million 
tonnes)  Share 2017 
(in %)  2018 (in 
million 
tonnes)  Share 2018 
(in %)  2019 (in 
million 
tonnes)  Share 2019 
(in %)  
Overall 
market 
volume  […] 100%  […] 100%  […] 100%  
HGK  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Imperial  […] [10-20]%  […] [10-20]%  […] [10-20]% 
Rhenus 
Logistics  n/a n/a n/a n/a […] [5-10]-[10-
20]% 
Ruhrmann 
Logistik 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [5-10]-[10-
20]% 
Hafen 
Krefeld 
GmbH & 
Co. KG  n/a n/a n/a n/a […] [0-5]% 
Chemion 
Logistik 
GmbH n/a n/a n/a n/a […] [0-5]% 
Combined  […] [40-50]%  […] [40-50]%  […] [40-50]%  
Source: Response s to RFI1  and Reply to  RFI7 . 
(113)  Even given the likely overestimation of the Parties ’ market shares in all bulk and dry 
bulk ma rkets in both the Nijmegen -Bonn and Nijmegen- Cologne range, the  Parties’  
combined market sha res barely  surpass [40-50]% . In addition, post -transaction , the 
merged entity would continue to face competition in  the market for 
stevedoring/transshipment services in public and private ports by competitors such 
as Rhenus,153 Ruhrmann Hafen Logistik and sm aller or local competitors such as 
Hafen Krefeld GmbH and Co KG, Zietschmann , Haeger & Schmidt &  
Preymesse r.154 
(114)  Even when analysing the overall market for stevedoring/transhipment services in 
private and public ports , it should be noted that  Imperial Shippin g Group’s activities 
in the provision of stevedoring services are limited to only […]  customers in private 
                                                 
153  See minutes of the call of 26 May 2020 with a market participant.  
154  See Form CO, para 287 and Reply to RFI 7, received on 26 June 2020; also minutes of the calls of 27 May 
and 8 June 2020 with market participants.  
 
 
34 ports, which will be reduced to […]  customers […].155 These contracts are all  directly 
related and in service to Imperial Shipping Group’s  inland waterw ays transport 
business  and are exclusively provided in private ports to the Target’s inland 
waterways transport clients .156 These services are highly specialized and have been 
specifically tailored to the needs of  the customers.157 While these contracts amount  
to a relatively high volume of transhipped goods and thereby a sizable market share 
of Imperial Shipping Group, this activity is significantly different from the activity 
of HGK in the same market, which is almost exclusively active in public ports and 
provides services to a variety of customers  on a non- exclusive basis (even in its 
single private port operation  in Dormagen) .158 The Parties are therefore only in 
limited competition with one another  pre-Transaction . 
(115)  Moreover , except for specialized services s uch as those provided by the Imperial 
Shipping Group, s tevedoring/ transhipment services  are relatively interchangeable.  
This generally allows customers to switch between different service providers easily , 
which constrain s the Parti es’ ability post -Transaction to significantly impede 
effective competition .159 In addition, there are no significant regulatory barriers to 
entry regarding  the market for stevedoring/transhipment services. While there are 
general legal provisions regarding traffic and transhipment in ports and safety, these 
do not amount to significant barriers to enter the market.160 For a new entrant, while 
some initial investment might be necessary (in the form of cranes or storage 
area/warehouses), this investment is not prohibitive and could be i mplemented in a 
relatively short period including through, for instance, renting rather than buying.161 
(116)  Lastly , during  the market investigation, the majority of market participants hav ing 
expressed a view  stated  that the Transaction will have no impact on ma rket for 
stevedoring/transhipment services.162 
(117)  In view of the above considerations and all evidence available to it, the Commission 
considers that the Parties will face sufficient competition in the  market for the 
provision of stevedoring/transshipment servi ces for bulk or dry bulk goods in public 
and private ports, both in the Nijmegen- Bonn, as well as the narrower Nijmegen -
Cologne range. The Commission therefore concludes that the Transaction does not 
raise serious doubts as to its compatibility with the in ternal market with respect to 
the horizontal effects in the market for stevedoring/transshipment services in public 
and private ports in both plausible alternative geographic market s considered . 
5.1.2.3. Stevedoring/transhipment services in private ports  
(118)  The Partie s’ combined market shares in the market for stevedoring/ transhipment 
services  when only looking at private ports were  [20-30]%  for all bulk goods and 
[40-50]%  for dry bulk goods in 2019 under an y plausible geographic market .163 
                                                 
155  See Form CO, para  317. 
156  See Form CO, para 316.  
157  See Form CO, para 317.  
158  See Form CO, para s 319-320. 
159  See Form CO, pa ra 337.  
160  See Form CO, para 390.  
161  See, for instance, minutes of the call of 27 May 2020 with a market participant indicating that they could 
use the cargo handling and storage facilities offered by the ports.  
162  See minutes of the calls of 26 and 27 May  2020 with market participants.  
 
 
35 Table 11 – stevedoring/transsh ipment services  of bulk goods  in private  ports  in the 
Nijmegen -Bonn range  (volume)  
 2017 (in 
million 
tonnes)  Share 2017 
(in %)  2018 (in 
million 
tonnes)  Share 2018 
(in %)  2019 (in 
million 
tonnes)  Share 2019 
(in %)  
Overall 
market 
volume  […] 100%  […] 100%  […] 100%  
HGK  […] [0-5]% […] [0-5]% […] [0-5]% 
Imperial  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Combined  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Source: Form CO, Annex 7.3.0. 
Table 12 – stevedoring/transshipment services  for dry bulk in private  ports  in the  
Nijmegen -Bonn range  (volume)  
 2017 (in 
million 
tonnes)  Share 2017 
(in %)  2018 (in 
million 
tonnes)  Share 2018 
(in %)  2019 (in 
million 
tonnes)  Share 2019 
(in %)  
Overall  
market 
volume  […] 100%  […] 100%  […] 100%  
HGK  […] [0-5]% […] [0-5]% […] [0-5]% 
Imperia l […] [30-40]%  […] [30-40]%  […] [30-40]%  
Combined  […] [30-40]%  […] [30-40]%  […] [40-50]%  
Source: Form CO, Annex 7.3.0.   
(119)  While the overall combined market shares of both parties in the potential market for  
stevedoring /transhipment services in private por ts just surpassed [40-50]%  for dry 
bulk in 2019, it  is important to note that HGK’s activities o n this market are 
marginal ( [0-5]% for bulk, [0 -5]% for dry bulk in 2019 even with  likely overstated 
estimated market shares) and limited to one private termina l in Dormagen. The 
transaction will thus only have a very limited effect on the competition for the 
provision of stevedoring /transhipment  services in private ports. In addition, the 
increment added to the  Parties’  overall  combined market share in this mark et is quite 
small, which further limits the impact of this transaction on the market.  
                                                                                                                                                      
163  A differentiation between the Nijmegen -Bonn range and Nijmegen -Cologne range is not necessary for the 
assessment of stevedoring/transhipment services in private ports, as the only difference between both 
ranges would be t he inclusion of the port of Bonn, which is a public port (and thus not assessed in this 
market).  
 
 
36 (120)  While services like those performed by Imperial Shipping Group for its stevedoring 
customers […] require a certain degree of specialization and investment from the 
servi ce provider, other competitors in the market are also able to provide such 
services (such as Rhenus , Chemion Logistik GmbH and Buss Port Services 
GmbH) .164 When Imperial Shipping Groups’ contracts with […]  were last put up for 
tender , a sufficient number of competitors participated in the tender that would 
indicate a competitive  market.165 The Commission therefore considers  that a 
sufficient number of competitors for the provision of such services in private ports 
will remain post- Transaction. As competitors of ten do not differentiate between 
services provided in public and private ports,166 the competitors for this market are in 
fact likely to be the same as for the broader market for public and private ports. This 
was confirmed by a  competitor during the market investigation.167 
(121)  Furthermore, the ability of the merged entity post -Transaction to impede  effective 
competition in the market would be limited by the customer’s ability to switch to 
providing these services themselves in their private ports.168 
(122)  In addition, during the market investigation, the majority of market participants 
having expressed a view stated  that the Transaction will have no impact on market 
for stevedoring/transhipment services  in private ports .169 
(123)  In view of the above considerations and all evide nce available to it, the Commission 
considers that the Parties will face sufficient competition in the  market for the 
provision of stevedoring/transhipment services for bulk or dry bulk goods in private 
ports in the Nijmegen -Bonn range.  The Commission ther efore concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market with respect to the horizontal effects in the market for 
stevedoring/ trans hipment services in private ports  in any of the alternative 
geogra phic market s considered . 
5.1.2.4. Conclusion 
(124)  The Commission therefore concludes that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with respect to the horizontal 
effects in the market for stevedoring/transshipment se rvices or any plausible sub-
segmentation in  any of the plausible geographic market s considered.  
5.2. Vertical effects  
5.2.1. Introduction 
(125)  The Transaction gives rise to a vertical link  with respect to the Parties’ activities in 
the market for inland waterways transpor t as well as a potential link with 
                                                 
164  See minutes of the calls of 26 and 27 May 2020 with market participants; Reply to RFI7 received on 
26 June 2020.  
165  Between 5 and 10 respondents to the tender, see minutes of the calls of 27 and 28 May 2020 with market 
participants.  
166  See minutes of the call of 26 May 2020 with a market participant.  
167  See minutes of the call of 26 May 2020 with a market participant.  
168  See minutes of the call of 27 May 2020 with a market participant . 
169  See minutes of the calls of 26 and 27 May 2020 with market participants . 
 
 
37 transhipment/stevedoring services and the activities of HGK in the provision of 
inland port infrastructure services (upstream market)  in the Bonn- Wesel  range . The 
Target is not active in the market for port infrastructure  and HGK’s market s hare in 
this market is above 30 %. There is also a vertical link between the Parties’ activities 
in inland waterways transport (downstream) and stevedoring services (upstream).  
(126)  Specifically, the Transaction gives rise to a vertical link a nd vertically affected 
markets due to the provision by HGK (through RheinCargo) of inland port 
infrastructure services in public  inland ports  which is an input and therefore 
upstream to the provision of inland waterways transport services offered by HGK 
and the Target. The market for port infrastructure  services is characterised by the 
presence of port operators, like HGK, as suppliers and of shipping companies, like 
the Target, calling at these public inland ports wishing to land their vessels in the 
port and tranship goods.170 
(127)  In addition, the market for port infrastructure services in public inland ports where 
HGK is active is an upstream market which is vertically related to the market for 
transhipment /stevedoring services where both HGK and the Target are  active. In the 
field of transhipment/ stevedoring  services , HGK , via neska, HTAG and its joint 
venture RheinCargo provides stevedoring services almost only in public ports on the 
Rhine ( Nijmegen -Bonn  range) except for the private port of Dormagen.171 As 
already explained  above, the Target provide s stevedoring services only in […] 
private inland ports ( –[…] ) and is not active in public ports.  
(128)  Finally, the Transaction also gives rise to a vertical link and vertically affected 
markets between the Parties’ activ ities in inland waterways transport (downstream 
market) and the provision of stevedoring services by the Parties in public and private 
ports (upstream market).  
(129)  Consequently, the Commission will assess below the vertical links arising between 
a) the market for port infrastructure (upstream) and inland waterways freight 
transport (downstream); b) the market for port infrastructure (upstream) and 
transhipment/stevedoring services (downstream) and c) the market for 
transhipment/stevedoring services (upstream) a nd inland waterways freight transport 
(downstream).  
(130)  These markets would be vertically affected by the Transaction if the Parties' 
individual or combined market shares were 30% or more in one of those upstream or 
downstream markets or if the Parties' individual or combined market shares were 
30% or more in the inland waterways transport market.  
5.2.2. Legal Framework  
(131)  A vertical merger may result in anti- competitive effects due to foreclosure. 
Foreclosure concerns a situation where actual or potential rivals' acces s to supplies 
or markets is hampered or eliminated as a result of the merger, thereby reducing 
                                                 
170  Moreover, o n the market for port operations, the market for port services is characterised by the presence 
of port operators as suppliers and i) terminal operators transhipping goods in the port  as well as  ii) 
companies based in the port and either providing logistic services or leasing space.  
171 According to the Parties, Dormagen (Stürzelberg) is the only port which could be regarded as a private port  
since it is rented on an exclusive basis by HGK’s indirect subsidiary uct.  
 
 
38 these companies' ability and/or incentive to compete.172 Two forms of foreclosure 
can be distinguished in a vertical relationship: input and customer foreclosure. The 
first is where the merger is likely to raise the costs of downstream rivals by 
restricting their access to an important input (input foreclosure). The second is where 
the merger is likely to foreclose upstream rivals by restricting their access to a 
sufficient customer base (customer foreclosure).173 
(132)  Input foreclosure arises where, post -merger, the new entity would be likely to restrict 
access to the products or services that it would have otherwise supplied absent the 
merger, thereby raising its downstre am rivals' costs by making it harder for them to 
obtain supplies of the input under similar prices and conditions as absent the 
merger.174  
(133)  Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual or 
potential rivals in the upstream market (the input market) and reduce their ability or 
incentive to compete. In turn, this may raise downstr eam rivals' costs by making it 
harder for them to obtain supplies of the input under similar prices and conditions as 
absent the merger.175 
(134)  For an input or customer foreclosure scenario to raise competition concerns, three 
cumulative factors need to be taken  into account: (i) the ability of the merged entity 
to engage in foreclosure; (ii) the incentives of the me rged entity to do so; and 
(iii) whether a foreclosure strategy would have a significant detrimental effect on 
compet ition in the downstream market.176 
5.2.3. Inland Port Infrastructure Services  
(135)  Through its subsidiary RheinCargo,177 HGK is active on the market for the provision 
and operation of port infrastructure in public  inland ports. RheinCargo operates 
seven inland ports at the locations Cologne -Godor f, Colog ne-Deutz, 
Cologne -Niehl  I, Cologne -Niehl II, Düsseldorf -Reisholz, Neuss and Düsseldorf. 
Imperial is not active in the field of inland port infrastructure.  
(136)  As indicated above, t his product market comprises the provision of port areas with 
direct access to the waterway, the provision of landside port infrastructure for the 
transhipment of goods from ship to shore or to another mode of transport, crane 
facilities and storage facilities, the provision of waterside infrastructure for the 
                                                 
172 Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265, 18.10.2008, p. 6 (‘Non- Horizo ntal Merger Guidelines’), 
paras 29 –30. 
173  Non-Horizontal Merger Guidelines, paras  29–30. 
174  Non-Horizontal Merger Guidelines, paras  31. 
175  Non -Horizontal Merger Guidelines, para 58.  
176  Non -Horizontal Merger Guidelines, paras 32, 59.  
177  RheinCargo is a join t venture between HGK and Neuss -Düsseldorfer Häfen GmbH & Co. K ('NDH'), 
which each hold 50% of the shares and jointly control RheinCargo. The shareholder NDH also holds a 
49% stake in Hafen Krefeld GmbH & Co.KG, the operator of the port of Krefeld, which it controls jointly 
with the city of Krefeld.  
 
 
39 installation of ships f or the purpose of transhipping goods, and the rental and leasing 
of port buildings in the broader sense.178 
(137)  According to the Parties, the market for  inland port infrastructure  services is 
characterised by the presence of port operators as suppliers and (i) s hipping 
companies wishing to land their vessels in the port and tranship goods ; (ii) terminal 
operators transhipping goods in the port and (iii) companies based in the port and 
either providing logistic services or leasing space.179 Consequently, s hipping 
companies such as the Target only enter into business relations with the operator of 
the port infrastructure to the extent that they have to pay port fees for the landing of 
their vessels in the port.180 According to t he Parties , the customers of the operator of 
a public inland port are, on the one hand, logistics companies that offer the handling 
of goods for third parties and, on the other hand, usually larger companies that have 
their own handling terminals, production or storage facilities in the public por t and 
carry out the loading and unloading or transhipment of goods themselves (own 
handling).181 
(138)  Port operators charge different f ees for the use of inland ports, for instance 
embankment fees for the permission of transhipment , port fees as payment for the 
landing of vessels  and c rane fees as remuneration for the provision of a crane 
including crane operator . They also achieve revenues from renting and leasing of 
port areas including facilities .182 
(139)  The Parties have provided market share estimates in the market for the operation of 
port infrastructure by looking at the revenues that port operators generate for 
providing their port structure to third parties , for instance from riverside dues and 
port fees, income from rentals and leases, income from crane handling and other 
revenues  published in the port operators’ yearly financial accounts.183 
(140)  The table below contains HGK’s  estimates on the market volume of income from the 
operation of the public ports and the turnover it has  achieved from port operations in 
the sev en public inland ports in the Bonn- Wesel range where it is active : 
                                                 
178  See Form CO, para 140. 
179   See Form CO, para 142.  
180  See Form CO, para 91.  
181  As already indicated in the section  on the market definition, the Parties only refer to the market for the 
operation of public in land ports since private ports are normally used only by the port operator’s company 
and cannot normally be used by the general public/third parties and they do not normally collect shore and 
port fees. Although private port operators may change a terminal  operator, the latter will regularly provide 
its services to the port operator and will not be able to operate for thi rd parties in the private port.  See 
Bundeskartellamt, 30.01.2012, B -9-125/11 – HGK/Neuss- Düsseldorfer Häfen  (RheinCargo).   
182  See Form CO , page 98. 
183  See Form CO, para 248.  
 
 
40  Revenues from (public) port 
operations  
in the Bonn -Wesel -Range  (in TEUR)   
HGK’s turnover from public184 
port operations in the Bonn -
Wesel range (in TEUR)  
Market volume 
2019   […] […] 
Mark et Volume 
2018   […] […] 
Market Volume 
2017   […] […] 
 
(141)  Based on the information contained in the table above, HGK estimates that its 
market share in inland port infrastructure within the Bonn -Wesel range has been 
consistently below [40- 50]%  over the last t hree years reaching a maximum of 
[30-40]%  in 2019 (from [30 -40]%  in 2017 and [30 -40]%  in 2018).185  
(142)  With regard to competitors on the river Rhine ports of the Bonn- Wesel range from 
which the hinterland Rhine -Ruhr is served, HGK estimates their market shares as 
shown in the table below:186 
Competitor  2017  2018  2019  
HGK  [40-50]%187 [30-40]%  [30-40]%  
Duisburger Hafen AG -
Duisport (Duisburg)  [40-50]%  [40-50]%  [40-50]%  
NIAG (Orsoy)  [10-20]%  [10-20]%  [10-20]%  
Hafen Krefeld GmbH & 
Co. KG (Krefeld) [0-5]% [0-5]% [0-5]% 
DeltaPort GmbH & Co. 
KG (Wesel, 
Emmelsum)  [0-5]% [0-5]% [0-5]% 
Bonner Hafenbetriebe 
GmbH (Bonn)  [0-5]% [0-5]% [0-5]% 
Total:  100%  100%  100%  
 
(143)  As can be seen in the table above, Duisburger Hafen AG (hereafter Duis port)  is the 
market leader and appears t o be  HGK’s  main competitor  in this market with a 
market share reaching [40- 50]%  in 2019 ( down  from [40-50]%  in 2018) , ahead of 
HGK which has a  market share of [30-40]% . NIAG in Rheinberg- Orsoy is another 
significant competitor with a market share above [10- 20]% , followed by some 
smaller competitors with a market share below  [5-10]% . 
                                                 
184  According to the Parties (see footnote 129 above and reply to RFI 3), HGK does not provide inland port 
infrastructure services at the private port in Dormagen ; therefore, the respective turnover amounts to EUR 
0. Since the premises in private ports belong to the respective industrial customer (for whom the cargo is 
transported/ transhipped), no fees for port infrastructure have to be paid in private ports. In addition, these 
private ports are also not open to other in dustrial customers (e.g. for stevedoring/ storage purposes). See 
also Form CO para 143 referring to the decision of the German Federal Cartel Office in the decision 
HGK/NDH/RheinCargo.  
185  See Form CO, para 275.   
186  See reply to RFI 4, received on 19 June 2 020, Annex 1.  
187  The Parties have confirmed the volumes and relevant market shares include RheinCargo’s  activities in 
inland port infrastructure and revenues from port fees as well as the letting of port areas.  
 
 
41 5.2.3.1. Inland Port Infrastructure Services  (upstream) and inland waterways freight 
transport services for dry bulk (downstream)  
(A) Input foreclosure in relation to inland port infrastruct ure services (upstream) 
and inland waterway  freight  transport services for dry bulk (downstream)  
(144)  The Commission considers that the Transaction would not lead to input foreclosure, 
as the merged entity would not have the ability or incentive post -Transactio n not to 
provide port infrastructure services to third party inland waterway shipping providers 
or to raise the price for these services to third parties.  
(A.i) Ability to foreclose  
(145)  First, HGK’s market share in the upstream market for inland port infrastructure was 
[30-40]%  in 2019  and only once slightly above [40- 50]%  during the last three years . 
It was never number one in this market, and as t he Target is not active in this market, 
there is  no increment brought about by the Transaction. 
(146)  Second, Duisport  is and remains the market leader, which  was able to increase its 
lead over HGK over the last three years with its market share of [40- 50]%  in 2019. 
As can be seen in the table above, NIAG is also an important competitor with a 
market share above [10-20]%  over the  last three years , with [10-20]%  in 2019. With 
regard to Duisport in particular, it operates the public port in Duisburg which, as also 
mentioned by participants to the market investigation,188 is by far the largest port 
infrastructure operator in the Bonn- Wesel range and, according  to publicly available 
data,  the largest inland port in Europe and one of the largest in the world . Duisport is  
the leading logistics hub in Central Europe. It is a multimodal freight and logistics 
platform connecting companies fro m around the world with the markets in Europe 
via water, rail and road. It is a full service provider in the logistics industry with a 
comprehensive range of services. It processes around 20 000 ships and 25 000 trains 
per year. It has eight (8) container terminals with 21 gantry cranes, 5 import coal 
terminals and 19 facilities for handling liquid goods.189 As a hub between the Dutch 
and Belgian seaports and the Rhine -Ruhr area and, above all, as the end point of the 
New Chinese Silk Road, Duisburg also has a geographical  and infrastructural 
advantage.   
(147)  Third , the Commission notes that, with the exception of Dormagen, the ports 
operated by HGK are public ports which are subject to regulation and  must be made 
available to everyone, and thus to every shipping c ompany on a non- discriminatory 
basis and at arms’ length basis and  on equal terms .190 It is therefore not possible for 
the merged entity to give preference to the Target over other shipping companies 
when deciding whether to grant access to port infrastruct ure. 
                                                 
188  See, for instance, the minutes of the cal l of 8 June 2020 with a market participant who also has its own 
shipping company for transporting raw materials to its production plant.  
189  See publicly available information: https://www.duisport.de /hafeninformation/ .  
190 A legal obligation for public ports not to discriminate among their customers exists for rail- side 
transhipment services:  According to Article 10 of the Directive 2012/34/EU of 21 November 2012 
establishing a single European railwa y area (para 10 (1) of the German Railway Regulation Act 
(Eisenbahnregulier ungsgesetz “ERegG”) , the right (of railway undertakings) to be granted access, under 
equitable, non -discriminatory and transparent conditions also includ es access to infrastructure con necting 
(maritime and) inland ports and other service facilities, and to infrastructure serving or potentially serving 
more than one final customer.  See Form CO, para 320.  
 
 
42 (148)  Fourth , there is no price differentiation or price competition over shipping company 
customers between the port operators.191 The pricing of public inland ports is bound 
to certain legal  provisions192 according to which port and bank charges are to be 
levied for the use of public ports, public landing or transhipment points in 
accordance with tariff regulations or tax regulations. Inspection of the fee structure 
of a port operator is subject to official  control by the competent authorities.  
(149)  Fifth, as RheinCargo is a joint venture between HGK and Neuss -Düsseldorfer Häfen 
GmbH & Co. K G (‘NDH’), which each hold 50% of the shares and jointly control 
RheinCargo, it would appear that NDH would have to agree to any changes that 
RheinCargo/the merged entity would propose to make regarding RheinCargo’s 
operations.  
(A.ii)  Incentive to foreclose  
(150)  The incentive to foreclose depends on the degree to which foreclosure would be 
profitable for the merged entity and requires a balancing exercise between profits 
lost upstream and ga ins made downstream. For the reasons discussed below, t he 
Commission considers that the merged entity would have no incentive to engage into 
input foreclose since, among others, the merged entity will also economically not be 
in a position to refuse the di scharge of a ship on the grounds that it is a ship of a 
shipping company not belonging to it.    
(151)  The Commission notes that during the market investigation, the majority of the 
Parties’ large industrial customers and one of their main competitor s were overall 
positive about the Transaction and did not raise any input foreclosure concerns with 
regard to HGK’s activities as inland port infrastructure provider . Th ere were,  
however, some concerns expressed by other  market participants.   
(152)  Specifically, one market participant193 while staying neutral and not taking a position 
regarding the merger, drew attention to the position of the individual (small) inland 
shipping entrepreneurs in the market, which in its view could be put under pressure 
by the T ransaction. In it s view, the acquisition makes HGK a large and powerful 
player in the market and that might affect the entire transport chain. It indicated that, 
as port manager, HGK has the rights to ‘ issue ’ quays and ports in Cologne and the 
surrounding area. HGK is alre ady active in transshipment activities in the region and 
the acquisition of an interest in inland shipping services would, according to this 
market participant, give HGK influence on all aspects of the transport chain which 
could entail a conflict of inter est and create an uneven playing field between inland 
shipping operators and cargo providers.  
(153)  Another market participant also expressed concerns with regard to input foreclosure 
and indicated that the combined HGK/Imperial fleet may largely (or possibly fully) 
use up transhipment capacities at various locations, putting other market operators 
(including shipping companies) dependent on HGK’s transhipment capacity in a 
difficult, disadvantageous position as HGK might be inclined to favour  its own 
combined fl eet. That market participant  also indicate s that, regardless of the (inland) 
                                                 
191  Form CO, para 324.  
192  The provisions of § 119 of the NRW Land Water Act (Lande swassergesetz NRW (LWG)),  
193  See information sent by a market participant on 1 2 June 2020.   
 
 
43 ports regulations in Germany, port operators will always have an incentive to service 
their own group companies more favourably . It is  concerned that HGK might not 
give access to other shipping companies to their facilities if this would mean that 
HGK needs to divert its own vessels to third party locations.194 
(154)  First, w ith respect to these concerns, the Commission notes that , as indicated above,  
an input foreclosure implies a certain  market position of the supplier or service 
provider . However, HGK ’ market share in public port infrastructure was [30 -40]%  in 
2019 and only once slightly above [ 40-50]%  over the last three years ; it was  always 
behind Duisport . 
(155)  Second, the Commission notes  that the increment brought about by the Transaction 
in the downstream inland waterways shipping market is modest. While the Target’s 
market share in the transport of agricultural products and coal/oil/gas is above 
[10-20]% , it has not exceeded [10- 20]%  over the last three years and was below 
[10-20]%  in 2019. Its highest market share in 2019 was at [20- 30]%  in value for the 
transport of machines and equipment (where there is no overlap with HGK ) while its 
market share by volume was only [0 -5]%. The Parties ’ combined market share on 
the market for dry bulk goods shipping is [ 5-10]%  in value and the increment 
brought about by the Target is [ 5-10]%  in the market for dry bulk goods shipping. 
Consequently, the increment  brought about by the Target  is modest . 
(156)  Third, there is , in general, rarely a direct contractual relationship between  the 
shipping company  and between the port operator . Contracts for the landing of a ship 
in a port, just like contracts for the unloading of a ship in a transhipment terminal, 
are ne gotiated and concluded by the industrial customer with the port operator. 
Consequently, the decision as to which ship to use for transport and handling in a 
port is not taken by the port operator, but by  the industrial or loading customer who 
wishes to tra nsport a good to a particular location.195  
(157)  Fourth, besides the legal obligation to provide the port or terminal as an essential 
facility on a non- discriminatory basis and "at arm’s length", the port operator is also 
economically not in a position to refuse the discharge of a ship on the grounds that it 
is a ship of a shipping company not belonging to the group. If the merged entity as 
inland port operator were to refuse the customer the use of the port or the handling of 
cargo on the grounds that ships from its own fleet should be discharged 
preferentially, it would run the risk that the customer would terminate the contractual 
relationship with the  merged entity  or simply not adhere to this requirement. W here 
the industrial customer in the port has contractually agreed the exclusive use of a 
transhipment facility with the port operator and the latter expects a delivery to be 
transhipped water -side, it is the responsibility of the lessee/private owner (industrial 
customer) to organise the unloading with the shipowner that has been chosen. For 
the merged entity , as port operator it is irrelevant which ship has to be discharged 
when, as long as this is done during the business hours agreed with the lessee. T he 
port operator does not ha ve any influence on which ship docks and when, as the 
lessee/landing party carries out the organisation. However, should the merged entity 
not respect this agreement, it runs the risk of losing the customer to another port 
operator. In addition, when the port or terminal is not used exclusively by a third 
                                                 
194  See minutes of the call of 3 June 2020 with a market participant and additional information sent by email.  
195  See minutes of the call on 2 June 2020 and 8 June  2020 with market participants.  
 
 
44 party shipper , time slots are allocated for unloading  and it is usually the customers 
who have ordered the goods with whom the port operator or terminal operator enters 
into business relations. These customers regularly purchase goods, so that weekly or 
monthly schedules are available. Therefore, the customers usually announce the 
arrival of a ship in advance. Slots are allocated according to the first come -  first 
served principle. It is therefore a sequential process, with some cust omers having 
their fixed slots, as they always purchase goods at a certain time. In principle, slots 
are allocated in the monthly/weekly schedule after receipt of the application. The 
slots are then allocated around the recurring cancellations. The port operator is in 
contact with the recipient regarding the unloading of the cargo and negotiates with 
them the times for unloading. Should ships arrive sooner or later, they would have to 
wait until either their slot is free or a new slot becomes free if their own slot is 
missed.  
(158)  Based on the above, t he Commission considers that, in addition to the obligation to 
provide the port infrastructure on equal terms and treat all shipping companies and 
ships equally , the fact that the contractual relationships and business practices in the 
port make it impossible to specify the use of a group- owned shipping company or to 
open up one's own port or transhipment facility pref erentially to group- owned ships , 
ultimately limit the possibility for the merged entity to employ in put foreclosure 
strategies . Furthermore, since t he decision as to which inland port to approach is 
based on the plant and customer locations and is therefore not made by the shipping 
companies but by the shippers , even if the merged entity  wished to , post -
Transaction,  move its volumes to the ports currently operated by HGK, this would 
require its customers ’ agree ment .  
(159)  Finally , as mentioned above, during the market investigation, the majority of the 
Parties’ industrial customers were neutral or positive ab out the Transaction and did 
not express any concerns regarding this vertical link. Some of them  also stressed that 
the Transaction would be positive for the market as it would give the Target the 
stability needed and also keep its business active in inland waterways transport.  
(A.iii)  Conclusion on input foreclosure  
(160)  Based on the above considerations and the evidence available to it, the Commission 
concludes that a post -Transaction input (port infrastructure services) foreclosure 
strategy by the merged entity in ord er to foreclose other freight transport companies 
is unlikely.  
(B) Customer foreclosure in relation to inland port infrastructure services 
(upstream) and inland waterway freight transport services for dry bulk 
(downstream)  
(161)  Any customer foreclosure strategy of the merged entity, in the form of inhibiting 
access for port infrastructure operators to shipping companies, would also be 
unlikely. For customer foreclosure to be a concern, the merger must involve a 
company which is an important customer with a significa nt degree of market power 
in the downstream market.196 By contrast, if the existing or future customer base is 
                                                 
196  Non-Horizontal Merger Guidelines, para 58.  
 
 
45 sufficiently large to turn to independent suppliers, vertical foreclosure concerns are 
unlikely to arise.  
(162)  The Commission notes that during the market investigation, the majority of the 
Parties’ large industrial customers and one of the Parties’ competitors did not raise 
any concerns with regard to the vertical foreclosure effects arising from the 
Transaction. However, one market participant expressed  certain concerns about 
customer foreclosure post -Transaction.  
(163)  Specifically, this market participant expressed concern s with regard to the vertical 
link arising through HGK’s activities in port infrastructure and Imperial’s position 
for the transport of c ertain bulk goods. According to this market participant, HGK 
will be the first fully integrated transport provider in inland ports. It is concerned that 
HGK’s market power will increase by  controlling the transportation chain and that 
volume s currently hel d with other port infrastructure providers  might be shifted to 
the merged entity’s ports instead.  
(164)  For the reasons set out below, the Commission considers that post -Transaction, the 
merged entity will have neither the ability nor the incentive to engage in to customer 
foreclos ure.  
(B.i) Ability to foreclose  
(165)  First, as already noted, the merged entity’s market share in the downstream market 
for inland waterways transport is modest. The Parties’ combined market share on the 
broader market for all dry bulk goods rema ins below [10-20]%  in Germany, 
Belgium and the Netherlands as well as for the Rhine basin in 2019. The Parties’ 
combined market share o n the market for inland waterway s transport of agricultural 
and forestry products in 2019 w as [20-30]%  in Germany, Belgiu m and the 
Netherlands and [10-20]%  in the Rhine basin. Also for the category other goods, the 
Parties’ market share was only [0 -5]% in 2019.197 Furthermore, with regard to the 
transport of liquid bulk by inland waterways, where only the Target is active, its  
market share is very small and below [0 -5]% over the last three years both in value 
and volume; it rises to [10- 20]%  by value in 2019 when only chemicals are 
considered. Moreover, as already noted above, the Parties’ combined market share in 
the transport  of containers is below 20% with an increment brought about by the 
Target of less than  [0-5]%. The merged entity cannot therefore be considered as an 
important competitor in the downstream market.198 
(166)  Second, there are several other shipping companies or shipping collectives  active in 
the market, such as Rhenus or NPRC, Haeger & Schmidt, Trans -Saar as well as 
many smaller companies which are independent from HGK/the merged entity and 
will continue to need access to inland port infrastructure  services to carry out their 
business. As noted above, the market investigation has shown that even certain large 
industrial customers also consider smaller competitors to be  viable alternatives to the 
services of the Parties and other large shipping companies.199 Therefore, even if the 
                                                 
197  As already mentioned above, the enormous fluctuation of the market shares in this market is due to the 
lack of homogeneity and clarity when classifying goods as ‘other goods’.  
198  See Non -Horizontal Merger Guidelines, para 43.  
199  See above, para 85 of this  Decision.  
 
 
46 merged entity  were to shift all its volumes and activities to ports that HGK operates, 
these other competitors would still be active in the market as customers of inland 
port infrastructure services , and would be representing a contestable share of the 
market for dry and liquid bulk goods .  
(167)  Third , the Commission notes that, as also confirmed by the market investigation, the 
decision to call at a particular port is usually taken by the loading customers 
according to their logistics needs, the geog raphical location where they need the 
goods to be delivered and the principle that ‘whoever pays for the transport also 
chooses the port’. It is therefore the end customer’s choice  which port to use.200 
Freight transport  companies such as the Target only ent er into business relations 
with the operator of the port infrastructure to the extent that they have to pay port 
fees for the landing of their vessels in the port. From the point of view of the 
shipping company, the preferences of its customer, meaning the  company carrying 
out the loading or unloading, are decisive for the selection of a particular port for 
loading or unloading goods. T he loading customers are usually large industrial 
customers with specific needs, also including the location to where the g oods are 
transported to be close, for instance, to the ir production plant.201 The decision as to 
which inland port to approach is in general based on the plant and customer locations 
and is therefore not made by the shipping companies but by the shippers.202 
Consequently, the shipping companies do not , in general , have the possibility  to 
influence their customers on the choice of which port to call.   
(168)  Regarding the choice of the port, the Commission understands that, for instance , 
while Imperial transported aro und […] tonnes of dry bulk goods to the port in 
Duisburg in 2019, representing around [40- 50]%  of its total dry bulk cargo 
transported along the Rhine (and around [30- 40]%  of the total dry bulk revenue 
generated in that area) around [90- 100]%  was (un)loade d at private docks and 
terminals. Specifically, around […] tonnes were transported to […], one of 
Imperial’s  heavy industry customers, under the long term agreement Imperial has 
with th at company. The transport to its private terminal located in Duisburg is 
essential for […] and other customers who are also located in Duisburg  who have 
their own private terminal in that port.  Consequently, transport to another port is 
excluded for economic reasons for the customers. Imperial supplies various 
customers of heavy industry and, as a rule, these have their own ports and transport 
is always to these ports.203   
(169)  In the Commission ’s understanding, HGK has no plans to transfer transport volumes 
from the Target that are currently transhipped in other ports such as, for  instance, 
Duisport to ports that HGK or it s affiliated companies operate.  
                                                 
200  See minutes of the call s of 26 May, 28 May and 2 June with market participants.  
201  See minutes of the call s of 27 May and 28 May 2020 with market participants.  
202  See reply to RFI2 , received on 15 June 2020.  
203 A customer’s choice to have goods transported by inland waterway transport is entirely contingent on the 
prices for this mode of transport (avg. 3 EUR/t/100km) with the pressure to outcompete alternatives s uch 
as land (avg. 6 EUR/t/100km) or rail transport (avg. 5 EUR/t/100km) as well as pipeline 
(avg.  2 EUR/t/100km);  See reply to RFI 4 , received on 19 June 2020.  
 
 
47 (B.ii)  Incentive to foreclose  
(170)  The Commission notes that the merged entity’s incentive to foreclose would depend 
on the degree to which this is profitable.  
(171)  First, as already noted, the mer ged entity’s downstream operations are relatively 
small, with the Parties’ combined market shares remaining below 20% for the Rhine 
basin in 2018 and 2019 and reaching a maximum of [20- 30]%  in 2017 falling to 
[20-30]%  in 2019 for a geographic market including Germany, Belgium and the 
Netherlands.  
(172)  Second, i n this case, diverting shipments to ports HGK currently operates could 
involve potentially higher logistics costs as it could later require further steps in the 
logistics chain such as employing a longer t rain or road haulage  than otherwise 
necessary by g oing to the nearest inland port . This would reduc e HGK’s 
competitiveness vis -à-vis its customers or harm its profitability , as inland waterways 
is the cheapest mode of land transport . This would be even mor e unlikely in view 
also of the strong price sensitivity of the market for the transport of dry bulk where 
price would appear to play the most important role  (see above) .204 Therefore, it 
would be possible for the upstream rivals providing inland port infrast ructure 
services to price more aggressively to maintain sales levels in the downstream 
market.205 
(173)  Finally, the Commission understands that wh en in the past HGK acquired the 
container transport business of Imperial, this did not lead to a radical change in the 
market and other competitors/infrastructure port services providers were able to keep 
their market position and not lose market shares , by providing low prices to 
strengthen other parts of their port’s business .206  
(B.iii)  Conclusion on customer foreclosure  
(174)  Based  on the above considerations and the evidence available to it, the Commission 
concludes that a post -Transaction customer foreclosure strategy by HGK /the merged 
entity is unlikely  and that the Transaction would not raise any customer foreclosure 
concerns fo r providers of the (upstream) port infrastructure services market .  
(C) Conclusion 
(175)  Therefore, the Transaction does not raise serious doubts  as to its compatibility with 
the internal market as regards the vertical relationship between HGK’s  port 
infrastructure services provision and the Parties’ inland waterways freight transport 
provision.   
5.2.3.2. Inland port infrastructure services (upstream) and stevedoring services 
(downstream)  
(176)  As indicated above, the Transaction gives rise to a vertical link between the activitie s 
of HGK in the upstream market for the provision of port infrastructure services and 
                                                 
204  See, for instance, under section 5.1.1.1 point (C) of this Decision.  
205  See Non -Horizontal Me rger Guidelines, para 67.  
206  See minutes of the call of 2 June 2020 with a market participant.  
 
 
48 the downstream market for the provision of tran shipment/steve -doring services 
where both HGK and the Target are active.  HGK as provider of inland port services 
is in a (v ertical) business relationship also with logistics companies /steve- doring 
services providers that have rented areas in the port and operate transship  goods in 
the ports that it operates.   
(177)  HGK is active in the market for the provision of stevedoring service s via various 
subsidiaries: HTAG provides transhipment services in Duisburg (three terminals  via 
Masslog GmbH ), Ginsheim -Gustavsburg, Mannheim and Karlsruhe, whereas neska 
provides transhipment services in Cologne and Düsseldorf, as well as in Dormagen, 
Krefeld and in Neuss (general cargo and bulk but also containers). RheinCargo 
provides transhipment services in Cologne, Dusseldorf and Neuss; it does not 
provide such services for liquid goods itself and all liquid bulk terminals in 
RheinCargo’s ports are o perated by customers or third parties. HGK operates almost 
only in public ports on the Rhine (Nijmegen- Bonn range) except the private port of 
Dormagen.207 
(178)  The Target only offers transhipment services in […]  private inland ports for three 
customers on their r espective premises  ([…])208 and is not active in public ports . In 
the case of private ports owned by individual companies, transhipment services are 
usually organised directly by these companies or by companies specialising in these 
services in private ports , because the services are often specially adapted to the needs 
of the owners (their companies). Only in individual cases are transport companies 
involved.  
(179)  The Parties’ combined market shares when all public and private ports are 
considered within the Nij megen -Bonn range have been consistently below [5 -10]%  
over the last three years, also for the transport of dry bulk only. Furthermore, their 
combined market share remains below [5 -10]%  when all private  ports are considered 
in the Nijmegen -Bonn range for dr y bulk only.  
(180)  The Parties have also provided market share information for a selection of public and 
private ports within the Nijmegen -Bonn range under a worst case scenario for an 
overall market comprising a minimum market volume ; their market shares are 
therefore likely to be even lower .209 The Parties’ combined market share in 2019 was 
below [40-50]%  for a market comprising selected public and private ports in the 
market for all bulk goods stevedoring services and the market for dry bulk only. 
Specifically,  it was [30- 40]%  for all bulk goods and [30- 40]%  for dry bulk goods 
only. When the Nijmegen Cologne range is considered, the market shares are 
respectively [30- 40]%  for all bulk goods and [ 40-50]%  for dry bulk only.  
(181)  When selected private ports are consider ed under a worst case scenario (thereby 
providing for a smaller overall market volume and overestimat ing the Parties’ 
                                                 
207  Private ports are considered to be those ports which are operated by privately owned companies and t hat 
are not open to the public, that is, to third parties  (freight forwarders/ industrial customers) wishing to load 
and unload their barges.  See Form CO, para 134.  
208  […]. 
209  As indicated in para 111 of this Decision, the Parties have assessed the overall market volume based on 
data taken from selected ports on ly, thereby excluding most private and some public ports and the actual 
overall market size is likely to be higher and the Parties’ market shares likely to be lower.  
 
 
 
49 market shares) , then their combined market share in 2019 remains below 30% for all 
bulk goods stevedoring services. Affected markets arise  when only dry bulk 
stevedoring services provision is considered with a combined market share of 
[40-50]%  for 2019. The Parties’ market shares in value remain consistently below 
[20-30]%  in all the above markets. As already mentioned, HGK’s market share is  
marginal in private ports (only [0 -5]% for all bulk and [0 -5]% for dry bulk only in 
2019) even with likely overstated market shares and limited to one private terminal 
in Dormagen.  
(182)  There are no overlaps between the Parties for the provision of stevedoring  services in 
public ports where only HGK is active. HGK’s market share in volume in a market 
comprising public ports in the Nijmegen -Bonn range was [40-50]%  in 2019 while its 
market share in value was [30- 40]% .  
(183)  The Commission considers that this vertical relationship is unlikely to have any 
material impact on the market and is unlikely to raise any foreclosure concerns, as 
further analysed below.  
(A) Input foreclosure in relation to inland port infrastructure (upstream) and 
stevedoring services (downstream)  
(184)  The Commission considers that the Transaction will not lead to input foreclosure, as 
the merged entity would not have the ability or incentive post -Transaction not to 
provide port infrastructure services to stevedoring services providers or to raise the 
price for these services to third parties.  
(A.i) Ability to foreclose  
(185)  First, as mentioned above, HGK’s market share in the upstream market for inland 
port infrastructure was [30- 40]%  in 2019 and has been less than [40- 50]%  over the 
last three years. The Target is no t active in this market and there is no increment 
brought about by the Transaction. 
(186)  Second, besides HGK, there are other competitors active in the market, such as 
Duisport, with a market share of [40- 50]%  in 2019 or NIAG with a market share 
above [10-20]%  over the last three years  and at  [10-20]%  in 2019. As already  
mentioned above , Duisport, operates the public port in Duisburg which is one of the 
main inland ports in Europe and one of the largest ones in the world. 210 
(187)  Third, the ports operated by HGK,211 are public ports which are subject to regulation 
and must be made available to everyone, and thus to every stevedoring services 
provider on a non- discriminatory basis and at arms’ length basis and on equal 
terms.212 The transhipment facilities operated by HGK a re essential facilities which 
                                                 
210  See publicly available information  https://www.duisport.de/hafeninformation/ and discussion in 
section  5.2.3.1 (Ai) of this Decision above.  
211   With the exception of Dormagen.  
212 A legal obligation for public ports not to discriminate among their customers exists for rail- side 
trans hipment services:  According to Article 10 of the Directive 2012/34/EU of 21 November 2012 
establishing a single European railway area (para 10 (1) of the German Railway Regulation Act 
(Eisenbahnregulier ungsgesetz “ERegG”) , the right (of railway undertakings) to be granted access, under 
equitable, non -discriminatory and transparent conditions also includ es access to infrastructure con necting 
 
 
 
50 must be available on equal terms. It is therefore not possible for HGK to give 
preference to the merged entity over other stevedoring services providers when 
deciding whether to grant access to port infrastructure. 
(188)  Fourth, as RheinCargo is a joint venture between HGK and Neuss -Düsseldorfer 
Häfen GmbH & Co. K ('NDH'), which each hold 50% of the shares and jointly 
control RheinCargo, it would appear that NDH would have to agree to any changes 
that RheinCargo/the merged entity would propose to make regarding RheinCargo’s 
operations.  
(A.ii)  Incentive to foreclose  
(189)  As already indicated above,213 during the market investigation, the majority of the 
Parties’ large industrial customers and one of their main competitors were overall 
positive about the Transaction and did not raise any input foreclosure concerns with 
regard to HGK’s activities as inland port infrastructure provider. As mentioned 
above, some concerns were expressed by other market participants regarding HGK’s 
position as a port mana ger and the possibility that the combined HGK/Imperial fleet 
may largely (or possibly fully) use up transhipment capacities at various locations, 
putting other market operators (including shipping companies) dependent on HGK’s 
transhipment capacity in a di fficult, disadvantageous position.    
(190)  With respect to these concerns, the Commission first notes that , as indicated above,  
input foreclosure implies a certain market position of the supplier or service 
provider . However, HGK ’ market share in public port infrastructure was [30 -40]%  in 
2019 and only once slightly above [40- 50]%  over the last three years; it was always 
behind Duisport.   
(191)  Second, the Commission notes that the increment brought about by the Target in the 
provision of stevedoring services in publ ic ports is insignificant, as the Target only 
provides stevedoring services f or […] large customers ’ private ports  and their own 
private terminals. Consequently, with regard to operations in the pubic ports, there is 
no increment brought about by the Targe t.  
(192)  Moreover, as seen above, the Parties’ com bined market shares remain below 
[10-20]%  when all public and private ports are considered within the Nijmegen -
Bonn range as well as when all private ports for dry bulk are considered within this 
range.  The Par ties’ combined market shares give rise to affected markets under a 
worst case scenario when only selected public and private ports are considered 
within the Nijmegen -Bonn range under the most conservative worst case scenario for 
an overall market comprisin g a minimum market volume. Therefore, their market 
shares are likely to be even lower.214  
(193)  Third, the incentive to foreclose depends on the degree to which foreclosure would 
be profitable for the merged entity and requires a balancing exercise between profit s 
                                                                                                                                                      
(maritime and) inland ports and other service facilities, and to infrastructure serving or potentially serving 
more t han one final customer.  See Form CO, para 320.  
213  See the section on the vertical link between port infrastructure and inland waterways freight transport.  
214  As indicated in para 111 of this Decision, the Parties have assessed the overall market volume based on 
data taken from selected ports only, thereby excluding most private and some public ports and the actual 
overall market size is likely to be higher and the Parties’ market shares likely to be lower.  
 
 
51 lost upstream and gains made downstream. As already noted above, i rrespective of 
the legal obligation to provide the port or terminal as an essential facility on a non -
discriminatory basis and "at arm’s length", the merged entity will also economically 
not be in a position to refuse the discharge of a ship on the grounds that it is a ship of 
a shipping company not belonging to it because the merged entity could lose this 
company as a customer since it could decide to use the services of another upstream 
provider . If the merged entity as inland port operator were to refuse the customer the 
use of the port or the handling of cargo on the grounds that ships from its own fleet 
should be discharged preferentially, it would run the risk that the customer would 
terminate the contractual relationship with them or simply not adhere to this 
requirement.  
(194)  Fourth, contracts for the  unloading of a ship in a transhipment terminal, are 
negotiated and concluded by the industrial customer with the port operator ( or the 
operator of the transhipment terminal). Consequently, the decision as to which ship 
to use for transport and handling in a port is not taken by the port operator, nor by 
the terminal operator , but by the industrial or loading customer who wishes to 
trans hip a good to a particular location.  
(A.iii)  Conclusion on input foreclosure  
(195)  Based on the above considerations and the evidence available to it, the Commission 
concludes that a post -Transaction input (inland port infrastructure services) 
foreclosure strategy by the mer ged entity is unlikely.  
(B) Customer foreclosure in relation to inland port infrastructure (upstream) and 
stevedoring services (downstream)  
(196)  The Commission considers that the Transaction will not lead to customer 
foreclosure, as the merged entity would not have  the ability or incentive post-
Transaction to foreclose access of the upstream inland port infrastructure providers  
to their (downstream) stevedoring services providers as customers .  
(197)  For customer foreclosure to be a concern, the merger must involve a comp any which 
is an important customer with a significant degree of market power in the 
downstream market.215 By contrast, if the existing or future customer base is 
sufficiently large to turn to independent suppliers, vertical foreclosure concerns are 
unlikely to arise.  
(198)  The Commission notes that during the market investigation, the majority of the 
Parties’ large industrial customers and one of the Parties’ competitors did not raise 
any concerns with regard to the vertical foreclosure effects arising from the 
Transaction. However, one market participant expressed certain concerns about 
customer foreclosure post -Transaction.216  
(199)  Specifically, this market participant expressed concern s with regard to the vertical 
link arising through HGK’s activities in port infrastru cture and the merged entity’s 
                                                 
215  Non-Horizontal Merger Guidelines, para 58.  
216  See, among others, minutes of the call of 2 June 2020 with a market participant.  
 
 
52 activities in stevedoring services provision  and was concerned that other port 
infrastructure services providers would los e the Target’s demand for these services .  
(200)  For the reasons set out below, the Commission considers that post -Transaction, the 
merged entity will have neither the ability nor the incentive to engage into customer 
foreclose.  
(B.i) Ability to foreclose  
(201)  First, as already noted, the merged entity’s market share in the downstream market 
for stevedoring services provisi on is rather modest and there is no increment brought 
about by the T ransaction for the provision of these services in public ports as the 
Target does not provide such services in public ports. T he Target’s business with 
respect to transhipment is limited to services provided for […]  private customers 
only. In total, the Target’s turnover with such transhipment services represents less 
than [5-10]%  of its total turnover in 2019. T he Commission notes that with regard to 
a market comprising all public and private ports, there are no affected markets 
arising by the Transaction and the Parties’ combined market shares have been 
consistently below [5 -10]%  over the last three years, both for all bulk and for dry 
bulk only. As indicated above, it is under a worst cas e scenario with their market 
shares likely to be overestimated that the Parties’ combined market share in 2019  
was [30-40]%  for all bulk217 goods and [30- 40]%  for dry bulk goods only in the 
Nijmegen Bonn range (the combined market shares are respectively [30- 40]%  for all 
bulk goods and [40- 50]%  for dry bulk only for the Nijmegen Cologne range).   
(202)  Second , there are several other stevedoring services providers active in the market, 
such as Rhenus  Logistics , Ruhrmann Logistic GmbH & Co KG, Hafen Krefeld 
GmbH&Co. KG, Chemion Logistik GmbH etc.218 During the market investigation, 
some of the market participants indicated that during the tender process for the 
stevedoring services contract to be provided to them, several competitors 
participated in the tender, indicating a competitive market  where the same 
competitors are active in private or public inland ports.219   
(203)  Third, the Commission notes that, as also confirmed by the market investigation, the 
decision to call at a particular port is usually taken by the loading c ustomers 
according to their logistics needs, the geographical location where they need the 
goods to be delivered and the principle that ‘whoever pays for the transport also 
chooses the port’. It is therefore the end customer’s choice which port to use.220 The 
loading customers are usually large industrial customers with specific needs, also 
including the location to where the goods are transported to be close, for instance, to 
their production plant.221 The decision as to which inland port to approach is in 
general based on the plant and customer locations and is therefore made by the  end-
customers .222 Consequently, the inland port operator s do not, in general , have the 
                                                 
217  As noted above, RheinCargo does not provide transhipment services for liquid goods itself. All liquid bulk 
terminals in RheinCargo’s ports are operated by customers or thir d parties. Nevertheless, these 
transhipment figures are included in HGK’s market shares.   
218  See Form CO, para 287 and minutes of the calls of 27 May and 8 June with market participants.  
219  See also analysis under the stevedoring services section.  
220  See minutes of the call s of 26 May, 28 May and 2 June with market participants.  
221  See minutes of the call s of 27 May and 28 May 2020 with market participants.  
222  See reply to RFI2 , received on 15 June 2020.  
 
 
53 possibility to influence their customers on the choice of which port to call  for 
transhipment s ervices .  
(204)  Fourth, the Commission considers that , as would appear to be the case  in the past, it 
would be possible for the upstream competitors to, for instance, price more 
aggressively in order to maintain their sales in the market and mitigate the effects  of 
any unlikely foreclosure attempt.223  
(B.ii)  Incentive to foreclose  
(205)  As already indicated, HGK is a public undertaking and is unable to directly induce 
(shipping companies or) stevedoring services providers to use the ports it operates by 
offering them advantage s for establishing themselves at these ports.  HGK’s 
obligation as a port operator and as operator of transhipment facilities to make both 
the port infrastructure and the transhipment facilities available to all companies in a 
non-discriminatory manner and under the same conditions, prevents  HGK from 
granting privileges to the merged entity in  the event it is active in the ports HGK 
operates .  
(206)  In addition, as noted above, with regard to transhipment services, Imperial supplies 
customers of heavy industry and, as a rule, these have their own ports and transport 
is always to these same ports on the basis of the agreements Imperial has with them 
and these customers’ needs to have the goods transhipped at their specific location.  
Consequently, trans hipment to another port would be  excluded for economic reasons 
for the customers.  
(207)  As noted above, with regard to transhipment services, Imperial supplies customers of 
heavy industry and, as a rule, these have their own ports and transport is always to 
these same ports.  
(208)  Finally, the Commission understands that HGK has no plans to transfer in the future 
volumes from the Target, which are currently transhipped in other ports, to ports that 
HGK or its affiliated companies operate.  
(B.iii)  Conclusion on customer foreclosure  
(209)  Based on the above considerations and the evidence available to it, the Commission 
concludes that a post -Transaction customer foreclosure strategy by the merged entity 
is unlikely.  
(C) Conclusion 
(210)  Therefore, the Transaction does not raise serious doubts as to its compat ibility with 
the internal market as regards the vertical relationship between HGK’s port 
infrastructure services provision and the Parties’ provision of transhipment/  
stevedoring services  downstream .   
                                                 
223  See, for instance, minutes of the call of 2 Ju ne 2020 with a market participant.  
 
 
54 5.2.4. Transhipment /stevedoring services   
(211)  The market for the  provision of stevedoring services is an upstream market vertically related 
to the market for inland waterways freight transport.  
(212)  HGK is active in the market for the provision of stevedoring services via various 
subsidiaries: HTAG provides transhipment se rvices in Duisburg (three terminals  via 
Masslog GmbH ), Ginsheim -Gustavsburg, Mannheim and Karlsruhe, whereas neska 
provides transhipment services in Cologne and Düsseldorf, as well as in Dormagen, 
Krefeld  and in Neuss (general cargo and bulk but also conta iners). RheinCargo 
provides transhipment services in Cologne, Dusseldorf and Neuss ; it does not 
provide such services for liquid goods itself and all liquid bulk terminals in 
RheinCargo’s ports are operated by customers or third parties . HGK operates almos t 
only in public ports on the Rhine (Nijmegen- Bonn range) except the private port of 
Dormagen.224 
(213)  The Target only offers transhipment services in […]  private inland ports for three 
customers on their respective premises  ([…])225 and is not active in public por ts. In 
the case of private ports owned by individual companies, transhipment services are 
usually organised directly by these companies or by companies specialising in these 
services in private ports, because the services are often specially adapted to the needs 
of the owners (their companies). Only in individual cases are transport companies 
involved.  
(214)  The providers of transhipment services in public inland ports are, on the one hand, 
logistics companies that have rented areas in the port and operate trans hipment 
facilities on these areas. On the other hand, the operators of public inland ports 
themselves also have transhipment facilities with which they offer the transhipment 
of goods. The operator of the public port charges a fee for the handling of goods  
using the port's own handling facilities (so- called crane usage fee).226  
(215)  The Parties’ combined market shares when all public and private ports are 
considered within the Nijmegen -Bonn range have been consistently below [5 -10]%  
over the last three years, als o for the transport of dry bulk only. Furthermore, their 
combined market share remains below [5 -10]%  when all private ports are considered 
in the Nijmegen -Bonn range  for dry bulk only .  
(216)  The Parties have also provided market share information for a selection of public and 
private ports within the Nijmegen -Bonn range under a worst case scenario for an 
overall market comprising a minimum market volume ; their market shares are 
therefore likely to be even lower .227 The Parties’ combined market share in 2019 was 
below [40-50]%  for a market comprising selected public and private ports in the 
market for all bulk goods stevedoring services and the market for dry bulk only. 
Specifically, it was [30- 40]%  for all bulk goods and [30- 40]%  for dry bulk goods 
                                                 
224  Private ports are considered to be those ports which are operated by privately owned companies and t hat 
are not open to the public, that is, to third parties (freight forwarders/ industrial customers) wishing to load 
and unload their barges.  See Form CO, para 134.  
225  […]. 
226  See Form CO, para 97.  
227  As indicated in para 111 of this Decision, the Parties have assessed the overall market volume based on 
data taken from selected ports only, thereby excluding most private and some public ports and the actual 
overall market size is likely to be higher and the Parties’ market shares likely to be lower.  
 
 
55 only. When the N ijmegen Cologne range is considered, the market shares are 
respectively [30- 40]%  for all bulk goods and [40- 50]%  for dry bulk only.  
(217)  When selected private ports are considered  under a worst case scenario (thereby 
providing for a smaller overall market volum e and overestimating the Parties’ 
market shares) , then their combined market share in 2019 remains below 30% for all 
bulk goods stevedoring services. Affected markets arise when only dry bulk 
stevedoring services provision is considered with a combined ma rket share of 
[40-50]%  for 2019. The Parties’ market shares in value remain consistently below 
[20-30]%  in all the above markets.  As already mentioned, HGK’s market share is 
marginal in private ports (only [0 -5]% for all bulk and [0 -5]% for dry bulk only i n 
2019) even with likely overstated market shares and limited to one private terminal 
in Dormagen.  
(218)  There are no overlaps between the Parties for the provision of stevedoring services in 
public ports where only HGK is active. HGK’s market share in volume in a market 
comprising public ports in the Nijmegen -Bonn range was [40-50]%  in 2019 while its 
market share in value was [30- 40]% .  
(219)  The Commission considers that this vertical relationship is unlikely to have any 
material impact on the market and is unlikely to raise any foreclosure concerns, as 
further analysed below.  
(A)  Input foreclosure in relation to transhipment/stevedoring services 
(upstream) and inland waterways freigh t transport  services (downstream)  
(220)  The Commission considers that the Transaction will not  lead to input foreclosure, as 
the merged entity would not have the ability or incentive post -Transaction not to 
provide stevedoring services to inland waterway transport providers or to raise the 
price for these services to third parties.  
(A.i) Ability to forec lose 
(221)  For the reasons set out below, t he Commission considers that the merged entity will 
not have a significant degree of market power in the stevedoring services market to 
enable it to influence the conditions of competition in this market or prices and 
supply conditions in the downstream shipping market .  
(222)  First, the Commission notes that, with regard to stevedoring services provided in 
private inland ports, the increment brought about by the Transaction is very small as 
HGK’s activities on this  market are marg inal with a market share of [0 -5]% for all 
bulk and [0 -5]% for dry bulk in 2019 (even with likely overstated estimated market 
shares)  and provided in one port only (Dormagen) . In addition, t he Target’s business 
with respect to transhipment is limited to services provided for […]  private 
customers only. In total, the Target’s turnover with such transhipment services 
represents less than  [5-10]%  of its total turnover in 2019.  
(223)  Second, with regard to stevedoring services provided in public  inland ports, t here is 
no increment brought about by the Transaction as the Target is not act ive in the 
provision of stevedoring services in public ports.  
(224)  Third, the Commission notes that with regard to a market comprising all  public and 
private inland ports, there are no affected markets arising by the Transaction and the 
 
 
56 Parties’  combined market shares have been consistently below  [5-10]%  over the last 
three years, both for all bulk and for dry bulk only. As indicated above, it is  under a 
worst case scenario with their  market shares likely to be overestimated  that the 
Parties’ combined market share in 2019 was [30-40]%  for all bulk228 goods and 
[30-40]%  for dry bulk goods only  in the Nijmegen Bonn range (the combined 
market shares are respectively [30- 40]%  for all bulk goods and [40- 50]%  for dry 
bulk only  for the Nijmegen Cologne range) .   
(225)  Fourth, any input foreclosure strategy of the merged entity would be unlikely, 
because shipping companies could procure stevedoring services from several 
alternative providers in both public and private ports, such as Rhenus Logistics, 
Ruhrmann Logistic GmbH & Co KG, Hafen Krefeld GmbH&Co.KG, Chemion 
Logistik GmbH etc .229 Various companies would appear to be active at, f or instance, 
the port of Duisburg, including  Haeger & Schmidt, Rhenus, CTS, Preymesser  etc.230 
During the market investigation, some of the market participants  indicated  that 
during the tender process for the stevedoring services contract  to be provided to 
them , several  competitors participated in the tender, indicating a compe titive market  
where the same competitors are active in private or public ports .231   
(A.ii)  Incentive to foreclose  
(226)  During the market investigation, most market participants were neutral or positive 
about the Transaction and did not raise any foreclosure concerns.  
(227)  A few market participants noted , however, that because of the vertical integration  
smaller market players will be unable to offer a comparable price for the array of 
integrated services as could be offered by the merged entity as a result of HGK 
owning and operating many transhipment locations in the Cologne area. One market 
participant noted that pricing and location are key in this market and were concerned 
that as a consequence of the Transaction, it will become dependent on HGK’s 
transhipment capacity ( especially in the Cologne area), while HGK will be inclined 
to favour its ‘own’ combined fleet of HGK/Imperial vessels which could use up 
transhipment capacities at various locations, putting this market participant in a 
difficult, disadvantageous position. This market participant indicated that, in its 
opinion, regardless of the (inland) ports regulations in Germany, port operators will 
always have an incentive to service their own group companies more favourably  and 
is concerned that HGK might not give ac cess to their facilities if this would mean 
that HGK needs to divert its own vessels to third party locations.   
(228)  For the reasons set out below, the Commission considers that the merged entity 
would have no incentive to foreclose access to stevedoring servi ces and that the 
above concerns are not sufficient for the Commission to consider that the 
Transaction raises serious doubts as to its compatibility with the internal market.  
                                                 
228  As noted above, RheinCargo does not provide transhipment services for liquid goods itself. All liquid bulk 
terminals in R heinCargo’s ports are operated by customers or third parties. Nevertheless, these 
transhipment figures are included in HGK’s market shares.   
229  See Form CO, para 287 and , for instance, minutes of the calls  of 27 May and 8 June 2020 with market 
participants.  
230  See minutes of the call of  8 June 2020 with a market participant  
231  See also analysis under the stevedoring services section.  
 
 
57 (229)  First, as already noted, the merged entity’s market share in the downstream mark et 
for inland waterways transport is modest. The Parties’ combined market shares on 
the broader market for all dry bulk goods remain below [10- 20]%  in Germany, 
Belgium and the Netherlands as well as for the Rhine basin  in 2019. The Parties’ 
combined market  share o n the market for inland waterway transport of agricultural 
and forestry p roducts in 2019 were [20- 30]%  in Germany, Belgi um and the 
Netherlands and [10-20]%  in the Rhine basin. Also for the category other goods, the 
Parties’ market share was only [0 -5]% in 2019.232 Therefore, the merged entity’s 
market share downstream is modest and unlikely to give rise to an incentive to 
foreclose.233  
(230)  Second, the Commission notes that, with the exception of Dormagen, the ports 
operated by HGK and where it provides ste vedoring services are public ports which 
are subject to regulation and must be made available to everyone, and thus to every 
shipping company on a non- discriminatory basis and at arms’ length on equal 
terms.234 The transhipment facilities operated by HGK are also essential facilities, 
which must be available to all shipping companies on a non- discriminatory basis and 
on equal terms. It is therefore not possible for the merged entity  to give preference to 
its own fleet over other shipping companies when decidi ng whether to grant access 
to stevedoring services. 
(231)  Third , apart from the obligation to provide  stevedoring services  on equal terms and 
treat all shipping companies and ships equally , which w ould reduce or even 
eliminate  the possibility that the merged ent ity would  make access for shipping 
companies to the inland ports operated by it more difficult,235 the contractual 
relationships and business practices in the port and transhipment business make it 
impossible to specify the use of a group- owned shipping com pany or to open up 
one's own port or transhipment facility pref erentially to group -owned ships. S ince 
the decision as to which inland port to approach is based on the  plant and customer 
locations and is therefore not made by the shipping companies but by the shippers , 
even if post -Transaction the merged entity  wished to move all of its volumes to be 
transhipped to the ports currently operated by HGK, thereby foreclosing other 
shipping companies from access to its stevedoring services upstream, this would 
have to be decided or agreed on by the industrial customer  as well .   
(232)  During the market investigation, the majority of the P arties’ industrial customers 
were neutral or positive about the Transaction, indicating that they believed that the 
merged entity would honour the contracts they already had with, for instance, the 
Target  and did not express any concerns regarding this vertical link. 
                                                 
232  As already mentioned above, the enormous fluctuation of the market shares in this market is due to  the 
lack of homogenei ty and clarity when classifying goods as ‘other goods’  
233  See Non -Horizontal Merger Guidelines, para 43.  
234 A legal obligation for public ports not to discriminate among their customers exists for rail- side 
transhipment services: According to Article 10 of the Directive 2012/34/EU of 21 November 2012 
establishing a single European railway area (para 10 (1) of the German Railway Regulation Act 
(Eisenbahnregulier ungsgesetz “ERegG”) , the right (of railway undertakings) to be granted access, under 
equitable, non -discriminatory and transparent conditions also includ es access to infrastructure con necting 
(maritime and) inland ports and other service facilities, and to infrastructure serving or potentially serving 
more than one final customer.  See Form CO, para 320.  
235  See Non-Horizontal Merger Guidelines, para 46.  
 
 
58 (233)  Finally, the Commission notes that there are no significant regulatory barriers to 
entry for  the market for  stevedoring/t ranshipment services (in public ports),236 rather 
certain general (regional and local) legal provisions, for instance , regarding traffic 
and transhipment in ports and safety that have to be adhered to.237  For a new entrant, 
while some initial investment might be necessary (in the form of cranes or storage 
area/warehouses), th is investment is not prohibitive and could be implemented in a 
relatively short period including through, for instance, renting rather than buying.238 
Moreover, except for specialized services,  stevedoring/transhipment services are 
relatively interchangeable which would in general allows customers to switch 
between different service providers easily,  constraining the Parties from engaging 
into foreclosure strategies .239 In addition, during the market investigation, certain 
market participants explained that they do their own loading/unloading of raw 
materials and have storage facilities on their location near the production plant.240  
(A.iii)  Conclusion on Input Foreclosure  
(234)  Based on the above considerat ions and the evidence available to it, the Commission 
concludes that a post -Transaction input ( transhipment/ stevedoring services) 
foreclosure strategy by the merged entity  is unlikely.  
(B)  Customer foreclosure  in relation to transhipment/stevedoring services 
(upstream) and inland waterways transport (downstream)   
(235)  Any customer foreclosure strategy of the merged entity, in the form of inhibiting 
stevedoring services providers ’ access  to inland waterway s transport companies  as 
customers , would also be unlikely. F or customer foreclosure to be a concern, the 
merger must involve a company which is an important customer with a significant 
degree of market power in the downstream market.241 By contrast, if the existing or 
future customer base is sufficiently large to tur n to independent suppliers, vertical 
foreclosure concerns are unlikely to arise.   
(236)  During the market investigation, one of the market participants  expressed certain 
concerns with regard to the vertical link arising from the activities of HGK as 
provider of  stevedoring services mainly in public ports that it also operates and was 
concerned that stevedoring services providers could lose Imperial as a customer 
post-Transaction if its volumes were moved to HGK’s ports and/or the areas where 
HGK provides stevedoring services.242  
(237)  For the reasons set out below, the Commission considers that the merged entity will 
have neither the ability nor the incentive to foreclose its upstream rivals’ access to 
shipping companies as customers on the downstream market.  
                                                 
236  See Form CO, para 390  
237  There may be certain practical limitations to the provision of such services in a specific port, due to , for 
instance, the geographic requirements (water access, quay, water dep th) that in general need to be taken 
into account.   
238  See, for instance, minutes of the call of 27 May 2020 with a market participant indicating that they could 
use the cargo handling and storage facilities offered by the ports.  
239  See Form CO, para 337.  
240  See minutes of the call of 8 June 2020 with a market participant . 
241  Non-Horizontal Merger Guidelines, para 58.  
242See minutes of the call of 2 June with a market participant and additional information provided.  
 
 
59 (B.i) Ability to  foreclose 
(238)  First, as already noted, the merged entity’s market share in the downstream market 
for inland waterways transport is modest. The Parties’ combined market share on the 
broader market for all dry bulk goods remains  below [10-20]%  in Germany, 
Belgi um and the Netherlands as well as for the Rhine basin in 2019. The Parties’ 
combined market share o n the market for inland waterway transport of agricultural 
and forestry products in 2019 w as [20-30]%  in Germany, Belgium and the 
Netherlands and [10-20]%  in the Rhine basin. Also for the category other goods, the 
Parties’ market share was only [0 -5]% in 2019.243 Furthermore, with regard to the 
transport of liquid bulk by inland waterways, where only the Target is active, its 
market share is very modest and below [0-5]% over the last three years both in value 
and volume; it rises to [10- 20]%  by value in 2019 when only chemicals are 
considered. Moreover, as already noted above, the Parties’ combined market share in 
the transport of containers is below 20%  with an  increment brought about by the 
Target of less than  [0-5]%. The merged entity cannot therefore be considered as an 
important competitor in the downstream market.244 
(239)  Second , there are several other shipping companies or shipping collectives active in 
the market, such as Rhenus or NPRC, Haeger & Schmidt , Trans -Saar as well as 
many smaller companies  which are independent from HGK /the merged  entity  and 
will continue to need access to ste vedoring services to carry out their business. A s 
noted above, the market inve stigation has shown that even certain large  industrial 
customers also consider smaller competitors to be viable alternatives to the services 
of the Parties and other large shipping companies.245 Therefore, even if the merged 
entity  were to shift all its volu mes and activities to ports that HGK operates  or 
provides stevedoring services in, these other competitors would still be active in the 
market as customers of stevedoring services.   
(240)  Third , the Commission notes that, as also confirmed by the market investig ation, the 
decision to call at a particular port is usually taken by the loading customers 
according to their logistics needs, the geographical location where they need the 
goods to be delivered and the principle that ‘whoever pays for the transport also 
chooses the port’. The loading customers are usually large industrial customers  and 
the shipping companies do not have the kind of market power to influence their 
customers on the choice of which port to call. Post -Transaction, the merged entity 
will still not be able to instruct its customers which port the ship used for transport 
has to call at.  
(241)  Finally, the majority of the Parties’ industrial customers were mostly uncritical with 
regards to potential anti -competitive vertical effects arising from the con centration . 
The majority of the se customers did not express concerns about the Transaction and 
indicated that it would not have any impact on their company246 while several  also 
indicated that, in their view, the fact that HGK was taking over the Target was a 
positive outcome. In their view, the merger would provide the Target with stability 
                                                 
243  As already mentioned above, the enormous  fluctuation of the market shares in this market is due to the 
lack of homogeneity and clarity when classifying goods as ‘other goods’  
244  See Non -Horizontal Merger Guidelines, para 43.  
245  See para 85 of this  Decision.  
246  See minutes of the call of 27 June 2020 with a market participant.  
 
 
60 and a strong parent company behind it which the Parties’ customers indicated could 
improve quality and business relations.247 
(B.ii)  Incentive to foreclose  
(242)  As already indicated, HGK is a public undertaking and is unable to directly induce 
shippers to use the ports it operates or is active in by offering them advantages for 
establishing themselves at these ports.  HGK’s obligation as a port operator and as 
operator of transhipment f acilities to make both the port infrastructure and the 
transhipment facilities  available to all shipping companies in a non- discriminatory 
manner and under the same conditions, prevents HGK from granting privileges to 
shipping companies in the event they e nter the ports HGK operates or use the 
transhipment facilities it operates.  
(243)  Moreover, diverting shipments to ports where the merged entity operates post -
Transaction in order to provide stevedoring services there could involve potentially 
higher logistics c osts as it could later require further steps in the logistics chain 
reducing HGK’s competitiveness vis -à-vis its customers or harm its profitability.  
This would be even more unlikely in view also of the strong price sensitivity of the 
market for the transp ort of dry bulk where price would appear to play the most 
important role .248 Therefore, it would be possible for the upstream rivals providing 
stevedoring services to price more aggressively to maintain sales levels in the 
downstream market.249 
(244)  In addition, th e Commission understands that  with regard to some of the Target’s 
industrial customers, such as […]  for instance, which has its own private terminal in 
Duisburg, the transhipment location is also connected to the location of its plant . 
Consequently, transport to another port would be excluded for economic reasons for 
the customers. As noted above, with regard to transhipment services, Imperial 
supplies customers of heavy industry and, as a rule, these have their own ports and 
transport is always to these sa me ports.  
(245)  Finally, the Commission understands that HGK has no plans to transfer in the future 
volumes from the Target, which are currently transhipped in other ports, to ports that 
HGK or its affiliated companies operate.   
(B.iii)  Conclusion on customer foreclosur e 
(246)  Based on the above considerations and the evidence available to it, the Commission 
considers that a post -Transaction customer foreclosure strategy by the merged entity 
is unlikely.  
(C) Conclusion 
(247)  Based on the above considerations and the evidence available to it, the Commission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market as regards the vertical relationship between 
                                                 
247  See minutes of the call of 28 May 2020 with a market participant.  
248  See above, for instance, section 5.1.1.1 under point (C) of this Decision.  
249  See Non -Horizontal Merger Guidelines, para 67.  
 
 
61 stevedoring/transhipment services (upstream) and inland waterways freight trans port  
(downstream).   
5.2.5. Conclusion on the vertical effects  
(248)  The Commission considers that, as also suggested by market participants,250 it is not 
excluded that the Transaction could create economies of scale and could lead to 
avoiding an intermediary’s cost and that this advantage may be, at least partially, 
passed on to those who purchase the relevant services from the merged entity.    
(249)  Based on the above considerations and on all the evidence available to it, the 
Commission therefore concludes that the Transac tion does not raise serious doubts 
as to its compatibility with the internal market due to vertical effects.    
5.3. Conglomerate effects  
5.3.1. Framework for the competitive assessment  
(250)  A market participant argued  that the transaction may also lead to conglomerate 
foreclosure effects concerning the relationship between the markets for inland 
waterway transport, stevedoring/transhipment services, inland port infrastructure and 
railway transport services. According to the market participant, the combined entity 
would be active on all these markets with a relatively strong market position s and 
thus be able to provide all these services in an integrated manner. Consequently, the 
merged entity would potentially  be able to bundle or tie together its services on these 
markets and thereby foreclose or obstruct competitors.251  
(251)  Conglomerate effects may arise in mergers between firms that are in a relationship 
which is neither purely horizontal (as competitors in the same relevant market) nor 
vertical (as supplier and customer). The se effects often arise between companies  that 
are active in closely related markets (for example mergers involving suppliers of 
complementary products or of products which belong to a range of products that is 
generally purchased by the same set of customers for the same end use).252 
(252)  The proposed Transaction exhibits such a feature , as inland waterway transport 
services, stevedoring/transhipment services, inland port infrastructure services and 
railway transport services all relate to the provision of transport logistics services. 
These services are complimentary to each other and at times also offered 
comprehensively in so- called “all -in” services.253 These markets can therefore be 
considered to be related  markets, in which conglomerate effects could potentiall y 
occur.  
(253)  In the majority of circumstances, conglomerate mergers will not lead to any 
competition problems.254 However, in certain specific cases, there may be harm to 
competition. The main concern in the context of conglomerate effects is that of 
foreclosure . The combination of products in related markets may confer on the 
                                                 
250  See, for instance, the minutes of the call of 8 June 2020 with a market participant.  
251  Submission by a market participant from 17 June 2020.  
252  Non-Horizontal Merger Guidelines, para 5.   
253  See Form CO, para 76.  
254  Non-Horizontal Merger Guidelines, para 92.   
 
 
62 merged entity the ability and incentive to leverage a strong market position from one 
market to another one by means of tying or bundling or other exclusionary 
practices.255 While the combina tion of products in related markets through tying and 
bundling are common practices that may provide customers with better products of 
offerings in cost -effective ways, these practices may lead to a reduction in actual or 
potential competitors’ ability or incentive to compete. This may reduce the 
competitive pressure on the merged entity, allowing it to increase prices.256  
(254)  The Non- Horizontal Merger Guidelines provide for a framework of assessment of 
such a foreclosure strategy: “ In assessing the likelihood of such a scenario, the 
Commission examines, first, whether the merged firm would have the ability to 
foreclose its rivals, second, whether it would have the economic incentive to do so 
and, third, whether a foreclosure strategy would have a significant det rimental effect 
on competition, thus causing harm to consumers ”.257 
(255)  The Commission considers that the Transaction will not give rise to competition 
concerns with regard to conglomerate effects related to the markets for inland 
waterway transport, stevedoring /transhipment services, inland port infrastructure and 
railway transport services for the following reasons . 
5.3.2. Ability to foreclose  
(256)  According to the market participant mentioned in Section 5.3.1., the merged entity 
may have the ability  post-Transaction  to bundle services for inland waterway 
transport, stevedoring/transhipment, inland port infrastructure and railway transport 
together for customers that are not dependent on HGK’s port infrastructure, due to 
the ability to offer lower prices than competitors as  a result of efficiency gains. In 
addition, the market participant claims that for those customers dependent on HGK’s 
port infrastructure, the merged entity would be able to apply a tying strategy  for its 
related services .258  
(257)  The Commission considers that  the merged entity would not have the  ability to 
foreclose competitors’ customers  by conditioning its sales in a way that links the 
products in the above -mentioned markets together, either via tying or bundling .  
(258)  In order to be able to foreclose competitors, the new entity must have a significant 
degree of market power.259 However as  mentioned before, the Parties would have a 
combined market share of no more than [10- 20]%  in the market for inland waterway 
transport of dry bulk goods along the Rhine and therefor e, their market power on this 
market is limited.260 Similarly, the merged entity’s combined market shares in 
railway transport services would be even lower.261 This would therefore limit the 
                                                 
255  Non-Horizont al Merger Guidelines, para 93.   
256  Non-Horizontal Merger Guidelines, para 93.   
257  Non-Horizontal Merger Guidelines, para 94.   
258  Submission by a market participant from 17 June 2020.  
259  Non-Horizontal Merger Guidelines, para 99.  
260  See section 5.1.1.1. of this Decision ; While the Parties’ combined market shares are higher on some 
potential sub -segmentations of the market for inland waterway transport of dry bulk (see: section 5.1.1. of 
this Decision), these never surpass [20 -30]%  and are thus still at mo st moderately high.   
261  See, footnote 15 of this Decision.  
 
 
63 merged entity’s ability to tie or bundle its products together in a f ully integrated 
manner.  
(259)  Furthermore, cases of p ure bundling are very unlikely if products are not bought 
simultaneously or by the same customers .262 As shown by the market investigation, 
at least some customers procure different  logistics  services separately .263 Particularly 
larger customers are able to partition their transport needs amongst different 
transport providers. For instance, regarding Imperial Shipping Groups’ operation in  
[…], the [...] customer receives inland waterway transport services from a JV  
company between the Target and Rhenus (one of the Parties’ main competitors). 
Therefore, the service of inland waterway transport of goods itself is often not 
sourced as a bundle by customers.264 
(260)  In addition, when assessing the likelihood of conglomerate fo reclosure strategies, the 
Commission also assesses the possibility of effective and timely counter -strategies of 
rival firms.265 The Commission considers the inland waterway transport provided by 
the Target not to be sufficiently different from what could be  provided by competing 
shipping companies, to prevent competitors from offering similarly integrated 
services. In particular Rhenus and to a somewhat lesser degree also Duisport offer 
integrated logistics services266 that may serve to counter those  potential  tying and 
bundling strategies  of the merged entity . 
(261)  Moreover, the fact that the merged entity will have a broad range or portfolio of 
products does not, as such, raise competition concerns, as customers may also prefer 
to purchase from a single source due  to saved transaction costs.267 In fact, the 
transaction could prove beneficial to such customers since turning to the merged 
entity for more than one service might avoid an intermediary’s cost and price raising 
margin.268 Thus, the fact that some customers ha ve mentioned during the market 
investigation, that they prefer to obtain most of their logistics needs from one or few 
providers269 does not in itself lead to anti -competitive effects.  
5.3.3. Incentive to foreclose  
(262)  According to the market participant mentioned in S ection 5.3.1., the merged entity 
may have the incentive post -Transaction to foreclose competitors by tying or 
bundling the above -mentioned services together. According to the market 
participant, the merged entity would be able to gain market shares on all relevant 
markets while at the same time being able to  be profitable by setting the highest 
possible price without losing any customers. Moreover, this  foreclosure strategy 
might decrease competitive pressures on the merged entity.270  
                                                 
262  Non-Horizontal Merger Guidelines, para 98.  
263  See minutes of the calls of 27 May and 8 June 2020 with market participants.  
264  See Response to RFI4, received on 19 June 2020.  
265  Non-Horizontal Me rger Guidelines, para 103.  
266  See minutes of the calls of 26 May and 2 June 2020 with market participants.  
267  Non-Horizontal Merger Guidelines, para 104.  
268  Submission by a market participant from 17 June 2020.  
269  See minutes of the call of 28 May 2020 wit h a market participant.  
270  Submission by a market participant from 17 June 2020.  
 
 
64 (263)  The Commission consider s that the merged entity would have limited incentive to 
apply tying or bundling strategies to foreclose its competitors.  
(264)  When assessing the incentive  of a company  to foreclose, it may be relevant to assess 
the relative value of different products  that would be bundled or tied together . It is 
unlikely that the merged entity would be willing to forego sales on one highly 
profitable market in order to gain market shares on another market where turnover is 
relatively small and profits are modest.271 According to the Parties, the merged entity 
would lack the incentive  to foreclose competitors’ customers because, if it were to 
bundle or tie the different services it provides, it would not be able to sufficiently 
cross -subsidise price fluctuations. The Parties claim that in particular, bundling or 
tying any other product to inland waterway transport is becoming increasingly risky, 
as profit in this business has recently been severely affected by weather conditions 
(which influence the navigability of the Rhine).272 The merged entity could thus not 
consistently  rely on hypothetical profits generated from its inland waterway transport 
business to compensate for rebates or lower prices for potential other services, or it 
would risk running considerable losses each summer. The Commission considers 
that this argument from the Parties is indeed one of the reasons casting doubt on the 
ability and incentive of the merged entity to engage in bundling or tying.    
(265)  In addition, bundling the provision of inland waterway transport wi th that of 
transhipment/stevedoring services and port infrastructure services would be limited 
by the geographic scope of operations of the merged entity . As shipping companies 
would normally use the port the closest to the customer,273 tying/bundling its 
services to a particular port would  require the merged entity to offer further logistic 
steps (prior or subsequent to the transport) by means of, for instance, offering 
transport by road or rail (as customers will expect delivery at the desired location). 
This would have to be done for a price low enough to compete with transport 
solutions offered by competitors, who instead would carry out the transport to 
whichever destination is closest to the customer’s intended delivery location via 
inland waterway tran sport. The Commission considers this to be difficult, due to the 
relative price -advantage of inland waterway transport compared to rail and road274 
and the relatively  limited rail transport capacity compared to larger rail 
competitors.275 
(266)  In addition, the majority of inland waterway transport contracts are concluded on an 
annual basis.276 Bundling these contracts with other services would thus restrict the 
Parties ’ ability of de -bundling its operations, should the arrangement cease to be 
profitable. Due to the fl uctuations of profitability of inland waterway transport 
contracts,277 the Commission considers  it likely that the merged entity may also want 
to retain some flexibility post- Transaction to deal with such fluctuations , thereby 
limiting its incentive to tie o r bundle its products . 
                                                 
271  Non-Horizontal Merger Guidelines, para 107.  
272  See Response to RFI4, received on 19 June 2020.  
273  See minutes of the call of 8 June 2020 with a market participant.  
274  Avera ge cost of inland waterway transport: 3 EUR/t/100km); of land transport: 6 EUR/t/100km; of rail 
transport: 5 EUR/t/100km; See Response to RFI4, received on 19 June 2020.  
275  See Response to RFI4, received on 19 June 2020.  
276  See para 76 of this Decision.  
277  See Response to RFI4, received on 19 June 2020  
 
 
65 (267)  In its assessment of the likely incentives of the merged entities, the Commission may 
also take into account the type of strategies adopted on the market in the past.278 As 
even the market participant mentioned in Section 5.3.1. has pointed out, despite its 
strong position in the container sector, HGK has so far not employed tying 
strategies.279  
(268)  In addition, when assessing the likelihood of the adoption of a certain conduct, the 
Commission also takes into account the possibility that this conduct is unlawful.280 
As noted above, HGK is subject to non- discrimination obligations with respect to its 
port infrastructure .281 These obligations  further reduce any incentive for the merged 
entity to act unilaterally to gain competitive benefits from co nglomerate effects  and 
possibly make such actions or some of them unlawful . 
5.3.4. Competitive assessment  
(269)  The effect on competition further  needs to be assessed in light of countervailing 
factors such as the presence of countervailing buyer power.282 In the case of  
transport logistics services,  the customers generally choose the destinations .283 In the 
case of large industrial customers, such as those with whom the Parties have a 
business relationship, who require raw materials and commodities to be delivered at 
their specific processing facilities, the flexibility to switch the destination ports to 
which a shipping company shall deliver the transported goods is small,284 thereby 
limiting the ability of the merged entity to tie or bundle its products by forcing 
customers  to use its port infrastructure or stevedoring/transhipment services. 
(270)  The Commission thus considers that a potential foreclosure strategy of the merged 
entity would not likely have a detrimental impact on competition in the markets for 
inland waterways shi pping, transhipment/stevedoring services, inland port 
infrastructure and railway transport services.  
5.3.5. Conclusion  
(271)  In view of the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to conglomerate effects in the markets for 
inland waterways shipping, transhipment/stevedoring services, inland port 
infrastructure and railway transport services, under any of the plausible product 
market definitions.  
                                                 
278  Non-Horizontal Merger Guidelines, para 109.  
279  See s ubmission by a market participant from 17 June 2020.  
280  Non-Horizontal Merger Guidelines, para 110.  
281  See footnote 189 of this Decision.  
282  Non-Horizont al Merger Guidelines, para 114.  
283  See para 167 of this Decision;  see also minutes of the call of 8 June 2020 with a market participant.  
284  See Response to RFI4, received on 19 June 2020.  
 
 
66 6. CONCLUSION  
(272)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This Decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President