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 -MERG ER-REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 10.08.2021  
C(2021) 6003 final  
PUBLIC VERSION 
 
ENERGETICKÝ A PRŮMYSLOVÝ 
HOLDING, a.s.,  
Pařížská 130/26 
Josefov, 110 00 Praha 1  
Czech Republic  
 
SLOVENSKE ŽELEZNICE 
Kolodvorska ulica 11  
1506 – Ljubljana  
Slovenia  
Subject : Case  M.10169 – EPLI  / SŽ  / JV  
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 12 July 2021, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which EP Logistics 
International, a.s. (“EPLI”, Czech Republic), controlled by ENERGETICKÝ A 
PRŮMYSLOVÝ HOLDING, a.s. (“EPH”, Czech  Republic), and SLOVENSKE 
                                                 
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 introduced certain changes, such as the replacement of ‘Community’ by ‘U nion’ and ‘common market’ by ‘internal market’. The term inology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 
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 shown thus [… ]. Where possible the 
information omitted has been replaced by ranges of figures or a general description.
 
 
2 ŽELEZNICE, d.o.o. ("SŽ", Slovenia) acquire within the meaning of Article 3(1)(b) 
and 3(4) of the Merger Regulation joint control over a newly created company 
(“JV”, Slovenia)3 by way of purchase of shares. EPLI and SŽ are designat ed 
hereinafter as the “Parties”.  
1. THE PARTIES  
(2) EPLI  offers rail freight transport services in the Czech Republic, Germany, Poland, 
Hungary, Slovakia  and Austria . It also offers freight forwarding services, in 
Hungary , the Czech Republic, Germany, Poland and  Slovakia . EPH is a vertically 
integrated energy utility covering the complete value chain ranging from 
cogeneration, power and heat generation, natural gas transmission, gas storage, as 
well as gas, heat and electricity distribution and supply.  
(3) SŽ is the  Slovenian state-owned provider of rail freight transport and freight 
forwarding services and rail passenger transport. Among others, companies within 
SŽ Group also act as railway infrastructure manager in Slovenia and as a provider of 
traction and inspect ion and maintenance services for rail vehicles.  
(4) The JV will be composed of SŽ - Tovorni promet, d.o.o., (“SŽ-TP”, Slovenia ) and 
Fersped, d.o.o., (“ Fersped ”, Slovenia ), both currently owned and controlled by SŽ. 
SŽ-TP offers conventional and intermodal rail  freight transport and some 
accompanying logistic s services related to rail transport predominantly in Slovenia 
and, to a smaller extent , in Austria and Croatia. Fersped  offers freight forwarding 
services in Slovenia.  
(5) The Parties explain that for SŽ, the proposed transaction is an opportunity to expand 
the businesses of SŽ -TP and Fersped by overcoming its current limitations to raise 
additional financing with a view to revive and expand SŽ -TP's rolling stock and 
operations in Central and Southeast Europe  For EPH, in turn, the proposed 
transaction embodies an opportunity to further build and strengthen its logistics 
division by expanding its activities to Southern Europe. This is in line with EPLI's 
railway strategy to build an independent freight railway a lliance in Southeast 
Europe.4 
2. THE OPERATION   
(6) In accordance with the Investment and Shareholders' Agreement of 
2 December  2020 (“ISHA”), the Parties will set up the JV in Slovenia to which SŽ 
will transfer all its shares in SŽ -TP and F ersped. The transfer of SŽ -TP and Fersped 
to the JV will go along with a share capital increase by EPLI, following which SŽ 
will hold a 51 % and EPLI will hold a 49 % stake in the share capital of the JV.5 
                                                 
3  Publication in the Official Journal of the European Union No C 290, 20.7.2021, p. 16- 17. 
4  Form CO, paragraphs 15- 16.  
5  From CO, paragraphs 1- 3. 
 
3 3. THE CONCENTRATION  
(7) The Transaction constitutes a concentra tion within the meaning of Articles 3(1)(b) 
and 3(4) of the Merger Regulation.  
3.1. Joint control  
(8) The Parties will jointly control the JV. The JV will have a two-tier management 
structure with a Management Board and a Supervisory Board. The Management 
Board, responsible to run the day-to -day affairs of the company, will consist of five 
members and each Party will have the right to appoint two. The Chairman will be 
appointed by unanimous vote of the Supervisory Board. 
(9) The Supervisory Board will be composed of si x members. EPLI will have the right 
to appoint/remove two, while SŽ will have the right to appoint/remove four, 
including the Chairman of the Supervisory Board. The Supervisory Board will decide on all strategic commercial business decisions of the JV, suc h as budget, 
business plan, and appointing/removing the Chairman of the Management Board. In order for such decisions to be adopted, the Supervisory Board will require a majority 
of five out of six votes. Consequently, all strategic commercial decisions wi ll require 
the consent of both Parties.
6 
3.2. Full functionality  
(10) The JV will be full function. It will combine the activities of the already existing 
companies SŽ -TP and Fersped , operating in rail freight transport and freight 
forwarding respectively. T h e  J V  w ill continue to have its own presence on the 
market offering third parties its own product offering, distinct from the offering of 
the parents.  
(11) Moreover, the JV will be bestowed with all the resources, including finance, staff 
and assets as well as all re quired functionalities (such as rolling stock, 
transhipment/handling equipment, warehouses, workforce, licenses and safety 
certificates required to provide rail freight transport services)  to conduct on a lasting 
basis its business activities.7 
4. UNION  DIME NSION  
(12) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million  (EPLI: EUR […] million, SŽ: EUR […] million).8 
Each of them has a  Union -wide turnover in excess of EUR 250 million (EPLI: […] 
million , SŽ: EUR […] million) but they do not achieve more than two-thirds of their 
aggregate Union-wide turnover within one and the same Member State. The 
Transaction therefore has a U nion dimension.  
                                                 
6  Form CO, paragraph 70- 78. 
7  Form CO, paragraph 43- 62. 
8  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
4 5. COMPETITIVE ASSESSMEN T 
(13) The Transaction leads to horizontal and vertical links between the activities of the JV 
and the Parties with respect to rail freight transport and freight forwarding services. 
5.1. Market definitions  
5.1.1. Rail freight transport  
(14) In previous decisions, the Commission considered a separate market for rail freight 
transport.9 The Commission also considered a further segmentation of the market 
into single wagon and block trains. Block trains are entire trains running from a 
single point of origin to a single point of destination. Single wagon trains are 
assembled in a marshalling yard in the region of origin, transported to a marshalling 
yard in the region of destination and disassembled into single wagon loads for 
transport to their final destination (often by intermodal transport). The provision of 
single wagon services requires a more complex organisational structure, a large rail 
network and a sufficient scale of operations.10 The Commission also left open the 
question whether there are separate markets for domestic and international rail 
freight transport .11  
(15) The Commission has previously held that in view of different technical and regulatory requirements the markets for domestic and for international rail freight 
services tend to be national, but could become international on certain routes which 
are part of a corridor.
12 In certain situations, the Commission also found that a 
corridor-based approach might best reflect the competitive situation. The 
Commission also considered a distinct market for cross -border rail freight transport 
services between two neighbouring countries.13 
(16) The exact market definition in this case can be left open, as the Transaction does not 
give rise to serious doubts  as to its compatibility with the internal market  under any 
plausible market definition.  
5.1.2. Freight forwarding  
(17) In previous decisions, the Commission defined freight forwarding as "the 
organisation of transportation of items (possibly including activities such as customs 
clearance, warehousing, ground services, etc.) on behalf of customers according to 
                                                 
9  Case COMP/M.5855 - DB/ Arriva, paragraphs 144- 145; Case COMP/M.5480 Deutsche Bahn / PCC 
Logistics, paragraphs 20- 22; Case COMP/M.5096 RCA / MÁ V Cargo, paragraph 27- 38; Case 
COMP/M.4746  Deutsche Bahn / EWS, paragraphs 13- 17. 
10  Case COMP/M.5579 - TLP/ Ermewa, paragraph 67; Case COMP/M.5855 - DB/ Arriva, 
paragraphs  147- 149; Case COMP/M.5480 Deutsche Bahn / PCC Logistics, paragraphs 23- 25; Case 
COMP/M.5096 RCA/MÁV  Cargo, paragraphs 39- 40; Case COMP/M.4746  Deutsche Bahn / EWS, 
paragraphs 19- 21. 
11  Case COMP/M.5855 - DB/ Arriva, paragraphs 146; Case COMP/M.4746  De utsche Bahn / EWS, 
paragraph 18.  
12  The European Rail Freight Corridors (“RFC”) network is composed of 11 cross -border corridors. It was 
established by Regulation (EU) 913/2010 of the European Parliament and of the Council of 22 September 
2010 concerning a  European rail network for competitive freight, OJ L 276, 20.10.2010, p. 22.  
13  COMP/M.5579 - TLP/ Ermewa, paragraph 69 -73; Case COMP/M.5855 - DB/ Arriva, paragraphs 162; 
Case COMP/M.5480 – Deutsche Bahn / PCC Logistics, paragraphs 29 -32; Case COMP/M.5096  
RCA/MÁ V Cargo, paragraphs 43- 47; Case  COMP/M.4746  Deutsche Bahn / EWS, paragraph 32.  
 
5 their needs".14 The Commis sion also considered possible sub-segmentations of the 
freight forwarding product market, namely (i) between domestic freight forwarding 
and cross -border freight forwarding, and, (ii) depending on the modes of transport, 
by air, land, and sea . The Commission also considered a further subdivision of land 
freight forwarding according to the different modes of transport, in particular rail and 
road.15 
(18) In its previous decisions, the Commission has left open whether the freight 
forwarding market or subdivisions t hereof could be considered as national due to 
language and regulatory barriers or as larger in view of a trend by major competitors 
to create networks which are trans -national or even EEA -wide.16 
(19) The exact market definition in this case can be left open, as  the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market  under any 
plausible market definition.  
5.2. No horizontal concerns  
5.2.1. Rail freight transport  
(20) EPLI and SŽ -TP are active in the provision of rail freight transport.  
(21) When considering market delineations based on national markets or based on cross -
border rail freight transport services between two neighbouring countries , the 
Transaction does not give rise to any affected market. First, SŽ-TP is active in 
Slovenia, Austria and Croatia. EPLI is active in the Czech Republic, Slovakia, 
Hungary, Poland, Austria and Germany.17 The Parties ’ activities  therefore overlap 
only in Austria. However, EPLI, (through its subsidiary RML) obtained a licence to 
operate in Austria only in 2020 and has not generated any revenues there yet. 
Furthermore, t he Parties estimate SŽ-TP’s market share in the provision of rail 
freight transport in Austria at below [0-5]%.18 Second, the Parties are not active in 
rail freight transport between two and the same neighbouring Member States.  
(22) When considering market delineations based on corridors, EPLI and SŽ -TP are 
active on two corridors: RFC5 and RFC11. However, t he Parties are not active on 
the same sections of the corridors. SŽ -TP is active only on the sections within 
Slovenia while EPLI is active on the sections running through Hungary (RFC11) and 
Poland (RFC5). The Parties’ activities therefore do not overlap a nd they do not 
compete with each other on these corridors. In addition, the Parties estimate that 
their combined market shares on each of these corridors would be well below 20% 
and would not give rise to affected markets.19  
                                                 
14  See recently, case COMP/M.9221 – CMA CGM / CEVA, paragraph  10 and the references there.  
15  See recently, case COMP/M.9221  – CMA CGM / CEVA, paragraph 11 and 17 and the references  there. 
Specifically with respect to freight forwarding by rail see case COMP/M.5480  – Deutsche Bahn / PCC 
Logistics, paragraphs 12- 14 and the references there.  
16  See recently Case COMP/M.9221  – CMA CGM / CEVA, paragraph 10 and 17 and the references there. 
Specifically with respect to freight forwarding by rail see Case COMP/M.5480  – Deutsche Bahn / PCC 
Logistics, paragraphs 15- 17 and the references there.  
17  Form CO, paragraph 106, figure 2.  
18  Form  CO, paragraph 107.  
19  Form CO, paragraph 213- 214. 
 
6 (23) Market participants responding to the Commission’s market investigation did not 
raise horizontal competition concerns with respect to rail freight transport. 
(24) Consequently, the Transaction does  not give rise to serious doubts as to its 
compatibility with the internal market  with respect to the horizontal overlaps in rail 
freight transport.  
5.2.2. Freight forwarding  
(25) EPLI and Fersped are not active in freight forwarding in the same Member States. 
SŽ is active in freight forwarding through its subsidiary Fersped only in Slovenia 
while EPLI is active in the Czech Republic, Slovakia, Poland, Germany and 
Hungary.20 Although EPLI purchases rail freight transport in Slovenia, its customers 
are not Slovenian but are based in the Czech Republic, Slovakia, Poland, Germany 
and Hungary. Consequently, when considering national markets for freight 
forwarding the Parties ’ activities do not overlap. The Parties estimate their market 
shares in each of these countries to be less than [0-5]% and their combined EU -wide 
market shares to be negligible.21 The Transaction would therefore not give rise to 
affected market s for freight forwarding under any plausible market definition.  
(26) Market participants responding to the Commission’s market investigation did not 
raise horizontal competition concerns with respect to freight forwarding.  
(27) Consequently, the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market  with respect to the horizontal overlaps in 
freight forwarding.  
5.3. No vertical concerns  
(28) Rail freight transport is an upstream input  for the downstream provision of rail 
freight forwarding services. SŽ -TP is the only provider of single wagon services in 
Slovenia both for domestic and international traffic. It is also the only provider of 
domestic block train services. In the market for  international block train services in 
Slovenia, SŽ -TP’s market share is  above  [80-90]%.22 EPLI purchases rail freight 
transport in Slovenia from one of SŽ -TP’s competitors in order to transport goods 
from the Port of Koper in Slovenia and from the Italian border (originating from the 
Port of Trieste) to the Hungarian border.23 The Transaction therefore gives rise to 
vertically affected markets between SŽ -TP international rail freight transport in 
Slovenia upstream and EPLI’s  international rail freight forwarding in its countries of 
operation (for which it arranges rail freight transport through Slovenia ) downstream .   
5.3.1. No concern of input foreclosure  
(29) 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 downstream rivals' costs by making it harder for them to obtain supplies of the input under similar prices  and conditions as absent the 
                                                 
20  Form CO, paragraph 106, figure 2.  
21  Form CO, paragraph 181 et seq. 
22  Form CO, paragraphs 178- 180. 
23  Form CO, paragraph 288.  
 
7 merger.24 The conc ern in this c ase would therefore be that the JV would restrict the 
access of EPLI’s competitors in the downstream market for international freight 
forwarding to SŽ-TP’s upstream input of international rail freight transport in 
Slovenia. Such concern is unlikely to arise however, for the following reasons.  
(30) First, the JV will be jointly controlled by SŽ-TP and EPLI. SŽ-TP is unlikely to 
support an input foreclosure strategy that would require the JV to restrict its sales on 
the one hand, resulting in lower sales and lower profits, and that would benefit only 
EPLI on the other hand, by hypothetically weakening EPLI’s competitors. EPLI’s demand represents less than [0-5]% of the market for rail freight transport in 
Slovenia and would therefore be unlikely to compensate for the loss of business that 
an input foreclosure strategy would represent for the JV.
25 
(31) Second, it is doubtful that the JV will be able to engage in input foreclosure  with 
respect to international block trains . As pointed out by the Parties and confirmed by 
market participants,26 several competitors of SŽ-TP are active in rail freight transport 
in Slovenia  and others have recently obtained a licence to provide such services in 
Slovenia .27 SŽ-TP’s market shares have been declining in recent years.28 Customers 
would therefore have alternatives to the services of SŽ-TP should it engage in input 
foreclosure.  
(32) The market investigation did not find strong evidence that competitors of SŽ-TP will 
face barriers to expand their activity should SŽ-TP engage in input foreclosure. 
According to the Parties there is sufficient capacity on the Slovenian rail network to allow competitors to increase  their activity.
29 Some market participants however 
opined that there is a problem of congestion on the Sloveni an rail network and 
pointed out specifically to the train station operated by SŽ-TP outside of the port of 
Koper that serves as an important gateway for the international freight that is carried 
through Slovenia.30 However, as acknowledged by the market participants,31 SŽ-TP 
has a regulatory obligation to provide under equitable, non-discriminatory and 
transparent conditions, access to the railway infrastructure including marshalling yards and train formation facilities, such as shunting facilities .
32 Indeed, market 
participants also said that cooperation with SŽ-TP in the past has been good and is 
expected to continue post -Transaction.33 In addition, customers could avoid the port 
                                                 
24  Guidelines on the assessmen t of non -horizontal mergers, recital 31.  
25  Form CO, paragraph 288.  
26  Form CO, paragraph 239, minutes of call with market participant [ ID186], paragraphs 8 and 9; minutes of 
call with market participant [ ID104], paragraph 3; minutes of call with market participant [ ID117], 
paragraphs 4, 7 and 11; m inutes of call with market participant [ ID95 ], paragraph 11.  
27  Adria Transport, Rail Cargo Carrier, Primol – Rail, Ten Rail, Metrans.  
28  Form CO, paragraphs 178- 180. 
29  Form CO, paragraph 238.  
30  In that train station, SŽ -TP is providing shunting services that are essential for rail freight transport at the 
port of Koper. Minutes of call with a market participant [ ID104], paragraph 5; minutes of call with a 
market participant [ ID95 ], paragraph 8.   
31  Minutes of call with a m arket participant [ ID104], paragraph 7 ; minutes of call with a market participant 
[ID95 ], paragraph 8. See also Form CO, paragraphs 314- 315, 378 and footnote 176.  
32  Directive 2012/34/EU of the European Parliament and the Council of 21 November 2012, establishing a 
single European railway area (recast), Article 10 and Annex II, point 2.(c).  
33  Minutes of call with a market participant [ ID95 ], paragraph 7 and 9.  
 
8 of Koper by shipping cargo to and from the nearby ports of Trieste in Italy and 
Rijeka in Croatia .34 
(33) Third, t he Transaction is also unlikely to affect the JV’s incentive and ability to 
engage in input foreclosure with respect to single wagon services in Slovenia, for which it will be the only provider. EPLI does not arrange single wagon services in 
Slovenia  and the Transaction therefore does not create a vertical link between the 
Parties ’ activ ities with respect to single wagon services .
35 In addition, single wagon 
services represent a small share ([10-20]%) of demand for international rail transport 
in Slovenia (that is, the segment in which EPLI is active)36 and these services could 
be replaced, at least to a certain extent, by road transport services.37 Finally, although 
SŽ already had pre -Transaction freight forwarding activities throu gh F ersped, 
market participant s said that in the past cooperation with SŽ-TP on single wagon 
services has been good and they expect it to continue in the future.38   
(34) Finally , the market participants responding to the market investigation did not raise 
any s pecific input foreclosure concerns with respect to the Transaction. Rather they 
expect good cooperation with SŽ-TP to continue and maybe even improve because 
of the investment expect ed by EPLI.39  
5.3.2. No concern of customer foreclosure  
(35) 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 i nput market) and reduce their ability or 
incentive to compete. In turn, this may raise downstream rivals' costs by making it 
harder for them to obtain supplies of the input under similar prices and conditions as 
absent the merger.40 
(36) The Parties are unlikely  to be able post -Transaction to engage in customer 
foreclosure. EPLI is not a significant customer of rail freight transport in Slovenia, 
representing less than [0-5]% of demand.41 There are several other freight forwarders 
representing significantly larger share of demand for rail freight transport in 
Slovenia, for instance, Intereurope ([10-20]%), Schenker ([0-5]%), DSV Transport ([0-5]%), Cargo Partner ([0-5]%), Kuehne+Nagel ([0-5]%).
42 Market participants 
confirmed that a switch of EPLI to SŽ-TP would not result in customer 
foreclosure.43 
                                                 
34  Form CO, paragraph 244 et seq.  
35  Form CO,  paragraph 331 and footnote 178; Minutes of call w ith market participant [ ID104], paragraph 7.  
36  Form CO, paragraph 179.  
37  Call with a market participant [ ID129], paragraph 6.  
38  Call with a market participant [ ID186], paragraph 8; Call with a market participant [ ID95 ], paragraph 10.  
39  Minutes of call with market participant [ ID186], paragraph 9; Minutes of call with market participant 
[ID104], paragraph 7; Minutes of call with market participant [ ID117], paragraph s 5 and 12; Minutes of 
call with market participant [ ID95 ], paragraph 9- 11; Minutes of cal l with market participant [ ID129], 
paragraph 9.  
40  Guidelines on the assessmen t of non -horizontal mergers, recital 58. 
41  Form CO, paragraph 288.  
42  Form CO, Table 21.  
43  Minutes of a call with a market participant [ ID104], paragraph 6.  
 
9 6. CONCLUSION  
(37) 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