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, 13.5.2019  
C(2019 ) 3732  final 
PUBLIC VERSION  
To the notifying parties  
Subject : Case M.9348 - OMERS INFRASTRUCTURE / MORGAN STANLEY / VTG  
Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) 
No 139/20041 and Article 57 of the Agreement on the European Economic Area2  
Dear Sir or Madam,  
1. On 11 April 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which OMERS 
Infrastructure European Holdings B.V. (“OMERS Infrastructure”, The Netherlands)  and 
Morgan Stanley (“Morgan Stanley”, United States)  acquire within the meaning of Article 
3(1)(b) and 3(4) of the Merger Regulation joint control over the whole of VTG 
Aktiengesellschaft (“V TG”, Germany)  by way of purchase of shares .3 
2. The business activities of the undertakings concerned are:  
  for OMERS Infrastructure: the European investment platform for infrastructure 
investments  for OMERS Administration Corporation,  Canada, which manages  
a diversified global portfolio of stocks and bonds as well as real estate, 
infrastructure  and private equity investments for a Canadian pension plan,  
 
  for Morgan Stanley: a leading US global financial services firm providing a wide 
range of investment banking, securities, wealth management and investment 
management services , 
 
 for VTG : a wagon hire and rail logistics provider headquartered in Hamburg, 
Germany, with an extensive fleet of vehicles, consisting mainly of tank wagons, 
intermodal wagons, standard freight wagons, and sliding wall wagons. In addition 
to leasing rail freight wagons, VTG provides multi -modal logistics services, 
focusing on rail transport and global tank container transport.  
 
                                                 
1 OJ L 24, 29.1.2004, p. 1 ( the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( 'TFEU ') has introduc ed 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 142, 23.04.2019 , p. 24. 

2 3. After examination of the notification, the European Commission has concluded that the 
notified operation falls within the scope of the Merger  Regulation  and of paragraph 5 (b) of 
the Commission Notice on a simplified procedure for treatment of certain concentrations 
under Council Regulation (EC) No 139/2004 .4 
4. For the reasons set out in the Notice on a simplified procedure, 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)  
Johannes LAITENBERGER  
Director -General  
                                                 
4  OJ C 366, 14.12.2013, p. 5 .